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, September 27, 2006

Parlux (PARL) Holder Glenn Nussdorf Says Perry Ellis License Sale Not in Best Interest

UPDATE: 3:21PM ET - Nussdorf amended the letter

In an amended 13D filing on Parlux Fragrances Inc. (Nasdaq: PARL), Glenn H. Nussdorf disclosed a 10.5% stake (1.9 million shares). On September 26, 2006, Mr. Nussdorf sent a letter to the Board of Directors of Parlux indicating his position that the proposed sale of the company's Perry Ellis license to Victory International (USA) LLC is not in the best interests of the comapny and is such a significant sale of assets that shareholder approval may be required.

Recently, Glenn Nussdorf was granted approval to purchases of more than fifteen percent (15%) of PARL's outstanding shares.

Glenn Nussdorf with his brother Stephen Nussdorf own 37% of E Com Ventures, Inc. (Nasdaq: ECMV) and together with their sister Arlene Nussdorf, control Model Reorg, Inc.

A Copy of the Letter:

Members of the Board of Directors
Parlux Fragrances, Inc.
3725 S.W. 30th Avenue
Ft. Lauderdale, FL 33312

Gentlemen:

Dear Board Members:

As you know, Lillian Ruth Nussdorf and I are major shareholders of Parlux Fragrances, Inc. (“Parlux” or the “Company”) holding, at present, approximately 10.5% of the outstanding shares of the Company. As indicated in our Schedule 13D filing, we may seek to influence or serve on the Board of Directors of the Company or designate nominees for election to the Board. In view of the fact that we are actively considering these actions in the foreseeable future, we strongly urge the Board to act in a fully informed and deliberate manner and not take any action that is inconsistent with the interests of the Company's stockholders.

In its Form 8-K filing and August 16th press release, the Company announced that it has “entered into a letter of intent to sell its Perry Ellis fragrance rights to Victory International (USA) LLC (“Victory”) for a total of up to $140 million: $120 million for the fragrance rights and up to $20 million for inventory”. In my view, this proposed transaction is contrary to the best interests of the Company and its stockholders for several reasons:

1. I have investigated the available information regarding Victory’s financial wherewithal to consummate a transaction of this nature and to perform its obligations thereunder. As described in the Company’s press release, this transaction would require Victory to pay $20 million at the outset and then make subsequent payments totaling $24 million per year (in $2 million monthly installments) for the next five years. Based on the financial information that Victory has made available to the industry through credit reporting agencies, its sales, profits and net worth do not appear to support such a payment obligation, even with the additional income generated from the sale of Perry Ellis fragrances. Moreover, there is no indication in the Company’s disclosures as to whether Victory has obtained the financing necessary to fund its obligations to the Company.

It is likely that this transaction would transfer a significant and valuable asset of the Company without adequate assurances that its value would be realized, potentially resulting in a tie-up of the Perry Ellis brand while the Company attempts to retrieve the brand from Victory in the event of a failure by Victory to perform its financial obligations to the Company. In this connection, since Victory does not appear to have the means to fund this obligation, it is likely that it will have to manufacture inordinately large quantities of the Perry Ellis line and sell these quantities into mass and discount markets, and possibly to other wholesalers domestically and internationally, in order to fund this obligation. Such overproduction and non-department and specialty store sales will erode the value of the brand and strain relationships with the licensor, thereby resulting in a much less valuable asset coming back to Parlux in the event that Victory fails to meet its payment obligations to Parlux.

2. It is highly unlikely that the licensor of the Perry Ellis trademark would give their consent to a transaction such as this, especially since the proposed sale is to a non-affiliate and it constitutes, in effect, the sale of the entire Perry Ellis fragrance brand. Moreover, even if consent were to be contemplated, it is likely the licensor would demand a significant price for it, which would reduce the economic value of this transaction to the Company.

3. The proposed transaction constitutes a sale of the Company’s principal asset, since sales of the Perry Ellis line over the past several fiscal years have ranged from 81% to 41% of the Company’s total sales. In view of the significant contribution to sales and profitability of the Perry Ellis asset, I believe that its sale might well require approval of the Company's stockholders under Delaware General Corporation Law Section 271, which requires that stockholders vote on and approve a sale of all or substantially all of a company's property and assets. In any event, in view of our stated intentions, as well as the views of other large stockholders with whom we have spoken, it is contrary to the best interests of the Company, and also contravenes principles of responsible management and good corporate governance, to proceed hastily with a transaction which could adversely impact stockholder value and expose the Company to a myriad of issues and problems.We have retained as special counsel the firm of Skadden, Arps, Slate, Meagher & Flom LLP to advise us in connection with our investment in the Company and our available options relating thereto. I again urge the Board to proceed prudently, deliberately and in accordance with law in considering the proposed transaction. If the Board or management take any action that is detrimental to the Company or inconsistent with the best of interests of stockholders, we intend to take all actions necessary to hold each director or executive officer accountable and personally liable.

In view of the urgency of this matter, we are available to meet with members of the Board immediately and would like to do so as soon as possible, wherever and whenever is most convenient for the members of the Board.

I look forward to hearing from you promptly.

Very truly yours,

Glenn H. Nussdorf

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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Thursday, September 07, 2006

Glenn Nussdorf Discloses 8.1% Stake in Parlux Fragrances (PARL), Approved to Buy More Than 15%

In an 13D filing on Parlux Fragrances Inc. (Nasdaq: PARL), Glenn H. Nussdorf disclosed a 8.1% stake (1.46 million shares) in the company. Recently, Mr. Nussdorf requested that the board approve purchases of more than fifteen percent (15%) of PARL's outstanding shares of common stock. On September 5th the board granted Mr. Nussdorf approval for the purchases.

Glenn Nussdorf with his brother Stephen Nussdorf own 37% of E Com Ventures, Inc. (Nasdaq: ECMV) and together with their sister Arlene Nussdorf, control Model Reorg, Inc.

On September 5th, Parlux issued a press release noting the move by Mr. Nussdorf and the board's approval of his request.

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Tuesday, October 17, 2006

Parlux Fragrances (PARL) Holder Nussdorf Exploring Possibility of Acquisition of Company

In an amended 13D filing on Parlux Fragrances Inc. (Nasdaq: PARL) 10.5% holder Glenn H. Nussdorf said he has begun to explore the possibility of making an acquisition proposal to acquire the Company in a business combination transaction. As part of such exploration, Mr. Nussdorf and/or his representatives have had preliminary discussions with the Company's management and have had preliminary discussions with potential financing sources to obtain the funds necessary for such a transaction. Mr. Nussdorf has made no decision at this time as to whether to pursue an acquisition proposal and no assurances can be given as to whether or not Mr. Nussdorf will submit such a proposal to the Company. In addition, if Mr. Nussdorf submits such a proposal, there can be no assurances as to whether it would be acceptable to the Company or whether any such proposal would result in a definitive agreement being executed.
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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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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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Tuesday, October 31, 2006

Ilia Lekach Lowers Stake in eCom Ventures (ECMV) to 4%

In an amended 13D filing on eCom Ventures, Inc. (Nasdaq: ECMV), Ilia Lekach disclosed a 4% stake (120K shares) in the company. This is down from the 9% stake he disclosed in a past filing (07/02).

According to traders who know the stock, Lekach's selling has undeservedly punished the stock over the past six months, but the stock has moved higher recently as word circulated Likach was nearly done selling.

While Lekach has been selling his stake in the company, eCom Ventures' controlling shareholder Glenn Nussdorf has been buying up shares of Lekach's company Parlux Fragrances (Nasdaq: PARL).

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