- Current report filing (8-K)
June 03 2009 - 4:00PM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC
20549
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FORM 8-K
CURRENT
REPORT
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Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported): June 1,
2009
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PHYSICIANS FORMULA HOLDINGS,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of incorporation)
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001-33142
(Commission
File Number)
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23-0340099
(IRS
Employer Identification No.)
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1055 West 8
th
Street
Azusa, California
91702
(Address
of principal executive offices, including Zip Code)
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(626)
334-3395
(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
As previously
announced, effective May 29, 2009, Jeff M. Berry was appointed the Company’s
Interim Chief Financial Officer of Physicians Formula Holdings, Inc. (the
“Company”). In conjunction with assuming the role of Interim Chief
Financial Officer, Mr. Berry resigned from the Company’s Board of Directors (the
“Board”) and from all of the committees of the Board on which he served because,
as an executive officer of the Company, he is no longer an independent director
as defined in NASDAQ Listing Rule 5605(a)(2). Following Mr.
Berry’s resignation from the Board and its committees on May 29, 2009, of the
four remaining directors serving on its Board, two are independent, and the
Company has two independent directors serving on its audit
committee.
On June 1,
2009, the Company received a NASDAQ Staff Deficiency Letter from The NASDAQ
Stock Market LLC (“NASDAQ”) indicating that, due to the resignation of Mr. Berry
from the Board, the Company no longer complies with NASDAQ’s independent
director requirement for continued listing set forth in NASDAQ Listing Rule
5605(b)(1) and NASDAQ’s audit committee requirement for continued listing set
forth in NASDAQ Listing Rule 5605(c)(2)(A).
In accordance
with Rules 5605(b)(1)(A) and 5605(c)(4)(B) of the NASDAQ Listing Rules, the
Company has until November 25, 2009, which is 180 days from May 29, 2009, to
regain compliance with the independent director and audit committee requirements
of the NASDAQ Listing Rules.
The Company
is in the process of evaluating candidates who are qualified to serve on the
Board and the audit committee and intends to fill the vacancy on the Board and
the audit committee as expeditiously as possible, and in any event prior to
November 25, 2009.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press
release issued June 3,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PHYSICIANS
FORMULA HOLDINGS, INC.
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Date: June
3, 2009
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/s/
Jeff M. Berry
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Name:
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Jeff
M. Berry
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Title:
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Interim
Chief Financial Officer
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Exhibit
Index
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Exhibit No.
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Description
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99.1
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Press
release issued June 3,
2009.
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