SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13(d)-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13(d)-2(a)

(Amendment No. 10)

______________________________

PARLUX FRAGRANCES, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of class of securities)

701645103

(CUSIP number)

Richard J. Grossman, 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)

September 7, 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-(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 § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 5 Pages)

CUSIP No. 701645103 13D Page 2 of 5 Pages

1	NAME OF REPORTING PERSON		Glenn H. Nussdorf
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:		(a)  x (b)   ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS:		PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEM 2(d) OR 2(e):		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION:		United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER:	2,050,013
	8	SHARED VOTING POWER:	250,000
	9	SOLE DISPOSITIVE POWER:	2,050,013
	10	SHARED DISPOSITIVE POWER:	250,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:		2,300,013
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):		11.1%
14	TYPE OF REPORTING PERSON:		IN

CUSIP No. 701645103 13D Page 3 of 5 Pages

1	NAME OF REPORTING PERSON		Lillian Ruth Nussdorf
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:		(a)  x (b)   ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS:		PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEM 2(d) OR 2(e):		¨
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:		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):		1.2%
14	TYPE OF REPORTING PERSON:		IN

This Amendment No. 10 (“Amendment No. 10”) 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, Amendment No. 6 filed on January 10, 2007, Amendment No. 7 filed on January 26, 2007, Amendment No. 8 filed on February 7, 2007 and Amendment No. 9 filed on August 11, 2011 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:

The description of the Agreement in Item 6 is incorporated herein by reference.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by adding the following thereto:

In connection with the previously disclosed discussions between management of Perfumania and the Company regarding the possibility of a business combination between the Company and Perfumania, Mr. Nussdorf, Perfumania and the Company have entered into an agreement, dated as of September 7, 2011 (the “Agreement”).  Pursuant to the Agreement, the Company has agreed to not convene its annual meeting or special meeting of shareholders to elect directors until December 9, 2011 (with a related record date of not earlier than November 4, 2011); provided, however, that if the Agreement is terminated prior to October 28, 2011, the Company may set its record date for a date seven days following the termination of the Agreement without restriction on the date of the annual or special meeting.  In addition, the Company has agreed not to amend its bylaws to insert an “advance notice provision” with respect to director nominations until a date that is seven days following termination of the Agreement.  Perfumania and Mr. Nussdorf have agreed that, before October 28, 2011, they will not take certain actions relating to acquiring securities or assets of the Company, acquiring or entering into a business combination with the Company or seeking to influence or control the management or the policies of the Company or to obtain representation on the Board of Directors of the Company.  The Company and Perfumania may terminate the Agreement at any time.

The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement attached hereto as Exhibit 99.7, which is incorporated herein by reference.

ITEM 7.	Material to be Filed as Exhibits.
Exhibit 99.7	Agreement dated as of September 7, 2011 by and among Perfumania Holdings, Inc., Mr. Nussdorf and the Company.

4 of 5

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:  September 7, 2011

/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

EX-99.7

Exhibit 99.7

AGREEMENT

THIS AGREEMENT (this “Agreement”) is made and entered into as of this 7th day of September 2011, by and between PERFUMANIA HOLDINGS, INC. (“Perfumania”), having its principal business address at 35 Sawgrass Drive, Suite 2, Bellport, New York 11713, GLENN NUSSDORF (the “Stockholder”) and PARLUX FRAGRANCES, INC. (“Parlux”), having its principal business address at 5900 N. Andrews Avenue, Suite 500, Fort Lauderdale, Florida 33309 (each a “Party” and collectively, the “Parties”).

WHEREAS, pursuant to a Mutual Confidentiality Agreement of even date herewith between Perfumania and Parlux (the “NDA”), Perfumania and Parlux intend to mutually exchange Confidential Information (as defined in the NDA);

WHEREAS, in furtherance of such exchange of Confidential Information and the evaluation by Parlux and Perfumania of a proposed business combination among them (the “Proposed Business Combination”), the Parties desire to enter into this agreement.

NOW, THEREFORE, the parties hereby agree as follows:

1.         Agreement.  In consideration of the covenants and agreements of the Parties contained herein:

a.         Subject to subsection (c) below and except as required by applicable law, regulation or legal process, Parlux agrees that it will not convene its annual meeting of shareholders or any special meeting of its shareholders to elect directors until December 9, 2011 with a related record date not earlier than November 4, 2011, and Perfumania and the Stockholder each agree that from the date of this Agreement through October 28, 2011 (the “Applicable Period”), it and he will not, and will cause its and his Permitted Recipients, as defined in the NDA, acting on its behalf and its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including the Glenn, Stephen or Arlene Nussdorf, estate planning vehicles for their respective families or companies controlled by them (collectively, the “Perfumania Parties”) not to, or encourage others to, directly or indirectly, unless specifically requested in writing in advance by the Board of Directors or Chief Executive Officer of Parlux:

(i)         acquire or agree, offer, seek or propose to acquire (or request permission to do so) ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any of the assets (except for purchases of Parlux products by Perfumania and its subsidiaries in the ordinary course of business) or businesses of Parlux or any subsidiary thereof or any securities issued by Parlux or any subsidiary thereof, or any rights or options to acquire such ownership (including from a third party);

(ii)        offer, seek or propose a merger, consolidation, business combination or other extraordinary transaction with or involving Parlux or any subsidiary thereof (other than the Proposed Business Combination);

(iii)        seek or propose to influence or control the management or the policies of Parlux or to obtain representation on the Board of Directors of Parlux, or solicit, or encourage or in any way participate in the solicitation of, any proxies or consents with respect to any securities of Parlux;

(iv)       enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or

(v)        make any public announcement with respect to any of the foregoing.

b.           During the Applicable Period, Parlux agrees that it shall not take action to amend its Amended and Restated Bylaws to insert an “advance notice provision” for the nominations of directors to the Parlux Board of Directors.

c.           If at any time during the Applicable Period, either Parlux or Perfumania decides to terminate further discussions or negotiations with respect to the Proposed Business Combination, such terminating Party so shall advise the other Party or Parties by written notice as promptly as possible.  Such written notice shall terminate all of the Parties’ obligations set forth in this Section 1, including the restrictions applicable during the Applicable Period applicable to the Perfumania Parties, effective upon receipt of the notice by non-terminating Party or Parties, and the provisions relating to the annual or special meeting date, the related record date and the advance notice provision applicable to Parlux, effective seven (7) days following receipt of the notice by non-terminating Party or Parties.  Such written notice shall terminate only the restriction of this Section 1, and all other provisions of this Agreement shall survive in accordance with the terms of this Agreement.

2.         No Obligation.  The Parties agree that unless and until a definitive agreement regarding the Proposed Business Combination has been executed by Parlux and Perfumania, none of the Parties will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement, except for the matters specifically agreed to herein.  The Parties further acknowledge and agree that each of Parlux and Perfumania, in its sole discretion, reserves the right to reject any and all proposals made by another Party or any of its representatives with regard to the Proposed Business Combination and to terminate discussions and negotiations at any time.

3.         Miscellaneous.  This Agreement shall be governed and construed in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.  The Parties agree, on behalf of themselves and their affiliates and their representatives, to submit to the jurisdiction of any court of competent jurisdiction located in New York County, New York to resolve any dispute relating to this

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Agreement and waive any right to move to dismiss or transfer any such action brought in any such court on the basis of any objection to personal jurisdiction or venue.  Further, the Parties irrevocably agree that service of copies of the summons and complaint and any other process that may be served in any such action or proceeding brought in such a court may be made by mailing or delivering a copy of such process to them at their respective addresses.  EACH PARTY HEREBY WAIVES ALL RIGHTS TO TRIAL-BY-JURY IN ANY SUIT, ACTION OR PROCEEDING (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.  This Agreement may not be amended, modified, changed or terminated orally.  No provision may be waived orally.  Oral amendments or modifications, oral waivers and purported oral terminations hereof are void.  This Agreement shall bind and shall inure to the benefit of the Parties and any and all of their successors or assigns whether by merger, consolidation, transfer of substantially all assets or similar transaction.  Failure to exercise a right or remedy or granted hereunder shall not be deemed a waiver of such right or remedy, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.  This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements or understandings.  If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, such provision shall be enforced to the fullest extent permitted by law and the remaining provisions hereof shall nevertheless continue in full force and effect without being impaired or invalidated to any degree.  This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

PERFUMANIA HOLDINGS, INC.
By:	/s/ Donna Dellomo
Name:	Donna Dellomo
Title:	Chief Financial Officer
PARLUX FRAGRANCES, INC.
By:	/s/ Glenn H. Gopman
Name:	Glenn H. Gopman
Title:	Independent Committee Chair
/s/ Glenn Nussdorf
Glenn Nussdorf, on his own behalf and on behalf of stockholders of Parlux in whose holdings he claims a beneficial interest