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SEC FILE NUMBER
000-27707
CUSIP NUMBER
653351 10 6
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE) |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form N-SAR |_| Form N-CSR
For Period Ended: December 31, 2007
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
NexCen Brands, Inc.
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
1330 Avenue of the Americas, 34th Floor
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Address of Principal Executive Office (Street and Number)
New York, NY 10019
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof will be
filed on or before the fifth calendar day following the prescribed
due date; and
| | (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
The Company experienced delays in finalizing its year-end audit principally due
to the Company's rapid growth through acquisitions and the impact of the
integration of accounting and financial reporting functions for the Company's
franchise management business. As a result, the Company was unable to complete
all procedures required to finalize the audit of its financial statements in
time to file its Annual Report on Form 10-K by March 17, 2008 without
unreasonable effort or expense. The Company is dedicating significant resources
to the completion of its audit and expects to file the Form 10-K on or before
the end of the extended deadline.
(Attach Extra Sheets if Needed)
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
David Meister (212) 277-1100
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer
is no, identify report(s). |X| YES |_| NO
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? |X| YES |_| NO
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Company did not initiate its current brand management and franchising
business until the second half of 2006 and did not begin to earn royalties
or license and franchise fees until halfway through the fourth quarter of
2006, when the Company acquired The Athlete's Foot. In fiscal year 2007,
the Company acquired six additional brands, which significantly increased
its brand management and franchising operations. As a result, the
Company's financial results in fiscal year 2007 differ substantially from
fiscal year 2006, consistent with the results of operations described in
the earnings release included on the Form 8-K filed on March 14, 2008.
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NexCen Brands, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 18, 2008 By: /s/ David B. Meister
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David Meister, Senior Vice President and
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant of
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
====================================ATTENTION===================================
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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