-----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, TksVAlFk5pYkMIjXm552ACjrWyf8VW1UJC1WmFAZ0CcV0IKG8Tm2r4N4GmEyLy74 JvRwP4PgkKjZdEG/HtwnfA== 0001341004-06-003118.txt : 20061121 0001341004-06-003118.hdr.sgml : 20061121 20061121160333 ACCESSION NUMBER: 0001341004-06-003118 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20061121 DATE AS OF CHANGE: 20061121 GROUP MEMBERS: LILLIAN RUTH NUSSDORF 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-38657 FILM NUMBER: 061232974 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: NUSSDORF GLENN H CENTRAL INDEX KEY: 0001244191 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 14 EAST 81ST STREET CITY: NEW YORK STATE: NY ZIP: 10028 SC 13D 1 nyc566665.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) ---------------------- PARLUX FRAGRANCES, INC. (Name of Issuer) Common Stock, $0.01 par value per share 0000802356 (Title of class of securities) (CUSIP number) Daniel E. Stoller, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square, New York, New York 10036 (212) 735-3000 (Name, address and telephone number of person authorized to receive notices and communications) November 21, 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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. (However, see the Notes.) (Continued on following pages) (Page 1 of 6 Pages) ================================================================================ - ----------------------------------- ---------------------------------- CUSIP No. 0000802356 13D Page 2 of 6 Pages - ----------------------------------- ---------------------------------- - ------------ ---------------------------------------------------------------- 1 NAME OF REPORTING PERSON Glenn H. Nussdorf S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------ ---------------------------------------------------------------- 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 ITEM 2(d) OR 2(e): [ ] - ------------ ---------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States - ------------ ---------------------------------------------------------------- 7 SOLE VOTING POWER: 1,962,629 NUMBER OF SHARES ---------- ------------------------------------------------ 8 SHARED VOTING POWER: 250,000 BENEFICIALLY OWNED BY ---------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER: 1,962,629 EACH REPORTING ---------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER: 250,000 PERSON WITH - ------------ ---------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 2,212,629 REPORTING PERSON: - ------------ ---------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] - ------------ ---------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.2% - ------------ ---------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - ------------ ---------------------------------------------------------------- - ----------------------------------- ---------------------------------- CUSIP No. 0000802356 13D Page 3 of 6 Pages - ----------------------------------- ---------------------------------- - ------------ ---------------------------------------------------------------- 1 NAME OF REPORTING PERSON Lillian Ruth Nussdorf S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------ ---------------------------------------------------------------- 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 ITEM 2(d) OR 2(e): [ ] - ------------ ---------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ------------ ---------------------------------------------------------------- 7 SOLE VOTING POWER: 0 NUMBER OF SHARES ---------- ------------------------------------------------ 8 SHARED VOTING POWER: 250,000 BENEFICIALLY OWNED BY ---------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER: 0 EACH REPORTING ---------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER: 250,000 PERSON WITH - ------------ ---------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 250,000 REPORTING PERSON: - ------------ ---------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] - ------------ ---------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.38% - ------------ ---------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - ------------ ---------------------------------------------------------------- This Amendment No. 4 ("Amendment No. 4") is being filed by and on behalf of Glenn H. Nussdorf ("Mr. Nussdorf") and Lillian Ruth Nussdorf (collectively with Mr. Nussdorf, the "Nussdorfs"), and it amends the statement of beneficial ownership on Schedule 13D (the "Schedule 13D") filed on September 7, 2006, as amended by Amendment No. 1 filed on September 27, 2006, Amendment No. 2 filed on September 27, 2006 and Amendment No. 3 filed on October 17, 2006 with respect to the ownership of common stock, par value $0.01 per share ("Common Stock"), of Parlux Fragrances, Inc. ("Parlux" or the "Company"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D, as previously amended. ITEM 3. Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13D is hereby amended in its entirety to read as follows: The 2,212,629 shares owned by the Nussdorfs were acquired with personal funds (including margin funds and brokerage loans) for an aggregate net purchase price of $13,313,441.60 (including commissions). Mr. Nussdorf effects purchases of securities primarily through margin accounts maintained for him with Goldman, Sachs & Co. and Davis Securities, which may extend margin credit to Mr. Nussdorf as and when required to open or carry positions in the margin accounts, subject to applicable Federal margin regulations, stock exchange rules and the respective firm's credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. With respect to the Company's Common Stock, Mr. Nussdorf has margin loans of $4,316,948 with Goldman, Sachs & Co. and $1,262,761 with Davis Securities. ITEM 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended by adding the following thereto: On November 21, 2006, Mr. Nussdorf sent a letter (the "Letter") to the Board of Directors of the Company in which Mr. Nussdorf advised the Board of Directors of his intention to commence a consent solicitation to remove all or a majority of the members of the Board of Directors of the Company and to fill the vacancies created by such removal with individuals to be nominated by Mr. Nussdorf. The Letter is filed as Exhibit 99.1 to this Amendment No. 4 and is incorporated herein by reference. ITEM 5. Interest in Securities of the Issuer . Item 5 of the Schedule 13D is hereby amended in its entirety to read as follows: Item 5(a). The aggregate percentages of shares of Common Stock reported owned by Mr. Nussdorf and Ms. Nussdorf is based upon 18,152,332 shares outstanding, which is the total number of shares of Common Stock outstanding as reported on the Issuer's Form 10-Q dated August 30, 2006. Item 5(b). As of the close of business on November 20, 2006, Mr. Nussdorf beneficially owned 2,212,629 shares of Common Stock, constituting approximately 12.2% of the shares outstanding. Mr. Nussdorf has sole voting and dispositive power with respect to 1,962,629 of the shares beneficially owned by him. As of the close of business on November 20, 2006, Ms. Nussdorf beneficially owned 250,000 shares of common stock, constituting approximately 1.38% of the shares outstanding. Ms. Nussdorf has sole voting and dispositive power with respect to all of the shares beneficially owned by her. Item 5(c). All transactions effected by the Nussdorfs are disclosed on Schedule I, a copy of which is attached hereto as Exhibit 99.2. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended by adding the following thereto: For information concerning Mr. Nussdorf's margin loans see Item 3 above. ITEM 7. Material to be Filed as Exhibits. Exhibit 1 Power of Attorney for Glenn H. Nussdorf Exhibit 2 Power of Attorney for Lillian Ruth Nussdorf Exhibit 99.1 Letter, dated November 21, 2006, from Glenn H. Nussdorf to the Board of Directors of the Company Exhibit 99.2 Schedule I Exhibit 99.3 Joint Filing Agreement Pursuant to Rule 13d-1(k)(1) by and between Glenn H. Nussdorf and Lillian Ruth Nussdorf, dated November 21, 2006. [The remainder of this page intentionally left blank.] SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: November 21, 2006 /s/ Alfred R. Paliani ------------------------------------------------ Glenn H. Nussdorf By: Alfred R. Paliani, duly authorized under Power of Attorney filed as an Exhibit hereto s/ Alfred R. Paliani ------------------------------------------------ Lillian Ruth Nussdorf By: Alfred R. Paliani, duly authorized under Power of Attorney filed as an Exhibit hereto EX-99 2 gnuss.txt EXHIBIT 1- GLENN NUSSDORF POA Exhibit 1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I, GLENN H. NUSSDORF, hereby make, constitute and appoint ALFRED R. PALIANI with full power to act as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities to sign a Schedule 13D with respect to Parlux Fragrances, Inc. and any and all amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in fact and agent full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall be effective as of September 7, 2006 and shall remain in full force and effect until revoked in writing by the undersigned. Any and all actions previously taken by ALFRED R. PALIANI in signing on my behalf a Schedule 13D with respect to Parlux Fragrences, Inc. and any and all amendments thereto are hereby approved, adopted and ratified in all respects. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents on this 17th day of October 2006. /s/ Glenn H. Nussdorf ---------------------------------------------- GLENN H. NUSSDORF Sworn to before me this 17th day of October 2006 Notary Public /s/ Stuart Radish - ---------------------------- Stuart Radish Notary Public, State of New York No. 01RA6115435 Qualified in New York County Commission Expires September 7, 2008 EX-99 3 lrnuss.txt EXHIBIT 2 - LILLIAN R. NUSSDORF POA Exhibit 2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I, LILLIAN RUTH. NUSSDORF, hereby make, constitute and appoint ALFRED R. PALIANI with full power to act as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities to sign a Schedule 13D with respect to Parlux Fragrances, Inc. and any and all amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in fact and agent full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall be effective as of September 7, 2006 and shall remain in full force and effect until revoked in writing by the undersigned. Any and all actions previously taken by ALFRED R. PALIANI in signing on my behalf a Schedule 13D with respect to Parlux Fragrences, Inc. and any and all amendments thereto are hereby approved, adopted and ratified in all respects. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents on this 17th day of October 2006. /s/ Lillian Ruth Nussdorf ------------------------------- LILLIAN RUTH NUSSDORF Sworn to before me this 17th day of October 2006 Notary Public /s/ Stuart Radish - ---------------------------------- Stuart Radish Notary Public, State of New York No. 01RA6115435 Qualified in New York County Commission Expires September 7, 2008 EX-99 4 nyc638797.txt EXHIBIT 99.1 - LETTER TO BOARD OF DIRECTORS Exhibit 99.1 Glenn H. Nussdorf 2060 9th Avenue Ronkonkoma, N.Y. 11779 November 21, 2006 BY FACSIMILE AND - ---------------- FEDERAL EXPRESS - --------------- Board of Directors of Parlux Fragrances, Inc. c/o Mr. Ilia Lekach Chairman of the Board, Chief Executive Officer and President 3725 S.W. 30th Avenue Ft. Lauderdale, FL 33312 Dear Board Members: I am writing to advise you that I intend to commence a consent solicitation to remove all or a majority of the members of the Board of Directors of Parlux Fragrances, Inc. ("Parlux" or the "Company") and to fill vacancies created by such removal with individuals to be nominated by me. As the beneficial owner of a substantial percentage of the outstanding shares of Parlux, I believe that much can be done to increase shareholder value and that it is time for immediate change at both the Board and management levels. The decline in the Company's share price from a high closing price of $18.96 earlier this year (after adjusting for a 2-for-1 split in June 2006) to the current $6.26 level (a decrease in shareholder value of 67%), the Company's recent disclosure of decreased sales and earnings for the quarter ended September 30, 2006, and the allegations in the recently amended class action lawsuit that the Company improperly recognized revenues on sales to related parties, have led me to conclude that the Board of Directors is failing to act in the best interests of the Company's shareholders and is not exercising appropriate oversight of management. I am convinced that a continuation of the status quo risks a further destruction of shareholder value and, accordingly, I intend to protect the value of my significant investment in the Company through a consent solicitation to replace members of the Board of Directors. As I have publicly disclosed in my Schedule 13D filing, I am exploring the possibility of making an acquisition proposal to acquire the Company in a business combination transaction. While I have not made a decision at this time whether to pursue such a proposal, I strongly urge the Board not to take any action (such as the previously announced and subsequently abandoned sale of the Perry Ellis brand) which would materially modify or impact the Company's business, products or assets and could adversely effect the Company's value. In addition, the consent solicitation will present Parlux shareholders with a unique opportunity to express their views on the future direction of the Company. Members of the Board of Directors Parlux Fragrances, Inc. November 21, 2006 Page 2 In view of the foregoing, I am putting each director and executive officer on notice not to attempt to usurp the rights of shareholders to determine the Company's future direction, including any attempt to sell or otherwise dispose of or surrender any of its product lines, including, without limitation, the Perry Ellis brand. I intend to take all actions necessary to hold each director and executive officer accountable if they approve or engage in any transaction with respect to the foregoing or which is otherwise inconsistent with the best interests of the Company and its shareholders. In addition, Mr. Lekach is aware of my serious concern about the level of payments and benefits under existing severance agreements with him and three other senior executives of Parlux. I am putting Parlux's Board of Directors on notice that no payments should be made or benefits granted under these agreements until they are subjected to a thorough review by my nominees, if elected to the Board. Sincerely, /s/ Glenn H. Nussdorf Glenn H. Nussdorf PARTICIPANT LEGEND ------------------ Glenn H. Nussdorf ("Mr. Nussdorf") presently intends to commence a consent solicitation and file a consent statement with the Securities and Exchange Commission (the "SEC") to solicit stockholders of Parlux Fragrances, Inc. (the "Company") with respect to (i) the removal without cause of all or a majority of the members of the Company's Board of Directors and (ii) the election of certain individuals nominated by Mr. Nussdorf to the Company's Board of Directors. MR. NUSSDORF STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE CONSENT SOLICITATION STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH CONSENT SOLICITATION. SUCH CONSENT SOLICITATION STATEMENT, WHEN FILED, AND ANY OTHER RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. PARTICIPANT INFORMATION Mr. Nussdorf and certain other persons and entities may be deemed to be participants in Mr. Nussdorf's solicitation of consents from stockholders of the Company. Information concerning such participants was filed by Mr. Nussdorf with the SEC on November 21, 2006 on Schedule 14A, as such filing may be updated from time to time. EX-99 5 ex99-2_1121.txt EXHIBIT 99.2 - SCHEDULE I Exhibit 99.2 SCHEDULE I GLENN NUSSDORF Per Share (including commissions) Trade Date Shares Average Price Nature of Transaction ---------- ------ -------------- --------------------- August 11, 2006 650,000 $5.15 Open market purchase August 16, 2006 (500,000) $6.40 Open market sale August 18, 2006 111,830 $5.83 Open market purchase August 18, 2006 189,000 $5.98 Open market purchase August 28, 2006 276,188 $5.70 Open market purchase August 29, 2006 20,100 $6.24 Open market purchase August 29, 2006 515,511 $6.53 Open market purchase August 30, 2006 100,000 $6.49 Open market purchase September 6, 2006 100,000 $6.20 Open market purchase September 6, 2006 300,000 $6.22 Open market purchase September 7, 1006 200,000 $6.35 Open market purchase Total 1,962,629 LILLIAN RUTH NUSSDORF GLENN NUSSDORF Per Share (including commissions) Trade Date Shares Average Price Nature of Transaction ---------- ------ -------------- --------------------- August 11, 2006 250,000 $5.15 Open market purchase Total 250,000 Note: Two entries on the same trade date indicates that shares were purchased in different accounts maintained by Mr. Nussdorf. EX-99 6 ex99-3_1121.txt EXHIBIT 99.3 - JOINT FILING AGREEMENT Exhibit 99.3 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(k) (1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or her contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or she knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument. Dated: November 21, 2006 /s/ Alfred R. Paliani ------------------------------------------------ Glenn H. Nussdorf By: Alfred R. Paliani, duly authorized under Power of Attorney /s/ Alfred R. Paliani ------------------------------------------------ Lillian Ruth Nussdorf By: Alfred R. Paliani, duly authorized under Power of Attorney [JOINT FILING AGREEMENT FOR SCHEDULE 13D WITH RESPECT TO PARLUX FRAGRANCES, INC.] -----END PRIVACY-ENHANCED MESSAGE-----