Filing Details

This Amendment No. 21 amends the Schedule 13D originally filed June 19, 2003, as amended to date (the “Schedule 13D”), with respect to the common stock, par value $0.01 per share, of Perfumania Holdings, Inc. (the “Issuer”).  Except as amended hereby, the Schedule 13D remains effective.

Item 4 of the Schedule 13D is hereby amended by adding the following information:

On May 26, 2017, the Issuer announced that a Special Independent Committee of the Board of Directors of the Issuer (the “Special Committee”) is considering various alternatives to address the Issuer’s financial condition and capital structure, and had contacted members of the Nussdorf family (Stephen L. Nussdorf, Glenn H. Nussdorf, Arlene Nussdorf, Lillian Ruth Nussdorf (collectively, the “Family”)) to begin discussions over possible alternatives that could result in value to all stockholders of the Issuer.

The Family is considering potential alternatives in connection with a potential restructuring of the operations and capital structure of the Issuer and/or its subsidiaries in which, among other things, members of the Family or related persons would make an investment in the shares of common stock of the Issuer.  Any such restructuring could encompass a restructuring of the Issuer’s subsidiary retail operations, subject to the satisfaction of the Family members as to the terms and conditions thereof.  Moreover, such alternatives could potentially involve the payment by the Issuer of up to $2.00 in cash to stockholders of the Issuer (other than members of the Family, and their respective affiliates) in a restructuring in which members of the Family would potentially be the sole stockholders of the Issuer after the consummation of such restructuring.  There can be no assurance that there will be any restructuring of the Issuer and/or its subsidiaries, that any restructuring will be agreed upon by the members of the Family, or of the terms and conditions of any such restructuring (including without limitation any such payment to the stockholders), and any such restructuring is and would be subject to the agreement of all terms and conditions by the members of the Family, the Issuer and various third parties.

Other than as set forth above, Stephen and Glenn Nussdorf and other members of the Family do not have current plans or proposals to acquire or dispose of additional securities of the Issuer, or to change the present board of directors or management of the Issuer or any of its subsidiaries.

Item 6 of the Schedule 13D is hereby amended to add the following:

The amendment to Item 4 above is incorporated herein by reference.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct.