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