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): December 11, 2006
NEXCEN
BRANDS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
1330
Avenue of the Americas, 40th Floor, New York, NY
|
10019-5400
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
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(212)
277-1100
(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
1.01 |
Entry
into a Material Definitive
Agreement
|
On
December 11, 2006, Charles A. Zona was named Executive Vice President, Brand
Management and Licensing, of NexCen Brands, Inc. (the “Company”). On the same
day, the Company and Mr. Zona entered into an employment agreement, a copy
of
which is attached as Exhibit 10.1 to this Form 8-K. Prior to his appointment,
Mr. Zona worked with the Company as a consultant since November
2006.
Pursuant
to the terms of the employment agreement, Mr. Zona will receive an initial
annual base salary of $300,000, subject to annual review and upward adjustments
(but not decreases), as well as various perquisites and benefits. Mr. Zona
will
also be eligible to receive a performance-based bonus calculated as a percentage
of the “bonus pool,” as determined by the Company’s President and Chief
Executive Officer, based on achieving annual performance goals recommended
by
the President and Chief Executive Officer and subject to review and confirmation
by the Company’s compensation committee or Board of Directors. The “bonus pool,”
with respect to any fiscal year, is an amount of the annual net income of the
Company, expressed as a percentage, as determined by the Company’s compensation
committee.
On
December 11, 2006, as contemplated by the employment agreement, Mr. Zona was
granted options to purchase a total of 250,000 shares of the Company’s common
stock, at an exercise price of $6.96 per share, pursuant to the terms of the
Company’s 2006 Equity Incentive Plan. The options will vest and become
exercisable in equal tranches on the first, second, and third anniversaries
of
the grant date so long as Mr. Zona is employed by the Company. The stock options
have an exercise price equal to the fair market value of the Company’s common
stock on December 11, 2006, and are subject to a 10-year term. Under Mr. Zona’s
employment agreement, if his employment with the Company is terminated without
“Cause” (as defined in the employment agreement), or if he resigns for “Good
Reason” (as defined in the employment agreement), or if a Change of Control (as
defined in the employment agreement) occurs, all unvested options will
immediately vest and become fully exercisable.
The
initial term of the employment agreement is three years, and it renews
automatically for one-year periods, unless either party gives the other party
90
days prior written notice of a decision not to renew. If the Company terminates
Mr. Zona’s employment (i) without Cause, or (ii) if Mr. Zona resigns for Good
Reason, or (iii) if the Company fails to renew the term, Mr. Zona will be
entitled to receive (1) any unpaid base salary including any declared but unpaid
annual bonus and (2) an amount equal to his base salary (at the rate then in
effect) for a six-month period. Mr. Zona also will be entitled to continue
to
participate in the Company’s group medical plan on the same basis as he
previously participated or receive payment of, or reimbursement for, COBRA
premiums for a one-year period following his termination, subject to termination
of coverage if a successor employer provides him with health
insurance.
Notwithstanding
the foregoing, if Mr. Zona’s employment is terminated within one year following
a Change of Control by the Company without Cause or by Mr. Zona with Good
Reason, Mr. Zona shall be entitled to receive the same severance as described
in
the preceding paragraph, however, the amount of severance will be changed to
an
amount equal to $100 less then two times the sum of (i) Mr. Zona’s base salary
(at the rate then in effect) and (ii) the annual bonus paid to Mr. Zona in
the
year prior to such Change in Control. However, if the lump sum severance owed
to
Mr. Zona would constitute an “excess parachute payment” (as defined in Section
280G of the Internal Revenue Code of 1986), then his severance will be reduced
to the largest amount that will not result in receipt by Mr. Zona of an “excess
parachute payment.”
During
the term of employment and for one year thereafter, or six months if Mr. Zona’s
employment is terminated without Cause or if he resigns for Good Reason, Mr.
Zona has agreed not to compete with the Company. In addition, for one year
following the term of employment, Mr. Zona has agreed not (i) to solicit, induce
or attempt to induce any customer, supplier, licensee, or other business
relation of the Company or any of its subsidiaries to cease doing business
with
the Company or any of its subsidiaries, (ii) to solicit, induce or attempt
to
induce any employee of the Company or any of its subsidiaries to terminate
such
employee’s employment with the Company or (iii) in any way interfere with the
relationship between any customer, supplier, licensee, employee or business
relation and the Company or any of its subsidiaries.
The
foregoing is a summary of the material terms of the employment agreement and
the
options granted to Mr. Zona. Such summary does not purport to be complete and
is
qualified in its entirety by reference to the full text of the employment
agreement, a copy of which is attached hereto as Exhibit 10.1, and is
incorporated herein by reference.
| Item
5.02 |
Departure
of Directors or Principal Officers; Election of
Directors; Appointment
of Principal Officers; Compensatory Arrangements of Certain
Officers
|
On
December 11, 2006, as discussed above, Mr. Zona was appointed as Executive
Vice
President, Brand Management and Licensing, of the Company. The terms of Mr.
Zona’s employment agreement and option grant are summarized in Item 1.01
above.
Prior
to
joining the Company, since 2003, Mr. Zona acted as a licensing consultant for
clients such as The J. Peterman Company, Chris-Craft Boats and XOR. From 1999
until 2003, Mr. Zona served as the Senior Vice President and as a consultant
for
Consumer Products for The National Football League Properties where he was
responsible for developing a new consumer products (apparel, hardlines and
accessories) licensing business model. Preceding his position with the NFL,
from
1997 until 1999, Mr. Zona served as President of Salant Menswear Group, which
included Perry Ellis Dress Furnishings/Accessories and Private Label denim.
From
1989 until 1997, Mr. Zona served as President of Nautica Dress Furnishings/State
of Maine Menswear Division where he was responsible for company divisional
P&L, sales, design, marketing, sourcing, manufacturing and operations. Mr.
Zona holds a BS degree in Industrial Relations from Seton Hall
University.
| Item
9.01 |
Financial
Statements and Exhibits
|
(d)
Exhibits
10.1 Employment
Agreement dated as of December 11, 2006, by and between NexCen Brands, Inc.
and
Charles A. Zona.
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 December 13, 2006.
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NEXCEN
BRANDS,
INC. |
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/s/
David B.
Meister |
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By: |
David
B. Meister |
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Its: |
Senior Vice President and Chief Financial
Officer |
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