Unassociated Document
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): May 2, 2007
NEXCEN
BRANDS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of
Incorporation)
|
000-27707
|
20-2783217
|
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
1330
Avenue of the Americas, 34th
Floor, New York, NY
|
10019-5400
|
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
(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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors;
Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers
|
On
May 2,
2007, the Board of Directors of NexCen Brands, Inc. (the “Company”), upon the
recommendation of the Nominating Committee of the Board of Directors, appointed
a new director, Marvin Traub, to serve as a director of the Company. In
accordance with the Company’s Bylaws, Mr. Traub will stand for election at the
Company’s 2007 Annual Meeting of Stockholders. In connection with Mr. Traub’s
appointment, the Board of Directors increased the size of the Board of Directors
to nine directors.
As
part
of Mr. Traub’s appointment as a director, Mr. Traub received an option to
purchase 29,166 shares of the Company’s common stock at an exercise price of
$12.19 per share, the closing price of the Company’s common stock on May 4,
2007. The options vest on May 4, 2008 and are exercisable until May 4, 2017.
The
options were granted on May 4, 2007 upon approval by the Compensation Committee
of the Board of Directors.
Mr.
Traub
was introduced to the Board of Directors through Mr. D’Loren, the Company’s
President and Chief Executive Officer. Under the terms of the agreement by
which
the Company acquired UCC Capital Corporation (Mr. D’Loren’s predecessor
company), the Company granted Mr. D’Loren a one-time right to nominate two
persons to the Board of Directors, provided that such nominees were approved
by
the Nominating Committee of the Board of Directors and satisfied the
prerequisite requirements for independence. Mr. Traub is the second such
nominee. Mr. D’Loren’s first nominee, Jack Rovner, was nominated and elected to
the Board of Directors at the 2006 Annual Meeting of Stockholders. Mr. Traub
has
been determined to be “independent,” in accordance with applicable securities
rules and regulations and Nasdaq Global Market listing standards.
| Item
9.01 |
Financial
Statements and Exhibits
|
(d)
Exhibits
99.1 Press
Release dated May 7, 2007.
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 May 8, 2007.
NEXCEN
BRANDS, INC.
/s/
David B.
Meister
By: David
B.
Meister
Its:
Senior
Vice President and Chief
Financial
Officer