8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

^{Washington, DC 20549}

^{______________}

FORM 8-K

^{______________}

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):  June 14, 2006

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PARLUX FRAGRANCES, INC.

(Exact name of registrant as specified in its charter)

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DELAWARE	0-15491	22-2562955
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3725 S.W. 30^th Avenue, Fort Lauderdale, Florida 33312

(Address of principal executive offices) (Zip Code)

954-316-9008

(Registrant’s telephone Number, including area code):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 8 – OTHER EVENTS

Item 8.01

Other Events

On June 14, 2006, Parlux Fragrances, Inc. (the “Company”) announced that its Board of Directors had received an unsolicited letter dated June 13, 2006 (the “Letter”) from its Chairman and CEO, Mr. Ilia Lekach, representing PF Acquisition of Florida LLC, pertaining to the possible acquisition of all of the outstanding common stock of the Company at a proposed price of $29.00 per share in cash, representing a premium of 55% over the closing price of the common stock of the Company on June 13, 2006. A copy of the Letter and the press release announcing the receipt of the Letter by the Company are both attached to this Current Report on Form 8-K and are incorporated herein by reference.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01

Financial Statements and Exhibits

(c)

Exhibits

Exhibit No.	Description
99.1	Letter dated June 13, 2006 (furnished herewith)
99.2	Press release dated June 14, 2006 (furnished herewith)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  June 16, 2006

PARLUX FRAGRANCES, INC.
By:	/s/ FRANK A. BUTTACAVOLI
	Frank A. Buttacavoli,
	Executive Vice President, Chief Operating Officer and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter dated June 13, 2006 (furnished herewith)
99.2	Press release dated June 14, 2006 (furnished herewith)

EX-99.1

EXHIBIT 99.1

SETH P. JOSEPH

DIRECT LINE:  (305) 460-1129

EMAIL:  SPJ@ADORNO.COM

June 13, 2006

The Board of Directors

Parlux Fragrances, Inc.

3725 S.W. 30th Avenue

Fort Lauderdale, FL 33312

Re: Proposed Purchase of Shares of Parlux Fragrances, Inc. (the “Company”)

Ladies and Gentlemen:

On behalf of our client, PF Acquisition of Florida LLC (“Acquisition Co.”), a Delaware limited liability company, we are pleased to submit to you a proposal, subject to the mutual execution of a definitive agreement, pursuant to which Acquisition Co. would acquire all of the outstanding common stock of the Company which is not directly or indirectly owned by Ilia Lekach, at a cash purchase price of $29.00 per share. Acquisition Co., is presently owned by Ilia Lekach. Mr. Lekach, IZJD Corp., a Florida corporation, and Pacific Investments Group, Inc., a Florida corporation, have agreed to contribute their shares of common stock of Parlux Fragrances to Acquisition Co. in exchange for membership interests in Acquisition Co.

In July 2005, the Company hired Citigroup and Oppenheimer to seek a sale of the Company. However, to date, this effort has not resulted in a qualified proposal from a third party to acquire the Company. Consequently, the price of $29.00 per share, which represents a premium of approximately 58% over $18.40 per share (the closing price of the Company’s common stock as publicly quoted on June 12, 2006) should fulfill the Company’s original objectives when it began exploring its options in 2005. The closing of this proposed transaction will be on or before November 30, 2006. All stock options other than those held by Ilia Lekach would be cashed out at a price equal to the difference of $29.00 and the exercise price for each option.

Certain funds necessary to complete the acquisition may be obtained through a variety of financing alternatives including, but not limited to, private equity investments in Acquisition Co., by private equity firms to be selected in the future on terms to be negotiated, the sale proceeds of assets held by Ilia Lekach, and borrowings by Acquisition Co. As such, this proposal is contingent upon third party financing. Furthermore, this proposal assumes that there will be no regulatory delays, although customary filings with the Securities and Exchange Commission will be required. Lastly, this offer is also contingent upon the execution of a definitive merger agreement containing customary closing conditions (including an appropriate “break-up fee”), the approval by the Company’s Board of Directors and approval of the majority of the shareholders of the Company voting at the meeting, other than Mr. Lekach.

We understand that the Special Committee (a committee of independent members of the Company’s Board of Directors), will consider this proposal and seek advice from its own legal counsel and financial advisor in this regard. Acquisition Co. is prepared to proceed immediately with negotiations with the Special Committee and its advisors with the goal of producing a mutually- satisfactory merger agreement as promptly as possible.

Please contact the undersigned at (305) 460-1469 in order to establish a framework for further discussions in this regard.

Sincerely,

Seth P. Joseph

SPJ/ls

cc:

Glenn Gopman

Esther Egozi Choukroun

David Stone

Jaya Koder Zebede

Isaac Lekach

EX-99.2

EXHIBIT 99.2

For Immediate Release

PARLUX RECEIVES LETTER FROM CEO LEKACH

TO PRIVATIZE COMPANY AT $29.00 PER SHARE

FORT LAUDERDALE, FLORIDA June 14, 2006. Parlux Fragrances, Inc. (NASDAQ:PARL) announced today that its Board of Directors had received an unsolicited letter from its Chairman and CEO, Mr. Ilia Lekach, representing PF Acquisition of Florida LLC, pertaining to the possible acquisition of all of the outstanding common stock of the Company at a proposed price of $29.00 per share in cash, representing a premium of 55% over the closing price of the common stock of the Company on June 13, 2006.

The offer is subject to financial and other contingencies.

Frank A. Buttacavoli, COO and CFO, commented, “The offer has been referred to the Special Committee of Independent Directors of the Parlux Board of Directors.”

Parlux Fragrances, Inc. is a manufacturer and international distributor of prestige products. It holds licenses for Paris Hilton fragrances, watches, cosmetics, sunglasses, handbags and other small leather accessories in addition to licenses to manufacture and distribute the designer fragrance brands of Perry Ellis, GUESS?, XOXO, Ocean Pacific (OP), Maria Sharapova, Andy Roddick, babyGund, and Fred Hayman Beverly Hills.

The Company may periodically release forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company or its industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, among others, future trends in sales and the Company’s ability to introduce new products in a cost-effective manner. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the d ate hereof or to reflect the occurrence of unanticipated events.

FOR:

Parlux Fragrances, Inc. (954)316-9008

CONTACT:

Frank A. Buttacavoli, Executive Vice President & COO/CFO Ext. 8117

PR NEWSWIRE:

COMPANY NEWS ON-CALL:  (800) 758-5804 Parlux code 674987

COMPANY NEWS ON-INTERNET:  http://www.prnewswire.com