-----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, HuOHx9yhL26dr07DKivXJLphflLV9b0gQxj4f1fHclvq0dTau/n410iajpsjtaTr aBVC2N51P0/PhmEO6tDq/Q== 0000950123-07-000328.txt : 20070112 0000950123-07-000328.hdr.sgml : 20070112 20070111182945 ACCESSION NUMBER: 0000950123-07-000328 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070111 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070112 DATE AS OF CHANGE: 20070111 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15491 FILM NUMBER: 07526744 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 8-K 1 y28894e8vk.htm FORM 8-K FORM 8-K
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 11, 2007
PARLUX FRAGRANCES, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   0-15491   22-2562955
(State of Incorporation)   (Commission File No.)   (IRS Employer
Identification No.)
3725 SW 30th Avenue
Ft. Lauderdale, FL 33312

(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (954) 316-9008
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
þ   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

ITEM 8.01. Other Events.
ITEM 9.01. Financial Statements and Exhibits.
SIGNATURES
EX-99.1: PRESS RELEASE


Table of Contents

ITEM 8.01. Other Events.
On January 11, 2007, Parlux issued a press release in connection with Glenn H. Nussdorf’s consent solicitation. The press release is filed as Exhibit 99.1 to this Current Report and incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
     
Exhibit No.   Description
 
   
99.1
  Press release dated January 11, 2007
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  PARLUX FRAGRANCES, INC.
 
 
  By:   /s/ Frank A. Buttacavoli    
    Name:   Frank A. Buttacavoli   
    Title:   Executive Vice President, Chief Operating
Officer and Chief Financial Officer 
 
 
Date: January 11, 2007

2

EX-99.1 2 y28894exv99w1.htm EX-99.1: PRESS RELEASE EX-99.1
 

FOR IMMEDIATE RELEASE   Exhibit 99.1
PARLUX SENDS LETTER TO GLENN H. NUSSDORF
FORT LAUDERDALE — January 11, 2007 — Parlux Fragrances, Inc.’s (“Parlux”) (NASDAQ:PARL) Board of Directors today sent the following letter to Glenn H. Nussdorf:
January 11, 2007
Glenn H. Nussdorf
2060 Ninth Avenue
Ronkonkoma, NY 11779
Dear Mr. Nussdorf:
According to your SEC filings, for almost three months you have been “exploring the possibility of making an acquisition proposal for Parlux” and you and your representatives have “had preliminary discussions with potential financing sources to obtain the funds necessary for such a transaction.” Yet to date, no acquisition proposal has been forthcoming. We want to take this opportunity to invite you to submit a bona fide acquisition proposal to the Board of Directors of Parlux. Although Parlux is not currently for sale, we are focused on enhancing value for all of our stockholders. Consistent with our fiduciary duties to Parlux shareholders, your acquisition proposal would be given full and fair consideration by the Board.
We believe that the interests of all Parlux stockholders are best served if your proposal is considered by Parlux’s duly-elected independent Board of Directors. Notwithstanding your statements to the contrary, we find it unreasonable to believe that your hand-picked nominees, all but one of whom are business associates of you or your affiliates, will exercise any real independent oversight over an acquisition proposal submitted by you.
We find it disingenuous, after three months of “exploring the possibility of making an acquisition proposal,” to ask stockholders to give you control of the company as you continue your evaluation process. If you are truly interested in acquiring the company, as stated above, you are welcome to submit a bona fide proposal. However, should you continue your efforts to take control of Parlux without compensating stockholders for their investment in the company, we will vigorously oppose your efforts.
On behalf of the Board of Directors,
/s/ Ilia Lekach
Ilia Lekach
Chairman and Chief Executive Officer
Parlux Fragrances, Inc.
About Parlux Fragrances, Inc.
Parlux Fragrances, Inc. is a manufacturer and international distributor of prestige products. It holds licenses for Paris Hilton fragrances, watches, cosmetics, sunglasses, handbags and other small leather accessories in addition to licenses to manufacture and distribute the designer fragrance brands of GUESS?, XOXO, Ocean Pacific (OP), Maria Sharapova, Andy Roddick, babyGund and Fred Hayman Beverly Hills.

 


 

Additional Information
This information is being furnished on behalf of Parlux by its Board of Directors. Parlux will be sending definitive consent revocation solicitation materials to shareholders of record on the record date. The information contained in those materials is important to the interests of shareholders, including information required to be presented about the participants in the consent revocation solicitation. You may obtain a copy of the preliminary consent revocation materials on form PRE14A, when filed with the SEC, and the definitive consent revocation materials, when filed, free of charge at the SEC’s website at www.sec.gov. Parlux will also provide you with a copy of these materials without charge by directing your request to Parlux Fragrances, Inc. Attention: Corporate Secretary.
Parlux and its directors are participants in a solicitation of proxies for Parlux’s consent revocation solicitation. Information regarding these participants and their interests is contained in a filing under Rule 14a-12 filed by Parlux with the Securities and Exchange Commission on January 8, 2007.
Certain Information Regarding Forward-Looking Statements
Parlux may periodically release forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our plans, strategies and prospects, both business and financial. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Parlux or its industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, among others, future trends in sales and Parlux’s ability to introduce new products in a cost-effective manner, general economic conditions and continued compliance with the covenants in our credit facility. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Parlux undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Contacts:
Dan Katcher / Steve Frankel
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

 

-----END PRIVACY-ENHANCED MESSAGE-----