Schedule 13D Amendment no.27

-----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, Ar1rTurXK/6+wxaclzrpkhyey4wZXEhND/ptysyC+Y1gkrsLTkJZxlSV6Hmxb8tS SCRzNL9g1RtEHnAuwCtfUw== 0001193125-07-006009.txt : 20070112 0001193125-07-006009.hdr.sgml : 20070112 20070112153922 ACCESSION NUMBER: 0001193125-07-006009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070112 DATE AS OF CHANGE: 20070112 GROUP MEMBERS: IZJD CORP. FEIN 65-1105811 GROUP MEMBERS: PACIFIC INVESTMENT GROUP, INC. FEIN 65-0047690 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: 07528686 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 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 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO.27 Schedule 13D Amendment no.27

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 27)

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

(954) 316-9008

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

July 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 8 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

		2,908,360
		8 SHARED VOTING POWER

		-0-
		9 SOLE DISPOSITIVE POWER

		2,908,360
		10 SHARED DISPOSITIVE POWER

		-0-


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,908,360
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x

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

	15.0%
14	TYPE OF REPORTING PERSON

	IN


CUSIP No. 701645103		SCHEDULE 13D/A		Page 3 of 8 Pages


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

	IZJD Corp. FEIN 65-1105811
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

		-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)

	0%
14	TYPE OF REPORTING PERSON

	CO


CUSIP No. 701645103		SCHEDULE 13D/A		Page 4 of 8 Pages


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

	Pacific Investment Group, Inc. FEIN 65-0047690
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

		408,360
		8 SHARED VOTING POWER

		-0-
		9 SOLE DISPOSITIVE POWER

		408,360
		10 SHARED DISPOSITIVE POWER

		-0-


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	408,360
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x

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

	2.0%
14	TYPE OF REPORTING PERSON

	CO


CUSIP No. 701645103		SCHEDULE 13D/A		Page 5 of 8 Pages

This amendment to Schedule 13D (the “Amendment”) is filed as Amendment No. 27 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”) and Pacific Investment Group, Inc., a Florida corporation (“Pacific”) (individually, the “Reporting Person” and collectively, the “Reporting Persons”). Mr. Lekach, IZJD and Pacific 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 and Pacific, 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 SW 30 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 6 of 8 Pages

Item 4. Purpose of Transaction.

Pursuant to various loan agreements of various dates between November 5, 2004 through October 20, 2005, the Reporting Persons pledged a total of 1,310,000 shares of Common Stock (comprised of (a) 520,000 shares issued in the name of Mr. Lekach, (b) 460,000 shares issued in the name of IZJD and (c) 330,000 shares issued in the name of Pacific) to a certain financial institution to secure repayment of amounts outstanding under certain credit facilities extended to the Reporting Persons. Commencing October 20, 2005, the Reporting Persons attempted to repay the amounts due under the loan agreements in order to have the shares of Common Stock released from the stock pledge. The Reporting Persons have complied with the terms of each of the loan agreements. The financial institution has on numerous occasions allegedly refused to accept payment from the Reporting Persons or otherwise did not cooperate with the Reporting Persons’ attempts to repay the loan amounts. Further, the Reporting Persons have been advised that the financial institution has allegedly sold, transferred or otherwise disposed of some or all of the shares of Common Stock pledged in connection with the loan agreements.

On July 13, 2006, the Reporting Persons commenced a legal proceeding against the financial institution seeking declaratory relief and damages arising from the financial institution’s alleged actions which have deprived the Reporting Persons of the right to recover the shares of Common Stock upon repayment of the various loans. The Reporting Persons intend to vigorously prosecute this claim against the financial institution. As of the date of this Amendment, there has been no resolution in the legal proceeding. This Amendment is filed to disclose the disposition of the shares of Common Stock arising from the financial institution’s alleged transfer of the shares of Common Stock subject to the stock pledges described above.

The Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the following actions: (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.


CUSIP No. 701645103		SCHEDULE 13D/A		Page 7 of 8 Pages

Item 5. Interest in Securities of the Issuer.

(a) As of the date of this Report, Mr. Lekach beneficially owned an aggregate of 2,908,360 Shares, which constituted approximately 15.0% of the Shares of Common Stock deemed to be outstanding after giving effect to the issuance of 1,600,000 shares of Common Stock issuable upon exercise of presently exercisable options owned by Mr. Lekach. The 2,908,360 Shares of Common Stock beneficially owned by Mr. Lekach consist of: (1) 0 Shares beneficially owned by IZJD; (2) 408,360 Shares beneficially owned by Pacific; (3) 900,000 shares owned jointly by Mr. Lekach and his spouse; and (4) 1,600,000 Shares issuable upon exercise of presently exercisable options.

(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 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 which any of the Reporting Persons are a party or are subject.

Item 7. Material to be Filed as Exhibits.

None.


CUSIP No. 701645103		SCHEDULE 13D/A		Page 8 of 8 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: January 12, 2007		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

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