As filed with the Securities and Exchange Commission on January 28, 2000
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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PARLUX FRAGRANCES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 22-2562955
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
3725 SW 30th Avenue
Fort Lauderdale, Florida 33312
(Address of Principal Executive Offices) (Zip Code)
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PARLUX FRAGRANCES, INC.
STOCK OPTION PLAN
(Full Title of the Plans)
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Frank A. Buttacavoli
Executive Vice President, Chief Operating Officer,
and Chief Financial Officer
Parlux Fragrances, Inc.
3725 SW 30th Avenue
Fort Lauderdale, Florida
(Name and Address of Agent For Service)
(954) 316-9008
(Telephone Number, Including Area Code, of Agent For Service)
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Copies to:
Barry P. Biggar, Esq.
Mayer, Brown & Platt
1675 Broadway
New York, NY 10019
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered Per Share* Price* Registration Fee
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<S> <C> <C> <C> <C> <C> <C>
Common Stock, $.01 par value. 250,000 $4 5/32 $1,039,062.50 $274.31
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* Estimated solely for the purpose of computing the registration fee on
the basis of the average of the high and low prices reported in the
consolidated reporting system for the Common Stock on January 27, 2000.
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents, which have heretofore been filed by PARLUX
FRAGRANCES, INC., a Delaware corporation (the "Company" or "Registrant"), with
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated by reference herein
and shall be deemed to be a part hereof:
(a) Annual Report on Form 10-K for the year ended March 31, 1999.
(b) Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1999.
(c) Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1999.
(d) The description of Common Stock under the caption "Description
of Registrant's Securities to be Registered" included in the
Company's Registration Statement on Form 8-A, dated March 9,
1987 and filed on March 13, 1987 with the Securities and
Exchange Commission under Section 12 of the Exchange Act, as
amended.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and shall be deemed a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
(a) The Delaware GCL (Section 145) gives Delaware corporations broad
powers to indemnify their present and former directors and officers and those of
affiliated corporations against expenses incurred in the defense of any lawsuit
to which they are made parties by reason of being or having been such directors
or officers, subject to specified conditions and exclusions, gives a director or
officer who successfully defends an action the right to be so indemnified, and
authorizes the Registrant to buy directors' and officers' liability insurance.
Such indemnification is not exclusive of any other rights to which those
indemnified may be entitled under any by-laws, agreement, vote of stockholders
or otherwise.
(b) Article TENTH of the Certificate of Incorporation of the Registrant
provides for indemnification of directors, officers, employees and agents to the
fullest extent permitted by law.
(c) In accordance with Section 102(b)(7) of the Delaware GCL, the
Registrant's Certificate of Incorporation provides that directors shall not be
personally liable for monetary damages for breaches of their fiduciary duty as
directors except for (1) breaches of their duty of loyalty to the Registrant or
its stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law, (3) under Section 174 of
the Delaware GCL (unlawful payment of dividends) or (4) transactions from which
a director derives an improper personal benefit.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
0amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of the securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof; and
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions of the registrant's
articles of incorporation or by-laws or otherwise, the registrant has been
advised that in the opinion of the Securities and
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Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Fort Lauderdale, State of Florida, on the 28th day of
January, 2000.
PARLUX FRAGRANCES, INC.
By: /s/ Frank A. Buttacavoli
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Frank A. Buttacavoli
Executive Vice President, Chief Operating
Officer and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Frank A. Buttacavoli, the true and lawful attorney-in-fact and agent of
the undersigned, with full power of substitution and resubstitution, for and in
the name, place and stead of the undersigned, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in their
respective capacities on the 28th day of January, 2000.
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Signature Title
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<S> <C> <C> <C>
/s/ Ilia Lekach Chairman of the Board and Chief Executive Officer
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Ilia Lekach
/s/ Frank A. Buttacavoli Executive Vice President, Chief Operating Officer,
- --------------------------------- Chief Financial Officer and Director
Frank A. Buttacavoli
/s/ Frederick E. Purches Director
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Frederick E. Purches
/s/ Albert F. Vercillo Director
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Albert F. Vercillo
S-1
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/s/ Zalman Lekach Director
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Zalman Lekach
/s/ Glen Gopman Director
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Glen Gopman
/s/ Mayi de la Vega Director
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Mayi de la Vega
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INDEX TO EXHIBITS
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Exhibit Sequential
Number Description of Exhibit Page Number
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3(a) Certificate of Incorporation of the Company, as
amended (incorporated by reference to Exhibits 3.1
through 3.5 to the Registration Statement on Form S-3
(File No. 33-89806), declared effective on March 13,
1995 and Exhibit 4.6 of Registration Statement on
Form S-3, declared effective on October 2, 1996 (File
No. 333-11953)
3(b) By-Laws of the Company (incorporated by reference to
Exhibit 3.6 to the Company's Registration Statement
on Form S-3, declared effective on March 13, 1995,
File No. 33-89806)
4 Stock Option Plan (incorporated by reference to Annex A
to the Company?s Preliminary Proxy Statement (File No.
000-15491), filed on August 16, 1996)
5 Opinion of Mayer, Brown & Platt..........................
24(a) Consent of PriceWaterhouseCoopers LLP....................
24(b) Consent of Mayer, Brown & Platt (included in its opinion
filed as Exhibit 5 hereto)
25 Powers of Attorney (included on the signature page of the
registration statement)
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EXHIBIT 5
MAYER, BROWN & PLATT
1675 Broadway
New York, New York 10019-5820
MAIN TELEPHONE
212-506-2500
MAIN FAX
212-262-1910
January 28, 2000
Parlux Fragrances, Inc.
3725 SW 30th Avenue
Fort Lauderdale, Florida 33312
Ladies and Gentlemen:
We are acting as special counsel to Parlux Fragrances, Inc. (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended, of 250,000 shares (the "Shares") of the Company's common stock, $.01
par value per share (the "Common Stock"), to be issued upon the terms and
subject to the conditions set forth in the Company's Registration Statement on
Form S-8 covering the Shares (the "Registration Statement") filed with the
Securities and Exchange Commission.
In connection therewith, we have examined the Registration Statement
and such other documents and instruments as we have deemed necessary or
appropriate for the expression of the opinions contained herein.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.
Based on and in reliance upon the foregoing, we are of the opinion that
the Shares proposed to be offered by the Selling Stockholders have been duly and
validly authorized for issuance and are fully paid and nonassessable shares of
Common Stock.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Mayer, Brown & Platt
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MAYER, BROWN & PLATT
CHICAGO BERLIN CHARLOTTE COLOGNE HOUSTON LONDON LOS ANGELES NEW YORK WASHINGTON
INDEPENDENT MEXICO CITY CORRESPONDENT: JAUREGUI, NAVARRETE, NADER Y ROJAS
INDEPENDENT PARIS CORRESPONDENT: LAMBERT & LEE
EXHIBIT 24(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 13, 1999 relating to the
financial statements and financial statement schedules of Parlux Fragrances,
Inc., which appears in Parlux Fragrances, Inc.'s Annual Report on Form 10-K for
the year ended March 31, 1999.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Miami, Florida
January 28, 2000
