-----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, SYFzXIVsDBHDe85CE9w+93vLBZI08LUsuJb/TlusoA6E8Krs+tLT7Q4q2Zm+2Gtm irurhP6NhCf5o0IKn6kSKQ== 0000950152-98-006863.txt : 19980817 0000950152-98-006863.hdr.sgml : 19980817 ACCESSION NUMBER: 0000950152-98-006863 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980814 SROS: NONE 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: SEC FILE NUMBER: 005-38657 FILM NUMBER: 98691662 BUSINESS ADDRESS: STREET 1: 3725 S W 30TH AVE CITY: FT LAUDERDALE STATE: FL ZIP: 33312 BUSINESS PHONE: 3059467700 MAIL ADDRESS: STREET 1: 3725 S W 30TH AVENUE CITY: FT LAUDERDALE STATE: FL ZIP: 33312 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH SHORE ASSOCIATES LP CENTRAL INDEX KEY: 0001043812 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 113090062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 980 N FEDERAL HIGHWAY STREET 2: STE 310A CITY: BOCA RATON STATE: FL ZIP: 33432 MAIL ADDRESS: STREET 1: 980 N FEDERAL HGWY STE 310A CITY: BOCA RATON STATE: FL ZIP: 33432 SC 13D 1 PARLUX FRAGRANCES/NORTH SHORE ASSOCIATES SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _________)* PARLUX FRAGRANCES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 701645103 (CUSIP Number) John F. Ballard, Esq. Buckingham, Doolittle & Burroughs, LLP One Cleveland Center - Suite 1700 1375 E. 9th St. Cleveland, OH 44114 (216) 621-5300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 5, 1998 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. *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 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 (however, see the Notes). 2 SCHEDULE 13D
CUSIP No. 701645103 Page 1 of 5 Pages -------- ------- - -------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON North Shore Associates, L.P. (TIN: 11-3090062 ) - -------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (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 Delaware - -------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 755,000 ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 755,000 ------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER - --------------------------------------------------------------------------------------------
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- -------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 755,000 - -------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - -------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - --------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. Security and Issuer This statement relates to the Common Stock, par value $ 0.01 per share (the "Common Stock"), of Parlux Fragrances, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 3725 S.W. 30th Avenue, Fort Lauderdale, FL 33312. Item 2. Identity and Background This statement is filed by North Shore Associates, L.P. ("North Shore"), a Delaware limited partnership, whose business address (the "Business Address") is c/o North Country Capital Corp., 980 North Federal Highway, Suite 310A, Boca Raton, FL 33432. The sole general partner of North Shore is NSA Management, L.P. ("NSA"), a Delaware limited partnership. The sole general partner of NSA is North Country Capital Corp. ("North Country"), a Florida corporation. Mr. Robert H. Siegler is the sole officer, shareholder and director of North Country. The business addresses of NSA, North Country and Mr. Siegler are the Business Address. The principal business of North Shore is investing in United States and foreign securities. The sole business of NSA is to act as the general partner of North Shore. The principal business of North Country is to act as the general partner of NSA, and indirectly, through NSA, to manage and direct the affairs of North Shore. Mr. Siegler's present principal occupation is as a Managing Director of J.W. Charles Securities, Inc., 980 North Federal Highway, Suite 210, Boca Raton, FL 33432. None of North Shore, NSA, North Country or Mr. Siegler have, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors or (ii) a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree and final order enjoining future violations of, 3 4 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 North Shore beneficially owns 755,000 shares (the "Shares"), or approximately 5.1%, of the outstanding Common Stock of the Issuer. The Shares were purchased in transactions on the NASDAQ Stock Market for an aggregate consideration of $1,728,997. The Shares were acquired by North Shore from working capital. Item 4. Purpose of Transaction The Shares have been acquired by North Shore for investment purposes. North Shore, depending upon market conditions and other factors, in the future may acquire beneficial ownership of additional shares of Common Stock or dispose of all or a portion of the Common Stock which North Shore beneficially owns or hereafter may acquire. North Shore has no present plans or proposals that relate to, or would result in, an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, a sale or transfer of any of the Issuer's assets, a change in the present Board of Directors or management of the Issuer, a change in the present capitalization or dividend policy of the Issuer, any other material change in the Issuer's business or corporate structure, or changes in the Issuer's charter or bylaws, or with respect to the delisting or deregistration of any of the Issuer's securities. Item 5. Interest in Securities of the Issuer North Shore beneficially owns 755,000 shares (the "Shares"), or approximately 5.1% of the outstanding stock of the issuer. North Shore has the sole power to vote and direct the disposition of the Shares; except that, by virtue of their control relationships as described in Item 2, above, NSA, North Country and Mr. Siegler have the power, directly or indirectly, to control the voting and disposition of such Shares. North Shore has engaged in the following transactions, all of which were effectuated on the NASDAQ Stock Market, in the Issuer's Common Stock in the last sixty days:
Date No. of Shares Price Per Share 06/08/98 29,000 2.03 06/15/98 25,826 2.03 07/22/98 15,000 1.9675 06/23/98 20,000 1.9675 06/24/98 10,174 1.99875 08/03/98 10,000 1.53 08/04/98 5,200 1.53 08/05/98 19,800 1.53 08/05/98 10,000 1.405 08/05/98 10,000 1.28
4 5 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Except as described herein, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between North Shore and any persons with respect to any securities of the Issuer. Item 7. Materials to be Filed as Exhibits None Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct. August 14, 1998 NORTH SHORE ASSOCIATES, L.P. By: NSA MANAGEMENT, L.P., General Partner By: NORTH COUNTRY CAPITAL CORP., General Partner By: /s/ Robert H. Siegler ------------------------------------------ Robert H. Siegler, President
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