UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ?
Filed by a Party other than the Registrant :
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Materials Pursuant to Section 240.14a-12
PARLUX FRAGRANCES, INC.
(Name of Registrant as Specified in its Charter)
GLENN H. NUSSDORF
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1.) Title of each class of securities to which the transaction applies:
2.) Aggregate number of securities to which transaction applies:
3.) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4.) Proposed maximum aggregate value of transaction:
5.) Total fee paid:
|_| Fee paid previously with preliminary materials
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1.) Amount Previously Paid:
2.) Form, Schedule or Registration Statement No.:
3.) Filing Party:
4.) Date Filed:
Glenn H. Nussdorf
2060 9th Avenue
Ronkonkoma, N.Y. 11779
November 21, 2006
BY FACSIMILE AND
FEDERAL EXPRESS
Board of Directors of Parlux Fragrances, Inc.
c/o Mr. Ilia Lekach
Chairman of the Board, Chief Executive Officer and President
3725 S.W. 30th Avenue
Ft. Lauderdale, FL 33312
Dear Board Members:
I am writing to advise you that I intend to commence a consent
solicitation to remove all or a majority of the members of the Board of
Directors of Parlux Fragrances, Inc. ("Parlux" or the "Company") and to fill
vacancies created by such removal with individuals to be nominated by me.
As the beneficial owner of a substantial percentage of the outstanding
shares of Parlux, I believe that much can be done to increase shareholder value
and that it is time for immediate change at both the Board and management
levels. The decline in the Company's share price from a high closing price of
$18.96 earlier this year (after adjusting for a 2-for-1 split in June 2006) to
the current $6.26 level (a decrease in shareholder value of 67%), the Company's
recent disclosure of decreased sales and earnings for the quarter ended
September 30, 2006, and the allegations in the recently amended class action
lawsuit that the Company improperly recognized revenues on sales to related
parties, have led me to conclude that the Board of Directors is failing to act
in the best interests of the Company's shareholders and is not exercising
appropriate oversight of management. I am convinced that a continuation of the
status quo risks a further destruction of shareholder value and, accordingly, I
intend to protect the value of my significant investment in the Company through
a consent solicitation to replace members of the Board of Directors.
As I have publicly disclosed in my Schedule 13D filing, I am exploring
the possibility of making an acquisition proposal to acquire the Company in a
business combination transaction. While I have not made a decision at this time
whether to pursue such a proposal, I strongly urge the Board not to take any
action (such as the previously announced and subsequently abandoned sale of the
Perry Ellis brand) which would materially modify or impact the Company's
business, products or assets and could adversely effect the Company's value. In
addition, the consent solicitation will present Parlux shareholders with a
unique opportunity to express their views on the future direction of the
Company.
In view of the foregoing, I am putting each director and executive
officer on notice not to attempt to usurp the rights of shareholders to
determine the Company's future direction, including any attempt to sell or
otherwise dispose of or surrender any of its product lines, including, without
limitation, the Perry Ellis brand.
I intend to take all actions necessary to hold each director and
executive officer accountable if they approve or engage in any transaction with
respect to the foregoing or which is otherwise inconsistent with the best
interests of the Company and its shareholders.
In addition, Mr. Lekach is aware of my serious concern about the level
of payments and benefits under existing severance agreements with him and three
other senior executives of Parlux. I am putting Parlux's
2
Board of Directors on notice that no payments should be made or benefits granted
under these agreements until they are subjected to a thorough review by my
nominees, if elected to the Board.
Sincerely,
/s/ Glenn H. Nussdorf
------------------------------
Glenn H. Nussdorf
PARTICIPANT LEGEND
Glenn H. Nussdorf ("Mr. Nussdorf") presently intends to commence a consent
solicitation and file a consent statement with the Securities and Exchange
Commission (the "SEC") to solicit stockholders of Parlux Fragrances, Inc. (the
"Company") with respect to (i) the removal without cause of all or a majority of
the members of the Company's Board of Directors and (ii) the election of certain
individuals nominated by Mr. Nussdorf to the Company's Board of Directors. MR.
NUSSDORF STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE CONSENT
SOLICITATION STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY
SUCH CONSENT SOLICITATION. SUCH CONSENT SOLICITATION STATEMENT, WHEN FILED, AND
ANY OTHER RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE
AT HTTP://WWW.SEC.GOV.
PARTICIPANT INFORMATION
Mr. Nussdorf and certain other persons and entities may be deemed to be
participants in Mr. Nussdorf's solicitation of consents from stockholders of the
Company. Information concerning such participants was filed by Mr. Nussdorf with
the SEC on November 21, 2006 on Schedule 14A, as such filing may be updated from
time to time.