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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Physicians Formula Holdings, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| February 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PHYSICIANS FORMULA HOLDINGS (Name of Issuer) Common Stock (Title of Class of Securities) 719427106 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 11, 2013 |
FACE / Physicians Formula Holdings, Inc. / VANGUARD GROUP INC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: physicians Formula Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 719427106 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designate the rule pursuant to which this Schedul |
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| January 8, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-33142 PHYSICIANS FORMULA HOLDINGS, INC. (Exact name of registrant as spe |
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| December 17, 2012 |
Schedule 13D Amendment No. 9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Physicians Formula Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 719427106 (CUSIP Number) Mill Road Capital, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One G |
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| December 12, 2012 |
As filed with the Securities and Exchange Commission on December 12, 2012 Registration No. |
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| December 12, 2012 |
EX-3.2 3 a12-291242ex3d2.htm EX-3.2 Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF PHYSICIANS FORMULA HOLDINGS, INC. (A Delaware Corporation) ARTICLE I OFFICES SECTION 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be in the City of Dover, County of Kent. SECTION 2. Other Offices. The Corporation may also have an office or offices other than sai |
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| December 12, 2012 |
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PHYSICIANS FORMULA HOLDINGS, INC. Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PHYSICIANS FORMULA HOLDINGS, INC. FIRST: The name of this corporation (the “Corporation”) is Physicians Formula Holdings, Inc. SECOND: Its Registered Office in the State of Delaware is to be located at 1679 S. Dupont Hwy., Suite 100, in the City of Dover, County of Kent 19901. The Registered Agent in charge thereof is Registere |
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| December 12, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 12, 2012 PHYSICIANS FORMULA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33142 (Commissio |
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| December 12, 2012 |
EX-99.1 4 a12-291242ex99d1.htm EX-99.1 Exhibit 99.1 MARKWINS INTERNATIONAL CORPORATION CLOSES ACQUISITION OF PHYSICIANS FORMULA HOLDINGS, INC. CITY OF INDUSTRY, CA and AZUSA, CA — December 12, 2012 — Markwins International Corporation (“Markwins” or the “Company”) announced today that it has acquired all of the outstanding securities of Physicians Formula Holdings, Inc. (Nasdaq: FACE) (“Physicians |
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| December 12, 2012 |
As filed with the Securities and Exchange Commission on December 12, 2012 Registration No. |
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| December 12, 2012 |
As filed with the Securities and Exchange Commission on December 12, 2012 Registration No. |
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| December 12, 2012 |
As filed with the Securities and Exchange Commission on December 12, 2012 Registration No. |
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| December 12, 2012 |
As filed with the Securities and Exchange Commission on December 12, 2012 Registration No. |
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| December 12, 2012 |
As filed with the Securities and Exchange Commission on December 12, 2012 Registration No. |
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| November 16, 2012 |
EX-99.1 3 a12-273181ex99d1.htm EX-99.1 Exhibit 99.1 Physicians Formula and Markwins Amend Merger Agreement Special Cash Dividend to Stockholders Merger Scheduled to Close No Later Than December 13, 2012 AZUSA, Calif., November 16, 2012 (GLOBE NEWSWIRE) — Physicians Formula Holdings, Inc. (Nasdaq:FACE) (“Physicians Formula”) announced the declaration of a one-time special dividend to stockholders a |
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| November 16, 2012 |
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER EX-10.1 2 a12-273181ex10d1.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of November 15, 2012 (this “Amendment”), is made and entered by and among Physicians Formula Holdings, Inc., a Delaware corporation (the “Company”), Markwins International Corporation, a California corporation (“Parent”), and Markwins Me |
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| November 16, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 a12-2731818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 15, 2012 PHYSICIANS FORMULA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpor |
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| November 15, 2012 |
Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| November 9, 2012 |
Physicians Formula Updates Timing of its Expected Acquisition by Markwins Exhibit 99.1 Physicians Formula Updates Timing of its Expected Acquisition by Markwins AZUSA, Calif., November 9, 2012 (GLOBE NEWSWIRE) — Physicians Formula Holdings, Inc. (Nasdaq:FACE) (“Physicians Formula”) announced today that it has been informed by Markwins International Corporation (“Markwins”) that Markwins will not close the acquisition of Physicians Formula on or before November 13, 2012 |
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| November 9, 2012 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 9, 2012 PHYSICIANS FORMULA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33142 (Commission |
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| November 8, 2012 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 8, 2012 PHYSICIANS FORMULA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33142 23-0340099 (State or other jurisdiction of incorporation) |
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| November 8, 2012 |
Physicians Formula Stockholders Approve Acquisition by Markwins EX-99.1 2 a12-265271ex99d1.htm EX-99.1 Exhibit 99.1 Physicians Formula Stockholders Approve Acquisition by Markwins AZUSA, Calif. and City of Industry, Calif., November 8, 2012 (GLOBE NEWSWIRE) — Physicians Formula Holdings, Inc. (Nasdaq:FACE) (“Physicians Formula” or the “Company”) and Markwins International Corporation (“Markwins”) announced today that the stockholders of Physicians Formula appr |
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| October 15, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| October 10, 2012 |
FACE / Physicians Formula Holdings, Inc. / DIKER MANAGEMENT LLC Passive Investment Easy Online EDGARization And Filing by Corporate-Insiders.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7) Physicians Formula Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 719427106 (CUSIP Number) September 30, 2012 (Date of Event Which Requires Filing of this Statement) |
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| October 3, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| September 27, 2012 |
EX-99.3 5 a12-205272ex99d3.htm EX-99.3 Exhibit 99.3 Project Palette: Announcement Press Release Physicians Formula Holdings, Inc. to Be Acquired by Markwins International Corporation for $4.90 Per Share AZUSA, Calif. and City of Industry, Calif., September 27, 2012 (GLOBE NEWSWIRE) - Physicians Formula Holdings, Inc. (Nasdaq:FACE) (“Physicians Formula” or the “Company”) and Markwins International |
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| September 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 26, 2012 PHYSICIANS FORMULA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33142 23-0340099 (State or other jurisdiction of incorporation |
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| September 27, 2012 |
EX-99.4 6 a12-205272ex99d4.htm EX-99.4 Exhibit 99.4 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of September , 2012 between Markwins International Corporation, a California corporation (“Parent”), and Markwins Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on the one hand, and the undersigned stockholder (“ |
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| September 27, 2012 |
8-K 1 a12-2052728k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 26, 2012 PHYSICIANS FORMULA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33142 23-0340099 (State or other ju |
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| September 27, 2012 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among PHYSICIANS FORMULA HOLDINGS, INC., MARKWINS INTERNATIONAL CORPORATION, and MARKWINS MERGER SUB, INC. Dated as of September 26, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Interpretation and Rules of Construction 9 ARTICLE II THE MERGER 9 Section 2.01 Merger 9 Section 2.02 Tax Characterization 9 Section 2 |
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| September 27, 2012 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among PHYSICIANS FORMULA HOLDINGS, INC., MARKWINS INTERNATIONAL CORPORATION, and MARKWINS MERGER SUB, INC. Dated as of September 26, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Interpretation and Rules of Construction 9 ARTICLE II THE MERGER 9 Section 2.01 Merger 9 Section 2.02 Tax Characterization 9 Section 2 |
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| September 27, 2012 |
EX-99.5 7 a12-205272ex99d5.htm EX-99.5 Exhibit 99.5 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of September , 2012 between Markwins International Corporation, a California corporation (“Parent”), and Markwins Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on the one hand, and the undersigned stockholder (“ |
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| September 27, 2012 |
INVESTOR, CUSTOMER AND EMPLOYEE Q&A DATED SEPTEMBER 27, 2012 EX-99.1 3 a12-205272ex99d1.htm EX-99.1 Exhibit 99.1 INVESTOR, CUSTOMER AND EMPLOYEE Q&A DATED SEPTEMBER 27, 2012 General Matters Q: What did the company announce? A: We announced that we entered into a merger agreement with Markwins International Corporation. Under the terms of this merger agreement, we agreed to be acquired by Markwins for $4.90 per share in cash, or a total of approximately $74. |
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| September 27, 2012 |
Exhibit 99.5 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of September , 2012 between Markwins International Corporation, a California corporation (“Parent”), and Markwins Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on the one hand, and the undersigned stockholder (“Stockholder”) of Physicians Formula Hol |
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| September 27, 2012 |
EX-99.6 8 a12-205272ex99d6.htm EX-99.6 Exhibit 99.6 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of September , 2012 between Markwins International Corporation, a California corporation (“Parent”), and Markwins Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on the one hand, and the undersigned stockholder (“ |
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| September 27, 2012 |
INVESTOR, CUSTOMER AND EMPLOYEE Q&A DATED SEPTEMBER 27, 2012 EX-99.1 3 a12-205272ex99d1.htm EX-99.1 Exhibit 99.1 INVESTOR, CUSTOMER AND EMPLOYEE Q&A DATED SEPTEMBER 27, 2012 General Matters Q: What did the company announce? A: We announced that we entered into a merger agreement with Markwins International Corporation. Under the terms of this merger agreement, we agreed to be acquired by Markwins for $4.90 per share in cash, or a total of approximately $74. |
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| September 27, 2012 |
EX-99.2 4 a12-205272ex99d2.htm EX-99.2 Exhibit 99.2 The following is an email to employees of Physicians Formula Holdings, Inc. distributed on September 27, 2012: Dear Physicians Formula Employees, I am pleased to share with you that today, the Company announced that it has entered into a merger agreement to be acquired for $4.90 per share by Markwins International Corporation. Markwins submitted |
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| September 27, 2012 |
EX-99.2 4 a12-205272ex99d2.htm EX-99.2 Exhibit 99.2 The following is an email to employees of Physicians Formula Holdings, Inc. distributed on September 27, 2012: Dear Physicians Formula Employees, I am pleased to share with you that today, the Company announced that it has entered into a merger agreement to be acquired for $4.90 per share by Markwins International Corporation. Markwins submitted |
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| September 27, 2012 |
Exhibit 99.4 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of September , 2012 between Markwins International Corporation, a California corporation (“Parent”), and Markwins Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on the one hand, and the undersigned stockholder (“Stockholder”) of Physicians Formula Hol |
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| September 27, 2012 |
EX-99.6 8 a12-205272ex99d6.htm EX-99.6 Exhibit 99.6 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of September , 2012 between Markwins International Corporation, a California corporation (“Parent”), and Markwins Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on the one hand, and the undersigned stockholder (“ |
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| September 27, 2012 |
Exhibit 99.3 Project Palette: Announcement Press Release Physicians Formula Holdings, Inc. to Be Acquired by Markwins International Corporation for $4.90 Per Share AZUSA, Calif. and City of Industry, Calif., September 27, 2012 (GLOBE NEWSWIRE) - Physicians Formula Holdings, Inc. (Nasdaq:FACE) (“Physicians Formula” or the “Company”) and Markwins International Corporation (“Markwins”) announced toda |
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| September 11, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| September 6, 2012 |
Exhibit 99.3 The following is an email sent to employees of Physicians Formula Holdings, Inc. on September 6, 2012: Dear Physicians Formula Employees, As you may have seen in the news, today the Company announced that it has received an unsolicited, nonbinding proposal to acquire all of the Company's shares of common stock at a price of $4.90 per share, subject to several conditions, including the |
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| September 6, 2012 |
Physicians Formula Holdings, Inc. Receives Acquisition Proposal Exhibit 99.1 Physicians Formula Holdings, Inc. Receives Acquisition Proposal AZUSA, Calif., September 6, 2012 (GLOBE NEWSWIRE) - Physicians Formula Holdings, Inc. (Nasdaq:FACE) (“Physicians Formula” or the “Company”) announced that it has received an unsolicited, nonbinding proposal to acquire all its outstanding shares of common stock at a price of $4.90 per share, subject to several conditions, |
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| September 6, 2012 |
EX-99.2 3 face-2012968xkex992xqa.htm EXHIBIT 99.2 Exhibit 99.2 Q&A dated September 6, 2012 Q: What did the company announce today? A: We announced that we have received an unsolicited, nonbinding proposal to acquire all of our shares of common stock at a price of $4.90 per share, subject to several conditions, including the completion of due diligence and securing of financing commitments by the t |
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| September 6, 2012 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2012 PHYSICIANS FORMULA HOLDINGS, INC. |
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| September 6, 2012 |
EX-99.2 3 face-2012968xkex992xqa.htm EXHIBIT 99.2 Exhibit 99.2 Q&A dated September 6, 2012 Q: What did the company announce today? A: We announced that we have received an unsolicited, nonbinding proposal to acquire all of our shares of common stock at a price of $4.90 per share, subject to several conditions, including the completion of due diligence and securing of financing commitments by the t |
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| September 6, 2012 |
Exhibit 99.3 The following is an email sent to employees of Physicians Formula Holdings, Inc. on September 6, 2012: Dear Physicians Formula Employees, As you may have seen in the news, today the Company announced that it has received an unsolicited, nonbinding proposal to acquire all of the Company's shares of common stock at a price of $4.90 per share, subject to several conditions, including the |
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| September 6, 2012 |
Physicians Formula Holdings, Inc. Receives Acquisition Proposal Exhibit 99.1 Physicians Formula Holdings, Inc. Receives Acquisition Proposal AZUSA, Calif., September 6, 2012 (GLOBE NEWSWIRE) - Physicians Formula Holdings, Inc. (Nasdaq:FACE) (“Physicians Formula” or the “Company”) announced that it has received an unsolicited, nonbinding proposal to acquire all its outstanding shares of common stock at a price of $4.90 per share, subject to several conditions, |
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| September 6, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2012 PHYSICIANS FORMULA HOLDINGS, INC. |
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| August 22, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Physicians Formula Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 719427106 (CUSIP Number) Mill Road Capital, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich, CT 06830 203-987-35 |
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| August 16, 2012 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among PHYSICIANS FORMULA HOLDINGS, INC., PHYSICIANS FORMULA SUPERIOR HOLDINGS, LLC, and PHYSICIANS FORMULA MERGER SUB, INC. Dated as of August 14, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Interpretation and Rules of Construction. 8 ARTICLE II THE MERGER Section 2.01 Merger 9 Section 2.02 Tax Characterization |
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| August 16, 2012 |
Exhibit 99.4 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of August , 2012 between Physicians Formula Superior Holdings, LLC, a Delaware limited liability company (“Parent”), and Physicians Formula Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on the one hand, and the undersigned stockholder (“Stockholder”) |
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| August 16, 2012 |
Exhibit 99.3 Physicians Formula Holdings, Inc. to Be Acquired by Swander Pace Capital for $4.25 Per Share AZUSA, Calif. and San Francisco, Calif., August 15, 2012 (GLOBE NEWSWIRE) - Physicians Formula Holdings, Inc. (Nasdaq:FACE) (“Physicians Formula” or the “Company”) and Swander Pace Capital (“Swander Pace”) announced today they have entered into a definitive merger agreement under which affilia |
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| August 16, 2012 |
Exhibit 99.1 Investor, Customer and Employee Q&A Dated August 15, 2012 General Matters Q: What did the company announce? A: We announced that we entered into a merger agreement with an affiliate of Swander Pace Capital, a private investment fund. Under the terms of the merger agreement, we agreed to be acquired by Swander Pace for $4.25 per share in cash, or a total of approximately $65 million. W |
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| August 16, 2012 |
Exhibit 99.6 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of August 14, 2012 between Physicians Formula Superior Holdings, LLC, a Delaware limited liability company (“Parent”), and Physicians Formula Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on the one hand, and the undersigned stockholder (“Stockholder |
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| August 16, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2012 PHYSICIANS FORMULA HOLDINGS, INC. |
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| August 16, 2012 |
Exhibit 99.2 The following is an email to employees of Physicians Formula Holdings, Inc. distributed on August 15, 2012: Dear Physicians Formula Employees, I am pleased to share with you that today, the Company announced that it has entered into a definitive merger agreement to be acquired for $4.25 per share by affiliates of private equity firm Swander Pace Capital (“Swander Pace”). Agreement on |
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| August 16, 2012 |
EX-99.5 7 face-20128158xkex995.htm EXHIBIT 99.5 Exhibit 99.5 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of August 14, 2012 between Physicians Formula Superior Holdings, LLC, a Delaware limited liability company (“Parent”), and Physicians Formula Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on the one han |
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| August 15, 2012 |
Exhibit 99.6 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of August 14, 2012 between Physicians Formula Superior Holdings, LLC, a Delaware limited liability company (“Parent”), and Physicians Formula Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on the one hand, and the undersigned stockholder (“Stockholder |
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| August 15, 2012 |
Exhibit 99.1 Investor, Customer and Employee Q&A Dated August 15, 2012 General Matters Q: What did the company announce? A: We announced that we entered into a merger agreement with an affiliate of Swander Pace Capital, a private investment fund. Under the terms of the merger agreement, we agreed to be acquired by Swander Pace for $4.25 per share in cash, or a total of approximately $65 million. W |
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| August 15, 2012 |
Exhibit 99.2 The following is an email to employees of Physicians Formula Holdings, Inc. distributed on August 15, 2012: Dear Physicians Formula Employees, I am pleased to share with you that today, the Company announced that it has entered into a definitive merger agreement to be acquired for $4.25 per share by affiliates of private equity firm Swander Pace Capital (“Swander Pace”). Agreement on |
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| August 15, 2012 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among PHYSICIANS FORMULA HOLDINGS, INC., PHYSICIANS FORMULA SUPERIOR HOLDINGS, LLC, and PHYSICIANS FORMULA MERGER SUB, INC. Dated as of August 14, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Interpretation and Rules of Construction. 8 ARTICLE II THE MERGER Section 2.01 Merger 9 Section 2.02 Tax Characterization |
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| August 15, 2012 |
Exhibit 99.5 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of August 14, 2012 between Physicians Formula Superior Holdings, LLC, a Delaware limited liability company (“Parent”), and Physicians Formula Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on the one hand, and the undersigned stockholder (“Stockholder |
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| August 15, 2012 |
Exhibit 99.3 Physicians Formula Holdings, Inc. to Be Acquired by Swander Pace Capital for $4.25 Per Share AZUSA, Calif. and San Francisco, Calif., August 15, 2012 (GLOBE NEWSWIRE) - Physicians Formula Holdings, Inc. (Nasdaq:FACE) (“Physicians Formula” or the “Company”) and Swander Pace Capital (“Swander Pace”) announced today they have entered into a definitive merger agreement under which affilia |
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| August 15, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2012 PHYSICIANS FORMULA HOLDINGS, INC. |
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| August 15, 2012 |
Exhibit 99.4 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of August , 2012 between Physicians Formula Superior Holdings, LLC, a Delaware limited liability company (“Parent”), and Physicians Formula Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on the one hand, and the undersigned stockholder (“Stockholder”) |
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| August 14, 2012 |
Exhibit 99.1 Physicians Formula Holdings, Inc. Announces Second Quarter 2012 Results Second Quarter 2012 Net Sales Up 25.2% Versus Prior Year Earnings per Share of $0.13, Up From a Loss of $(0.02) per Share in the Same Period Last Year Raises Full-Year Outlook for Revenue and EPS AZUSA, CA (August 14, 2012) - Physicians Formula Holdings, Inc. (NASDAQ: FACE) (“Physicians Formula” or the “Company”) |
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| August 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2012 PHYSICIANS FORMULA HOLDINGS, INC. |
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| August 14, 2012 |
Quarterly Report - FORM 10-Q JUNE 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| May 4, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| May 4, 2012 |
FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT Exhibit 10.2 FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (the “Amendment”), dated as of April 30, 2012, is entered into by and among PHYSICIANS FORMULA, INC., a New York corporation (“Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division. RECITALS A. Compa |
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| May 4, 2012 |
PHYSICIANS FORMULA, INC. AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.1 PHYSICIANS FORMULA, INC. AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amendment to Second Amended and Restated Employment Agreement (the “Amendment”) is made as of May 2, 2012, by and between Physicians Formula, Inc., a New York corporation (the “Company”), and Ingrid Jackel (“Executive”). WHEREAS, the Company and Executive are party to that certain Second Amende |
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| May 3, 2012 |
Exhibit 99.1 Physicians Formula Holdings, Inc. Announces Results For First Quarter 2012 First Quarter Net Sales Growth of 24.0% Versus Same Period Last Year Diluted Earnings Per Common Share of $0.16, up from $0.03 in the Same Period Last Year Raises Full-Year Outlook for Revenue and EPS AZUSA, CA (May 3, 2012) - Physicians Formula Holdings, Inc. (NASDAQ: FACE) (“Physicians Formula” or the “Compan |
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| May 3, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2012 PHYSICIANS FORMULA HOLDINGS, INC. |
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| April 25, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33142 Phy |
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| March 28, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2012 PHYSICIANS FORMULA HOLDINGS, INC. |
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| March 28, 2012 |
[Physicians Formula, Inc. Letterhead] Exhibit 99.1 [Physicians Formula, Inc. Letterhead] March , 2012 [name] [address] Dear [name]: Physicians Formula, Inc. (the “Company”) has decided to award you with the opportunity to receive a retention bonus (the “Retention Bonus”) which will be payable to you subject to the terms of this letter. If a Change in Control (defined below) occurs, you will be entitled to receive a Retention Bonus in |
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| March 7, 2012 |
Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF PHYSICIANS FORMULA HOLDINGS, INC. A Delaware corporation (Adopted as of December 14, 2011) ARTICLE I OFFICES Section 1.Registered Office. The registered office of Physicians Formula Holdings, Inc. (the “Corporation”) in the State of Delaware shall be located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of |
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| March 7, 2012 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PHYSICIANS FORMULA HOLDINGS, INC. A Delaware Corporation Physicians Formula Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Physicians Formula Holdings, Inc. 2. The Corporation's original Certificate |
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| March 7, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33142 Physicians Formula Hold |
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| March 6, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2012 PHYSICIANS FORMULA HOLDINGS, INC. |
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| March 6, 2012 |
Exhibit 99.1 Physicians Formula Holdings, Inc. Announces Results For Fourth Quarter and Full Year 2011 Achieves Fourth Quarter Net Sales Growth of 12.7% Versus the Same Period Last Year and Above Expected Bottom Line Performance With Loss Per Common Share of $(0.06), or $(0.01) When Adjusting For the Net Costs Associated With the Refinancing Delivers Full Year Net Sales Growth of 3.1% Versus a Yea |
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| February 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PHYSICIANS FORMULA HOLDINGS (Name of Issuer) Common Stock (Title of Class of Securities) 719427106 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 14, 2012 |
FACE / Physicians Formula Holdings, Inc. / DIKER MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) Physicians Formula Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 719427106 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| February 9, 2012 |
FACE / Physicians Formula Holdings, Inc. / VANGUARD GROUP INC Passive Investment physiciansformulaholdingsin1.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:1 )* Name of issuer: Physicians Formula Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 719427106 Date of Event Which Requires Filing of this Statement: December 31, 2011 Ch |
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| February 8, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2012 PHYSICIANS FORMULA HOLDINGS, INC. |
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| December 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2011 PHYSICIANS FORMULA HOLDINGS, INC. |
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| December 15, 2011 |
Physicians Formula Holdings, Inc. Announces Departure of Chief Financial Officer Exhibit 99.1 Physicians Formula Holdings, Inc. Announces Departure of Chief Financial Officer AZUSA, Calif., December 14, 2011 - Physicians Formula Holdings, Inc. (NASDAQ: FACE) (“Physicians Formula” or the “Company”) today announced that Jeff Berry has resigned his position as Chief Financial Officer to pursue other professional interests, effective January 13, 2012. The Company will immediately |
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| December 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2011 PHYSICIANS FORMULA HOLDINGS, INC. |
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| December 15, 2011 |
December 14, 2011 POWER OF ATTORNEY December 14, 2011 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Ingrid Jackel and Leslie Keegan, signing singly, the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Physicians Formula Holdings, Inc. |
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| November 4, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| November 4, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) D |
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| November 3, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2011 PHYSICIANS FORMULA HOLDINGS, INC. |
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| November 3, 2011 |
Exhibit 99.1 Physicians Formula Holdings, Inc. Announces Third Quarter 2011 Results Third Quarter 2011 Net Sales Were Up 10.7% Versus the Same Period Last Year Earnings per Share of $(0.04) Consistent with Management Expectations Company's Point-of-Sale Results Significantly Outpaced the Masstige Category During the Last 12 Weeks AZUSA, CA (November 3, 2011) - Physicians Formula Holdings, Inc. (NA |
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| October 6, 2011 |
THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT Exhibit 10.1 THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT This THIRD Amendment TO CREDIT AND SECURITY Agreement (the ?Amendment?), dated as of September 30, 2011, is entered into by and among PHYSICIANS FORMULA, INC., a New York corporation (?Company?), and WELLS FARGO BANK, NATIONAL ASSOCIATION (?Wells Fargo?), acting through its Wells Fargo Business Credit operating division. RECITALS A. Com |
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| October 6, 2011 |
Exhibit 99.1 Physicians Formula Holdings, Inc. Announces Commitment to Refinance Subordinated Debt Company Intends to Refinance $9.0 Million of Subordinated Debt and Refinancing Fees With A New $4.0 Million Term Loan and $5.0 Million from the Existing Line of Credit, Both From Wells Fargo Business Credit At Current Market Rates, Interest Expense Is Estimated to Be Reduced by $1.5 Million For The F |
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| October 6, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2011 PHYSICIANS FORMULA HOLDINGS, INC. |
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| August 22, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2011 PHYSICIANS FORMULA HOLDINGS, INC. |
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| August 22, 2011 |
[LETTERHEAD OF DELOITTE & TOUCHE LLP] Exhibit 16.1 [LETTERHEAD OF DELOITTE & TOUCHE LLP] August 22, 2011 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Physicians Formula Holdings, Inc.’s Form 8-K dated August 16, 2011, and have the following comments: 1. We agree with the statements made in the first sentence of paragraph one and paragraphs two, three, an |
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| August 10, 2011 |
As filed with the Securities and Exchange Commission on August 10, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| August 4, 2011 |
Exhibit 99.1 Physicians Formula Holdings, Inc. Announces Second Quarter 2011 Results Second Quarter 2011 Net Sales Were Up 0.5% Versus the Year Ago Period, Including a High Single Digit Increase in Gross Sales Generates Loss per Common Share of $(0.02) and Adjusted EBITDA of $1.4 Million in the Second Quarter of 2011, Slightly Ahead of Management Expectations Company Ships New Skin Care Line Start |
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| August 4, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2011 PHYSICIANS FORMULA HOLDINGS, INC. |
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| July 21, 2011 |
July 20, 2011 POWER OF ATTORNEY July 20, 2011 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Ingrid Jackel and Leslie Keegan, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Physicians Formula Holdings, Inc. |
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| July 21, 2011 |
July 20, 2011 POWER OF ATTORNEY July 20, 2011 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Jeff Berry and Leslie Keegan, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Physicians Formula Holdings, Inc. |
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| July 21, 2011 |
July 20, 2011 POWER OF ATTORNEY July 20, 2011 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Jeff Berry and Leslie Keegan, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Physicians Formula Holdings, Inc. |
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| July 8, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2011 PHYSICIANS FORMULA HOLDINGS, INC. |
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| July 6, 2011 |
July 5, 2011 POWER OF ATTORNEY July 5, 2011 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Ingrid Jackel, Jeff Berry, Leslie Keegan, Solomon Hunter and Robert A. |
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| June 17, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2011 PHYSICIANS FORMULA HOLDINGS, INC. |
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| June 8, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2011 PHYSICIANS FORMULA HOLDINGS, INC. |
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| May 27, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2011 PHYSICIANS FORMULA HOLDINGS, INC. |
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| May 6, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| May 5, 2011 |
Exhibit 99.1 Physicians Formula Holdings, Inc. Announces Results For First Quarter 2011 Delivers First Quarter Earnings of $0.03 per Diluted Common Share and Adjusted EBITDA of $3.1 Million, Ahead of Expectations First Quarter 2011 Net Sales Declined 8.0% versus First Quarter 2010 to $21.1 Million, Which Includes a Mid-Single Digit Increase in Gross Sales More Than Entirely Offset by Increases in |
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| May 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2011 PHYSICIANS FORMULA HOLDINGS, INC. |
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| April 29, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A (Amendment No. |
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| March 11, 2011 |
Exhibit 10.56 Wells Fargo Bank, National Association 245 S. Los Robles Ave.; 7th Floor Pasadena, CA 91101 MAC E2006-070 (626) 685-4454 December 21, 2010 Physicians Formula, Inc. 1055 West 8th Street Azusa, California 91702 Attn: Jeff Berry Re: Credit Facility Provided by Wells Fargo Bank, National Association, acting through its Wells Fargo BUsiness Credit operating division Ladies and Gentlemen: |
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| March 11, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . |
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| March 10, 2011 |
Exhibit 99.1 Physicians Formula Holdings, Inc. Announces Results For Fourth Quarter and Full Year 2010 Announces Full Year 2010 Net Sales Grew 0.9% versus 2009 to $78.5 Million, or 5.5% Growth When Adjusting 2009 for Sales to the Customer That Discontinued the Company?s Products Last Year Delivers Full Year 2010 Earnings of $0.04 per Diluted Common Share and Adjusted EBITDA of $11.2 Million AZUSA, |
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| March 10, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2011 PHYSICIANS FORMULA HOLDINGS, INC. |
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| March 3, 2011 |
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT Exhibit 10.1 SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (the ?Amendment?), dated as of February 28, 2011, is entered into by and among PHYSICIANS FORMULA, INC., a New York corporation (?Company?), and WELLS FARGO BANK, NATIONAL ASSOCIATION (?Wells Fargo?), acting through its Wells Fargo Business Credit operating division. RECITALS A. Co |
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| March 3, 2011 |
FOURTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT Exhibit 10.2 FOURTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT dated as of February 28, 2011 (the “Amendment”) amends the Senior Subordinated Note Purchase and Security Agreement dated as of November 6, 2009 (as amended, the “Original Agreement”), by and among Mill Road Capital, L.P., a Del |
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| March 3, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2011 PHYSICIANS FORMULA HOLDINGS, INC. |
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| February 14, 2011 |
Easy Online EDGARization And Filing by Corporate-Insiders.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5) Physicians Formula Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 719427106 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) |
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| February 11, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PHYSICIANS FORMULA HOLDINGS (Name of Issuer) Common Stock (Title of Class of Securities) 719427106 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 10, 2011 |
physiciansformulaholdings.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: PHYSICIANS FORMULA HOLDINGS INC Title of Class of Securities: COMMON STOCK CUSIP Number: 719427106 Date of Event Which Requires Filing of this Statement: December 31, 2010 Check |
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| December 30, 2010 |
As filed with the Securities and Exchange Commission on December 30, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 27, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2010 PHYSICIANS FORMULA HOLDINGS, INC. |
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| December 22, 2010 |
EXHIBIT 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including a |
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| December 22, 2010 |
Schedule 13G Amendment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 16, 2010 |
JOINT FILER INFORMATION Other Reporting Person(s) EXHIBIT 99.1 JOINT FILER INFORMATION Other Reporting Person(s) 1. BECKER DRAPKIN PARTNERS (QP), L.P. Item Information Name: BECKER DRAPKIN PARTNERS (QP), L.P. Address: 300 Crescent Court, Suite 1111, Dallas, Texas 75201 Designated Filer: Becker Drapkin Management, L.P. Date of Event Requiring Statement (Month/Day/Year): December 14, 2010 Issuer Name and Ticker or Trading Symbol: Physicians Formula |
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| December 16, 2010 |
EXHIBIT 99.2 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restate |
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| December 2, 2010 |
EXHIBIT 99.2 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restate |
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| December 2, 2010 |
JOINT FILER INFORMATION Other Reporting Person(s) EXHIBIT 99.1 JOINT FILER INFORMATION Other Reporting Person(s) 1. BECKER DRAPKIN PARTNERS (QP), L.P. Item Information Name: BECKER DRAPKIN PARTNERS (QP), L.P. Address: 300 Crescent Court, Suite 1111, Dallas, Texas 75201 Designated Filer: Becker Drapkin Management, L.P. Date of Event Requiring Statement (Month/Day/Year): November 30, 2010 Issuer Name and Ticker or Trading Symbol: Physicians Formula |
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| November 10, 2010 |
EXHIBIT 24.1 POWER OF ATTORNEY Know by all these presents, that each of the undersigned do hereby constitute and appoint Ashley Sekimoto, signing singly, as each of the undersigned’s true and lawful attorney-in-fact to: (1) prepare, execute for and on behalf of each of the undersigned, in each of the undersigned’s name, place and stead in any and all capacities related to securities held by each o |
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| November 10, 2010 |
JOINT FILER INFORMATION Other Reporting Person(s) EXHIBIT 99.1 JOINT FILER INFORMATION Other Reporting Person(s) 1. BECKER DRAPKIN PARTNERS (QP), L.P. Item Information Name: BECKER DRAPKIN PARTNERS (QP), L.P. Address: 300 Crescent Court, Suite 1111, Dallas, Texas 75201 Designated Filer: Becker Drapkin Management, L.P. Date of Event Requiring November 8, 2010 Statement (Month/Day/Year): Issuer Name and Ticker or Physicians Formula Holdings, Inc. [ |
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| November 10, 2010 |
EXHIBIT 99.2 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restate |
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| November 5, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| November 4, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2010 PHYSICIANS FORMULA HOLDINGS, INC. |
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| November 4, 2010 |
Physicians Formula Holdings, Inc. Announces Results For Third Quarter and First Nine Months of 2010 Exhibit 99.1 Physicians Formula Holdings, Inc. Announces Results For Third Quarter and First Nine Months of 2010 Achieves Year-Over-Year Growth in Net Sales by Delivering $14.3 Million for the Quarter and $58.1 Million for the First Nine Months of 2010 Delivers Earnings of $(0.03) per Common Share for the Third Quarter and $0.10 per Diluted Common Share for the First Nine Months of 2010 Versus $(0 |
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| August 20, 2010 |
JOINT FILER INFORMATION Other Reporting Person(s) EXHIBIT 99.1 JOINT FILER INFORMATION Other Reporting Person(s) 1. BECKER DRAPKIN PARTNERS (QP), L.P. Item Information Name: BECKER DRAPKIN PARTNERS (QP), L.P. Address: 300 Crescent Court, Suite 1111, Dallas, Texas 75201 Designated Filer: Becker Drapkin Management, L.P. Date of Event Requiring Statement (Month/Day/Year): August 18, 2010 Issuer Name and Ticker or Trading Symbol: Physicians Formula H |
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| August 6, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| August 5, 2010 |
JOINT FILER INFORMATION Other Reporting Person(s) EXHIBIT 99.1 JOINT FILER INFORMATION Other Reporting Person(s) 1. SRB GREENWAY OPPORTUNITY FUND (QP), L.P. Item Information Name: SRB GREENWAY OPPORTUNITY FUND (QP), L.P. Address: 300 Crescent Court, Suite 1111, Dallas, Texas 75201 Designated Filer: SRB Management, L.P. Date of Event Requiring August 3, 2010 Statement (Month/Day/Year): Issuer Name and Ticker or Trading Symbol: Physicians Formula H |
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| August 5, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2010 PHYSICIANS FORMULA HOLDINGS, INC. |
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| August 5, 2010 |
Exhibit 99.1 Physicians Formula Holdings, Inc. Announces Second Quarter 2010 Results Achieves Net Sales of $20.8 Million for the Quarter and $43.7 Million for the First Half of 2010 Delivers Earnings of $0.09 per Diluted Common Share for the Second Quarter Versus $0.04 in the Prior Year and $0.13 for the First Half of 2010 Versus $(0.08) in the Prior Year Generates Net Cash from Operating Activiti |
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| July 6, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2010 PHYSICIANS FORMULA HOLDINGS, INC. |
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| July 6, 2010 |
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (the “Amendment”), dated as of June 29, 2010, is entered into by and among PHYSICIANS FORMULA, INC., a New York corporation (“Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division. RECITALS A. Company |
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| July 6, 2010 |
[Signatures on following pages] Exhibit 10.2 ACKNOWLEDGEMENT THIS ACKNOWLEDGEMENT (this ?Acknowledgment?) is made as of this 29th day of June, 2010, by MILL ROAD CAPITAL, L.P., a Delaware limited partnership (?Mill Road?), and PHYSICIANS FORMULA, INC., a New York corporation, (?Company?) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (?Wells Fargo?), with reference to the following: A. Wells Fargo and Company entered into th |
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| July 6, 2010 |
Exhibit 99.1 Physicians Formula Holdings, Inc. Announces Amendment to Senior Credit Facility with Wells Fargo Business Credit Company Reiterates Its Previously Announced 2010 Full-Year Outlook AZUSA, CA (June 30, 2010) ? Physicians Formula Holdings, Inc. (NASDAQ: FACE) (?Physicians Formula? or the ?Company?) today announced that effective June 29, 2010, the Company amended certain terms of its sen |
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| June 30, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2010 PHYSICIANS FORMULA HOLDINGS, INC. |
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| June 8, 2010 |
THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT Exhibit 10.1 THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT dated as of June 3, 2010 (the “Amendment”) amends the Senior Subordinated Note Purchase and Security Agreement dated as of November 6, 2009 (as the same may be amended from time to time, the “Original Agreement”), by and among Mil |
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| June 8, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2010 PHYSICIANS FORMULA HOLDINGS, INC. |
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| May 28, 2010 |
As filed with the Securities and Exchange Commission on May 28, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 7, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| May 6, 2010 |
Exhibit 99.1 Physicians Formula Holdings, Inc. Announces First Quarter 2010 Results Delivers $23.0 Million of Net Sales for the Quarter, 13.9% Higher Than Prior Year Provides Net Cash from Operating Activities of $2.8 Million in the Quarter Versus a ($0.5) Million Use in the First Quarter of 2009, and Adjusted EBITDA of $3.2 Million Versus ($0.6) Million in the Prior Year Period. Achieves $0.04 of |
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| May 6, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2010 PHYSICIANS FORMULA HOLDINGS, INC. |
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| May 3, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2010 PHYSICIANS FORMULA HOLDINGS, INC. |
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| May 3, 2010 |
Form of Non-qualified Stock Option Agreement Exhibit 19 NON-QUALIFIED STOCK OPTION AWARD AGREEMENT April 29, 2010 Tom Lynch c/o Mill Road Capital 382 Greenwich Avenue Suite One Greenwich, CT 06830 Re: Grant of Non-Qualified Stock Option Dear Tom: Physicians Formula Holdings, Inc. |
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| May 3, 2010 |
SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT Exhibit 10.1 SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT dated as of April 30, 2010 (the ?Amendment?) amends the Senior Subordinated Note Purchase and Security Agreement dated as of November 6, 2009 (the ?Original Agreement?), by and among Mill Road Capital, L.P., a Delaware limited p |
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| May 3, 2010 |
Schedule 13D Amendment No. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Physicians Formula Holdings, Inc. (Name of issuer) Common Stock, par value $0.01 per share (Title of class of securities) 719427106 (CUSIP number) Mill Road Capital, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One G |
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| May 3, 2010 |
Exhibit 99.2 Physicians Formula Holdings, Inc. Announces Stockholders Approve New Subordinated Debt Terms with Mill Road Capital New Terms Will Save the Company $0.4 Million in Before-Tax Interest Expense Per Year and Extend the Term of the Subordinated Loan from Three and One-Half to Five Years AZUSA, CA (April 30, 2010) ? Physicians Formula Holdings, Inc. (NASDAQ: FACE) (?Physicians Formula? or |
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| May 3, 2010 |
Physicians Formula Appoints Thomas Lynch to the Company's Board of Directors Exhibit 99.1 Physicians Formula Appoints Thomas Lynch to the Company's Board of Directors AZUSA, Calif., April 29, 2010 - Physicians Formula Holdings, Inc. (NASDAQ: FACE) ("Physicians Formula" or the "Company") today announced that its Board of Directors, acting on the recommendation of its Nominating and Corporate Governance Committee, elected Thomas Lynch to join the Company's Board of Directors |
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| May 3, 2010 |
PHYSICIANS FORMULA HOLDINGS, INC. Common Stock Purchase Warrant April 30, 2010 Exhibit 17 Execution Version NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM. |
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| May 3, 2010 |
PHYSICIANS FORMULA HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT Exhibit 18 Execution Version PHYSICIANS FORMULA HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the ?Agreement?) is made and entered into as of this 30th day of April, 2010 by and among (i) PHYSICIANS FORMULA HOLDINGS, INC., a Delaware corporation (the ?Company?), (ii) MILL ROAD CAPITAL, L.P., a Delaware limited partnership (?MRC?), and (iii) each person or entity |
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| May 3, 2010 |
PHYSICIANS FORMULA HOLDINGS, INC. Common Stock Purchase Warrant April 30, 2010 Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDE |
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| May 3, 2010 |
SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT Second Amendment to Senior Subordinated Note Purchase Exhibit 15 Execution Version SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT dated as of April 30, 2010 (the “Amendment”) amends the Senior Subordinated Note Purchase and Security Agreement dated as of November 6, 2009 (the “Original Agreement”), by and among Mill Road Capital, L. |
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| May 3, 2010 |
PHYSICIANS FORMULA, INC. AMENDED AND RESTATED SENIOR SUBORDINATED NOTE $8,000,000.00 April 30, 2010 Amended and Restated Senior Subordinated Note Exhibit 16 Execution Version THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN INTERCREDITOR AGREEMENT (THE “INTERCREDITOR AGREEMENT”) DATED AS OF NOVEMBER 6, 2009 BY AND AMONG WELLS FARGO BANK, NATIONAL ASSOCIATION ACTING THROUGH ITS WELLS FARGO BUSINESS CREDIT OPERATING DIVISION, MILL ROAD CAPITAL, L. |
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| April 21, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| March 26, 2010 |
DEFINITIVE PROXY STATEMENT Table of Contents SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 15, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . |
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| March 15, 2010 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Physicians Formula Holdings, Inc. |
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| March 15, 2010 |
Exhibit 2 Power of Attorney January 26, 2010 Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 This letter confirms that Richard J. |
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| March 15, 2010 |
Exhibit 24.2 Power of Attorney January 26, 2010 Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 This letter confirms that Richard J. Birns is authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Forms 3, 4 and 5, on my behalf and on behalf of each entity for which I may sign such filings. This authoriza |
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| March 15, 2010 |
Exhibit 99.1 Signature Pages SRB MANAGEMENT, L.P. By: BC Advisors, LLC, its general partner Date: 3/15/2010 By: /s/ Richard J. Birns Name: Richard J. Birns Title: Attorney-in-Fact SRB GREENWAY OPPORTUNITY FUND, (QP), L.P. By: SRB Management, L.P., its general partner By: BC Advisors, LLC, its general partner Date: 3/15/2010 By: /s/ Richard J. Birns Name: Richard J. Birns Title: Attorney-in-Fact SR |
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| March 15, 2010 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response 10. |
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| March 15, 2010 |
Exhibit 24.1 Power of Attorney January 26, 2010 Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 This letter confirms that Richard J. Birns is authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Forms 3, 4 and 5, on my behalf and on behalf of each entity for which I may sign such filings. This authoriza |
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| March 15, 2010 |
PHYSICIANS FORMULA HOLDINGS, INC. DIRECTOR INDEMNIFICATION AGREEMENT Exhibit 10.21 PHYSICIANS FORMULA HOLDINGS, INC. DIRECTOR INDEMNIFICATION AGREEMENT THIS AGREEMENT (this "Agreement") is made as of April 24, 2009, by and between Physicians Formula Holdings, Inc., a Delaware corporation (the "Company", which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and Padraic Spence (the "Indemnit |
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| March 15, 2010 |
Exhibit 3 Power of Attorney January 26, 2010 Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 This letter confirms that Richard J. |
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| March 11, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2010 PHYSICIANS FORMULA HOLDINGS, INC. |
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| March 11, 2010 |
Exhibit 99.1 Physicians Formula Holdings, Inc. Announces Fourth Quarter and Full Year 2009 Results Achieves Midpoint of Company?s EPS Guidance Range by Reporting an $(0.18) Loss in Earnings Per Share in the Fourth Quarter and $(0.29) for Full Year 2009, Both Including an $(0.18) Per Share Charge for SKU Rationalization Generates Net Cash from Operating Activities of $9.4 Million, Facilitating a $3 |
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| February 26, 2010 |
February 26, 2010 Via EDGAR Submission and Overnight Delivery United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 23, 2010 |
PHYSICIANS FORMULA, INC. EMPLOYMENT AGREEMENT Exhibit 10.1 PHYSICIANS FORMULA, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of February 19, 2010, (the "Effective Date") by and between Physicians Formula, Inc., a New York corporation (the "Company") and Jeff M. Berry ("Executive"). NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and |
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| February 23, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2010 PHYSICIANS FORMULA HOLDINGS, INC. |
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| February 23, 2010 |
PHYSICIANS FORMULA, INC. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.1 PHYSICIANS FORMULA, INC. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made as of February 19, 2010, by and between Physicians Formula, Inc., a New York corporation (the "Company") and Ingrid Jackel ("Executive"). WHEREAS, the Company and Executive are party to that certain employment agreement, dated May 6, 200 |
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| February 23, 2010 |
Physicians Formula Holdings, Inc. Announces Appointment of Jeff Berry as Chief Financial Officer Exhibit 99.1 Physicians Formula Holdings, Inc. Announces Appointment of Jeff Berry as Chief Financial Officer AZUSA, CA (February 22, 2009) – Physicians Formula Holdings, Inc. (NASDAQ: FACE) (“Physicians Formula” or the “Company”) today announced the appointment of Jeff Berry as the Company’s Chief Financial Officer. Mr. Berry has served as the Company’s Interim Chief Financial Officer since May 2 |
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| February 23, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2010 PHYSICIANS FORMULA HOLDINGS, INC. |
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| February 23, 2010 |
PHYSICIANS FORMULA, INC. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.2 PHYSICIANS FORMULA, INC. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made as of February 19, 2010, by and between Physicians Formula, Inc., a New York corporation (the "Company") and Jeff Rogers ("Executive"). WHEREAS, the Company and Executive are party to that certain employment agreement, dated May 6, 2008 |
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| February 16, 2010 |
Easy Online EDGARization And Filing by Corporate-Insiders.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) Physicians Formula Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 719427106 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) |
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| February 16, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) PHYSICIANS FORMULA HOLDINGS, INC. (Name of Issuer) Common Stock, (Title of Class of Securities) 719427106 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 12, 2010 |
Preliminary Proxy Statement Table of Contents SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 10, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL FILING (Amendment No. ?1?) Physicians Formula Holdings (NAME OF ISSUER) Common Stock (TITLE CLASS OF SECURITIES) 719427106 (CUSIP NUMBER) 12/31/09 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHI |
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| February 10, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Physicians Formula Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 719427106 (CUSIP Number) Mill Road Capital, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich, CT 06830 203-987-35 |
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| February 5, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 4, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2010 PHYSICIANS FORMULA HOLDINGS, INC. |
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| February 4, 2010 |
Exhibit 10.1 FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT Physicians Formula, Inc. 1055 West 8th Street Azusa, CA 91702 Dated as of February 3, 2010 Mill Road Capital, L.P., as the Purchaser, a Holder and the Holder Representative, Two Sound View Drive Greenwich, CT 06830 Ladies and Gentlemen: Physicians Formula, Inc., a New York corporation (the “Borrower”), Physici |
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| January 22, 2010 |
January 22, 2010 Via EDGAR Submission and Overnight Delivery United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 10, 2009 |
Confirming Statement of Justin C. Jacobs dated November 10, 2009 CUSIP No. 719427106 Page 1 of 1 Page Exhibit 9 CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated Thomas E. Lynch, Charles M. B. Goldman and Scott P. Scharfman, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendmen |
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| November 10, 2009 |
Joint Filing Agreement CUSIP No. 719427106 Page 1 of 1 Page Exhibit 5 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of November 10, 2009, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the unde |
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| November 10, 2009 |
Confirming Statement of Scott P. Scharfman dated November 10, 2009 CUSIP No. 719427106 Page 1 of 1 Page Exhibit 8 CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendmen |
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| November 10, 2009 |
Confirming Statement of Thomas E. Lynch dated November 10, 2009 CUSIP No. 719427106 Page 1 of 1 Page Exhibit 6 CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated Charles M. B. Goldman, Scott P. Scharfman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendmen |
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| November 10, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Physicians Formula Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 719427106 (CUSIP Number) Mill Road Capital, L.P. Attn: Thomas E. Lynch Two Sound View Drive Suite 300 Greenwich, CT 06830 203-987-35 |
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| November 10, 2009 |
Confirming Statement of Charles M. B. Goldman dated November 10, 2009 CUSIP No. 719427106 Page 1 of 1 Page Exhibit 7 CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated Thomas E. Lynch, Scott P. Scharfman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendmen |
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| November 9, 2009 |
Exhibit 10.15 SECURITY AGREEMENT THIS SECURITY AGREEMENT (“Agreement”), dated as of November 6, 2009, is made by and between PHYSICIANS FORMULA HOLDINGS, INC., a Delaware corporation (the “Debtor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”). Pursuant to a Credit and Security Agreement as of even date herewith (as the same may be amended, supplemented or restated from time to time, |
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| November 9, 2009 |
Exhibit 10.12 CONTINUING GUARANTY TO: WELLS FARGO BANK, NATIONAL ASSOCIATION on this 6th day of November, 2009. 1. GUARANTY; DEFINITIONS. In consideration of any credit or other financial accommodation heretofore, now or hereafter extended or made to PHYSICIANS FORMULA, INC., a New York corporation (the “Company”) by WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”) pursuant to that certain C |
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| November 9, 2009 |
Exhibit 10.14 CONTINUING GUARANTY TO: WELLS FARGO BANK, NATIONAL ASSOCIATION on this 6th day of November, 2009. 1. GUARANTY; DEFINITIONS. In consideration of any credit or other financial accommodation heretofore, now or hereafter extended or made to PHYSICIANS FORMULA, INC., a New York corporation (the “Company”) by WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”) pursuant to that certain C |
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| November 9, 2009 |
Exhibit 10.19 Execution Version SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT AMONG PHYSICIANS FORMULA, INC., as the Borrower, THE GUARANTORS PARTY HERETO AND MILL ROAD CAPITAL, L.P., as the Purchaser, a Holder and the Holder Representative Dated as of November 6, 2009 SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT Physicians Formula, Inc. 1055 West 8th Street Azusa, CA 91702 |
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| November 9, 2009 |
PHYSICIANS FORMULA, INC. SENIOR SUBORDINATED NOTE Exhibit 10.20 Execution Version THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN INTERCREDITOR AGREEMENT (THE ?INTERCREDITOR AGREEMENT?) DATED AS OF NOVEMBER 6, 2009 BY AND AMONG WELLS FARGO BANK, NATIONAL ASSOCIATION ACTING THROUGH ITS WELLS FARGO BUSINESS CREDIT OPERATING DIVISION, MILL ROAD CAPITAL, L.P. AN |
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| November 9, 2009 |
Exhibit 10.16 SECURITY AGREEMENT THIS SECURITY AGREEMENT (“Agreement”), dated as of November 6, 2009, is made by and between PHYSICIANS FORMULA COSMETICS, INC., a Delaware corporation (the “Debtor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”). Pursuant to a Credit and Security Agreement as of even date herewith (as the same may be amended, supplemented or restated from time to time |
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| November 9, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| November 9, 2009 |
Exhibit 10.18 GENERAL SECURITY AGREEMENT THIS AGREEMENT is dated with effect as of this 6th day of November, 2009 by PHYSICIANS FORMULA, INC., a New York corporation, (the “Borrower”) to and in favour of WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit operating division (the “Lender”). RECITALS: A. The Borrower is or is about to become indebted to the Lender |
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| November 9, 2009 |
Exhibit 10.21 Execution Version THE RIGHTS OF THE BENEFICIARY OF THIS INSTRUMENT ARE SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN INTERCREDITOR AGREEMENT (THE”INTERCREDITOR AGREEMENT”) DATED AS OF NOVEMBER 6, 2009 BY AND AMONG WELLS FARGO BANK, NATIONAL ASSOCIATION ACTING THROUGH ITS WELLS FARGO BUSINESS CREDIT OPERATING DIVISION, MILL ROAD CAPITAL, L.P. AND PHYSICIANS FO |
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| November 9, 2009 |
Exhibit 10.11 REVOLVING NOTE $25,000,000 November 6, 2009 FOR VALUE RECEIVED, the undersigned, PHYSICIANS FORMULA, INC., a New York corporation (the “Company”), hereby promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), acting through its WELLS FARGO BUSINESS CREDIT operating division, on the Termination Date described in the Credit and Security Agreement dated |
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| November 9, 2009 |
WELLS FARGO BUSINESS CREDIT CREDIT AND SECURITY AGREEMENT EXHIBIT 10.10 WELLS FARGO BUSINESS CREDIT CREDIT AND SECURITY AGREEMENT THIS CREDIT AND SECURITY AGREEMENT (the ?Agreement?) is dated November 6, 2009 and is entered into between Physicians Formula, Inc., a New York corporation (?Company?), and Wells Fargo Bank, National Association (as more fully defined in Exhibit A, ?Wells Fargo?), acting through its Wells Fargo Business Credit operating divisi |
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| November 9, 2009 |
Exhibit 10.22 INTERCREDITOR AGREEMENT dated as of November 6, 2009 among WELLS FARGO BANK, NATIONAL ASSOCIATION acting through its WELLS FARGO BUSINESS CREDIT operating division, MILL ROAD CAPITAL, L.P., and PHYSICIANS FORMULA, INC. INTERCREDITOR AGREEMENT (this “Agreement”) dated as of November 6, 2009, is made and entered into among WELLS FARGO BANK, NATIONAL ASSOCIATION acting through its WELLS |
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| November 9, 2009 |
Exhibit 10.17 SECURITY AGREEMENT THIS SECURITY AGREEMENT (“Agreement”), dated as of November 6, 2009, is made by and between PHYSICIANS FORMULA DRTV, LLC, a Delaware limited liability company (the “Debtor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”). Pursuant to a Credit and Security Agreement as of even date herewith (as the same may be amended, supplemented or restated from time |
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| November 9, 2009 |
Exhibit 10.13 CONTINUING GUARANTY TO: WELLS FARGO BANK, NATIONAL ASSOCIATION on this 6th day of November, 2009. 1. GUARANTY; DEFINITIONS. In consideration of any credit or other financial accommodation heretofore, now or hereafter extended or made to PHYSICIANS FORMULA, INC., a New York corporation (the “Company”) by WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”) pursuant to that certain C |
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| November 5, 2009 |
Exhibit 99.1 Physicians Formula Holdings, Inc. Announces Third Quarter 2009 Results Company Reports $(0.02) Loss per Share for Third Quarter 2009 Generates Net Cash from Operating Activities of $2.9 Million in the Third Quarter and $8.7 Million for the First Nine Months of 2009 Company Announces It Has Reached Agreement with Wells Fargo Business Credit, a Division of Wells Fargo Bank N.A., to Prov |
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| November 5, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2009 PHYSICIANS FORMULA HOLDINGS, INC. |
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| October 23, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) PHYSICIANS FORMULA HOLDINGS, INC. (Name of Issuer) Common Stock, (Title of Class of Securities) 719427106 (CUSIP Number) October 19, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| October 20, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2009 PHYSICIANS FORMULA HOLDINGS, INC. |
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| October 20, 2009 |
Physicians Formula Appoints Charles Hinkaty to the Company's Board Exhibit 99.1 Physicians Formula Appoints Charles Hinkaty to the Company's Board AZUSA, Calif., October 20, 2009 - Physicians Formula Holdings, Inc. (NASDAQ: FACE) ("Physicians Formula" or the "Company") today announced that it has appointed Charles Hinkaty to join the Company's Board of Directors effective October 19, 2009. Mr. Hinkaty will be replacing Jeff Berry who resigned as a director on May |
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| October 20, 2009 |
October 19, 2009 POWER OF ATTORNEY Exhibit 24 October 19, 2009 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Ingrid Jackel, Jeff Berry, Leslie Keegan, James S. |
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| September 11, 2009 |
Exhibit 10.8 SUBSIDIARY GUARANTEE This SUBSIDIARY GUARANTEE (?Guarantee?), dated as of September 4, 2009 is made by each entity listed on the signature pages hereof and by each entity which becomes a party hereto by execution of the Joinder referred to in Section 10 (each a ?Guarantor? and collectively, the ?Guarantors?), whose obligations hereunder are joint and several, in favor of MILL ROAD CAP |
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| September 11, 2009 |
TERM LOAN AGREEMENT Dated as of September 4, 2009 PHYSICIANS FORMULA, INC. MILL ROAD CAPITAL, L.P. Exhibit 10.1 TERM LOAN AGREEMENT Dated as of September 4, 2009 between PHYSICIANS FORMULA, INC. and MILL ROAD CAPITAL, L.P. THIS LOAN AGREEMENT, THE OTHER LOAN DOCUMENTS (AS DEFINED BELOW), THE TERM LOAN (AS DEFINED BELOW) AND ALL OTHER OBLIGATIONS (AS DEFINED BELOW), AND THE LIENS CREATED BY THE LOAN DOCUMENTS ARE SUBJECT TO THAT CERTAIN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF EVEN |
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| September 11, 2009 |
[Remainder of page intentionally left blank; signature page to follow.] Exhibit 10.2 MILL ROAD CAPITAL, L.P. TERM NOTE $4,200,000.00 September 4, 2009 For value received, the undersigned (hereinafter, the “Borrower”) hereby promises to pay in lawful money of the United States of America in immediately available funds to the order of Mill Road Capital, L.P., a Delaware limited partnership with a principal place of business at Two Sound View Drive, Greenwich, CT 06830 ( |
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| September 11, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2009 PHYSICIANS FORMULA HOLDINGS, INC. |
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| September 11, 2009 |
Exhibit 10.3 THE RIGHTS OF THE BENEFICIARY OF THIS INSTRUMENT ARE SUBJECT AND SUBORDINATE TO THE LIENS SECURING ALL OBLIGATIONS OF THE GRANTORS TO THE ?AGENT? AND THE ?LENDERS? REFERRED TO IN THAT CERTAIN CREDIT AGREEMENT DATED AS OF NOVEMBER 14, 2006 WITH PHYSICIANS FORMULA, INC., PURSUANT TO THE TERMS OF AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF SEPTEMBER 4, 2009 AMONG UNION BANK, |
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| September 11, 2009 |
INTERCREDITOR AND SUBORDINATION AGREEMENT Exhibit 10.5 INTERCREDITOR AND SUBORDINATION AGREEMENT This INTERCREDITOR AND SUBORDINATION AGREEMENT (“Agreement”), dated as of September 4, 2009, is made by (1) MILL ROAD CAPITAL, L.P., a Delaware limited liability company (the “Subordinated Creditor”), (2) PHYSICIANS FORMULA, INC., a New York corporation (the “Borrower”) and (3) UNION BANK, N.A., as administrative agent (the “Agent”) for the Le |
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| September 11, 2009 |
SIXTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10.6 SIXTH AMENDMENT TO CREDIT AGREEMENT This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 4, 2009, is entered into among (1) PHYSICIANS FORMULA, INC., a New York corporation (the “Borrower”), (2) the several banks and other lenders from time to time parties to this Amendment (the “Lenders”) and (3) UNION BANK, N.A., as administrative agent for the Lenders |
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| September 11, 2009 |
Exhibit 10.7 PLEDGOR GUARANTEE THIS PLEDGOR GUARANTEE (the “Pledgor Guarantee”) is executed as of September 4, 2009 by PHYSICIANS FORMULA HOLDINGS, INC., a Delaware corporation (the “Guarantor”), for the benefit of MILL ROAD CAPITAL, L.P. (the “Lender”). RECITALS A. Concurrently herewith the Lender is entering into that certain Term Loan Agreement dated as of even date herewith (said Agreement, as |
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| September 11, 2009 |
Exhibit 10.4 THE RIGHTS OF THE BENEFICIARY OF THIS INSTRUMENT ARE SUBJECT AND SUBORDINATE TO THE LIENS SECURING ALL OBLIGATIONS OF THE PLEDGOR TO THE “AGENT” AND THE “LENDERS” REFERRED TO IN THAT CERTAIN CREDIT AGREEMENT DATED AS OF NOVEMBER 14, 2006 WITH PHYSICIANS FORMULA, INC., PURSUANT TO THE TERMS OF AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF SEPTEMBER 4, 2009 AMONG UNION BANK, |
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| August 7, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| August 6, 2009 |
Exhibit 99.1 Physicians Formula Holdings, Inc. Announces Second Quarter 2009 Results Achieves Net Sales of $21.1 Million and Earnings of $0.04 per Diluted Common Share for the Second Quarter of 2009. Generates Net Cash from Operating Activities of $5.8 Million for the First Six Months of 2009. AZUSA, CA (August 6, 2009) – Physicians Formula Holdings, Inc. (NASDAQ: FACE) (“Physicians Formula” or th |
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| August 6, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2009 PHYSICIANS FORMULA HOLDINGS, INC. |
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| August 4, 2009 |
FIFTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10.1 FIFTH AMENDMENT TO CREDIT AGREEMENT This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 29, 2009, is entered into among (1) PHYSICIANS FORMULA, INC., a New York corporation (the “Borrower”), (2) the several banks and other lenders from time to time parties to this Amendment (the “Lenders”) and (3) UNION BANK, N.A., as administrative agent for the Lenders (in |
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| August 4, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2009 PHYSICIANS FORMULA HOLDINGS, INC. |
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| June 3, 2009 |
Exhibit 99.1 Physicians Formula Receives NASDAQ Staff Deficiency Letter Regarding Independent Director Requirement AZUSA, Calif., June 3, 2009 - As previously announced, effective May 29, 2009, Jeff M. Berry was appointed Physicians Formula Holdings, Inc.’s (NASDAQ: FACE) (“Physicians Formula” or the “Company”) Interim Chief Financial Officer. In conjunction with assuming the role of Interim Chief |
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| June 3, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2009 PHYSICIANS FORMULA HOLDINGS, INC. |
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| May 26, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission |
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| May 18, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2009 PHYSICIANS FORMULA HOLDINGS, INC. |
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| May 18, 2009 |
Physicians Formula announces Jeff Berry as the new Interim CFO Exhibit 99.1 Physicians Formula announces Jeff Berry as the new Interim CFO Azusa, CA (May 15, 2009): Physicians Formula Holdings, Inc. (NASDAQ: FACE) (“Physicians Formula” or the “Company”) today announced that Mr. Joseph Jaeger has resigned as the Chief Financial Officer for family reasons, effective May 29, 2009. Mr. Jeff Berry will replace him as the Interim CFO, also effective May 29, 2009. M |
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| May 15, 2009 |
Physicians Formula Holdings, Inc. Announces First Quarter 2009 Results Exhibit 99.1 Physicians Formula Holdings, Inc. Announces First Quarter 2009 Results AZUSA, CA (May 11, 2009) ? Physicians Formula Holdings, Inc. (NASDAQ: FACE) (?Physicians Formula? or the ?Company?) today announced financial results for the three months ended March 31, 2009. Net sales for the first quarter of 2009 were $20.2 million, compared to $42.7 million for the same period in 2008. Net loss |
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| May 15, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| May 11, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| May 11, 2009 |
Physicians Formula Holdings, Inc. Announces First Quarter 2009 Results Exhibit 99.1 Physicians Formula Holdings, Inc. Announces First Quarter 2009 Results AZUSA, CA (May 11, 2009) ? Physicians Formula Holdings, Inc. (NASDAQ: FACE) (?Physicians Formula? or the ?Company?) today announced financial results for the three months ended March 31, 2009. Net sales for the first quarter of 2009 were $20.2 million, compared to $42.7 million for the same period in 2008. Net loss |
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| May 11, 2009 |
As filed with the Securities and Exchange Commission on May 11, 2009 Registration No. 333- As filed with the Securities and Exchange Commission on May 11, 2009 Registration No. |
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| May 11, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2009 PHYSICIANS FORMULA HOLDINGS, INC. |
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| May 5, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2009 PHYSICIANS FORMULA HOLDINGS, INC. |
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| April 27, 2009 |
April 17, 2009 POWER OF ATTORNEY Exhibit 24 April 17, 2009 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Ingrid Jackel, Joseph J. |
