0000802356-12-000035.txt : 20120424 0000802356-12-000035.hdr.sgml : 20120424 20120424113938 ACCESSION NUMBER: 0000802356-12-000035 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120424 DATE AS OF CHANGE: 20120424 FILER: 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-11953 FILM NUMBER: 12775099 BUSINESS ADDRESS: STREET 1: 3725 S W 30TH AVE CITY: FT LAUDERDALE STATE: FL ZIP: 33312 BUSINESS PHONE: 9543169008 MAIL ADDRESS: STREET 1: 5900 N. ANDREWS AVENUE STREET 2: SUITE 500 CITY: FT LAUDERDALE STATE: FL ZIP: 33309 POS AM 1 a333-11953postxeffectiveam.htm 333-11953 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 333-11953 Post-Effective Amendment No. 1 to Form S-3
As filed with the Securities and Exchange Commission on April 24, 2012
Registration No. 333-11953
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 
PARLUX FRAGRANCES, LLC
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
45-4766421
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification No.)

35 Sawgrass Drive, Suite 2
Bellport, NY 11713
(Address of Principal Executive Offices) (Zip Code)

Donna L. Dellomo
Assistant Secretary
Parlux Fragrances, LLC
35 Sawgrass Drive, Suite 2
Bellport, NY 11713
Phone: (631) 866-4100
(Telephone number, including area code, of agent for service)
 
Copy to:
Matthew C. Dallett
Edwards Wildman Palmer LLP
111 Huntington Avenue
Boston, Massachusetts 02199-7613
Tel: (617) 239-0100
 
 




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨                Accelerated filer     ¨        
Non-accelerated filer ¨                 Smaller reporting company x        
(Do not check if a smaller reporting company)    
  
 

DEREGISTRATION OF UNSOLD SECURITIES
On April 18, 2012, pursuant to the Agreement and Plan of Merger, dated as of December 23, 2011 (the “Merger Agreement”), by and among Perfumania Holdings, Inc. (“Perfumania”), Parlux Fragrances, Inc., a Delaware corporation (the “Registrant”), and PFI Merger Corp., a Delaware corporation and wholly owned subsidiary of Perfumania (“Merger Sub”), Perfumania acquired all the outstanding shares of the Registrant's common stock via a merger of the Registrant with Merger Sub, with the Registrant surviving the merger. The Registrant was then merged into PFI Merger Sub I, LLC, which survived this second merger as a wholly owned subsidiary of Perfumania and changed its name to Parlux Fragrances, LLC.
In connection with the mergers, the Registrant terminated the offering of shares of its Common Stock registered pursuant to the registration statement on Form S-3, Registration No. 333-11953, filed on September 13, 1996 (the “Registration Statement”). Pursuant to the undertaking made by the Registrant in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of the securities which remain unsold under the Registration Statement.



SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellport, State of New York, on April 24, 2012.
 
PARLUX FRAGRANCES, LLC
 
By: /s/ Donna L. Dellomo
Name: Donna L. Dellomo
Title: Assistant Secretary