Schedule 13D Amendment No. 25

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P4sW4wcl+/bqt7tLHVdASYgNJN2TdOb8sRX1IbRAuhQK+om6XDK1WoNeRgmfpeKi LHKfW8BnXbWqjSU6UHYFvQ== 0001193125-06-129789.txt : 20060614 0001193125-06-129789.hdr.sgml : 20060614 20060614155853 ACCESSION NUMBER: 0001193125-06-129789 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060614 DATE AS OF CHANGE: 20060614 GROUP MEMBERS: IZJD CORP GROUP MEMBERS: PACIFIC INVESTMENT GROUP, INC. GROUP MEMBERS: PF ACQUISITION OF FLORIDA, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEKACH ILIA CENTRAL INDEX KEY: 0000932743 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 520 OCEAN BLVD CITY: GOLDEN BEACH STATE: FL ZIP: 33160 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARLUX FRAGRANCES INC CENTRAL INDEX KEY: 0000802356 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 222562955 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38657 FILM NUMBER: 06904913 BUSINESS ADDRESS: STREET 1: 3725 S W 30TH AVE CITY: FT LAUDERDALE STATE: FL ZIP: 33312 BUSINESS PHONE: 9543169008 MAIL ADDRESS: STREET 1: 3725 S W 30TH AVENUE CITY: FT LAUDERDALE STATE: FL ZIP: 33312 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 25 Schedule 13D Amendment No. 25

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 25)

PARLUX FRAGRANCES, INC.

(Name of Issuer)

Common Stock, par value $.01

(Title of Class of Securities)

701645103

(CUSIP Number)

Ilia Lekach

3725 S.W. 30^th Avenue

Fort Lauderdale, FL 33312

(305) 933-9147

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 13, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


CUSIP No. 701645103		SCHEDULE 13D/A		Page 2 of 9 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Ilia Lekach
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) x
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS

	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States


Number of Shares Beneficially Owned by Each Reporting Person With		7 SOLE VOTING POWER

		2,648,447
		8 SHARED VOTING POWER

		-0-
		9 SOLE DISPOSITIVE POWER

		2,648,447
		10 SHARED DISPOSITIVE POWER

		-0-


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,648,447
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	26.2%
14	TYPE OF REPORTING PERSON

	IN


CUSIP No. 701645103		SCHEDULE 13D/A		Page 3 of 9 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	IZJD Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) x
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS

	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Florida


Number of Shares Beneficially Owned by Each Reporting Person With		7 SOLE VOTING POWER

		410,250
		8 SHARED VOTING POWER

		-0-
		9 SOLE DISPOSITIVE POWER

		410,250
		10 SHARED DISPOSITIVE POWER

		-0-


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	410,250
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	4.6%
14	TYPE OF REPORTING PERSON

	CO


CUSIP No. 701645103		SCHEDULE 13D/A		Page 4 of 9 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Pacific Investment Group, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) x
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS

	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Florida


Number of Shares Beneficially Owned by Each Reporting Person With		7 SOLE VOTING POWER

		471,397
		8 SHARED VOTING POWER

		-0-
		9 SOLE DISPOSITIVE POWER

		471,397
		10 SHARED DISPOSITIVE POWER

		-0-


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	471,397
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.3%
14	TYPE OF REPORTING PERSON

	CO


CUSIP No. 701645103		SCHEDULE 13D/A		Page 5 of 9 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	PF Acquisition of Florida, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) x
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS

	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7 SOLE VOTING POWER

		-0-
		8 SHARED VOTING POWER

		-0-
		9 SOLE DISPOSITIVE POWER

		-0-
		10 SHARED DISPOSITIVE POWER

		-0-


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	—
14	TYPE OF REPORTING PERSON

	OO


CUSIP No. 701645103		SCHEDULE 13D/A		Page 6 of 9 Pages

This amendment to Schedule 13D (the “Amendment”) is filed as Amendment No. 25 to the Statement on Schedule 13D, dated August 12, 1987 (the “Schedule 13D”), as amended, is being filed on behalf of Ilia Lekach (“Mr. Lekach”) and certain other persons who constitute a group with Mr. Lekach as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This Amendment is filed on behalf of Ilia Lekach, IZJD Corp., a Florida corporation (“IZJD”), Pacific Investment Group, Inc., a Florida corporation (“Pacific”) and PF Acquisition of Florida, LLC, a Delaware limited liability company (“PF”) (individually, the “Reporting Person” and collectively, the “Reporting Persons”). Mr. Lekach, IZJD, Pacific and PF may be deemed to be acting together in connection with the acquisition and holding of the Common Stock, par value $.01 per share (the “Common Stock”), of Parlux Fragrances, Inc., a Delaware corporation (the “Issuer”). Nothing contained in this Amendment, however, shall be construed as an admission that any of the Reporting Persons is the beneficial owner of the other Reporting Persons’ Common Stock and each Reporting Person expressly disclaims the beneficial ownership of the Common Stock beneficially owned by the other Reporting Persons.

Item 1. Security and Issuer.

This statement relates to the shares of Common Stock, par value $.01 per share (the “Shares”), of the Issuer. The principal executive offices of the Issuer are located at 3725 S.W. 30th Avenue, Ft. Lauderdale, Florida 33312.

Item 2. Identity and Background.

(a) - (c), (f) This statement is being filed jointly by Mr. Lekach, a citizen of the United States residing at 137 Golden Beach Drive, Golden Beach, Florida 33160, IZJD, Pacific and PF, each wholly owned by Mr. Lekach with a business address at 3725 SW 30 Avenue, Ft. Lauderdale, Florida 33312. Mr. Lekach is currently Chairman of the Board and Chief Executive Officer of the Issuer, a company engaged in the creation, design, manufacture, distribution and sale of fragrances and beauty related products, having its principal executive offices at 3725 S.W. 30th Avenue, Ft. Lauderdale, Florida 33312.

(d)-(e) During the last five (5) years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.


CUSIP No. 701645103		SCHEDULE 13D/A		Page 7 of 9 Pages

Item 4. Purpose of Transaction.

On June 13, 2006, legal counsel for Mr. Lekach sent a letter to the Board of Directors of the Issuer on behalf of Mr. Lekach, stating that PF proposes to acquire all of the outstanding Shares of the Issuer not already owned by the Reporting Persons for $29.00 per share in cash in a negotiated transaction. Such proposed consideration represents a premium in excess of 58% over the closing price of the Shares on June 12, 2006. The letter provides that Mr. Lekach’s proposal is subject to, among other conditions, financing of the aggregate purchase price and negotiation of satisfactory definitive documentation. The complete text of the letter is attached as Exhibit 1 to this Amendment and a press release issued by PF regarding the proposal is attached as Exhibit 2 to this Amendment.

In connection with the foregoing, and as may be appropriate from time to time depending on the course of discussions with the Issuer or other actions taken by the Issuer, Mr. Lekach will consider the feasibility and advisability of various alternative courses of action with respect to his investment in the Issuer, including, without limitation: (a) the acquisition or disposition by the Reporting Persons of additional Shares; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) other material changes in the Issuer’s business or corporate structure; (g) changes in the Issuer’s articles of incorporation or bylaws or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above. Except to the extent that the foregoing may be deemed a plan or proposal or be included as a step in the acquisition proposal described in the first paragraph of this Item 4 of Schedule 13D, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of this Item 4 of Schedule 13D.

Mr. Lekach reserves the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider his position, change his purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of this Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing. Except as set forth in this Schedule 13D, no contract, arrangement, relationship or understanding (either oral or written) exists among the Reporting Persons as to the acquisition, disposition, voting or holding of Shares.


CUSIP No. 701645103		SCHEDULE 13D/A		Page 8 of 9 Pages

Item 5. Interest in Securities of the Issuer.

(a) As of the date of this Report, Mr. Lekach beneficially owned an aggregate of 2,648,447 Shares, which constituted approximately 26.2% of the Shares of Common Stock deemed to be outstanding after giving effect to the issuance of 1,150,000 shares of Common Stock issuable upon exercise of presently exercisable warrants owned by Mr. Lekach. The 2,648,447 Shares of Common Stock beneficially owned by Mr. Lekach consist of: (1) 410,250 Shares beneficially owned by IZJD; (2) 471,397 Shares beneficially owned by Pacific; (3) 616,800 shares owned jointly by Mr. Lekach and his spouse; and (4) 1,150,000 Shares issuable upon exercise of presently exercisable warrants.

(b) Mr. Lekach has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of the Shares of Common Stock reported as beneficially owned by him in Item 5(a) hereof.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as described in Item 3 of this Schedule 13D/A and in the attached exhibits, there are no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer to the Reporting Persons are a party or are subject.

Item 7. Material to be Filed as Exhibits.

The following document is filed as an exhibit to this Schedule 13D/A:

Exhibit 99.1 Letter to Issuer dated June 13, 2006.

Exhibit 99.2 Press release dated June 13, 2006.


CUSIP No. 701645103		SCHEDULE 13D/A		Page 9 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date: June 14, 2006		ILIA LEKACH

		/s/ Ilia Lekach
		Ilia Lekach

		IZJD Corp.

	By:	/s/ Ilia Lekach
		Ilia Lekach, President

		Pacific Investment Group, Inc.

	By:	/s/ Ilia Lekach
		Ilia Lekach, President

		PF Acquisition of Florida, LLC

	By:	/s/ Ilia Lekach
		Ilia Lekach, Managing Member

Exhibit Index


Exhibit No.		Description
99.1		Letter to Issuer dated June 13, 2006.

99.2		Press release dated June 13, 2006.

EX-99.1 2 dex991.htm LETTER TO ISSUER DATED JUNE 13, 2006 Letter to Issuer dated June 13, 2006

EXHIBIT 99.1

[Adorno & Yoss LLP Letterhead]

June 13, 2006

The	Board of Directors

Parlux Fragrances, Inc.

3725 S.W. 30^th Avenue

Fort Lauderdale, FL 33312

Re: Proposed Purchase of Shares of Parlux Fragrances, Inc. (the “Company”)

Ladies and Gentlemen:

On behalf of our client, PF Acquisition of Florida LLC (“Acquisition Co.”), a Delaware limited liability company, we are pleased to submit to you a proposal, subject to the mutual execution of a definitive agreement, pursuant to which Acquisition Co. would acquire all of the outstanding common stock of the Company which is not directly or indirectly owned by Ilia Lekach, at a cash purchase price of $29.00 per share. Acquisition Co., is presently owned by Ilia Lekach. Mr. Lekach, IZJD Corp., a Florida corporation, and Pacific Investments Group, Inc., a Florida corporation, have agreed to contribute their shares of common stock of Parlux Fragrances to Acquisition Co. in exchange for membership interests in Acquisition Co.

In July 2005, the Company hired Citigroup and Oppenheimer to seek a sale of the Company. However, to date, this effort has not resulted in a qualified proposal from a third party to acquire the Company. Consequently, the price of $29.00 per share, which represents a premium of approximately 58% over $18.40 per share (the closing price of the Company’s common stock as publicly quoted on June 12, 2006) should fulfill the Company’s original objectives when it began exploring its options in 2005. The closing of this proposed transaction will be on or before November 30, 2006. All stock options other than those held by Ilia Lekach would be cashed out at a price equal to the difference of $29.00 and the exercise price for each option.

Certain funds necessary to complete the acquisition may be obtained through a variety of financing alternatives including, but not limited to, private equity investments in Acquisition Co., by private equity firms to be selected in the future on terms to be negotiated, the sale proceeds of assets held by Ilia Lekach, and borrowings by Acquisition Co. As such, this proposal is contingent upon third party financing. Furthermore, this proposal assumes that there will be no regulatory delays, although customary filings with the Securities and Exchange Commission will be required. Lastly, this offer is also contingent upon the execution of a definitive merger agreement containing customary closing conditions (including an appropriate “break-up fee”), the approval by the Company’s Board of Directors and approval of the majority of the shareholders of the Company voting at the meeting, other than Mr. Lekach.

We understand that the Special Committee (a committee of independent members of the Company’s Board of Directors), will consider this proposal and seek advice from its own legal counsel

and financial advisor in this regard. Acquisition Co. is prepared to proceed immediately with negotiations with the Special Committee and its advisors with the goal of producing a mutually-satisfactory merger agreement as promptly as possible.

Please contact the undersigned at (305) 460-1469 in order to establish a framework for further discussions in this regard.

Sincerely,

/s/ Seth P. Joseph

Seth P. Joseph

SPJ/ls

cc:	Glenn Gopman

Esther Egozi Choukroun

David Stone

Jaya Koder Zebede

Isaac Lekach

EX-99.2 3 dex992.htm PRESS RELEASE Press Release

EXHIBIT 99.2


For Immediate Release		NEWS RELEASE

PF ACQUISITION OF FLORIDA ANNOUNCES MAKING “GOING PRIVATE” PROPOSAL

TO PARLUX FRAGRANCES, INC. AT $29.00 PER SHARE

Ft. Lauderdale FL--- June 13, 2006---PF Acquisition of Florida LLC, a Delaware limited liability company, announced today that it has made a proposal to the Board of Directors of Parlux Fragrances, Inc. (NASDAQ: PARL) to acquire all of the outstanding shares of the Company other than those owned by Ilia Lekach, IZJD Corp. and Pacific Investment Group, Inc., for $29.00 per share in cash. Ilia Lekach, IZJD Corp. and Pacific Investment Group, Inc. have agreed to contribute their interests in Parlux Fragrances to PF Acquisition of Florida. Mr. Lekach is the Chairman of the Board and Chief Executive Officer of Parlux Fragrances. Under the proposal, the holders of outstanding stock options, other than Mr. Lekach, would receive the difference between $29.00 and the exercise price of the stock options. A copy of the text of the proposal letter is set forth below. The proposal is subject to financing and other contingencies referred to in the proposal letter.

Mr. Lekach is making this proposal at this time to eliminate the substantial public company compliance costs currently incurred by the Company and to end the disruptions in the Company’s operations caused primarily by short sellers

* * * *

[Adorno & Yoss LLP Letterhead]

June 13, 2006

The	Board of Directors

Parlux Fragrances, Inc.

3725 S.W. 30^th Avenue

Fort Lauderdale, FL 33312

Re: Proposed Purchase of Shares of Parlux Fragrances, Inc. (the “Company”)

Ladies and Gentlemen:

We understand that the Special Committee (a committee of independent members of the Company’s Board of Directors), will consider this proposal and seek advice from its own legal counsel and financial advisor in this regard. Acquisition Co. is prepared to proceed immediately with negotiations with the Special Committee and its advisors with the goal of producing a mutually-satisfactory merger agreement as promptly as possible.

Please contact the undersigned at (305) 460-1469 in order to establish a framework for further discussions in this regard.

Sincerely,

/s/ Seth P. Joseph

Seth P. Joseph

SPJ/ls

cc:	Glenn Gopman

Esther Egozi Choukroun

David Stone

Jaya Koder Zebede

Isaac Lekach

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