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): July 2930, 2010

NEXCEN BRANDS, INC.

~~NEXCEN BRANDS, INC.~~ (Exact Name of Registrant as Specified in Its Charter)

Delaware

~~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

(~~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))

oItem 2.01 Completion of ~~Soliciting~~Acquisition ~~material~~or ~~pursuant~~Disposition toof ~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~Assets

oOn ~~Pre-commencement~~May 13, ~~communications~~2010, ~~pursuant~~NexCen toBrands, ~~Rule~~Inc. ~~14d-2~~(b“the Company”) ~~under~~entered into an Acquisition Agreement (the ~~Exchange~~“Acquisition ~~Act~~Agreement”) with Global Franchise Group, LLC (17“Purchaser”), ~~CFR~~an ~~240~~affiliate of Levine Leichtman Capital Partners IV, L.~~14d~~P. For additional information on the Acquisition Agreement and the transactions contemplated thereby, see the Current Report on Form 8-K filed by the Company on May 17, 2010. A copy of the Acquisition Agreement was filed previously as Exhibit 2~~(b))~~.1 to the Current Report on Form 8-K filed by the Company on May 17, 2010.

oAs ~~Pre~~reported in a Current Report on Form 8-~~commencement~~K ~~communications~~filed by the Company on July 29, 2010, at the special meeting of stockholders of the Company held on July 29, 2010, the stockholders of the Company approved the sale of substantially all of the assets of the Company to Purchaser pursuant to ~~Rule~~the ~~13e-4~~terms of the Acquisition Agreement (cthe “Asset Sale”). On ~~under~~July 30, 2010, the ~~Exchange~~Company ~~Act~~and Purchaser completed the Asset Sale pursuant to the terms of the Acquisition Agreement. Pursuant to the Asset Sale, Purchaser acquired the subsidiaries of the Company that own the Company’s franchise business assets and also the Company’s franchise management operations, including the Company’s management operations in Norcross, Georgia, and its cookie dough and pretzel mix factory and research facility in Atlanta, Georgia. Specifically, the Company: (17i) ~~CFR~~sold ~~240~~to Purchaser all of the Company’s equity interests in TAF Australia, LLC; (ii) caused NexCen Holding Corporation to sell to Purchaser all of its equity interests in Athlete’s Foot Brands, LLC, The Athlete’s Foot Marketing Support Fund, LLC, GAC Franchise Brands, LLC, GAC Manufacturing, LLC, GAC Supply, LLC, MaggieMoo’s Franchise Brands, LLC, Marble Slab Franchise Brands, LLC, PM Franchise Brands, LLC, PT Franchise Brands, LLC, and ShBx IP Holdings LLC; (iii) caused NB Supply Management Corp.~~13e-4~~ to sell to Purchaser certain specified assets, and to assign to Purchaser certain specified liabilities; and (civ) caused NexCen Franchise Management, Inc. to sell to Purchaser certain specified assets, and to assign to Purchaser certain specified liabilities. The purchase price, before taking into account closing adjustments for cash, indebtedness, other than borrowings under the BTMUCC Credit Facility (as defined and discussed below), working capital and other specified items, was $112.5 million. The Company received cash proceeds from the Asset Sale of approximately $8.8 million, after payment of $98.0 million to BTMU Capital Corporation (“BTMUCC”), the Company’s lender, and payment of transaction related expenses. The Company also retained approximately $6.0 million of cash on hand. These amounts are consistent with the estimates that were included in the Company’s Definitive Proxy Statement filed on June 11, 2010. The final purchase price remains subject to a post-closing adjustment and may result in the Company receiving additional funds or being required to make a payment to the Purchaser.

Item 5.0702 ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; Appointment ~~Holders~~of Certain Officers; Compensatory Arrangements of Certain Officers

~~On July~~In ~~29,~~connection ~~2010,~~with ~~NexCen Brands, Inc. (~~the ~~“Company”)~~Asset ~~held~~Sale, aMark ~~special~~Stanko, ~~meeting of stockholders (~~the ~~“Special Meeting”) at which four proposals were presented to the~~ Company’s ~~stockholders~~Chief ~~for~~Financial Officer ~~consideration. At~~and ~~the Special Meeting~~Treasurer, a ~~majority of the shares of the Company’s common stock issued~~ and ~~outstanding~~Chris ~~as of~~Dull, the ~~record~~President ~~date~~ of ~~June~~NexCen 4Franchise Management, ~~2010~~Inc., asresigned ~~represented~~and bycommenced ~~proxy~~employment orwith ~~in person~~Purchaser, ~~voted~~effective inJuly ~~favor~~30, ~~of all four proposals~~2010.

~~The four~~Item ~~matters presented for consideration were: (1) the sale of substantially all of the assets of the Company to Global Franchise Group, LLC, an affiliate of Levine Leichtman Capital Partners IV, L~~7.~~P.,~~01 ~~pursuant to~~Regulation ~~the~~FD terms of the Acquisition Agreement, dated May 13, 2010, between the Company and Global Franchise Group, LLC (the “Asset Sale”), (2) the plan of complete dissolution and liquidation of the Company, including the liquidation and dissolution of the Company contemplated thereby, following the closing of the Asset Sale, (3) an amendment to the Company’s certificate of incorporation to reduce the number of authorized shares of capital stock from 1 billion shares of common stock and 1 million shares of preferred stock to 100 million shares of common stock and 1 million shares of preferred stock, and (4) authorization for the Company’s Board of Directors to adjourn the Special Meeting, in its discretion, if the voting power of holders of the Company’s common stock represented and voting in favor of the asset sale proposal, the plan of dissolution proposal or the share reduction proposal was insufficient to approve any of such proposals under Delaware law. These proposals were described in detail in the Company’s definitive Proxy Statement for the Special Meeting filed with the Securities Exchange Commission on June 11, 2010.Disclosure

AtOn ~~the Special~~July ~~Meeting~~30, ~~a total of 41~~2010,~~252,886~~ ~~shares, or 72.4%, of~~ the Company’s ~~common stock~~ issued ~~and~~a press ~~outstanding~~release asannouncing of the ~~record~~closing ~~date~~ of ~~June~~the 4,Asset ~~2010, was represented by proxy or in person~~Sale. ~~Computershare,~~A ~~the~~copy ~~Company’s independent inspector~~ of ~~elections~~the press atrelease ~~the~~is ~~Special~~attached ~~Meeting,~~and ~~has~~furnished ~~certified~~as ~~the voting~~Exhibit ~~results~~99. ~~The~~1 ~~results~~to ofthis ~~the~~Current ~~Special~~Report on ~~Meeting~~Form ~~are as set forth below~~8-K.

~~Proposal~~Item 18.01 Other Events

~~The asset~~Accord ~~sale~~and ~~proposal~~Satisfaction ~~was approved by the Company’s stockholders by the following vote:~~Agreement

For	Against	Abstentions	Broker Non-Votes
37,017,104	4,026,904	208,878	0

In connection with the signing of the Acquisition Agreement, the Company, NexCen Holding Corporation, a wholly owned subsidiary of the Company (“Issuer”), certain of the Issuer’s subsidiaries (“Subsidiary Borrowers” or “Co-Issuers”) and BTMUCC entered into an Accord and Satisfaction Agreement, dated as of May 13, 2010 (the “Accord and Satisfaction Agreement”), with respect to its existing credit facility (the “BTMUCC Credit Facility”). For additional information on the Accord and Satisfaction Agreement and the transactions contemplated thereby, see the Current Report on Form 8-K filed by the Company on May 17, 2010. A copy of the Accord and Satisfaction Agreement was filed previously as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on May 17, 2010.

~~Proposal~~On July 230, 2010, the Issuer and Co-Issuers paid $98.0 million to BTMUCC from the proceeds of the Asset Sale, and all outstanding obligations under the BTMUCC Credit Facility were satisfied and permanently extinguished pursuant to the terms of the Accord and Satisfaction Agreement.

~~The plan~~Shell ~~of dissolution proposal was approved by the~~ Company’s ~~stockholders by the following vote:~~Status

For	Against	Abstentions	Broker Non-Votes
32,562,467	8,503,591	186,828	0

As a result of the Asset Sale, as of the close of business on July 30, 2010, the Company is a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

~~Proposal~~Item 39.01 Financial Statements and Exhibits

~~The share~~(d) ~~reduction proposal was approved by the Company’s stockholders by the following vote:~~Exhibits

For	Against	Abstentions	Broker Non-Votes
32,596,077	8,459,727	197,082	0

99.1 Press Release of NexCen Brands, Inc., dated July 30, 2010.

Proposal 4

The adjournment proposal was approved by the Company’s stockholders by the following vote:

For	Against	Abstentions	Broker Non-Votes
35,415,767	5,627,800	209,319	0

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 ~~July~~August 292, 2010.

	NEXCEN BRANDS, INC.
	/s/ Sue J. Nam
	By:	Sue J. Nam
	Its:	General Counsel

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