UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Rule 14a-101)
Filed by
the Registrant x
Filed by
a Party other than the Registrant o
Check the
appropriate box:
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o
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Preliminary
Proxy Statement
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o
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Confidential, for Use of the
Commission Only (as permitted by Rule
14a−6(e)(2))
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o
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to §240.14a-12
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NEXCEN
BRANDS, INC.
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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(5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary
materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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** URGENT NOTICE **
TIME
IS SHORT—VOTE FOR THE
PROPOSED ASSET SALE TODAY!
July 20,
2010
Dear
NexCen Shareholder:
Our
records indicate that we have not yet received your proxy for the Special
Meeting of Stockholders of NexCen to be held on July 29, 2010. In
this important vote, you are being asked to consider the proposed asset sale and
plan of dissolution. Protect the value of your investment
by voting FOR the
proposed asset sale and the plan of dissolution on the enclosed proxy card.
VOTE
FOR THE TRANSACTION THAT HAS BEEN ENDORSED BY
BOTH
LEADING INDEPENDENT PROXY ADVISORY FIRMS
Both of
the nation’s leading independent proxy advisory firms—RiskMetrics Group’s ISS
Proxy Advisory Services and Glass Lewis & Co.—have recommended to their
subscribers that NexCen stockholders vote to approve the proposed asset sale and
plan of dissolution. The analyses and reports of these independent
firms are relied upon by hundreds of major institutional investment firms,
mutual and pension funds and other fiduciaries.
YOUR
VOTE IS EXTREMELY IMPORTANT REGARDLESS
OF
THE NUMBER OF SHARES YOU OWN
Please
help us avoid the expense of any further solicitations by voting your NexCen
shares FOR the proposals on the enclosed proxy card today. Your board
believes that this is the best option currently available to you to realize
value for your shares. If the asset sale is not approved, there is a
substantial risk that NexCen will ultimately default on its debt which could
lead to bankruptcy leaving no assets available for distribution to
shareholders. Therefore, your vote is extremely
important.
Whether
or not you plan to attend the Special Meeting in person, we urge you to vote
today by internet or telephone. Easy instructions may be found on the enclosed
proxy card.
Thank you
for your continued support,
The Board
of Directors
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TIME
IS SHORT AND YOUR VOTE IS IMPORTANT
To
ensure that your vote is represented at the meeting, we urge you to vote
TODAY by Internet or
telephone
by following the simple instructions on the enclosed proxy
card.
If
you have any questions, or need assistance in voting
your
shares, please call our proxy solicitor,
INNISFREE
M&A INCORPORATED
TOLL-FREE,
at (877)
456-3488.
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Additional Information and
Where to Find It
NexCen
urges investors and shareholders to read the proxy statement, which discusses in
more detail the proposals to be considered at the special meeting of
shareholders. NexCen filed the proxy statement with the Securities
and Exchange Commission (SEC) on June 11, 2010, and mailed the proxy statement
on June 14, 2010 to holders of NexCen common stock identified as of June 4,
2010, which is the notice record date for the special meeting. You
can obtain free copies of NexCen’s proxy statement and all other documents filed
with the SEC at the SEC’s website at www.sec.gov or from NexCen’s
website at www.nexcenbrands.com
under the tab “Investor Relations” and then under the item “SEC
Filings.”