<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 1996
REGISTRATION STATEMENT NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PERFUMANIA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 65-0026340
------------------------------- ----------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
11701 N.W. 101ST ROAD
MIAMI, FLORIDA 33178
---------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
PERFUMANIA, INC. 1991 STOCK OPTION PLAN, AS AMENDED
---------------------------------------------------
(FULL TITLE OF THE PLAN)
SIMON FALIC, CHIEF EXECUTIVE OFFICER
PERFUMANIA, INC.
11701 N.W. 101ST ROAD
MIAMI, FLORIDA 33178
---------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(305) 889-1600
-----------------------------------------------------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
KENNETH C. HOFFMAN, ESQ.
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS: FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED MAXIMUM
TITLE OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
BE REGISTERED REGISTERED PER SHARE(1) (1) FEE (2)
<S> <C> <C> <C> <C> <C>
COMMON STOCK, $.01 PAR VALUE . . . . . 400,000 SHARES $4.25 $1,700,000 $587
</TABLE>
(1) ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE.
(2) COMPUTED IN ACCORDANCE WITH RULE 457(H) ON THE BASIS OF THE AVERAGE OF
THE HIGH AND LOW SALE PRICES OF THE COMMON STOCK AS REPORTED ON THE
NASDAQ NATIONAL MARKET ON AUGUST 8, 1996 WITH RESPECT TO THE 400,000
SHARES OF COMMON STOCK TO WHICH THIS REGISTRATION STATEMENT RELATES,
WHICH SHARES ARE SUBJECT TO FUTURE GRANTS OF OPTIONS.
<PAGE> 2
This Registration Statement is being filed to register additional
securities to be offered pursuant to the Registrant's 1991 Stock Option Plan,
as amended, with respect to which the Registrant's Registration Statements on
Form S-8 (Registration Nos. 33-72262 and 33-85260) have previously been filed.
Pursuant to Instruction E of Form S-8, the contents of the Registrant's
Registration Statement Nos. 33-72262 and 33-85260 (Items 3 through 9,
inclusive, of such Registration Statements on Form S-8) are incorporated by
reference herein.
-2-
<PAGE> 3
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 City of Miami, State of Florida on August 12, 1996.
PERFUMANIA, INC.
By:/s/ Simon Falic
----------------------------------------------
Simon Falic, Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and Directors of Perfumania, Inc. do
hereby constitute and appoint Simon Falic and Ron A. Friedman, or any one of
them, as true and lawful attorneys and agents to do any and all acts and things
and to execute any and all instruments which said attorneys and agents may deem
necessary and advisable to enable said corporation to comply with the
Securities Act of 1933 and any rules, regulations and requirements of the
Securities and Exchange Commission in connection with this registration
statement, including, specifically, but without limitation, the power and
authority to sign for us or any of us any and all amendments thereto; and we do
hereby ratify and confirm all that the said attorneys and agents, or any one of
them, shall 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Simon Falic Chairman of the Board, President August 12, 1996
- ---------------------------------- and Chief Executive Officer
Simon Falic (principal executive officer)
/s/ Ron A. Friedman Chief Financial Officer, Chief August 12, 1996
- ---------------------------------- Operating Officer, Treasurer,
Ron A. Friedman Secretary and Director (principal
financial and accounting officer)
/s/ Jerome Falic Vice Chairman of the Board August 12, 1996
- ----------------------------------
Jerome Falic
Director August 12, 1996
- ----------------------------------
Daniel J. Manella
/s/ Robert Pliskin Director August 12, 1996
- ----------------------------------
Robert Pliskin
/s/ Carole A. Taylor Director August 12, 1996
- ----------------------------------
Carole A. Taylor
/s/ Marc Finer Director August 12, 1996
- ----------------------------------
Marc Finer
</TABLE>
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
------- ----------- ----------
<S> <C>
5 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A., and consent of counsel . . . . . . . . . . .
10.1 Perfumania, Inc. 1991 Stock Option Plan, as amended . . . .
23.1 Consent of Price Waterhouse LLP . . . . . . . . . . . . . .
23.2 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A. is contained in its opinion included as
Exhibit 5 hereof.
24 Power of Attorney is included on the signature page of this
Registration Statement.
</TABLE>
<PAGE> 1
EXHIBIT 5
August 12, 1996
Perfumania, Inc.
11701 N.W. 101st Road
Miami, Florida 33178
Re: Registration of 400,000 Shares under 1991 Stock Option Plan
Gentlemen:
We have acted as counsel to Perfumania, Inc., a Florida corporation
(the "Company"), and have reviewed the Company's Registration Statement on Form
S-8 covering 400,000 shares of the Company's authorized but unissued common
stock, $.01 par value (the "Common Stock"), issuable pursuant to stock options
to be granted pursuant to the Company's 1991 Stock Option Plan, as amended (the
"Plan"). It is our opinion that shares of Common Stock issuable under the
Plan, when issued upon exercise of and paid for in accordance with the terms of
stock options to be granted under the Plan, will be validly issued, fully paid
and non-assessable.
We hereby consent to the use of this opinion in the above referenced
Registration Statement. In giving such consent, we do not hereby admit that
we come within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
By: /s/ BRIAN J. WALSH
-------------------------------------------
<PAGE> 1
Exhibit 10.1
PERFUMANIA, INC.
----------------------------------
1991 STOCK OPTION PLAN, AS AMENDED
(1,900,000 SHARES)
----------------------------------
1. PURPOSE. The purpose of this Plan is to advance the interests
of PERFUMANIA, INC., a Florida corporation (the "Company"), and its
Subsidiaries by providing an additional incentive to attract and retain
qualified and competent persons who provide management services or upon whose
efforts and judgment the success of the Company and its Subsidiaries is largely
dependent, through the encouragement of stock ownership in the Company by such
persons.
2. DEFINITIONS. As used herein, the following terms shall have
the meaning indicated:
(a) "Board" shall mean the Board of Directors of the
Company.
(b) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(c) "Committee" shall mean the stock option committee
appointed by the Board pursuant to Section 13 hereof or, if not appointed, the
Board.
(d) "Common Stock" shall mean the Common Stock, par value
$0.01 per share, of the Company.
(e) "Company" shall refer to Perfumania, Inc., a Florida
corporation.
(f) "Director" shall mean a member of the Board.
(g) "Fair Market Value" of the Common Stock on any date
of reference shall be the Closing Price on the business day immediately
preceding such date of the Common Stock, unless the Committee in its sole
discretion shall determine otherwise in a fair and uniform manner. For this
purpose, the Closing Price of the Common Stock on any business day shall be (i)
if the Common Stock is listed or admitted for trading on any United States
national securities exchange, or if actual transactions are otherwise reported
on a consolidated transaction reporting system, the last reported sale price of
Common Stock on such exchange or reporting system, as reported in any newspaper
of general circulation, (ii) if the Common Stock is quoted on the National
Association of Securities Dealers Automated Quotations System, or any similar
system of automated dissemination of quotations of securities prices in common
use, the mean between the closing high bid and low asked quotations for such
day of the Common Stock on such system, or (iii) if neither clause (i) or (ii)
is applicable, the mean between the high bid and low asked quotations for the
<PAGE> 2
Common Stock as reported by the National Quotation Bureau, Incorporated if at
least two securities dealers have inserted both bid and asked quotations for
Common Stock on at least 5 of the 10 preceding days.
(h) "Incentive Stock Option" shall mean an incentive
stock option as defined in Section 422 of the Code.
(i) "Non-Statutory Stock Option" shall mean an Option
that is not an Incentive Stock Option.
(j) "Option Agreement" means the agreement between the
Company and the Optionee to evidence the grant of an Option.
(k) "Option" (when capitalized) shall mean any stock
option granted under this Plan.
(l) "Optionee" shall mean a person to whom a stock option
is granted under this Plan or any person who succeeds to the rights of such
person under this Plan by reason of the death of such person.
(m) "Parent" means a "parent corporation" as defined in
Section 425(e) and (g) of the Code.
(n) "Plan" shall mean this 1991 Stock Option Plan for the
Company.
(o) "Share(s)" shall mean a share or shares of the Common
Stock.
(p) "Subsidiary" shall mean any corporation (other than
the Company) in any unbroken chain of corporations beginning with the Company
if, at the time of granting the Option, each of the corporations other than the
last corporation in the unbroken chain owns stock possessing 50 percent or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.
3. SHARES AND OPTIONS. Subject to Section 10 of this Plan, the
Company may grant to Optionees from time to time Options to purchase an
aggregate of up to 1,900,000 Shares from authorized and unissued Shares. If
any Option granted under the Plan shall terminate, expire, or be canceled or
surrendered as to any Shares, new Options may thereafter be granted covering
such Shares. An Option granted hereunder shall be either an Incentive Stock
Option or a Non-Statutory Stock Option as determined by the Committee at the
time of grant of such Option and shall clearly state whether it is an Incentive
Stock Option or Non-Statutory Stock Option.
4. DOLLAR LIMITATION. Options otherwise qualifying as Incentive
Stock Options hereunder will not be treated as Incentive Stock Options only to
the extent that the aggregate fair market value (determined at the time the
Option is granted) of the Shares,
- 2 -
<PAGE> 3
with respect to which Options meeting the requirements of Section 422(b) of the
Code are exercisable for the first time by any individual during any calendar
year (under all plans of the Company), exceeds $100,000.
5. CONDITIONS FOR GRANT OF OPTIONS.
(a) Upon the grant of each Option, the Company and the
Optionee shall enter into an Option Agreement, which shall specify the grant
date and the exercise price and shall include or incorporate by reference the
substance of this Plan and such other provisions consistent with this Plan as
the Committee may determine. Optionees shall be those persons selected by the
Committee from the class of all regular employees of the Company and all
Directors, whether or not employees; provided, however, that no Incentive Stock
Option shall be granted to a Director who is not also an employee of the
Company or a Subsidiary.
(b) In granting Options, the Committee may take into
consideration the contribution the person has made to the success of the
Company or its Subsidiaries and such other factors as the Committee shall
determine. The Committee shall also have the authority to consult with and
receive recommendations from officers and other personnel of the Company and
its Subsidiaries with regard to these matters. The Committee may from time to
time in granting Options under the Plan prescribe such other terms and
conditions concerning such Options as it deems appropriate, including, without
limitation, (i) prescribing the date or dates on which the Option becomes
exercisable, (ii) providing that the Option rights accrue or become exercisable
in installments over a period of years, or upon the attainment of stated goals
or both, or (iii) relating an Option to the continued employment of the
Optionee for a specified period of time, provided that such terms and
conditions are not more favorable to an Optionee than those expressly permitted
herein.
(c) The Options granted to employees under this Plan
shall be in addition to regular salaries, pension, life insurance or other
benefits related to their employment with the Company or its Subsidiaries.
Neither the Plan nor any Option granted under the Plan shall confer upon any
person any right to employment or continuance of employment by the Company or
its Subsidiaries.
6. EXERCISE PRICE. The exercise price per Share of any Option
shall be any price determined by the Committee; provided, however, that in no
event shall the exercise price per Share of any Incentive Stock Option be less
than the Fair Market Value of the Shares underlying such Option on the date
such Option is granted.
7. EXERCISE OF OPTIONS. An Option shall be deemed exer-cised
when (i) the Company has received written notice of such exercise in accordance
with the terms of the Option, (ii) full payment of the aggregate option price
of the Shares as to which the Option is exercised has been made, and (iii)
arrangements that are
- 3 -
<PAGE> 4
satisfactory to the Committee in its sole discretion have been made for the
Optionee's payment to the Company of the amount that is necessary for the
Company or Subsidiary employing the Optionee to withhold in accordance with
applicable Federal or state tax withholding requirements. Unless further
limited by the Committee in any Option, the option price of any Shares
purchased shall be paid in cash, by certified or official bank check or
personal check, by money order, with Shares or by a combination of the above.
If the exercise price is paid in whole or in part with Shares, the value of the
Shares surrendered shall be their Fair Market Value on the date the Option is
exercised. The Company in its sole discretion may, on an individual basis or
pursuant to a general program established by the Committee in connection with
this Plan, lend money to an Optionee, guarantee a loan to an Optionee, or
otherwise assist an Optionee to obtain the cash necessary to exercise all or a
portion of an Option granted hereunder or to pay any tax liability of the
Optionee attributable to such exercise. If the exercise price is paid in whole
or part with Optionee's promissory note, such note shall (i) provide for full
recourse to the maker, (ii) be collateralized by the pledge of the Shares that
the Optionee purchases upon exercise of such Option, (iii) bear interest at the
prime rate of the Company's principal lender or such other rate as the
Committee shall determine, and (iv) contain such other terms as the Board in
its sole discretion shall reasonably require. No Optionee shall be deemed to
be a holder of any Shares subject to an Option unless and until a stock
certificate or certificates for such Shares are issued to such person(s) under
the terms of this Plan. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as expressly provided in Section 10 hereof.
8. EXERCISABILITY OF OPTIONS. Any Option shall become exercisable
in such amounts, at such intervals and upon such terms as the Committee shall
provide in such Option, except as otherwise provided in this Section 8.
(a) The expiration date of an Option shall be determined
by the Committee at the time of grant, but in no event shall an Option be
exercisable after the expiration of 10 years from the date of grant of the
Option.
(b) Unless otherwise provided in any Option, each
outstanding Option shall become immediately fully exercisable:
(i) if there occurs any transaction (which shall
include a series of transactions occurring within 60 days or occurring pursuant
to a plan), that has the result that shareholders of the Company immediately
before such transaction cease to own at least 51 percent of the voting stock of
the Company or of any entity that results from the participation of the Company
in a
- 4 -
<PAGE> 5
reorganization, consolidation, merger, liquidation or any other form of
corporate transaction;
(ii) if the shareholders of the Company shall
approve a plan of merger, consolidation, reorganization, liquidation or
dissolution in which the Company does not survive (unless the approved merger,
consolidation, reorganization, liquidation or dissolution is subsequently
abandoned); or
(iii) if the shareholders of the Company shall
approve a plan for the sale, lease, exchange or other disposition of all or
substantially all the property and assets of the Company (unless such plan is
subsequently abandoned).
(c) The Committee may in its sole discretion accelerate
the date on which any Option may be exercised and may accelerate the vesting of
any Shares subject to any Option.
9. TERMINATION OF OPTION PERIOD.
(a) The unexercised portion of any Option shall
automatically and without notice terminate and become null and void at the time
of the earliest to occur of the following:
(i) three months after the date on which the
Optionee's employment is terminated (or, in the case of a non-employee
Director, the date on which the Optionee ceases to be a Director) for any
reason other than by reason of (A) Cause, which, solely for purposes of this
Plan, shall mean the termination of the Optionee's employment (or, in the case
of a nonemployee Director, the removal of the Optionee as a Director) by reason
of the Optionee's wilful misconduct or gross negligence, (B) a mental or
physical disability as determined by a medical doctor satisfactory to the
Committee, or (C) death;
(ii) immediately upon the termination of the
Optionee's employment (or, in the case of a nonemployee Director, the removal
of the Optionee as a Director) for Cause;
(iii) one year after the date on which the
Optionee's employment is terminated (or, in the case of a non-employee
Director, the date the Optionee is removed as a Director) by reason of a mental
or physical disability (within the meaning of Section 22(e) of the Code) as
determined by a medical doctor satisfactory to the Committee;
(iv) (A) one year after the date of termination of
the Optionee's employment (or, in the case of a non-employee Director, the date
on which the Optionee ceases to be a Director) by reason of death of the
employee, or (B) one year after the date on which the Optionee shall die if
such death shall occur during the 1-year period specified in Subsection
9(a)(iii) hereof.
- 5 -
<PAGE> 6
(b) The Committee in its sole discretion may by giving
written notice ("Cancellation Notice") cancel, effective upon the date of the
consummation of any corporate transaction described in Subsections 8(b)(ii) or
(iii) hereof, any Option that remains unexercised on such date. Cancellation
Notice shall be given a reasonable period of time prior to the proposed date of
such cancellation and may be given either before or after shareholder approval
of such corporate transaction.
10. ADJUSTMENT OF SHARES.
(a) If at any time while the Plan is in effect or
unexercised Options are outstanding, there shall be any increase or decrease in
the number of issued and outstanding Shares through the declaration of a stock
dividend or through any recapitalization resulting in a stock split-up,
combination or exchange of Shares, then and in such event:
(i) appropriate adjustment shall be made in the
maximum number of Shares available for grant under the Plan, so that the same
percentage of the Company's issued and outstanding Shares shall continue to be
subject to being so optioned; and
(ii) appropriate adjustment shall be made in the
number of Shares and the exercise price per Share thereof then subject to any
outstanding Option, so that the same percentage of the Company's issued and
outstanding Shares shall remain subject to purchase at the same aggregate
exercise price.
(b) Subject to the specific terms of any Option, the
Committee may change the terms of Options outstanding under this Plan, with
respect to the option price or the number of Shares subject to the Options, or
both, when, in the Committee's sole discretion, such adjustments become
appropriate by reason of a corporate transaction described in Subsections
8(b)(ii) or (iii) hereof.
(c) Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any class, or
securities convertible into shares of capital stock of any class, either in
connection with direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to the number of or
exercise price of Shares then subject to outstanding Options granted under the
Plan.
(d) Without limiting the generality of the foregoing, the
existence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the
- 6 -
<PAGE> 7
Company; (iii) any issue by the Company of debt securities, or preferred or
preference stock that would rank above the Shares subject to outstanding
Options; (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.
11. TRANSFERABILITY OF OPTIONS. Each Option shall provide that
such Option shall not be transferable by the Optionee otherwise than by will or
the laws of descent and distribution, and each Option shall be exercisable
during the Optionee's lifetime only by the Optionee.
12. ISSUANCE OF SHARES. As a condition of any sale or issuance of
Shares upon exercise of any Option, the Committee may require such agreements
or undertakings, if any, as the Committee may deem necessary or advisable to
assure compliance with any such law or regulation including, but not limited
to, the following:
(i) a representation and warranty by the Optionee
to the Company, at the time any Option is exercised, that he is acquiring the
Shares to be issued to him for investment and not with a view to, or for sale
in connection with, the distribution of any such Shares; and
(ii) a representation, warranty and/or agreement
to be bound by any legends that are, in the opinion of the Committee, necessary
or appropriate to comply with the provisions of any securities law deemed by
the Committee to be applicable to the issuance of the Shares and are endorsed
upon the Share certificates.
13. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Committee,
which shall consist of not less than two Directors. The Committee shall have
all of the powers of the Board with respect to the Plan. Any member of the
Committee may be removed at any time, with or without cause, by resolution of
the Board and any vacancy occurring in the membership of the Committee may be
filled by appointment by the Board. The Committee, from time to time, may
adopt rules and regulations for carrying out the purposes of the Plan.
(b) Any and all decisions or determinations of the
Committee shall be made either (i) by a majority vote of the members of the
Committee at a meeting or (ii) without a meeting by the unanimous written
approval of the members of the Committee.
14. OPTIONS FOR 10% SHAREHOLDERS. Notwithstanding any other
provisions of the Plan to the contrary, an Incentive Stock Option shall not be
granted to any person owning directly or indirectly (through attribution under
Section 424(d) of the Code) at the date of grant, stock possessing more than
10% of the total combined
- 7 -
<PAGE> 8
voting power of all classes of stock of the Company (or of its Parent or
Subsidiary at the date of grant) unless the option price of such Option is at
least 110% of the Fair Market Value of the Shares subject to such Option on the
date the Option is granted, and such Option by its terms is not exercisable
after the expiration of 5 years from the date such Option is granted.
15. INTERPRETATION. The Plan shall be administered and
interpreted so that all Incentive Stock Options granted under the Plan will
qualify as Incentive Stock Options under Section 422 of the Code. If any
provision of the Plan should be held invalid for the granting of Incentive
Stock Options or illegal for any reason, such determination shall not affect
the remaining provisions hereof, but instead the Plan shall be construed and
enforced as if such provision had never been included in the Plan. If any
provision of the Plan should be held invalid or illegal for any reason, such
determination shall not affect the remaining provisions hereof, but instead the
Plan shall be construed and enforced as if such provision had never been
included in the Plan. This Plan shall be governed by the laws of the State of
Florida. Headings contained in this Plan are for convenience only and shall in
no manner be construed as part of this Plan. Any reference to the masculine,
feminine, or neuter gender shall be a reference to such other gender as is
appropriate.
16. TERM OF PLAN; AMENDMENT AND TERMINATION OF THE PLAN.
(a) This Plan shall become effective upon its adoption by the
Board, and shall continue in effect until all Options granted hereunder have
expired or been exercised, unless sooner terminated under the provisions
relating thereto. No Option shall be granted after 10 years from the date of
the Board's adoption of the Plan.
(b) The Plan shall be adopted by the Board and shall be
presented to the Company's shareholders for their approval by vote of a
majority of such shareholders present or represented at a meeting duly held,
such approval to be given within 12 month's after the date of the Board's
adoption. Options may be granted prior to shareholder approval of the Plan,
but such Options shall be contingent upon such approval being obtained and may
not be exercised prior to such approval.
(c) The Board may from time to time amend the Plan or any
Option; provided, however, that, except to the extent provided in Section 10,
no such amendment may, (i) without approval by the Company's shareholders,
increase the number of Shares reserved for Options or change the class of
persons eligible to receive Options, or involve any other change or
modification requiring shareholder approval under Rule 16b-3 of the Securities
Exchange Act of 1934, as amended, (ii) permit the granting of options that
expire beyond the maximum 10-year period described in Subsection 8(a), or (iii)
extend the termination date of the Plan as set forth in Section 16(a); and
provided, further, that except to the extent
- 8 -
<PAGE> 9
specifically provided in Section 9, no amendment or suspension of the Plan or
any Option issued hereunder shall substantially impair any Option previously
granted to any Optionee without the consent of such Optionee.
(d) The Board, without further approval of the Company's
shareholders, may at any time terminate or suspend this Plan. Any such
termination or suspension of this Plan shall not affect Options already granted
and such Options shall remain in full force and effect as if the Plan had not
been terminated or suspended. No Option may be granted while the Plan is
suspended or after it has been terminated. The rights and obligations under
any Option granted to any Optionee while the Plan is in effect shall not be
altered or impaired by the suspension or termination of the Plan without the
consent of such Optionee.
17. RESERVATION OF SHARES. The Company, during the term of the
Plan, will at all times reserve and keep available a number of Shares as shall
be sufficient to satisfy the requirements of the Plan.
- 9 -
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 24, 1996 relating to the
consolidated balance sheets of Perfumania, Inc. and the related consolidated
statements of operations, shareholders' equity and cash flow, which report
appears in Perfumania, Inc.'s Annual Report on Form 10-K for the year ended
February 3, 1996.
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
July 25, 1996
Miami, Florida
