0001341004-11-001945.txt : 20111031 0001341004-11-001945.hdr.sgml : 20111031 20111031162633 ACCESSION NUMBER: 0001341004-11-001945 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20111031 DATE AS OF CHANGE: 20111031 GROUP MEMBERS: LILLIAN RUTH NUSSDORF FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NUSSDORF GLENN H CENTRAL INDEX KEY: 0001244191 FILING VALUES: FORM TYPE: SC 13D/A 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38657 FILM NUMBER: 111168540 BUSINESS ADDRESS: STREET 1: 3725 S W 30TH AVE CITY: FT LAUDERDALE STATE: FL ZIP: 33312 BUSINESS PHONE: 9543169008 MAIL ADDRESS: STREET 1: 5900 N. ANDREWS AVENUE STREET 2: SUITE 500 CITY: FT LAUDERDALE STATE: FL ZIP: 33309 SC 13D/A 1 sc13da.htm FORM SC 13D/A sc13da.htm
 
 
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. 11)
______________________________
 
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)
 
                                October 28, 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 REQUIRED
PURSUANT 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 REQUIRED
PURSUANT 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. 11 (“Amendment No. 11”) 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, Amendment No. 9 filed on August 11, 2011 and Amendment No. 10 filed on September 7, 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 Amendment and the Amended Agreement in Item 6 are  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:
 
On October 28, 2011, Mr. Nussdorf, Perfumania and the Company entered into a letter agreement (the “Amendment”) amending the Agreement (filed as Exhibit 99.7 to Amendment No. 10), dated as of September 7, 2011 between Mr. Nussdorf, Perfumania and the Company.  Under the terms of the Agreement, as amended by the Amendment (the “Amended Agreement”), the Company has agreed to not convene its annual meeting or special meeting of shareholders to elect directors until January 13, 2012 (with a related record date of not earlier than December 9, 2011); provided, however, that if the Amended Agreement is terminated prior to December 2, 2011, the Company may set its record date for a date seven days following the termination of the Amended 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 Amended Agreement.  Perfumania and Mr. Nussdorf have agreed that, before December 2, 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 Amended Agreement at any time.
 
The foregoing description of the Amended Agreement does not purport to be complete and is subject to, and qualified in its entirety by (i) the full text of the Amendment attached hereto as Exhibit 99.8, and (ii) the full text of the Agreement, which was filed as Exhibit 99.7 to Amendment No. 10, both of which are incorporated herein by reference.
 
ITEM 7.
Material to be Filed as Exhibits.
            
Exhibit 99.8
Amendment dated as of October 28, 2011 by and among Perfumania Holdings, Inc., Mr. Nussdorf and the Company.
 
 
Page 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:  October 31, 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-99.8 2 ex99-8.htm EXHIBIT 99.8 - AMENDMENT ex99-8.htm

 
Exhibit 99.8
 

 
October 28, 2011
 
Parlux Fragrances, Inc.
5900 N. Andrews Avenue, Suite 500
Fort Lauderdale, Florida 33309
Attention: Board of Directors
 
Glenn Nussdorf
c/o Perfumania Holdings, Inc.
35 Sawgrass Drive, Suite 2
Bellport, New York 11713
 
Re:
Agreement dated September 7, 2011 between Perfumania Holdings, Inc., Glenn Nussdorf and Parlux Fragrances, Inc. (the “Agreement”)
 
Gentlemen:
 
Reference is made to the Agreement.  Capitalized terms used in this letter that are defined in the Agreement shall have the same meanings herein as therein.
 
The parties to the Agreement desire to amend the Agreement to provide for the extension of the Applicable Period from October 28, 2011 to December 2, 2011 and to change certain other dates in the Agreement to reflect such extension.  Accordingly, the Agreement shall be amended as follows:
 
1.  
The end of the Applicable Period shall be extended from October 28, 2011 to December 2, 2011.
 
2.  
Section 1, a of the Agreement shall be amended by replacing (a) “December 9, 2011”, the date relating to the annual shareholders’ meeting of Parlux December 9, 2011, with “January 13, 2012”, and (b) “November 4, 2011”, the date relating to the record date for such annual meeting, with “December 9, 2011”.
 
Except as specifically set forth above, the Agreement shall not be deemed amended, modified or supplemented hereby and remains in full force and effect.
 
[Signature page follows]
 
 
 
 

 
Please indicate your agreement to the foregoing in the place provided below and return an executed counterpart hereof to Michael W. Katz, President and CEO of Perfumania.
 
 
Very truly yours,
   
 
PERFUMANIA HOLDINGS, INC.
     
     
 
By:
/s/ Michael W. Katz
 
Name:
Michael W. Katz
 
Title:
President and CEO


Agreed to as of the date first above written
 
PARLUX FRAGRANCES, INC.
     
     
By:
 /s/ Glenn Gopman   
Name:
 Glenn Gopman   
Title:
 Independent Director  



/s/ Glenn Nussdorf
  
Glenn Nussdorf, on his own behalf and
  
on behalf of stockholders of Parlux in
  
whose holdings he claims a beneficial interest