UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): July 26, 2010
(Exact
Name of Registrant as Specified in Its Charter)
(State or
Other Jurisdiction of Incorporation)
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000-27707
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20-2783217
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1330
Avenue of the Americas, 34th
Floor, New York, NY
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10019-5400
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other Events
NexCen Brands, Inc. (the “Company”),
members of the Company’s board of directors and management and Global Franchise
Group, LLC (“GFG”) and its parent entity have been named as defendants in a
purported class action lawsuit brought in the Supreme Court of the State of New
York and captioned Soheila Rahbari v. NexCen Brands, Inc., et al., Index No.
651063/2010. The complaint was served on the Company on July 26,
2010. The complaint alleges, among other things, that certain of the
Company’s directors and officers breached their fiduciary duties of candor,
loyalty, due care, independence, good faith and fair dealing in connection with
the proposed sale of the Company’s franchise business assets to
GFG. Among other things, the plaintiff seeks an injunction
prohibiting the consummation of the sale of the Company’s franchise business
assets. On July 28,
2010, the Company removed the lawsuit to the United States District Court for
the Southern District of New York. The Company believes the claims
asserted in the complaint are without merit and intends to vigorously defend
against this action.
SIGNATURES
According
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized on July 28, 2010.
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NEXCEN BRANDS,
INC. |
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/s/ Sue
J. Nam |
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By: |
Sue
J. Nam |
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Its: |
General
Counsel |
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