-----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, LFnA3ih9ryHelklbdXwr30q0HX2dO6jZr0TFI2ed7hVK35mM+be+g7dmSWmB3MWo IyH/ETD6ssJcWysIxwH8/g== 0001341004-06-003116.txt : 20061121 0001341004-06-003116.hdr.sgml : 20061121 20061121160142 ACCESSION NUMBER: 0001341004-06-003116 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061121 DATE AS OF CHANGE: 20061121 EFFECTIVENESS DATE: 20061121 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15491 FILM NUMBER: 061232954 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NUSSDORF GLENN H CENTRAL INDEX KEY: 0001244191 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 14 EAST 81ST STREET CITY: NEW YORK STATE: NY ZIP: 10028 DFAN14A 1 nyc566681-5.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

 

Filed by the Registrant

o

 

Filed by a Party other than the Registrant

x

 

Check the appropriate box:

 

o

Preliminary Proxy Statement

 

o

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

 

o

Definitive Additional Materials

 

x

Soliciting Materials Pursuant to Section 240.14a-12

 

 

PARLUX FRAGRANCES, INC.

(Name of Registrant as Specified in its Charter)

 

GLENN H. NUSSDORF

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x

No fee required.

 

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

1.)

Title of each class of securities to which the transaction applies:

 

 

2.)

Aggregate number of securities to which transaction applies:

 

 

3.)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule

 

 

0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

4.)

Proposed maximum aggregate value of transaction:

 

 

5.)

Total fee paid:

 

o

Fee paid previously with preliminary materials

 

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the

 

 

filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement

 

number, or the Form or Schedule and the date of its filing.

 

 

 

1.)

Amount Previously Paid:

 

 

2.)

Form, Schedule or Registration Statement No.:

 

 

3.)

Filing Party:

 

 

4.)

Date Filed:

 

 


 

 

CERTAIN INFORMATION CONCERNING PARTICIPANTS

IN SOLICITATION OF CONSENTS BY GLENN H. NUSSDORF

FROM STOCKHOLDERS OF PARLUX FRAGRANCES, INC.  

 

Glenn H. Nussdorf, Lillian Ruth Nussdorf, Model Reorg, Inc., a privately held corporation ("Model"), and certain other persons named below may be deemed to be participants in the solicitation of consents by Glenn Nussdorf from stockholders of Parlux Fragrances, Inc. (the "Company").

Other participants in this solicitation may include Michael W. Katz, the President and Chief Executive Officer of E Com Ventures, Inc. ("ECMV"), and certain directors and executive officers of Model, as follows: Stephen Nussdorf, President and Director; Arlene Nussdorf Mark, Director; and Alfred R. Paliani, Chief Legal Officer and Assistant Secretary. Model is controlled by Glenn Nussdorf, Stephen Nussdorf and Arlene Nussdorf Mark. Mr. Katz also serves as a director and executive officer of certain other private companies controlled by the Nussdorf family. Glenn Nussdorf, Stephen Nussdorf and Arlene Nussdorf Mark are siblings and Lillian Ruth Nussdorf is their mother.

As of November 20, 2006, Glenn Nussdorf is the beneficial owner of 2,212,629 shares of the Company's common stock, which includes 250,000 shares of the Company's common stock which also are beneficially owned by Lillian Ruth Nussdorf. As of such date, no other participant is the record or beneficial owner of any shares of the Company's common stock.

According to the Company's definitive proxy statement filed with the Securities and Exchange Commission on August 25, 2006, the Company had net sales to Perfumania, Inc. ("Perfumania") of $23,517,313, $35,330,772, and $31,964,407 during the fiscal years ended March 31, 2006, 2005 and 2004, respectively. Perfumania is one of the Company's largest customers and is a wholly-owned subsidiary of ECMV. Glenn Nussdorf and Stephen Nussdorf beneficially own an aggregate of approximately 45% of the shares of common stock of ECMV. Stephen Nussdorf is Chairman of the Board and a director of ECMV and Michael Katz is President, Chief Executive Officer and a director of ECMV. On November 10, 2006, Model made a proposal to the Board of Directors of ECMV whereby Model would be acquired by ECMV and all of Model's outstanding common stock would be converted into 6,396,649 shares of ECMV common stock. Following this conversion, Glenn Nussdorf and Stephen Nussdorf would beneficially own an aggregate of approximately 80.20% of ECMV's outstanding common stock.

Five Star Fragrance Company, Inc. ("Five Star"), a wholly-owned subsidiary of Model, had net sales of $927,288 (which does not reflect a $150,000 credit issued to the Company during 2006) to the Company during the period from September 2003 through April 2006 (at which time the relationship terminated) representing the sale of Royal Copenhagen branded merchandise.

 

 

2

 

 

 

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