-----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, BpuFP/r03dmt0UA+E7BtBc9JofQ0RuRJDFj9zj/Gfx2Nbmke8hApvoVqSnEOv7of w018pLok4Fc9QgDk4vshVA== 0001171843-09-001271.txt : 20091218 0001171843-09-001271.hdr.sgml : 20091218 20091218112529 ACCESSION NUMBER: 0001171843-09-001271 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091218 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091218 DATE AS OF CHANGE: 20091218 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: 091249025 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 document.htm FORM 8-K FILING DOCUMENT Form 8-K 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) December 18, 2009  


Parlux Fragrances, Inc.
(Exact name of registrant as specified in its charter)


Delaware
 
000-15491
 
22-2562955
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)


 
5900 N. Andrews Avenue, Suite 500, Fort Lauderdale, FL
 
33309
 
  (Address of principal executive offices)   (Zip Code)  

Registrant's telephone number, including area code:   954-316-9008



________________________________________________________________________________
(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 3.02. Unregistered Sales of Equity Securities.

On December 18, 2009, pursuant to an agreement, dated April 3, 2009, entered into by and between Parlux Fragrances, Inc. ("Parlux") and Artistic Brands Development, LLC, formerly known as Iconic Fragrances, LLC ("Artistic Brands"), and upon stockholder approval of the second proposal described below, Parlux issued to Artistic Brands and its designated affiliates warrants to purchase a total of 2,000,000 shares of Parlux common stock, $0.01 par value, at a purchase price of $5.00 per share ("Warrants"). The Warrants consist of Warrants for 1,000,000 shares each in connection with the sublicense agreements with Rihanna and Kanye West, dated April 7, 2009. The Warrants will vest in four equal annual installments beginning on the first anniversary of the date of issuance and will expire on the eighth anniversary of the date of issuance, or the fifth anniversary of the date of issuance, if the applicable licenses are not renewed by Parlux as the sub-licensee.

Parlux is relying on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, for the issuance of Warrants, which exemption Parlux believes is available because the securities were not offered pursuant to a general solicitation and the status of the holders of the Warrants as "accredited investors" as defined in Regulation D under the Securities Act.

Item 8.01. Other Events.

On December 18, 2009, Parlux issued a press release announcing that a majority of its stockholders have approved all proposals presented at its special meeting of stockholders held on December 18, 2009. The proposals approved included the following: (1) a proposal to approve an amendment to Parlux's certificate of incorporation to increase the total number of shares of common stock that Parlux is authorized to issue from 30,000,000 to 40,000,000 shares and (2) a proposal to approve, in accordance with Nasdaq Marketplace Rule 5635(d), the issuance of warrants to purchase an aggregate of up to 8,000,000 shares of its common stock at an exercise price of $5.00 per share in connection with the Artistic Brands licenses. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description

99.1 Press release of Parlux Fragrances, Inc., dated December 18, 2009.


SIGNATURE

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

    Parlux Fragrances, Inc.
(Registrant)

December 18, 2009
(Date)
  /s/   RAYMOND J. BALSYS
Raymond J. Balsys
Chief Financial Officer



EXHIBIT INDEX

Exhibit No. Description

99.1 Press release of Parlux Fragrances, Inc., dated December 18, 2009.
EX-99.1 2 newsrelease.htm PRESS RELEASE Parlux Fragrances, Inc. Stockholders Approve All Proposals at December 18, 2009 Special Meeting

EXHIBIT 99.1

Parlux Fragrances, Inc. Stockholders Approve All Proposals at December 18, 2009 Special Meeting

FORT LAUDERDALE, Fla., Dec. 18, 2009 (GLOBE NEWSWIRE) -- Parlux Fragrances, Inc. (Nasdaq:PARL) ("Parlux") announced today that a majority of its stockholders have approved all proposals presented at its special meeting of stockholders held today. The proposals approved included the following: (1) a proposal to approve an amendment to Parlux's certificate of incorporation to increase the total number of shares of common stock that Parlux is authorized to issue from 30,000,000 to 40,000,000 shares and (2) a proposal to approve, in accordance with Nasdaq Marketplace Rule 5635(d), the issuance of warrants to purchase an aggregate of up to 8,000,000 shares of its common stock at an exercise price of $5.00 per share in connection with the Artistic Brands Development, LLC licenses.

Neil J. Katz, Chairman and Chief Executive Officer of Parlux, said, "We are pleased that our shareholders see the value of our innovative approach in securing these valuable celebrity brand licenses. We look forward to launching Rihanna, Kanye West, Shawn Jay-Z Carter and a fourth major celebrity brand over the next two years. We believe these new fragrances will help grow Parlux Fragrances and increase shareholder value."

About Parlux Fragrances, Inc.

Parlux Fragrances, Inc. is a manufacturer and international distributor of prestige products. It holds licenses for Paris Hilton, Jessica Simpson, GUESS?, Nicole Miller, Josie Natori, Queen Latifah, Marc Ecko, Rihanna, Kanye West, XOXO, Ocean Pacific (OP), Andy Roddick, babyGund, and Fred Hayman Beverly Hills designer fragrances, as well as Paris Hilton watches, cosmetics, sunglasses, handbags and other small leather accessories.

Certain Information Regarding Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our plans, strategies and prospects, both business and financial. 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 net income, the Company's ability to maintain its current brands and licenses, the Company's ability to successfully introduce, acquire, or launch new brands, licenses, or products in a cost-effective manner, general economic conditions, Perfumania's ability to pay its accounts due to the Company, continued compliance wi th the covenants in its credit facility, and the Company's ability to replace its existing credit facility to provide it with sufficient liquidity to fund its planned operations. Additional risk factors are set forth in the Company's periodic reports filed with the Securities and Exchange Commission. 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 date hereof or to reflect the occurrence of unanticipated events.

CONTACT:  Parlux Fragrances, Inc.
          Neil J. Katz
            (954) 316-9008, Ext. 8116
            nkatz@parlux.com
          Raymond J. Balsys
            (954) 316-9008, Ext. 8106
            rbalsys@parlux.com
          http://www.parlux.com
-----END PRIVACY-ENHANCED MESSAGE-----