-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B52ANUPkMY/8AJD0ZUWZv89dvUpVFRWClgaISXbCyE6+3Lg1Uysq2YNFHWsENis7 GOsr9tXHU5i3SpcgSYJguw== 0001010422-10-000002.txt : 20100210 0001010422-10-000002.hdr.sgml : 20100210 20100210110831 ACCESSION NUMBER: 0001010422-10-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100210 DATE AS OF CHANGE: 20100210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHYSICIANS FORMULA HOLDINGS, INC. CENTRAL INDEX KEY: 0001269871 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 200340099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82619 FILM NUMBER: 10586649 BUSINESS ADDRESS: STREET 1: 1055 WEST 8TH STREET CITY: AZUSA STATE: CA ZIP: 91702 BUSINESS PHONE: 626-334-3395 MAIL ADDRESS: STREET 1: 1055 WEST 8TH STREET CITY: AZUSA STATE: CA ZIP: 91702 FORMER COMPANY: FORMER CONFORMED NAME: PFI HOLDINGS CORP DATE OF NAME CHANGE: 20031112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DDJ CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001010422 IRS NUMBER: 043300754 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 130 TURNER STREET STREET 2: BUILDING 3, SUITE 600 CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: 781-283-8500 MAIL ADDRESS: STREET 1: 130 TURNER STREET STREET 2: BUILDING 3, SUITE 600 CITY: WALTHAM STATE: MA ZIP: 02453 SC 13G/A 1 pfh13g4.txt AMENDMENT NO. 4 TO SCHEDULE 13G 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) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of 6 Pages) SCHEDULE 13G CUSIP NO. 719427106 PAGE 2 OF 6 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) DDJ Capital Management, LLC 04-3300754 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Massachusetts NUMBER OF 5 SOLE VOTING POWER SHARES 620,681 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 620,681 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 620,681 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.57% 12 TYPE OF REPORTING PERSON * IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 719427106 PAGE 3 OF 6 PAGES Item 1(a) Name of Issuer: Physicians Formula Holdings, Inc. (the "Company") Item 1(b) Address of the Issuer's Principal Executive Offices: 1055 West 8th Street, Azusa, California 91702 Item 2(a) Names of Persons Filing: DDJ Capital Management, LLC ("DDJ"). Item 2(b) Address or Principal Business Office or, if None, Residence: 130 Turner Street, Building #3, Suite 600, Waltham, MA 02453. Item 2(c) Citizenship: DDJ is a Massachusetts limited liability company. Item 2(d) Title of Class of Securities: Common Stock (the "Shares") Item 2(e) CUSIP Number: 719427106 Item 3 Not Applicable. Item 4 Ownership. SCHEDULE 13G CUSIP NO. 719427106 PAGE 4 OF 6 PAGES Item 4(a) Amount Beneficially Owned: See attached cover sheet. As of February 9, 2010, DDJ, as investment manager to an account managed on behalf of an institutional investor, may be deemed the beneficial owner of 620,681 Shares, which amount represents approximately 4.57% of the outstanding Shares of the Company. Item 4(b) Percent of Class: See attached cover sheets. Item 4(c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: See attached cover sheets. (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: See attached cover sheets. (iv) Shared power to dispose or to direct the disposition of: -0- Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. SCHEDULE 13G CUSIP NO. 719427106 PAGE 5 OF 6 PAGES Item 6 Ownership of More than Five Percent on Behalf of Another Person. See Item 4. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8 Identification and Classification of Members of the Group. See Item 4 above. Item 9 Notice of Dissolution. Not applicable. Item 10 Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SCHEDULE 13G CUSIP NO. 719427106 PAGE 6 OF 6 PAGES SIGNATURE ================ After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 10, 2010 DDJ CAPITAL MANAGEMENT, LLC /s/ David J. Breazzano Signature David J. Breazzano President Name/Title -----END PRIVACY-ENHANCED MESSAGE-----