As filed with the Securities and Exchange Commission on March 25, 2010
No. 333-137365      
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEXCEN BRANDS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
20-2783217
(I.R.S. Employer Identification Number)
1330 Avenue of the Americas, 34th Floor
New York, NY 10019
(212) 277-1100
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Kenneth J. Hall
Chief Executive Officer
1330 Avenue of the Americas, 34th Floor
New York, NY 10019
(212) 277-1100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:

Mark D. Director, Esq.
Andrew M. Herman, Esq.
Kirkland & Ellis LLP
655 15th Street, N.W.
Washington, DC 20005
(202) 879-5000
 
Approximate date of commencement of proposed sale to the public:  Not applicable
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 431(b) under the Securities Act, check the following box.  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of "large accelerated filer,” “accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨
Smaller Reporting Company þ
 
 
 
 
 
Explanatory Note:
 
NexCen Brands, Inc. (the “Company”), filed Form S-3 Registration Statement No. 333-137365 (the “Registration Statement”) on September 15, 2006, and it was later declared effective.  As the Company is not presently eligible to use Form S-3, the purpose of this Post-effective Amendment No. 1 to the Registration Statement is to terminate the Registration Statement and to deregister any remaining shares of the Company’s common stock, par value $0.01, registered pursuant to the Registration Statement but not sold pursuant to the Registration Statement as of the date this Post-effective Amendment No. 1 is filed with the Securities and Exchange Commission.
 
 
 
 
 
 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on March 24, 2010.

 
NEXCEN BRANDS, INC.
   
 
By:
/s/ Kenneth J. Hall
  
   
KENNETH J. HALL
  
   
Chief Executive Officer
  

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


SIGNATURE
  
TITLE
  
DATE
  
           
/s/ Kenneth J. Hall
  
Chief Executive Officer
  
March 24, 2010
  
KENNETH J. HALL
  
(Principal Executive Officer)
  
 
 
       
 
 
/s/ Mark E. Stanko
  
Chief Financial Officer
  
March 24, 2010
  
MARK E. STANKO
  
(Principal Financial Officer)
  
 
 
       
 
 
/s/ Brian Lane
  
Vice President, Chief Accounting Officer
  
March 24, 2010
  
BRIAN LANE
  
(Principal Accounting Officer)
  
 
 
       
 
 
/s/ David S. Oros
  
Chairman of the Board
  
March 24, 2010
  
DAVID S. OROS
      
 
 
       
 
 
/s/ James T. Brady
  
Director
  
March 24, 2010
  
JAMES T. BRADY
      
 
 
       
 
 
/s/ Paul Caine
  
Director
  
March 24, 2010
  
PAUL CAINE
      
 
 
       
 
 
/s/ Edward J. Mathias
  
Director
  
March 24, 2010
  
EDWARD J. MATHIAS
          
           
/s/ George P. Stamas
  
Director
  
March 24, 2010
  
GEORGE P. STAMAS