Nussdorf and Parlux Reach Settlement; Lekach Out as CEO
After months of fighting with Parlux Fragrances, Inc. (Nasdaq: PARL), Glenn Nussdorf scored a win today as the parties reached an amicable resolution of their disputes.
Key Points:
* Mr. Nussdorf has terminated his solicitation of consents from Parlux stockholders to replace Parlux's directors.
* Parlux has dismissed with prejudice its lawsuit against Mr. Nussdorf, his nominees and certain Nussdorf-controlled companies.
****The parties' settlement provides for the immediate resignation from the Parlux Board of Ilia Lekach.
* Jaya Kader Zebede and Frank A. Buttacavoli resign from board. Buttacavoli will continue to serve as Parlux's Executive Vice President, Chief Operating Officer and Chief Financial Officer
* Immediate appointment to the Parlux Board of three of Mr. Nussdorf's nominees, Neil Katz, Anthony D'Agostino and Robert Mitzman.
* The parties' settlement also provides for the immediate appointment of Neil Katz as the interim Chief Executive Officer of Parlux
* Mr. Nussdorf and his affiliates have agreed, subject to certain exceptions, that for a period of two years he will not make any proposal to acquire Parlux, unless such proposal is to acquire all shares, at a value of not less than $11 per share. Mr. Nussdorf also has agreed not to engage in any proxy or consent solicitations prior to the earlier of 60 days before the 2008 annual meeting of stockholders or eighteen months from the date of the settlement agreement.
* Mr. Lekach will receive $1.2 million as severance pay and an additional $1.2 million for his consulting services and non-competition covenants. Mr. Lekach will receive 500,000 warrants to purchase the Company's common stock at an exercise price of $1.1654, and Mr. Lekach will receive no other compensation under his employment agreement.
* Mr. Lekach has agreed to customary standstill provisions for a period of four years.
* Parlux has agreed to reimburse Mr. Nussdorf for $1 million of his expenses incurred in connection with the consent solicitation and the litigation
Link to past reports on the developments that led to today's news
Key Points:
* Mr. Nussdorf has terminated his solicitation of consents from Parlux stockholders to replace Parlux's directors.
* Parlux has dismissed with prejudice its lawsuit against Mr. Nussdorf, his nominees and certain Nussdorf-controlled companies.
****The parties' settlement provides for the immediate resignation from the Parlux Board of Ilia Lekach.
* Jaya Kader Zebede and Frank A. Buttacavoli resign from board. Buttacavoli will continue to serve as Parlux's Executive Vice President, Chief Operating Officer and Chief Financial Officer
* Immediate appointment to the Parlux Board of three of Mr. Nussdorf's nominees, Neil Katz, Anthony D'Agostino and Robert Mitzman.
* The parties' settlement also provides for the immediate appointment of Neil Katz as the interim Chief Executive Officer of Parlux
* Mr. Nussdorf and his affiliates have agreed, subject to certain exceptions, that for a period of two years he will not make any proposal to acquire Parlux, unless such proposal is to acquire all shares, at a value of not less than $11 per share. Mr. Nussdorf also has agreed not to engage in any proxy or consent solicitations prior to the earlier of 60 days before the 2008 annual meeting of stockholders or eighteen months from the date of the settlement agreement.
* Mr. Lekach will receive $1.2 million as severance pay and an additional $1.2 million for his consulting services and non-competition covenants. Mr. Lekach will receive 500,000 warrants to purchase the Company's common stock at an exercise price of $1.1654, and Mr. Lekach will receive no other compensation under his employment agreement.
* Mr. Lekach has agreed to customary standstill provisions for a period of four years.
* Parlux has agreed to reimburse Mr. Nussdorf for $1 million of his expenses incurred in connection with the consent solicitation and the litigation
Link to past reports on the developments that led to today's news
Labels: Glenn Nussdorf, Ilia Lekach, PARL, Parlux Fragrances
posted by Lon at 12:03 PM
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