Tuesday, February 06, 2007

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

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Wednesday, January 10, 2007

Parlux Fragrances (PARL) Holder Nussdorf Concerned About Recent Repurchase Annoumcement

In an amended 13D filing on Parlux Fragrances Inc. (Nasdaq: PARL), 12% holder Glenn H. Nussdorf disclosed a letter sent to the Board expressing his concern that the recently announced stock repurchases (10M shares representing almost 55% of the company) may be made for the purpose of, and in a manner designed to, entrench the Company's current management and Board.

Also, Mr. Nussdorf demanded, in the letter, that the Company make immediate, full and clear public disclosure of the purposes of the massive stock repurchase authorization and how it is intended that any shares repurchased by the Company, whether prior to, on, or after the record date, will be treated for purposes of his consent solicitation.

A Copy of the Letter:

Dear Board Members:

On Monday, January 8, 2007, Parlux Fragrances, Inc. (the "Company") issued a press release announcing a record date of January 17, 2007 in connection with my solicitation of consents from the Company's stockholders for the purposes of removing, without cause, all members of the Company's Board of Directors and electing myself and my five other nominees as directors of the Company.

On Tuesday, January 9, 2007, the Company issued a press release announcing that you, the Company's Board of Directors, have authorized stock repurchases of up to 10 million shares of the Company's common stock. This is an extraordinarily large stock repurchase authorization, covering almost 55% of the Company's approximately 18,430,000 outstanding shares.

In light of the fact that my consent solicitation will be commencing very shortly, that the record date is one week from today, and that the Board has just authorized massive stock repurchases, I am understandably concerned that the stock repurchases may be made for the purpose of, and in a manner designed to, entrench the Company's current management and Board of Directors. I believe that any use of corporate funds for such purpose would constitute an unconscionable breach of fiduciary duty and misuse of corporate assets and, in such event, I intend to hold you responsible.

I demand that the Company make immediate, full and clear public disclosure of the purposes of the massive stock repurchase authorization and how it is intended that any shares repurchased by the Company, whether prior to, on, or after the record date, will be treated for purposes of my consent solicitation.

Very truly yours,

Glenn H. Nussdorf

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Friday, December 22, 2006

Parlux Fragrances (PARL) Holder Nussdorf Files Preliminary Consent Statement To Remove and Replace Board

In an amended 13D filing on Parlux Fragrances Inc. (Nasdaq: PARL) 12.2% holder Glenn H. Nussdorf disclosed he filed a preliminary consent statement on Schedule 14A with the SEC in connection with his proposed solicitation of consents from the holders of Common Stock to (i) remove, without cause, all existing members of the Company's Board of Directors, and (ii) elect himself, Michael Katz, Joshua Angel, Anthony D'Agostino, Neil Katz and Robert Mitzman as the directors of the Company.

Link to Preliminary Consent Statement

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Thursday, December 07, 2006

Updates on Friendly Ice Cream (FRN) and Parlux Fragrances (PARL)

Updates on a couple stocks we've been following:

1. Last night, Friendly Ice Cream Corporation (AMEX: FRN), an activist target of Sardar Biglari/The Lion Fund, said it will increased the size of its Board of Directors from five to seven members. The company offered Biglari a seat on the board. Biglari was looking for two. It is not clear if Biglari will accepted this. We expect a response from him shortly.

2. Last night, Parlux Fragrances Inc. (Nasdaq: PARL), an activist target of Glenn H. Nussdorf, sold its Perry Ellis fragrance license back to Perry Ellis International (Nasdaq: PERY) for $63 million. In the summer, Parlux had a deal with Victory International to sell it for $140 million, but Perry Ellis wouldn't approve the sale. Nussdorf was against the original sale to Victory, so he has to be furious at this news. There was no indication or shareholder approval of the fire sale to Perry Ellis. It is not clear if Nussdorf will be a seller now or if he will send the lawyers after Parlux and its CEO Ilia Lekach. We expect an update from him shortly.

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Tuesday, November 21, 2006

Parlux (PARL) Holder Nussdorf Looks to Remove All or a Majority of the Board

In an amended 13D filing on Parlux Fragrances Inc. (Nasdaq: PARL), 12.2% holder Glenn H. Nussdorf disclosed a letter to the Board of Directors of the Company in which Mr. Nussdorf advised the Board of Directors of his intention to commence a consent solicitation to remove all or a majority of the members of the Board of Directors of the Company and to fill the vacancies created by such removal with individuals to be nominated by Mr. Nussdorf.

A Copy of the Letter:

Dear Board Members:
I am writing to advise you that I intend to commence a consent solicitation to remove all or a majority of the members of the Board of Directors of Parlux Fragrances, Inc. ("Parlux" or the "Company") and to fillvacancies created by such removal with individuals to be nominated by me.

As the beneficial owner of a substantial percentage of the outstanding shares of Parlux, I believe that much can be done to increase shareholder value and that it is time for immediate change at both the Board and managemen tlevels. The decline in the Company's share price from a high closing price of$18.96 earlier this year (after adjusting for a 2-for-1 split in June 2006) tothe current $6.26 level (a decrease in shareholder value of 67%), the Company'srecent disclosure of decreased sales and earnings for the quarter ended September 30, 2006, and the allegations in the recently amended class actionl awsuit that the Company improperly recognized revenues on sales to related parties, have led me to conclude that the Board of Directors is failing to actin the best interests of the Company's shareholders and is not exercising appropriate oversight of management. I am convinced that a continuation of the status quo risks a further destruction of shareholder value and, accordingly, I intend to protect the value of my significant investment in the Company through a consent solicitation to replace members of the Board of Directors.

As I have publicly disclosed in my Schedule 13D filing, I am exploring the possibility of making an acquisition proposal to acquire the Company in a business combination transaction. While I have not made a decision at this time whether to pursue such a proposal, I strongly urge the Board not to take any action (such as the previously announced and subsequently abandoned sale of thePerry Ellis brand) which would materially modify or impact the Company's business, products or assets and could adversely effect the Company's value. In addition, the consent solicitation will present Parlux shareholders with aunique opportunity to express their views on the future direction of the Company.

In view of the foregoing, I am putting each director and executive officer on notice not to attempt to usurp the rights of shareholders to determine the Company's future direction, including any attempt to sell orotherwise dispose of or surrender any of its product lines, including, without limitation, the Perry Ellis brand.

I intend to take all actions necessary to hold each director and executive officer accountable if they approve or engage in any transaction with respect to the foregoing or which is otherwise inconsistent with the best interests of the Company and its shareholders.

In addition, Mr. Lekach is aware of my serious concern about the level of payments and benefits under existing severance agreements with him and three other senior executives of Parlux. I am putting Parlux's Board of Directors on notice that no payments should be made or benefits granted under these agreements until they are subjected to a thorough review by my nominees, if elected to the Board.

Sincerely,
Glenn H. Nussdorf

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Tuesday, November 14, 2006

Major eCom (ECMV) Holders Nussdorfs Propose Acquisition of Model Reorg, A Company They Control

In an amended 13D filing on eCom Ventures, Inc. (Nasdaq: ECMV), large holder Glenn Nussdorf with his brother Stephen Nussdorf, who together beneficially owned 45.34% of the stock, disclosed a proposal for eCom to buy Model Reorg, Inc. a company they control.
The transaction proposed by Model would have the following terms:

1. Model would be acquired by the Issuer and would become a wholly owned subsidiary of the Issuer.

2. The outstanding common stock of Model would be converted into 6,396,649 shares of common stock of the Issuer.

3. Following this conversion, Glenn and Stephen Nussdorf would own an aggregate of 80.90% of Issuer’s outstanding common stock (assuming the conversion of the Subordinated Note held by them, but not assuming the exercise of outstanding options). The projected percentage ownership set forth in the Proposal Letter assumes the exercise of the options, but not the conversion of the Subordinated Note.

4. Inter-company amounts due from Model to Quality King Distributors, Inc. (“Quality King”) will be paid in cash to Quality King, or converted into preferred stock or debt of Model prior to the transaction. Any such cash payment by Model may be financed by its issuance of additional debt. Glenn and Stephen Nussdorf own two thirds of Quality King’s equity and their sister, Arlene Nussdorf, owns the balance. If any preferred stock is issued in satisfaction of this inter-company amount, it will be converted into an equal number of shares of the Issuer’s preferred stock having identical terms.

5. The Issuer, or one of its subsidiaries, will issue indebtedness to unrelated third parties to provide working capital.

6. The transaction will be subject to the satisfaction of certain conditions, two of which will be that the transaction is approved and recommended to the stockholders of the Issuer by an independent committee of the board, and that the transaction is approved by a majority of disinterested stockholders of Issuer.

According to a letter sent to eCom Ventures' Board of Directors, for the fiscal year ended October 31, 2006, the unaudited pro forma revenue of Model (giving effect to the acquisition of Jacavi) is expected to be $371 million.

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