sc13da206922002_05302008.htm

CUSIP NO. 716933106

1	NAME OF REPORTING PERSON ROBERT W. DUGGAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 5,881,332(1)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 6,297,092(2)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,297,092(2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.2%
14	TYPE OF REPORTING PERSON IN

(1) Includes 43,267 Shares underlying currently exercisable options.

(2) Includes 415,760 Shares of Pharmacyclics, Inc. held in managed accounts pursuant to agreements with Robert W. Duggan & Associates (“RWD&A”), of which Mr. Duggan is a principal, which Mr. Duggan may be deemed to beneficially own and 43,267 Shares underlying currently exercisable options. Mr. Duggan disclaims beneficial ownership of the Shares managed by RWD&A except to the extent of his pecuniary interest therein.

CUSIP NO. 716933106

1	NAME OF REPORTING PERSON RWD ACQUISITION I LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,909,676
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 1,909,676
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,909,676
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 716933106

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D, originally filed by the undersigned on July 30, 2007, as amended (the “Schedule 13D”). This Amendment No. 2 amends the Schedule 13D as specifically set forth.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase cost of the 3,928,389 Shares owned directly by Mr. Duggan is approximately $21,847,714.60, including brokerage commissions. Such Shares were acquired with personal funds. The aggregate purchase cost of the 415,760 Shares held in managed accounts pursuant to agreements with Robert W. Duggan & Associates (“RWD&A”), of which Mr. Duggan is a principal, that may be deemed to be beneficially owned by Mr. Duggan is approximately $2,638,441.90, including brokerage commissions. The 415,760 Shares were acquired with investment funds.

Mr. Duggan beneficially owns an additional 43,267 Shares subject to currently exercisable options. The options owned by Mr. Duggan were awarded to him in his capacity as a director of the Issuer.

The aggregate purchase cost of the 1,909,676 shares directly owned by RWD Acquisition is $2,005,159.80 pursuant to the Offer. Such shares were acquired with personal funds provided by Mr. Duggan.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

The Offer expired at midnight, New York time, on Friday, May 30, 2008. According to the depositary for the Offer, a total of 1,909,676 Shares were validly tendered pursuant to the Offer. RWD Acquisition has accepted and will promptly pay for all Shares validly tendered at a purchase price of $1.05 per share.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 25,994,490 Shares outstanding, which is the total number of Shares outstanding as of April 29, 2008, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on April 29, 2008.

CUSIP NO. 716933106

As of the close of business on June 4, 2008, Robert W. Duggan may be deemed to beneficially own 6,297,092 Shares, constituting approximately 24.2% of the Shares outstanding. Mr. Duggan directly owns 3,928,389 Shares, constituting approximately 15.1% of the Shares outstanding and an additional 43,267 Shares subject to currently exercisable options, constituting less than 1% of the Shares outstanding. As the Sole Member of RWD Acquisition, Mr. Duggan may be deemed to beneficially own the 1,909,676 shares held by RWD Acquisition, constituting approximately 7.3% of the Shares outstanding. As the principal of RWD&A and pursuant to agreements RWD&A has entered into with respect to the Shares of the Issuer, Mr. Duggan may be deemed to beneficially own the 415,760 Shares managed by RWD&A, constituting approximately 1.6% of the Shares outstanding. Mr. Duggan disclaims beneficial ownership of the Shares managed by RWD&A except to the extent of his pecuniary interest therein.

(b) Mr. Duggan has the sole power to vote and dispose of the 3,928,389 Shares directly owned by him, as well as the 1,909,676 Shares owned by RWD Acquisition. Mr. Duggan has the sole power to dispose of the 415,760 Shares that he may be deemed to beneficially own. The actual owners of the 415,760 Shares managed by RWD&A that Mr. Duggan may be deemed to beneficially own have the sole power to vote such shares.

(c) RWD Acquisition purchased an aggregate of 1,909,676 Shares at a price of $1.05 per share, for an aggregate of $2,005,159.80 pursuant to the Offer.

(d) Mr. Duggan has the right to receive and the power to direct the receipt of dividends from, or proceeds from the sale of, the 3,928,389 Shares owned directly by him. The actual owners of the 415,760 shares that Mr. Duggan may be deemed to beneficially own have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, such Shares.

(e) Not applicable.

CUSIP NO. 716933106

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 4, 2008	RWD ACQUISITION I LLC

	By:	/s/ Robert W. Duggan
		Robert W. Duggan Sole Member

	/s/ Robert W. Duggan
	ROBERT W. DUGGAN