UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Amendment No. 1
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: September 30, 2011
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________
Commission File Number: 0-15491
(Exact Name of Registrant As Specified in Its Charter)
| | 22-2562955 |
(State or Other Jurisdiction of Incorporation or Organization) | | (IRS Employer Identification No.) |
5900 N. Andrews Avenue, Suite 500,
Fort Lauderdale, FL 33309 (Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No £
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No R Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| | November 2, 2011 |
| Common Stock, $0.01 par value per share | | 20,769,362 shares |
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 (this “Amendment No. 1”) to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 (the “Quarterly Report on Form 10-Q”) of Parlux Fragrances, Inc. (the “Company”) is to amend and restate “Part II - Item 6” (Exhibits) of the Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2011 in its entirety to add Exhibit 10.1 that was inadvertently omitted from the original filing. The agreement filed as Exhibit 10.1 extends the period of employment of an individual in accordance with the terms of an employment agreement dated June 5, 2009 and filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2009. Other than the foregoing and the recently-dated certifications of the Company, as required by Rule 12b-15 under the Securities Exchange Act of 1934, no other changes have been made to the Company’s Quarterly Report on Form 10-Q. This Amendment No. 1 does not reflect events occurring after the filing on November 3, 2011 of the original Quarterly Report on Form 10-Q with the SEC, or modify or update the disclosures presented in the original Quarterly Report on Form 10-Q, except to reflect the revisions described above.
PART II – OTHER INFORMATION
| | Description |
| | Letter Agreement, dated September 12, 2011, between Parlux Fragrances, Inc. and Frank A. Buttacavoli.* |
| 31.1 | | Certification of Chief Executive Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002.+ |
| 31.2 | | Certification of Chief Financial Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002.+ |
| | Certification of Chief Executive Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002.* |
| | Certification of Chief Financial Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002.* |
| 32.1 | | Certification of Chief Executive Officer Pursuant to §906 of the Sarbanes-Oxley Act of 2002.+ |
| 32.2 | | Certification of Chief Financial Officer Pursuant to §906 of the Sarbanes-Oxley Act of 2002.+ |
| | Certification of Chief Executive Officer Pursuant to §906 of the Sarbanes-Oxley Act of 2002.* |
| | Certification of Chief Financial Officer Pursuant to §906 of the Sarbanes-Oxley Act of 2002.* |
| 101.INS | | XBRL Instance Document+ |
| 101.SCH | | XBRL Taxonomy Extension Schema Document+ |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document+ |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document+ |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document+ |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document+ |
_____
* Filed herewith.
+ Previously filed or furnished with the original Quarterly Report on Form 10-Q.
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 thereunto duly authorized. | | PARLUX FRAGRANCES, INC. | |
| | | | |
| Date: January 13, 2012 | By: | /s/ Frederick E. Purches | |
| | | Frederick E. Purches | |
| | | Chairman and Chief Executive Officer | |
| | | (Principal Executive Officer) | |
| | | | |
| | By: | /s/ Raymond J. Balsys | |
| | | Raymond J. Balsys, | |
| | | Chief Financial Officer | |
| | | (Principal Financial and Principal Accounting Officer) | |
EXHIBIT INDEX
| Exhibit # | | Description |
| | Letter Agreement, dated September 12, 2011, between Parlux Fragrances, Inc. and Frank A. Buttacavoli.* |
| 31.1 | | Certification of Chief Executive Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002.+ |
| 31.2 | | Certification of Chief Financial Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002.+ |
| | Certification of Chief Executive Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002.* |
| | Certification of Chief Financial Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002.* |
| 32.1 | | Certification of Chief Executive Officer Pursuant to §906 of the Sarbanes-Oxley Act of 2002.+ |
| 32.2 | | Certification of Chief Financial Officer Pursuant to §906 of the Sarbanes-Oxley Act of 2002.+ |
| | Certification of Chief Executive Officer Pursuant to §906 of the Sarbanes-Oxley Act of 2002.* |
| | Certification of Chief Financial Officer Pursuant to §906 of the Sarbanes-Oxley Act of 2002.* |
| 101.INS | | XBRL Instance Document+ |
| 101.SCH | | XBRL Taxonomy Extension Schema Document+ |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document+ |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document+ |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document+ |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document+ |
______
* Filed herewith.
+ Previously filed or furnished with the original Quarterly Report on Form 10-Q.
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