-----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, Sn9VFvOilyA3b09lhPtzDaKKbiVa/5P9Xj5nyyy/3i8SiqhFxv/qL9pWSZ/teZDd No4J6pwDlYOyrGpJesAQNw== 0001341004-07-000107.txt : 20070110 0001341004-07-000107.hdr.sgml : 20070110 20070110130251 ACCESSION NUMBER: 0001341004-07-000107 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070110 DATE AS OF CHANGE: 20070110 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38657 FILM NUMBER: 07522603 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/A BUSINESS ADDRESS: STREET 1: 14 EAST 81ST STREET CITY: NEW YORK STATE: NY ZIP: 10028 SC 13D/A 1 ny1194869.htm SC 13D/A

 


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

______________________________

PARLUX FRAGRANCES, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of class of securities)

 

0000802356

(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)

January 10, 2007

(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-(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 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 5 Pages)

 


 

 



 

 

 

 

 



 

 

 

CUSIP No. 0000802356

13D

Page 2 of 5 Pages

 

 

 

1

 

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON

Glenn H. Nussdorf

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

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON WITH

 

7

 

SOLE VOTING POWER:

1,962,629

 

8

 

SHARED VOTING POWER:

250,000

 

9

 

SOLE DISPOSITIVE POWER:

1,962,629

 

10

 

SHARED DISPOSITIVE POWER:

250,000

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

2,212,629

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:


[ ]

13

 

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

12.0%

14

 

TYPE OF REPORTING PERSON:

IN

 

 

 



 

 

 

CUSIP No. 0000802356

13D

Page 3 of 5 Pages

 

 

 

1

 

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON

Lillian Ruth Nussdorf

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):


o

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON WITH

 

7

 

SOLE VOTING POWER:

0

 

8

 

SHARED VOTING POWER:

250,000

 

9

 

SOLE DISPOSITIVE POWER:

0

 

10

 

SHARED DISPOSITIVE POWER:

250,000

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

250,000

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:


[ ]

13

 

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

1.36%

14

 

TYPE OF REPORTING PERSON:

IN

 

 

 



 

 

This Amendment No. 6 (“Amendment No. 6”) is being filed by and on behalf of Glenn H. Nussdorf ("Mr. Nussdorf") and Lillian Ruth Nussdorf ("Ms. Nussdorf," and 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, Amendment No. 3 filed on October 17, 2006, Amendment No. 4 filed on November 21, 2006 and Amendment No. 5 filed on December 22, 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 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by adding the following thereto:

 

On January 8, 2007, the Company issued a press release disclosing a record date of January 17, 2007 in connection with Mr. Nussdorf's solicitation of consents from the Company's stockholders for the purposes of removing, without cause, all members of the Board and electing himself and his five other nominees as directors of the Company.

 

On January 9, 2007, the Company issued a press release disclosing that the Company's Board had authorized stock repurchases of up to 10 million shares of Common Stock, constituting almost 55% of the Company's currently outstanding shares.

 

On January 10, 2007, Mr. Nussdorf sent a letter to the Board expressing his concern that the stock repurchases may be made for the purpose of, and in a manner designed to, entrench the Company's current management and Board. Also, Mr. Nussdorf demanded, in the letter, that the Company make immediate, full and clear public disclosure of the purposes of the massive stock repurchase authorization and how it is intended that any shares repurchased by the Company, whether prior to, on, or after the record date, will be treated for purposes of his consent solicitation. The letter is filed as Exhibit 99.4 to this Amendment No. 6 and is incorporated herein by reference.

 

ITEM 5.

Interest in Securities of the Issuer .

Items 5(a) and 5(b) of the Schedule 13D are hereby amended in their entirety to read as follows:

Item 5(a). The aggregate percentages of shares of Common Stock reported owned by Mr. Nussdorf and Ms. Nussdorf are based upon 18,430,332 shares outstanding, which Mr. Nussdorf understands are the number of outstanding shares of Common Stock as of December 29, 2006.

Item 5(b). As of the close of business on January 9, 2007, Mr. Nussdorf beneficially owned 2,212,629 shares of Common Stock, constituting approximately 12.0% of the shares currently 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 January 9, 2007, Ms. Nussdorf beneficially owned 250,000 shares of Common Stock, constituting approximately 1.36% of the shares currently outstanding. Ms. Nussdorf shares with Mr. Nussdorf voting and dispositive power with respect to all of the shares beneficially owned by her.

 

 

 



 

 

ITEM 7.

Material to be Filed as Exhibits.

Exhibit 99.4

Letter, dated January 10, 2007, from Glenn H. Nussdorf to the Board

 

of Directors of the Company

 

[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: January 10, 2007

 

                    

 

 

/s/ Alfred R. Paliani

 

 

-------------------------------------------------

 

 

Glenn H. Nussdorf

 

 

By: Alfred R. Paliani, duly authorized under

 

previously filed Power of Attorney

 

 

 

 

 

/s/ Alfred R. Paliani

 

 

-------------------------------------------------

 

 

Lillian Ruth Nussdorf

 

 

By: Alfred R. Paliani, duly authorized under

 

previously filed Power of Attorney

 

 

 

 

 

 

 

EX-99 2 ny649462.htm EX 99.4 LETTER TO BD. OF DIRS. PARLUX FRAGRANCES

Glenn H. Nussdorf

2060 Ninth Avenue

Ronkonkoma, New York 11779

 

 

January 10, 2007

 

 

VIA FACSIMILE AND OVERNIGHT MAIL

 

Board of Directors of Parlux Fragrances, Inc.

c/o Mr. Ilia Lekach

Chairman of the Board and Chief Executive Officer

Parlux Fragrances, Inc.

3725 S.W. 30th Avenue

Fort Lauderdale, FL 33312

 

Dear Board Members:

On Monday, January 8, 2007, Parlux Fragrances, Inc. (the "Company") issued a press release announcing a record date of January 17, 2007 in connection with my solicitation of consents from the Company's stockholders for the purposes of removing, without cause, all members of the Company's Board of Directors and electing myself and my five other nominees as directors of the Company.

On Tuesday, January 9, 2007, the Company issued a press release announcing that you, the Company's Board of Directors, have authorized stock repurchases of up to 10 million shares of the Company's common stock. This is an extraordinarily large stock repurchase authorization, covering almost 55% of the Company's approximately 18,430,000 outstanding shares.

In light of the fact that my consent solicitation will be commencing very shortly, that the record date is one week from today, and that the Board has just authorized massive stock repurchases, I am understandably concerned that the stock repurchases may be made for the purpose of, and in a manner designed to, entrench the Company's current management and Board of Directors. I believe that any use of corporate funds for such purpose would constitute an unconscionable breach of fiduciary duty and misuse of corporate assets and, in such event, I intend to hold you responsible.

I demand that the Company make immediate, full and clear public disclosure of the purposes of the massive stock repurchase authorization and how it is intended that any shares repurchased by the Company, whether prior to, on, or after the record date, will be treated for purposes of my consent solicitation.

 

Very truly yours,

 

 

 

 

/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 December 27, 2006 on Schedule 14A, as such filing may be updated from time to time.

 

 

 

 

 

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