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): August 6, 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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c/o
XRoads Solutions Group, LLC, 400 Madison Avenue, 3rd Floor, New York,
NY
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10017
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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)
1330
Avenue of the Americas, 34th Floor,
New York, NY 10019-5400
(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
In
connection with the sale of substantially all of the assets of NexCen Brands,
Inc. (the “Company”) to Global Franchise Group, LLC (the “Asset Sale”), Brian
Lane, the Company’s Chief Accounting Officer, resigned, effective as of the
close of business on August 6, 2010. The Company no longer has a
principal accounting officer.
Item
8.01 Other Events
As reported in a Current Report on Form
8-K filed by the Company on
July 29, 2010, at a special meeting of stockholders of the Company, our stockholders approved a
plan of complete dissolution and liquidation of the Company (the “Plan of
Dissolution”) following the closing of the Asset Sale. As reported
in a Current Report on Form 8-K filed by the Company on August 3, 2010, the
Company completed the Asset Sale. On August 31, 2010, the Board of
Directors of the Company resolved to file a certificate of dissolution of the
Company (the “Certificate of Dissolution”) to put the Plan of Dissolution into
effect. The Company plans to file the Certificate of Dissolution with
the Office of
the Secretary of State of the State of Delaware on September
13, 2010 and close its stock transfer books, effective as of the close of
business on the same day. In accordance with the Plan of Dissolution,
the Company has set September 13, 2010 as the record date for determining
the holders
of outstanding shares of common stock of the Company entitled to any
liquidating distributions under the Plan of Dissolution.
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 August 31, 2010.
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NEXCEN BRANDS,
INC. |
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By:
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/s/ Dennis
Simon |
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By: Dennis
Simon |
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Its: President
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