UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Perfumania Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

71376c 10 0

(CUSIP Number)

Matthew C. Dallett

Edwards Wildman Palmer LLP

111 Huntington Avenue

Boston, MA 02199

(617) 239-0100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 23, 2011

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

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

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“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).

SCHEDULE 13D

SCHEDULE 13D

Introductory Note

This Amendment No. 17 amends the Schedule 13D originally filed June 19, 2003, as amended to date (the “Schedule 13D”), with respect to the common stock, par value $0.01 per share, of Perfumania Holdings, Inc. (the “Issuer”). Except as amended hereby, the Schedule 13D remains effective.

Item 4 of the Schedule 13D is hereby amended to add the following:

On December 23, 2011, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Parlux Fragrances, Inc. (“Parlux”) and PFI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer (“Merger Sub”). Pursuant to the Merger Agreement, Parlux will merge with and into Merger Sub and become a wholly owned subsidiary of the Issuer (the “Merger”).

In connection with the Merger Agreement and the transactions contemplated thereby, Glenn H. Nussdorf and Stephen L. Nussdorf entered into a Voting Agreement with Arlene Nussdorf and Parlux, dated December 23, 2011 (the “Voting Agreement”). Pursuant to the Voting Agreement, Glenn H. Nussdorf and Stephen L. Nussdorf agreed that until the expiration of the Voting Agreement, they would not, except as permitted by the Voting Agreement, transfer, assign, sell, gift-over, pledge or otherwise dispose of the shares of the Issuer’s common stock that they beneficially own. In addition, Glenn H. Nussdorf and Stephen L. Nussdorf agreed that until the expiration of the Voting Agreement, they would vote the shares of the Issuer’s common stock they beneficially own (i) in favor of (A) the issuance of shares of the Issuer’s common stock pursuant to the Merger Agreement, (B) the amendment of the articles of incorporation of the Issuer to increase the number of shares of the Issuer’s common stock that the Issuer is authorized to issue to 35,000,000 shares, and (C) each of the other actions contemplated by the Merger Agreement, (ii) against any proposal made in opposition to or competition with, the Merger or any other transactions contemplated by the Merger Agreement, and (iii) against any actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement) that are intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement.

The Voting Agreement will terminate upon the earliest to occur of (i) the date on which the Merger Agreement is terminated in accordance with its terms or (ii) the effective time of the Merger.

The foregoing description of the Voting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Voting Agreement, which is filed herewith as Exhibit 1 and incorporated herein by reference.

Also in connection with the Merger, the Issuer’s subsidiary, Model Reorg Acquisition LLC, received commitments pursuant to a letter agreement dated December 23, 2011 (the “Commitment Letter”) from certain family trusts of Glenn H. Nussdorf, Stephen L. Nussdorf, and Arlene Nussdorf (the “Nussdorf Trusts”) to make a total of $30 million in new loans to finance a portion of the cash consideration payable by the Issuer in connection with the Merger.

The Nussdorf Trusts’ loan obligation under the Commitment Letter is conditioned on the Merger having been consummated in accordance with the terms of the Merger Agreement, without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the Nussdorf Trusts, unless the Nussdorf Trusts consent to such changes. The new loans will be subordinated to the Issuer’s existing senior, secured revolving credit facility, as amended, on the same basis as the existing indebtedness to the Nussdorf Trusts.

The Commitment Letter will terminate upon the earliest to occur of (i) the closing of the Merger or (ii) the date on which the Merger Agreement is terminated in accordance with its terms.

The foregoing description of the Commitment Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Commitment Letter, which is filed herewith as Exhibit 2 and incorporated herein by reference.

(a), (b) Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended in their entirety to read as follows:

Glenn H. Nussdorf and Stephen L. Nussdorf own 2,576,657 shares and 2,327,375 shares, respectively, of the Issuer’s outstanding common stock. Each has sole voting and dispositive power over the shares owned by him. (Stephen L. Nussdorf holds 581,931 of his shares in a joint account with his wife.) Each of Glenn H. Nussdorf and Stephen L. Nussdorf disclaims beneficial ownership of the shares held by the other.

Glenn H. Nussdorf and Stephen L. Nussdorf each own Warrants to purchase 443,757 shares of the Issuer’s outstanding common stock. Each disclaims beneficial ownership of the Warrants and shares underlying the Warrants held by the other.

The 714,286 shares of the Issuer’s common stock that were issuable by the Issuer upon conversion of the Issuer’s $5,000,000 Subordinated Secured Convertible Note dated December 9, 2004, as amended (the “Subordinated Note”), held by Glenn H. Nussdorf and Stephen L. Nussdorf together, are no longer beneficially owned by them, as the conversion right in the Subordinated Note expired by its terms on August 11, 2011.

Giving effect to the exercise of the Warrants held by Glenn H. Nussdorf and Stephen L. Nussdorf but not the exercise of any outstanding options or Warrants held by others, Glenn H. Nussdorf and Stephen L. Nussdorf beneficially own 3,020,414 shares (32.09%) and 2,771,132 shares (29.44%), respectively, of the Issuer’s common stock. The foregoing percentages assume 8,968,751 shares of the Issuer’s common stock outstanding, the number reported as outstanding as of December 12, 2011 in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 13, 2011.

(c) The amendment to Item 4 above is incorporated herein by reference.

Item 6 of the Schedule 13D is hereby amended to add the following:

The amendment to Item 4 above is incorporated herein by reference.

Item 7 of the Schedule 13D is hereby amended to add the following:

S I G N A T U R E

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

Date: December 23, 2011

Exhibit 2

December 23, 2011

Model Reorg Acquisition LLC

35 Sawgrass Drive, Suite 1

Bellport, NY 11713

Ladies and Gentlemen:

You have advised us that your parent, Perfumania Holdings, Inc., a Florida corporation (the “Parent”), intends to enter into that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parlux Fragrances, Inc., a Delaware corporation (the “Company”), the Parent and PFI Merger Corp., a Delaware corporation and wholly-owned subsidiary of the Parent. Each of the undersigned (collectively, the “Trusts” and each individually, a “Trust”) is pleased to severally confirm that it commits to provide or cause to be provided debt financing to the Parent through you on the terms and subject to the conditions contained herein. Capitalized terms not defined herein have the meanings specified in the Merger Agreement.

Until the condition precedent set forth in the next following sentence has been satisfied to the reasonable satisfaction of the Trusts, there will not exist any binding obligation on the part of any party. The condition precedent is that the Merger shall have been consummated in accordance with the terms of the Merger Agreement, without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the Trusts without the consent of the Trusts, and you and Parent agree to use commercially reasonable efforts to obtain in advance any and all consents to such amendments, modifications or waivers.

At such time as the Parent is required to close under the terms of the Merger Agreement and subject to the condition precedent, above, (i) each of the Trusts severally shall make a loan to you in the amount set forth on Schedule I attached hereto opposite the name of such Trust (collectively, the “Commitment Amount”) and you shall issue to each Trust your promissory note substantially in the form of Exhibit A attached hereto and in the amount of all sums owed by you to such Trust and (ii) you shall contribute, either by way of intercompany loan or dividend, such funds to the Parent in order to permit the Parent to perform its obligations at Closing. Such commitment of the Trusts to make such loans and of you to contribute such funds to the Parent as set forth herein is sometimes referred to herein as the “Commitment”.

Except as set forth herein, under no circumstances, however, shall you, any trustee or beneficiary of any Trust, the Parent or any affiliates, officers, directors, members, managers, partners, agents or representatives of the Parent have any liability hereunder for any reason.

The obligations of the Trusts under this letter agreement shall expire upon the earlier of (i) the Closing or (ii) the date of the termination of the Merger Agreement in accordance with its terms.

The Company and the Parent are expressly intended third party beneficiaries of this letter agreement and shall be entitled to enforce this letter agreement in accordance with and subject to

the terms and conditions contained herein, including, without limitation to enforce specifically this letter agreement by a decree of specific performance without the necessity of proving the inadequacy of money damages as a remedy (this being in addition to any other remedy to which the injured party is entitled at law or in equity), provided that in no event shall the Commitment Amount be deemed to be liquidated damages, and therefore, in the event of a breach of the Merger Agreement by the Parent and a termination of the Merger Agreement by the Company pursuant to Section 7.1(d) thereof, the Company shall only be entitled to enforce the Commitment as a third party beneficiary; provided that the Company’s claims, liabilities, losses, damages, judgments, fines, penalties costs and expenses (including legal expenses) with respect to a breach hereof by the Trusts shall not exceed in the aggregate the unpaid amount of any Parent Termination Fee and Out-of-Pocket Expenses payable pursuant to the Merger Agreement by Parent to the Company.

No amendment, modification or waiver of this letter agreement shall be effective unless the same shall be in writing signed by you, the Trusts, the Parent and the Company.

This letter shall be governed by and construed in accordance with the internal laws of the State of New York. Any legal action or proceeding arising out of or relating to this letter agreement shall only be instituted in the federal or state courts located in New York, New York, and each party hereby expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.

The terms of this letter agreement and its existence are confidential and may not be disclosed except in the Merger Agreement and as required by law without your prior written consent and the prior written consent of the Trusts, the Parent, and the Company.

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This letter shall become effective upon your acceptance hereof, evidenced by executing and delivering a copy of this letter to the Trusts.

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