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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _________)*
PARLUX FRAGRANCES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
701645103
(CUSIP Number)
John F. Ballard, Esq.
Buckingham, Doolittle & Burroughs, LLP
One Cleveland Center - Suite 1700
1375 E. 9th St.
Cleveland, OH 44114
(216) 621-5300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 5, 1998
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP No. 701645103 Page 1 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
North Shore Associates, L.P. (TIN: 11-3090062 )
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 755,000
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 755,000
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WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF
THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $ 0.01 per share (the
"Common Stock"), of Parlux Fragrances, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 3725 S.W. 30th Avenue, Fort
Lauderdale, FL 33312.
Item 2. Identity and Background
This statement is filed by North Shore Associates, L.P. ("North Shore"), a
Delaware limited partnership, whose business address (the "Business Address") is
c/o North Country Capital Corp., 980 North Federal Highway, Suite 310A, Boca
Raton, FL 33432. The sole general partner of North Shore is NSA Management, L.P.
("NSA"), a Delaware limited partnership. The sole general partner of NSA is
North Country Capital Corp. ("North Country"), a Florida corporation. Mr. Robert
H. Siegler is the sole officer, shareholder and director of North Country. The
business addresses of NSA, North Country and Mr. Siegler are the Business
Address.
The principal business of North Shore is investing in United States and
foreign securities. The sole business of NSA is to act as the general partner of
North Shore. The principal business of North Country is to act as the general
partner of NSA, and indirectly, through NSA, to manage and direct the affairs of
North Shore.
Mr. Siegler's present principal occupation is as a Managing Director of
J.W. Charles Securities, Inc., 980 North Federal Highway, Suite 210, Boca Raton,
FL 33432.
None of North Shore, NSA, North Country or Mr. Siegler have, during the
last five years, been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors or (ii) a party to a civil proceeding or a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree and final order
enjoining future violations of,
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or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
North Shore beneficially owns 755,000 shares (the "Shares"), or
approximately 5.1%, of the outstanding Common Stock of the Issuer. The Shares
were purchased in transactions on the NASDAQ Stock Market for an aggregate
consideration of $1,728,997. The Shares were acquired by North Shore from
working capital.
Item 4. Purpose of Transaction
The Shares have been acquired by North Shore for investment purposes.
North Shore, depending upon market conditions and other factors, in the
future may acquire beneficial ownership of additional shares of Common Stock or
dispose of all or a portion of the Common Stock which North Shore beneficially
owns or hereafter may acquire. North Shore has no present plans or proposals
that relate to, or would result in, an extraordinary corporate transaction
involving the Issuer or any of its subsidiaries, a sale or transfer of any of
the Issuer's assets, a change in the present Board of Directors or management of
the Issuer, a change in the present capitalization or dividend policy of the
Issuer, any other material change in the Issuer's business or corporate
structure, or changes in the Issuer's charter or bylaws, or with respect to the
delisting or deregistration of any of the Issuer's securities.
Item 5. Interest in Securities of the Issuer
North Shore beneficially owns 755,000 shares (the "Shares"), or
approximately 5.1% of the outstanding stock of the issuer. North Shore has the
sole power to vote and direct the disposition of the Shares; except that, by
virtue of their control relationships as described in Item 2, above, NSA, North
Country and Mr. Siegler have the power, directly or indirectly, to control the
voting and disposition of such Shares.
North Shore has engaged in the following transactions, all of which were
effectuated on the NASDAQ Stock Market, in the Issuer's Common Stock in the last
sixty days:
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Date No. of Shares Price Per Share
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06/08/98 29,000 2.03
06/15/98 25,826 2.03
07/22/98 15,000 1.9675
06/23/98 20,000 1.9675
06/24/98 10,174 1.99875
08/03/98 10,000 1.53
08/04/98 5,200 1.53
08/05/98 19,800 1.53
08/05/98 10,000 1.405
08/05/98 10,000 1.28
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Except as described herein, there are no contracts, arrangements,
understandings, or relationships (legal or otherwise) between North Shore and
any persons with respect to any securities of the Issuer.
Item 7. Materials to be Filed as Exhibits
None
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
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August 14, 1998 NORTH SHORE ASSOCIATES, L.P.
By: NSA MANAGEMENT, L.P., General Partner
By: NORTH COUNTRY CAPITAL CORP., General Partner
By: /s/ Robert H. Siegler
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Robert H. Siegler, President
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