SC 13D/A 1 sched13da7.htm AMENDMENT NO. 7

 


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

______________________________

PARLUX FRAGRANCES, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of class of securities)

 

0000802356

(CUSIP number)

 

Daniel E. Stoller, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square, New York, New York 10036

(212) 735-3000

 

(Name, address and telephone number of person authorized

to receive notices and communications)

January 23, 2007

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* 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 purposes of Section 18 of the Securities Exchange Act of 1934 (the “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.)

(Continued on following pages)

(Page 1 of 5 Pages)

 


 

 

 

 



 

 

 

CUSIP No. 0000802356

13D

Page 2 of 5 Pages

 

 

 

1

 

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON

Glenn H. Nussdorf

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)         x
(b)         o

3

 

SEC USE ONLY

 

4

 

SOURCE OF FUNDS:

PF

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e):


o

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON WITH

 

7

 

SOLE VOTING POWER:

1,962,629

 

8

 

SHARED VOTING POWER:

250,000

 

9

 

SOLE DISPOSITIVE POWER:

1,962,629

 

10

 

SHARED DISPOSITIVE POWER:

250,000

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

2,212,629

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:


o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

12.0%

14

 

TYPE OF REPORTING PERSON:

IN

 

 

 

 



 

 

 

CUSIP No. 0000802356

13D

Page 3 of 5 Pages

 

 

 

1

 

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON

Lillian Ruth Nussdorf

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)         x
(b)         o

3

 

SEC USE ONLY

 

4

 

SOURCE OF FUNDS:

PF

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e):


o

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

 

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON WITH

 

7

 

SOLE VOTING POWER:

0

 

 

8

 

SHARED VOTING POWER:

250,000

 

 

9

 

SOLE DISPOSITIVE POWER:

0

 

 

10

 

SHARED DISPOSITIVE POWER:

250,000

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:


250,000

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:


o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

1.36%

14

 

TYPE OF REPORTING PERSON:

IN

 

 

 



 

 

This Amendment No. 7 (“Amendment No. 7”) is being filed by and on behalf of Glenn H. Nussdorf ("Mr. Nussdorf") and Lillian Ruth Nussdorf ("Ms. Nussdorf," and collectively with Mr. Nussdorf, the "Nussdorfs"), and it amends the statement of beneficial ownership on Schedule 13D (the “Schedule 13D”) filed on September 7, 2006, as amended by Amendment No. 1 filed on September 27, 2006, Amendment No. 2 filed on September 27, 2006, Amendment No. 3 filed on October 17, 2006, Amendment No. 4 filed on November 21, 2006, Amendment No. 5 filed on December 22, 2006 and Amendment No. 6 filed on January 10, 2007 with respect to the ownership of common stock, par value $0.01 per share (“Common Stock”), of Parlux Fragrances, Inc. (“Parlux” or the “Company”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D, as previously amended.

 

ITEM 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by adding the following thereto:

 

On January 23, 2007, Parlux filed a lawsuit in the United States District Court for the Southern District of New York (the "Court"), as plaintiff, against Quality King Distributors, Inc., Model Reorg, Inc., Glenn Nussdorf, Michael Katz, Joshua Angel, Anthony D'Agostino, Neil Katz and Robert Mitzman, as defendants, alleging, among other things, violations of Section 8 of the Clayton Act and the United States securities laws, in connection with Mr. Nussdorf's solicitation of consents from the Company's stockholders for the purpose of removing, without cause, all members of the Company's Board of Directors and electing himself and his five other nominees as directors of the Company.

At a hearing on January 23, 2007, the Court granted expedited discovery and scheduled a preliminary injunction hearing date of February 13, 2007 to determine whether an order should be entered enjoining Mr. Nussdorf from, among other things, continuing his consent solicitation pending a trial on the merits of the action. The Court declined to grant Parlux's request for a temporary restraining order in connection with Mr. Nussdorf's consent solicitation. During the hearing, Mr. Nussdorf's counsel represented to the Court that Mr. Nussdorf would not submit written consents to Parlux or the independent inspector for the consent solicitation, or publicly disclose the number of consents received by Mr. Nussdorf, prior to February 14, 2007.

 

[The remainder of this page intentionally left blank.]

 

 

 



 

 

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: January 26, 2007

 

 

 

/s/ Alfred R. Paliani

 

Glenn H. Nussdorf

 

By: Alfred R. Paliani, duly authorized under

 

previously filed Power of Attorney

 

 

 

 

 

 

 

 

 

/s/ Alfred R. Paliani

 

Lillian Ruth Nussdorf

 

By: Alfred R. Paliani, duly authorized under

 

previously filed Power of Attorney