FORT LAUDERDALE, Fla., Dec. 30, 2011 (GLOBE NEWSWIRE) -- Parlux Fragrances, Inc. (Nasdaq:PARL) has scheduled its Annual Meeting of Stockholders for the fiscal year ending March 31, 2011 ("Annual Meeting") for February 29, 2012. The Annual Meeting will be convened for the purpose of electing directors to the board of directors of Parlux and ratifying the appointment of independent accountants. Proposals on matters appropriate for shareholder consideration consistent with Rule 14a-8 under the Securities Exchange Act of 1934, as amended ("Exchange Act"), submitted by shareholders for inclusion in the proxy statement and form of proxy for the Annual Meeting must be received by the Secretary of the Company at Parlux's principal executive offices not later than January 16, 2012. The submission of such proposals by shareholders is subject to regulation by the SEC pursuant to Rule 14a-8 under the Exchange Act. Proposals received after January 16, 2012 shall be considered untimely. Additionally, we must receive notice of any shareholder proposal to be submitted at the Annual Meeting (but not required to be included in our proxy statement) by January 16, 2012 or such proposal will be considered untimely pursuant to Rule 14a-4 and Rule 14a-5(e) under the Exchange Act.
Shareholder proposals should be sent to the attention of the Secretary of the Company by mail or personal delivery to Parlux Fragrances, Inc., 5900 N. Andrews Avenue, Suite 500, Fort Lauderdale, Florida 33309, or by facsimile to (954) 491-1187.
As reported in the Company's Current Report on Form 8-K filed December 23, 2011, the Company and Perfumania Holdings, Inc. ("Perfumania") have entered into an Agreement and Plan of Merger by and among Parlux, Perfumania, and PFI Merger Corp., a wholly-owned subsidiary of Perfumania, pursuant to which, subject to the satisfaction or waiver of the conditions therein, PFI Merger Corp. will merge with and into Parlux with Parlux as the surviving company. A separate special meeting of stockholders of the Company will be convened on another date to consider the proposed merger and related matters, and you will receive proxy information regarding that special meeting in the mail. The information below relates to the merger and that separate special meeting.
ABOUT PARLUX FRAGRANCES, INC.
Parlux Fragrances, Inc. is a manufacturer and international distributor of prestige fragrances and beauty related products. It holds licenses and sublicenses to manufacture and distribute the designer fragrance brands of Paris Hilton, Jessica Simpson, Nicole Miller, Josie Natori, Queen Latifah, Marc Ecko, Rihanna, Kanye West, Vince Camuto and Fred Hayman Beverly Hills.
Caution Regarding Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Management of Perfumania and Parlux may also make forward-looking statements about the merger and its consequences in other written and oral announcements and disclosures, which are subject to the same considerations as described in this paragraph. Forward-looking statements are typically identified by words such as "anticipate," "believe," "plan," "estimate," "expect," "should," "intend," and other similar expressions. Forward-looking statements in this press release and in management's other disclosures include, but may not be limited to, statements regarding the anticipated timing of the transaction, the sources and availability of financing for the transaction, the successful closing of the transaction and integration of Parlux, opportunities for operational improvement, including but not limited to cost reduction and capital investment, the strategic opportunity and perceived value to Perfumania's and Parlux's shareholders of the transaction, and the impact on Perfumania's results of operations, including without limitation the existence and timing of synergies arising from the transaction. With respect to these statements, Perfumania and Parlux have made assumptions about, among other things, whether and when the proposed transaction will be approved, whether and when the proposed transaction will close, the continued availability of financing for Perfumania's and Parlux's business operations on satisfactory terms, the results and impacts of the acquisition; preliminary purchase price allocations which may include material adjustments to the preliminary fair values of the acquired assets and liabilities; economic, competitive and market conditions generally; volumes and price levels of purchases by customers; competitive conditions in our businesses and possible adverse actions of our respective customers, competitors and suppliers. Such statements include and will include estimates, predictions, projections, forecasts, and assumptions that involve risks, uncertainties and other important factors that may cause our actual results or condition, or those of our industry, to be materially different from any future results or condition described in or implied by those forward-looking statements. Among the factors that could cause actual results, performance or achievement to differ materially from those described or implied in the forward-looking statements are our ability to meet the conditions to the merger, our ability to service our obligations, general economic conditions, competition, potential technology changes, changes in or the lack of anticipated changes in the regulatory environment in various countries, the ability to secure profitable licensing relationships, the ability to raise additional capital to finance expansion, the risks inherent in new product and service introductions and other factors described in the Risk Factors and other sections of Perfumania's and Parlux's filings with the Securities and Exchange Commission (the "SEC"). The information contained herein speaks as of the date hereof and neither Perfumania nor Parlux have or undertake any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Important Information and Where to Find It
Perfumania and Parlux will file documents with the SEC in connection with the proposed transaction, including Perfumania's registration statement on Form S-4 containing a joint proxy statement of Perfumania and Parlux that will also constitute Perfumania's prospectus. This press release is not a substitute for the joint proxy statement/prospectus or any other document that Perfumania or Parlux may file with the SEC or may send to their stockholders in connection with the proposed merger. This press release is neither a request nor an offer for shares of Parlux common stock. Perfumania and Parlux stockholders are urged to read the registration statement on Form S-4 and the related joint proxy statement/prospectus when they become available, as well as other documents filed with the SEC, because they will contain important information about the proposed merger. The final joint proxy statement/prospectus will be mailed to Perfumania and Parlux stockholders. Stockholders may also obtain free copies of these documents (when they are available) and other documents Perfumania and Parlux file with the SEC at the SEC's web site at www.sec.gov, or by contacting Andrea Petruzzo at Perfumania, at (631) 866-4041 or the Corporate Secretary of Parlux, at (954) 316-9008.
Participants in the Merger Solicitation
Perfumania and Parlux, and their respective directors, executive officers and other members of management and employees, may be deemed to be participants in the solicitation of proxies with respect to the proposed merger. Information concerning Perfumania's executive officers and directors is set forth in its most recent Form 10-K/A filed with the SEC on May 31, 2011. Information concerning Parlux's executive officers and directors is set forth in its annual report on Form 10-K for the year ended March 31, 2011, which was filed with the SEC on May 26, 2011, and in its current report on Form 8-K filed on August 3, 2011. Additional information regarding the interests of participants of Perfumania and Parlux in the solicitation of proxies with respect to the transaction will be included in the registration statement on Form S-4 and joint proxy statement/prospectus described above when it becomes available. You will also be able to obtain free copies of these documents from Perfumania and Parlux using the contact information above.