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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for
[X] Definitive Proxy Statement Use of Commission Only
(as
[ ] Definitive Additional Materials permitted by Rule
14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
PARLUX FRAGRANCES, INC.
(Name of Registrant as Specified in its Charter)
PARLUX FRAGRANCES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2),
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which 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:
[X] 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:
PARLUX FRAGRANCES, INC.
3725 S.W. 30th Avenue
Fort Lauderdale, Florida 33312
July 12, 1996
Dear Stockholder:
You are cordially invited to attend a special meeting of stockholders
of Parlux Fragrances, Inc. (the "Company"). This meeting will be held at
the Company's headquarters at 3725 S.W. 30th Avenue, Fort Lauderdale, FL
33312, at 10:00 AM, local time, on August 12, 1996.
At the meeting, you will be asked to approve an amendment to the
Company's certificate of incorporation to increase the number of shares of
authorized common stock of the Company from 15,000,000 shares to 30,000,000
shares. The Board of Directors has unanimously approved this proposal and
I urge you to vote in favor of it.
Your vote is very important and I hope you will be able to attend the
meeting. To ensure your representation at the meeting, even if you
anticipate attending in person, I urge you to mark, sign, date and return
the enclosed proxy card. If you attend, you will, of course, be entitled
to vote in person.
Sincerely,
/s/ Ilia Lekach
Ilia Lekach
Chairman of the Board and
Chief Executive Officer
PARLUX FRAGRANCES, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To the stockholders of Parlux Fragrances, Inc.:
A special meeting of stockholders (the "Special Meeting") of Parlux
Fragrances, Inc., a Delaware corporation (the "Company"), will be held at
the Company's headquarters at 3725 S.W. 30th Avenue, Fort Lauderdale, FL
33312, on August 12, 1996, at 10:00 AM, local time, for the purpose of
approving an amendment to the Company's certificate of incorporation to
increase the authorized common stock of the Company from 15,000,000 shares
to 30,000,000 shares.
A proxy statement with respect to the Special Meeting accompanies and
forms a part of this Notice.
The Board of Directors has fixed the close of business on June 28,
1996 as the record date for determining stockholders entitled to notice of,
and to vote at, the Special Meeting.
By order of the Board of Directors,
/s/ Frank A. Buttacavoli
Frank A. Buttacavoli
Executive Vice President, Chief
Financial Officer and Secretary
Fort Lauderdale, Florida
July 12, 1996
YOUR VOTE IS IMPORTANT
PLEASE MARK, SIGN, AND DATE THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE WHETHER
OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING.
PARLUX FRAGRANCES, INC.
3725 S.W. 30TH AVENUE
FORT LAUDERDALE, FL 33312
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
by the board of directors (the "Board of Directors") of Parlux Fragrances,
Inc., a Delaware corporation (the "Company"), of proxies for use at a
special meeting of stockholders of the Company to be held on August 12,
1996, and any adjournment thereof (the "Special Meeting"). This Proxy
Statement and accompanying form of proxy are first being mailed to
stockholders on or about July 12, 1996.
VOTING SECURITIES; PROXIES; REQUIRED VOTE
Voting Securities
The Board of Directors has fixed the close of business on June 28,
1996 as the record date (the "Record Date") for the determination of
stockholders entitled to notice of, and to vote at, the Special Meeting.
As of the Record Date, the Company had outstanding 13,599,546 shares of
common stock, par value $.01 per share (the "Common Stock"). Holders of
Common Stock are entitled to notice of and to vote one vote per share of
Common Stock owned as of the Record Date at the Special Meeting.
Proxies
Mr. Ilia Lekach and Mr. Frank A. Buttacavoli, the persons named as
proxies on the proxy card accompanying this Proxy Statement, were selected
by the Board of Directors of the Company to serve in such capacity.
Messrs. Lekach and Buttacavoli are directors of the Company. Each executed
and returned proxy will be voted in accordance with the directions
indicated thereon, or if no direction is indicated, such proxy will be
voted in accordance with the recommendations of the Board of Directors
contained in this Proxy Statement. Each stockholder giving a proxy has the
power to revoke it at any time before the shares it represents are voted.
Revocation of a proxy is effective upon receipt by the Secretary of the
Company of either (i) an instrument revoking the proxy or (ii) a duly
executed proxy bearing a later date. Additionally, a stockholder may
change or revoke a previously executed proxy by voting in person at the
Special Meeting.
Required Vote
The holders of at least a majority of the outstanding shares of
Common Stock represented in person or by proxy will constitute a quorum at
the Special Meeting. At the Special Meeting, the vote of a majority of the
outstanding shares of Common Stock is required to amend the Company's
Certificate of Incorporation to increase the number of authorized shares of
Common Stock of the Company from 15,000,000 to 30,000,000.
The election inspectors appointed for the meeting will tabulate the
votes cast in person or by proxy at the Special Meeting and will determine
whether or not a quorum is present. In accordance with Delaware corporate
law, the election inspectors will treat abstentions as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum but as unvoted for purposes of determining the approval of any
matter submitted to the stockholders for a vote. If a broker indicates on
the proxy that it does not have discretionary authority to vote as to
certain shares, those shares will not be considered as present and entitled
to vote.
PROPOSAL:
APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE
THE AUTHORIZED COMMON STOCK OF THE COMPANY
On June 25, 1996, the Board of Directors unanimously adopted
resolutions declaring it advisable and in the best interests of the Company
to increase the number of authorized shares of Common Stock from 15,000,000
to 30,000,000 shares (the "Amendment") and directing that the Amendment be
submitted to the stockholders at the Special Meeting.
As of the Record Date, 13,599,546 shares of Common Stock were issued
and outstanding, leaving only 1,400,454 authorized but unissued shares
available for issuance. Accordingly, the Board of Directors believes that
there is not presently authorized a sufficient number of shares of Common
Stock to give the Company the flexibility it needs for issuances in
connection with possible financings, corporate acquisitions, stock
dividends, employee benefit plans, acquisitions of property, or other
corporate purposes. Having such authorized capital stock available for
issuances in the future would allow additional shares of Common Stock to be
issued without the expense and delay of subsequent special meetings of
stockholders. The Board of Directors believes that eliminating this delay
would better enable the Company to engage in financial transactions and
acquisitions which take full advantage of changing market conditions. The
Board of Directors has in the past and intends to continue in the future to
issue shares of Common Stock in public offerings and private placements in
order to achieve management's business plan and to meet the Company's
liquidity requirements.
If the Amendment is approved, the text of the first sentence of
Article FOURTH would be deleted in its entirety and replaced with the
following:
Article FOURTH. The total number of shares of capital stock that the
Corporation is authorized to issue is 35,000,000 shares, consisting
of:
(1) 30,000,000 shares of common stock, par value $.01 per
share; and
(2) 5,000,000 shares of preferred stock, par value $.01 per
share.
Except as specifically set forth in the Amendment, the remaining paragraphs
of Article FOURTH of the Company's Certificate of Incorporation would not
be amended, modified or otherwise altered. If and when issued, the
proposed authorized shares of Common Stock would have the same rights and
privileges as the shares of Common Stock presently outstanding.
Under Delaware corporate law, stockholders will not have any
dissenters' or appraisal rights in connection with the Amendment. If the
Amendment is approved by the stockholders, it will become effective upon
filing a Certificate of Amendment with the Secretary of State of Delaware.
Certain Effects of the Amendment. While management believes that the
Amendment is beneficial to the Company and its stockholders and critical to
the Company for achieving its corporate objectives, the following should be
considered by a stockholder when deciding how to vote upon this Proposal:
(i) adoption of the Amendment would enable the Board of Directors to issue
additional shares of Common Stock for such purposes and for such
consideration as the Board of Directors may approve without further
approval of the Company's stockholders, except as may be required by
applicable law and the rules of the Nasdaq National Market; (ii) further
issuances of Common Stock could have a dilutive effect on earnings per
share and the voting power of existing holders of Common Stock and could
adversely affect the market price of the Common Stock; (iii) the
authorization to issue additional shares of capital stock could delay,
discourage or prevent bids for the Common Stock at a premium over the
market price of the Common Stock; and (iv) the Amendment could make the
removal of management more difficult, even if such removal would be
generally beneficial to the Company's stockholders. The Proposal is not
the result of management's knowledge of any specific effort to accumulate
the Company's securities or to obtain control of the Company by means of a
merger, tender offer, proxy solicitation in opposition to management or
otherwise.
Interests of Certain Persons in Matters to be Acted Upon. On May 16,
1996, Messrs. Ilia Lekach, Rachmil Lekach, Zalman Lekach and Frank
Buttacavoli agreed not to exercise stock options to purchase approximately
1,100,000 shares of Common Stock issued to them pursuant to their
respective employment agreements until the Company's authorized capital
stock consisted of at least 20,000,000 shares of Common Stock. If the
Amendment is adopted and upon the filing of the related certificate of
amendment to the Company's certificate of incorporation, such agreement
will terminate in accordance with its terms and the options covered thereby
will be freely exercisable.
On July 2, 1996, the Company issued to accredited investors
$10,000,000 in aggregate principal amount of 5% Convertible Debentures due
June 1, 1997 (the "Convertible Debentures") pursuant to a private
placement. As a condition to closing the sale of the Convertible
Debentures, Mr. Ilia Lekach, the Chairman and Chief Executive Officer of
the Company, agreed to personally guarantee the Company's obligations under
the subscription agreement relating thereto, including paying the purchaser
specified liquidated damages in the event the Company did not effect an
amendment to its certificate of incorporation to increase the number of
authorized shares of Common Stock to 30,000,000 shares within a certain
period of time. If the Amendment is adopted by the Company's stockholders,
additional shares of Common Stock will be available for any subsequent
conversion of the Convertible Debentures and Mr. Lekach's personal
guarantee will terminate.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE PROPOSED
AMENDMENT TO THE CERTIFICATE OF INCORPORATION.
OTHER INFORMATION
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of the Record Date certain
information with respect to the number of shares of Common Stock
beneficially owned by (i) each director of the Company who beneficially
owns Common Stock, (ii) the Company's chief executive officer and the other
most highly compensated executive officers of the Company whose total
salary and bonus exceeded $100,000 during fiscal 1996, (iii) all directors
and executive officers of the Company as a group and (iv) based on
information available to the Company and a review of statements filed with
the SEC pursuant to Section 13(d) and 13(g) of the Securities Act of 1934,
as amended (the "Exchange Act"), each person or entity that beneficially
owns (directly or together with affiliates) more than 5% of the Common
Stock. The Company believes that each individual or entity named has sole
investment and voting power with respect to shares of Common Stock
indicated as beneficially owned by them, except as otherwise noted.
Common Stock
Beneficially Percentage
Name Owned(1) Ownership(1)
Directors and Executive Officers:
Ilia Lekach (2)............................... 2,400,368 17.3%
Zalman Lekach (3)............................. 219,000 1.6
Frank A. Buttacavoli (4)...................... 200,000 1.5
Danielle Petit................................ 5,000 *
Albert F. Vercillo (5)........................ 110,000 *
Frederick Purches ............................ 83,000 *
Glen Gopman (6)............................... 4,100 *
Mayi de la Vega (7)........................... 2,000 *
All directors and executive officers as a
group (9 persons)........................... 3,023,468 21.3
Other Principal Stockholders:
Pacific Investment Group, Inc. (8)............ 1,727,980 12.7%
Fred Hayman Beverly Hills, Inc. (9)........... 700,000 5.1
___________________________
* Indicates beneficial ownership of less than 1%
(1) Calculated pursuant to Rule 13d-3 of the Exchange Act. Under Rule
13d-3(d), shares not outstanding which are subject to options, warrants,
rights or conversion privileges exercisable within 60 days are deemed
outstanding for the purpose of calculating the number and percentage
owned by such person, but not deemed outstanding for the purpose of
calculating the percentage owned by each other person listed. As of the
Record Date, the Company had 13,599,546 shares of Common Stock
outstanding.
(2) Consists of (a) 392,388 shares owned jointly by Mr. Lekach and his wife,
(b) 1,727,980 shares owned or controlled by Pacific Investment Group
Inc., a corporation owned by Mr. Lekach and (c) immediately exercisable
warrants to purchase 280,000 shares of Common Stock issued to Mr. Lekach
pursuant to his employment agreement, subject to stockholder approval of
the Amendment. The address of Mr. Lekach is 3725 S.W. 30th Avenue, Fort
Lauderdale, FL 33312.
(3) Includes immediately exercisable warrants to purchase 60,000 shares of
common stock issued to Mr. Lekach pursuant to his employment agreement,
subject to stockholder approval of the Amendment.
(4) Includes immediately exercisable warrants to purchase 188,000 shares of
common stock issued to Mr. Buttacavoli pursuant to his employment
agreement, subject to stockholder approval of the Amendment.
(5) Includes immediately exercisable warrants to purchase 20,000 shares of
Common Stock issued to Mr. Vercillo pursuant to his consulting agreement
with the Company and immediately exercisable options to purchase 30,000
shares of Common Stock issued pursuant to the Company's 1989 Stock
Option Plan.
(6) Includes an immediately exercisable warrant to purchase 2,000 share of
Common Stock.
(7) Represents an immediately exercisable warrant to purchase shares of
Common Stock
(8) Address is c/o Ilia Lekach, 3725 S.W. 30th Avenue, Fort Lauderdale, FL
33312.
(9) Address is 190 N. Canon Drive, Suite 400, Beverly Hills, CA 90210.
Proxy Solicitation Expense
The expense of the proxy solicitation will be paid by the Company. In
addition to the solicitation of proxies by use of the mails, solicitation
also may be made by telephone, telegraph or personal interview by
directors, officers and regular employees of the Company, none of whom will
receive additional compensation for any such solicitation. The Company
does not anticipate that the costs and expenses incurred in connection with
this proxy solicitation will exceed those normally expended for a proxy
solicitation for those matters to be voted on in a special meeting of
stockholders. The Company will, upon request, reimburse brokers, banks and
similar organizations for out-of-pocket and reasonable clerical expenses
incurred in forwarding proxy material to their principals.
Proposals of Stockholders For 1997 Annual Meeting
Notices of any stockholder proposals intended for action at the 1996
Annual Meeting of Shareholders were due at the Company's principal
executive offices on May 20, 1996. Stockholders of the Company who intend
to present a proposal for action at the 1997 Annual Meeting of Stockholders
of the Company must notify the Company's management of such intention by
notice received at the Company's principal executive offices no later than
May 20, 1997 for such proposal to be included in the Company's proxy
statement and form of proxy relating to such meeting.
By order of the Board of Directors,
/s/ Ilia Lekach
Ilia Lekach
Chairman of the Board and
Chief Executive Officer
Fort Lauderdale, Florida
July 12, 1996
Each stockholder, whether or not he or she expects to be present in person
at the Special Meeting, is requested to MARK, SIGN, DATE and RETURN THE
ENCLOSED PROXY in the accompanying envelope as promptly as possible. A
stockholder may revoke his or her proxy at any time prior to voting.
PROXY PARLUX FRAGRANCES, INC. This proxy
3725 S.W. 30th Avenue, Fort Lauderdale, FL 33312 is solicited
on behalf of the
Board of Directors
PROXY FOR A SPECIAL MEETING OF STOCKHOLDERS
To Be Held On August 12, 1996
The undersigned stockholder(s) hereby appoint(s) Mr. Ilia Lekach and Mr.
Frank A. Buttacavoli, and each of them, with power of substitution, as
attorney and proxy for and in the name and place of the undersigned, and
hereby authorizes them to represent and to vote all of the shares of Common
Stock of Parlux Fragrances, Inc. held of record as of June 28, 1996, which
the undersigned is entitled to vote at a Special Meeting of Stockholders of
Parlux Fragrances, Inc. to be held on August 12, 1996 at the Company
headquarters at 3725 S.W. 30th Avenue, Fort Lauderdale, FL 33312, at 10:00
AM local time, and at any adjournment thereof.
The Board of Directors recommends a vote FOR Proposal 1.
1. APPROVAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF SHARES OF THE COMPANY'S AUTHORIZED COMMON STOCK FROM
15,000,000 TO 30,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted for Proposal 1.
Please sign exactly as the name appears
on your stock certificate. When shares
are held by joint tenants, both should
sign. When signing as attorney, executor,
administrator, trustee or guardian, please
give title as such. When signing as a
corporation, please sign in full corporate
name by President or other authorized
officer. If you sign for a partnership,
please sign in partnership name by an
authorized person.
DATED _______________________, 1996
Signature___________________________
____________________________________
Signature (if held jointly)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
