Perfumania Holdings, Inc. (NASDAQ:PERF) Files An 8-K Bankruptcy or Receivership

Perfumania Holdings, Inc. (NASDAQ:PERF) Files An 8-K Bankruptcy or Receivership
Item 1.03

Story continues below

Bankruptcy or Receivership.

On August 26, 2017, Perfumania Holdings, Inc. (the “Company”) and certain of the Company’s wholly-owned subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the U.S. Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) (Case No. 17-11794), in order to effect a recapitalization through a Prepackaged Joint Chapter 11 Plan of Reorganization (the “Plan”). The Company’s Parlux Ltd., Parlux Fragrances, LLC and Five Star Fragrance Company, Inc. subsidiaries were not included in the Chapter 11 filings. On August 31, 2017, the Debtors mailed to the Company’s shareholders and certain other parties in interest the Disclosure Statement filed with the Bankruptcy Court, which included the Plan as an exhibit. The Disclosure Statement was filed as Exhibit 99.1 to the Company’s Form 8-K filed on September 5, 2017, and is incorporated herein by reference. On September 21, 2017, and October 5, 2017, the Debtors filed supplements to the Plan. On October 6, 2017, the Bankruptcy Court entered an order confirming the Plan (the “Order), which is filed as Exhibit 2.1 hereto and incorporated herein by reference. On October 11, 2017, the Plan became effective, and the actions contemplated therein were consummated.

The Plan did not impair any creditors, whose claims, including claims for rejection damages, are being paid in full. The information set forth in Items 3.02, 3.03, 5.02 and 5.03 is incorporated herein by reference. The full text of the Plan as confirmed is filed herewith as Exhibit A to the Order and is incorporated herein by reference.

As of October 6, 2017, the Company had total assets of approximately $317.2 million and total liabilities of approximately $282.7 million.

Item 3.02.

Unregistered Sales of Equity Securities.

On the Effective Date, to the Plan and the Investment Agreement dated August 26, 2017, the Company issued 1,000 shares of common stock, $.0001 par value per share, to MJA Beauty LLC under an exemption from the registration requirements of the Securities Act of 1933 contained in Section 1145(a) of the Bankruptcy Code. MJA Beauty LLC used personal funds contributed by its members to purchase the shares issued, which constitute all of the outstanding shares of the Company following the Effective Date.

Item 3.03.

Material Modifications to Rights of Securityholders.

On the Effective Date, to the Plan, all of the 15,493,763 outstanding shares of common stock, all instruments, guarantees, certificates and other documents evidencing an equity security of the Company, and all options, warrants, call rights, puts, awards, purchase rights or other agreements to acquire an equity security of the Company, were cancelled for no consideration under the Plan.

to the Plan, persons who held shares of the Company’s common stock before the Effective Date, other than MJA Beauty LLC, have the opportunity to receive $2.00 in cash for each such share by providing the Stockholder Release set forth in Article 9.5 of the Plan, releasing claims against the Company and its affiliates. MJA Beauty LLC executed the Stockholder Release for no additional consideration.

Item 5.01.

Changes in Control of Registrant.

The information set forth in Items 3.02, 3.03 and 5.02 is incorporated herein by reference.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) As of the Effective Date, to the Plan, Michael W. Katz, Joseph Bouhadana, Joshua Angel, Paul Garfinkle and Glenn H. Gopman ceased to be directors of the Company, and Glenn H. Nussdorf and Arlene Nussdorf joined Stephen P. Nussdorf as directors. Information regarding the relationships between Glenn H. Nussdorf and Arlene Nussdorf and the Company appears in Notes 6 and 11 to the Company’s financial statements filed on Form 10-Q on June 19, 2017, and in their respective Schedules 13D, as amended from time to time, and is incorporated herein by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On the Effective Date, to the Plan, the Articles of Incorporation and Bylaws of the Company were each amended and restated in their entirety in the form of the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws filed herewith as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.

Exhibit Description

2.1

2.2

Prepackaged Joint Chapter 11 Plan of Model Reorg Acquisition, LLC and its Affiliated Debtors and Debtors in Possession (incorporated by reference to Exhibit A to the Order filed as Exhibit 2.1 herewith).

3.1

3.2

10.1

Investment Agreement dated as of August 26, 2017, between and among MJA Beauty, LLC, a Delaware limited liability company, each of the individual Members of MJA Beauty, LLC and the Company (incorporated by reference to Exhibit 1 to Schedule 13D/A filed August 30, 2017, by Glenn H. Nussdorf, Stephen L. Nussdorf and Lillian Ruth Nussdorf).

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PERFUMANIA HOLDINGS, INC.

Dated:October 13, 2017

By:

/s/ Michael P. Nofi

Michael P. Nofi

Chief Financial Officer

Exhibits

Exhibit No.

Exhibit Description

2.1

Findings of Fact, Conclusions of Law, and Order (I) Approving the Disclosure Statement
Perfumania Holdings, Inc. Exhibit
EX-2.1 2 exhibit21perfumania-signed.htm EXHIBIT 2.1 Exhibit Exhibit 2.1Case 17-11794-CSS    Doc 222    Filed 10/06/17    Page 1 of 48IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE——————————————————In re:MODEL REORG ACQUISITION,…
To view the full exhibit click here

About Perfumania Holdings, Inc. (NASDAQ:PERF)

Perfumania Holdings, Inc. is a wholesale distributor and retailer of perfumes and fragrances. The Company conducts its business its subsidiaries, Perfumania, Inc. (Perfumania), Quality King Fragrance, Inc. (QFG), Scents of Worth, Inc. (SOW), Perfumania.com, Inc. (Perfumania.com), Five Star Fragrance Company, Inc. (Five Star) and Parlux Fragrances, LLC (Parlux). The Company operates in two segments: wholesale distribution and specialty retail sales of designer fragrance and related products. Its wholesale business includes QFG, Parlux and Five Star. Its retail business is conducted through Perfumania, SOW and Perfumania.com. QFG distributes designer fragrances to mass market retailers, drug and other chain stores, retail wholesale clubs, traditional wholesalers, and other distributors throughout the United States. Perfumania is a retailer and distributor of a range of brand name and designer fragrances and operates a line of bath and body products under the name Jerome Privee.

An ad to help with our costs
/* */ // AST – IMS - [MarketExclusive_ROS]