Item
1.01 Entry into a Material Definitive Agreement
As
reported in a Quarterly Report on Form 10-Q filed by NexCen Brands, Inc. (the
“Company”) on August 6, 2010, in connection with the sale of substantially all
of the Company’s assets to Global Franchise Group, LLC and the anticipated
wind-down of the Company, the Company decided to engage XRoads Solutions Group,
LLC (“XRoads”) to assist in the wind-down and liquidation of the
Company.
On August
11, 2010, the Company completed negotiations with XRoads with respect to the
terms of their engagement and entered into a formal agreement with XRoads (the
“Agreement”). Pursuant to the Agreement, XRoads will manage the
wind-down of the Company and provide the services of its Managing Principal,
Dennis Simon (or a replacement mutually acceptable to the
parties). Mr. Simon has previously been appointed President of the
Company effective August 4, 2010, as reported in the Company’s Quarterly Report
on Form 10-Q filed on August 6, 2010. The Agreement also provides
that other XRoads personnel will be appointed to officer and director positions
at the Company as necessary to assist with the wind-down.
XRoads
personnel will provide the wind-down services outlined in the Agreement to the
Company at discounted hourly rates as set forth in the Agreement, and be
reimbursed for all out-of-pocket costs and expenses reasonably incurred by
XRoads for services related to the engagement. The Company paid
XRoads a $100,000 advance (the “Advance”), which XRoads will maintain in a
segregated client retainer account until work is performed and/or expenses are
incurred under the Agreement. The Company will be required to
replenish the Advance if and to the extent that XRoads draws down amounts for
fees earned and expenses incurred. XRoads will inform the Company
bi-weekly of the amount necessary, if any, to replenish the Advance, and the
Company is required to replenish the Advance within 2 days of such
notifications. To the extent the Advance exceeds the amount of
XRoads’ final bill, XRoads will refund the remaining balance of the Advance to
the Company. The Agreement also provides for XRoads to receive an
incentive fee of 15% of any amounts distributed to the Company’s stockholders in
excess of $8 million.
The
description of the Agreement set forth herein is qualified in its entirety by
reference to the full text of the Agreement, which is attached hereto as Exhibit
10.1 and which is incorporated herein by reference.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On August 13, 2010, the Company entered
into a Consulting Services Agreement (the “Consulting Agreement”) with Sue Nam,
the current General Counsel and Secretary of the Company, in anticipation of Ms.
Nam’s departure from the Company on August 17, 2010, as previously reported in
the Company’s Quarterly Report on Form 10-Q filed on August 6,
2010. The Consulting Agreement provides that for an indefinite term
commencing on August 18, 2010, at the Company’s request, Ms. Nam will provide
certain consulting services to the Company, including assisting the Company with
legal matters in connection with the Company’s wind-down and dissolution, for an
agreed upon hourly rate. The Company cannot predict the amount of
services to be provided under the Consulting Agreement but currently does not
expect the aggregated amount to be material.
The description of the Consulting
Agreement set forth herein is qualified in its entirety by reference to the full
text of the Consulting Agreement, which is attached hereto as Exhibit 10.2 and
which is incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits
(d) Exhibits
10.1 Agreement, dated August 11, 2010, between NexCen
Brands, Inc. and XRoads SolutionsGroup, LLC.
10.2 Consulting Services Agreement, dated
August 13, 2010, between NexCen Brands, Inc.and Sue Nam.
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 13, 2010.