-----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, K4ieTX/0JpYQhRS+mvOj3++BoCQZ6oxRmDtI4snarERLU9X6/hrzqMxUl5szkO/R WA9er5vr+cHTdB00Pavafw== 0001116502-06-001399.txt : 20060706 0001116502-06-001399.hdr.sgml : 20060706 20060706110751 ACCESSION NUMBER: 0001116502-06-001399 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060630 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060706 DATE AS OF CHANGE: 20060706 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15491 FILM NUMBER: 06946781 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 8-K 1 parlux8k.htm CURRENT REPORT United States Securities & Exchange Commission EDGAR Filing


 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 30, 2006

______________

PARLUX FRAGRANCES, INC.

(Exact name of registrant as specified in its charter)

______________


Delaware

0-15491

22-2562955

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

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

(Address of Principal Executive Office) (Zip Code)

954-316-9008

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

¨ 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)

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

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

 

 






Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On June 30, 2006, Parlux Fragrances, Inc. (“Parlux” or the “Company”) received a Nasdaq Staff Determination notice from the Nasdaq Stock Market Listing Qualifications Department that the Company’s failure to timely file its Annual Report on Form 10-K for the year ended March 31, 2006 (“Form 10-K”) violated Nasdaq Marketplace Rule 4310(c)(14). As a result, Parlux’s common stock is subject to delisting from Nasdaq National Market at the opening of business on July 11, 2006, unless we request a hearing in accordance with Nasdaq Marketplace Rules. We intend to request a hearing before the Nasdaq Listing Qualifications Panel to review the Staff Determination, which will automatically defer the delisting of our common stock pending the Panel’s review and determination. Parlux’s common stock will continue to be traded on The Nasdaq National Market after the hearing request is made and until the Panel issues a determination and any exception granted by the Panel has expired.

We have delayed filing our Form 10-K until we complete management’s assessment of the internal controls and reporting requirements under Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”). We intend to file the Form 10-K as soon as practicable after we complete the SOX assessment and reporting processes, including those of our independent auditors.

Parlux issued a press release on July 5, 2006, regarding the contents of the Nasdaq Staff Determination notice, a copy of which is attached as Exhibit 99.1 to this Report and incorporated in this Report by this reference.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits


Exhibit No.

 

Description

  

                                                                                                 

99.1

     

Press Release dated July 5, 2006 (furnished herewith).





2



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.


         

PARLUX FRAGRANCES, INC.

  

  

   
 

By:  

/s/ FRANK A. BUTTACAVOLI

  

Frank A. Buttacavoli

Executive Vice President,
Chief Operating Officer and
Chief Financial Officer

  

Date:  July 6, 2006




3



INDEX TO EXHIBITS


Exhibit No.

 

Description

  

                                                                                                 

99.1

     

Press Release dated July 5, 2006 (furnished herewith).






EX-99.1 2 pressrelease991.htm PRESS RELEASE United States Securities & Exchange Commission EDGAR Filing

 


EXHIBIT 99.1


For Immediate Release


PARLUX RECEIVES NOTICE FROM NASDAQ

DUE TO LATE FILING OF FORM 10-K;

COMPANY TO REQUEST HEARING WITH NASDAQ LISTING PANEL


FORT LAUDERDALE, FLORIDA, July 5, 2006. Parlux Fragrances, Inc. (NASDAQ: PARL) announced today that due to the delay in filing its Form 10-K for the period ended March 31, 2006, the Company has received a letter from The Nasdaq Stock Market indicating that the Company’s common stock is subject to delisting pursuant to Nasdaq Marketplace Rule 4310(c)(14). Nasdaq Marketplace Rule 4310(c)(14) requires the Company to file all reports with the Securities and Exchange Commission on a timely basis, as required by the Securities Exchange Act of 1934, as amended.


Parlux will request a hearing before the Nasdaq Listing Qualifications Panel, thereby automatically deferring the delisting of its common stock pending the Panel’s review and determination. Until the Panel issues a determination and the expiration of any exception granted by the Panel, Parlux’s common stock will continue to be traded on The Nasdaq National Market. However, as a result of the delayed filing of its Form 10-K, the trading symbol for the Company’s common stock will be changed from PARL to PARLE.


As announced on June 29, 2006, Parlux has delayed filing its Annual Report on Form 10-K until completion of management’s assessment of the internal controls and reporting requirements under Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”). Parlux intends to file its Form 10-K for the fiscal year ended March 31, 2006 as soon as practicable following completion of the SOX assessment and reporting processes, including those of the Company’s independent auditors.


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 cir cumstances after the date 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





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