U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NAKED BRAND GROUP LIMITED
(Exact Name of Registrant as Specified in Its Charter)
| Australia | N/A | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
c/o Bendon Limited Building 7C, Huntley Street Alexandria |
||
| NSW 2015, Australia | N/A | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. [X] | If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [ ] |
| Securities Act registration statement file number to which this form relates: | 333-223786 |
| (If applicable) | |
| Securities to be registered pursuant to Section 12(b) of the Act: | |
Title of Each Class to be Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Ordinary shares | The Nasdaq Stock Market LLC | |
Securities to be registered pursuant to Section 12(g) of the Act: |
| None |
(Title of Class) |
Naked Brand Group Limited (the “Registrant”) hereby amends its registration statement on Form 8-A filed with the Securities and Exchange Commission on June 19, 2018 (Commission File No. 001-38544), as follows:
| Item 1. | Description of Registrant’s Securities to be Registered. |
Effective as of June 19, 2018, the Registrant changed its name from Bendon Group Holdings Limited to Naked Brand Group Limited.
The securities to be registered hereby are the ordinary shares of Naked Brand Group Limited (the “Company”). The description of the ordinary shares is contained under the heading “Description of Holdco Securities” beginning on page 181 of the definitive proxy statement/prospectus filed by the Company with the Securities and Exchange Commission on April 27, 2018 (File No. 333-223786) (the “Proxy Statement/Prospectus”) to which this Form 8-A relates is incorporated herein by reference.
| Item 2. | Index to Exhibits. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| NAKED BRAND GROUP LIMITED | ||
| By: | /s/ Justin Davis-Rice | |
| Date: June 19, 2018 |
Justin Davis-Rice | |
| Chief Executive Officer | ||