0001104659-12-084037.txt : 20121213
0001104659-12-084037.hdr.sgml : 20121213
20121213193023
ACCESSION NUMBER: 0001104659-12-084037
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121212
FILED AS OF DATE: 20121213
DATE AS OF CHANGE: 20121213
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Jackel Ingrid
CENTRAL INDEX KEY: 0001379835
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33142
FILM NUMBER: 121263507
MAIL ADDRESS:
STREET 1: C/O PHYSICIANS FORMULA HOLDINGS, INC.
STREET 2: 1055 WEST 8TH STREET
CITY: AZUSA
STATE: CA
ZIP: 91702
ISSUER:
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
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
4
1
a4.xml
4
X0306
4
2012-12-12
1
0001269871
PHYSICIANS FORMULA HOLDINGS, INC.
FACE
0001379835
Jackel Ingrid
C/O PHYSICIANS FORMULA HOLDINGS, INC.
1055 WEST 8TH STREET
AZUSA
CA
91702
1
1
0
0
Chief Exectutive Officer
Common Stock, par value $0.01 per share
2012-12-12
4
D
0
81668
4.90
D
0
D
Stock Option (Right to Buy)
0.10
2012-12-12
4
D
0
166667
4.80
D
2013-11-03
Common Stock
166667
0.00
D
Stock Option (Right to Buy)
0.10
2012-12-12
4
D
0
160679
4.80
D
2016-11-08
Common Stock
160679
0.00
D
Stock Option (Right to Buy)
20.75
2012-12-12
4
D
0
50000
0.00
D
2017-02-06
Common Stock
50000
0.00
D
Stock Option (Right to Buy)
9.54
2012-12-12
4
D
0
50000
0.00
D
2018-01-30
Common Stock
50000
0.00
D
Stock Option (Right to Buy)
2.30
2012-12-12
4
D
0
200000
2.60
D
2019-11-10
Common Stock
200000
0.00
D
Stock Option (Right to Buy)
3.90
2012-12-12
4
D
0
100000
1.00
D
2021-07-19
Common Stock
100000
0.00
D
Disposed of pursuant to the agreement and plan of merger, dated as of September 26, 2012, by and among the issuer, Markwins International Corporation ("Parent") and Markwins Merger Sub, Inc., as amended by that Amendment No. 1 to Agreement and Plan of Merger, dated as of November 15, 2012 by and among the issuer, Parent and Markwins Merger Sub, Inc. (as amended, the "Merger Agreement"), pursuant to which the outstanding shares of the issuer's common stock were canceled and converted into the right to receive $4.90 in cash, without interest and less any applicable withholding tax.
Pursuant to the Merger Agreement, as of and immediately prior to the effective time of the merger contemplated thereby, this option was cancelled and converted into the right to receive from Parent or the surviving corporation of such merger, in settlement thereof, a cash payment, less any applicable taxes required to be withheld and without interest, equal to the product of (i) the excess of $4.90 over the per share exercise price of such option and (ii) the number of shares of common stock subject to such option.
Pursuant to the Merger Agreement, as of and immediately prior to the effective time of the merger contemplated thereby, this option was cancelled without cash payment because the per share exercise price of such option was greater than $4.90.
/s/ Ingrid Jackel
2012-12-13