- Statement of Ownership (SC 13G)
October 23 2009 - 4:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )
PHYSICIANS
FORMULA HOLDINGS, INC.
|
(Name
of Issuer)
|
Common
Stock,
|
(Title
of Class of Securities)
|
719427106
|
(CUSIP
Number)
|
October
19, 2009
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule 13G 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 the
disclosures provided in a prior cover page.
The
information required in 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).
CUSIP
No 719427106
|
1
|
NAME OF REPORTING
PERSON
:
BC
Advisors, LLC
I.R.S.
Identification Nos. of above persons (entities only):
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[X]
|
3
|
SEC USE
ONLY
|
4
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
Texas
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
|
SOLE VOTING
POWER
:
1,201,716*
|
6
|
SHARED VOTING
POWER
:
0
|
7
|
SOLE DISPOSITIVE
POWER
:
1,201,716*
|
8
|
SHARED DISPOSITIVE
POWER
:
0
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,201,716
*
|
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
8.8%**
|
12
|
TYPE OF REPORTING
PERSON
HC/CO
|
* The
shares are directly owned by SRB Greenway Opportunity Fund (QP), L.P. (“QP
Fund”) and SRB Greenway Opportunity Fund, L.P. (“LP Fund” and together with QP
Fund, the “Funds”). SRB Management is the general partner and
investment manager of the Funds. BC Advisors, LLC (“BCA”) is the
general partner of SRB Management. Steven R. Becker is the sole
member of BCA.
** Based
on 13,589,668 shares of common stock of the Issuer issued and
outstanding as of August 6, 2009, as reported by the Issuer in its
Quarterly Report on Form 10-Q for the quarter ended June 30,
2009.
CUSIP
No 719427106
|
1
|
NAME OF REPORTING
PERSON
:
SRB
Management, L.P.
I.R.S.
Identification Nos. of above persons (entities only):
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[X]
|
3
|
SEC USE
ONLY
|
4
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
Texas
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
|
SOLE VOTING
POWER
:
1,201,716*
|
6
|
SHARED VOTING
POWER
:
0
|
7
|
SOLE DISPOSITIVE
POWER
:
1,201,716*
|
8
|
SHARED DISPOSITIVE
POWER
:
0
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,201,716*
|
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
8.8%
|
12
|
TYPE OF REPORTING
PERSON
IA/PN
|
* The
shares are directly owned by SRB Greenway Opportunity Fund (QP), L.P. (“QP
Fund”) and SRB Greenway Opportunity Fund, L.P. (“LP Fund” and together with QP
Fund, the “Funds. SRB Management is the general partner and
investment manager of the Funds. BC Advisors, LLC (“BCA”) is the
general partner of SRB Management. Steven R. Becker is the sole
member of BCA.
** Based
on 13,589,668 shares of common stock of the Issuer issued and
outstanding as of August 6, 2009, as reported by the Issuer in its
Quarterly Report on Form 10-Q for the quarter ended June 30,
2009.
CUSIP
No 719427106
|
1
|
NAME OF REPORTING
PERSON
:
Steven R.
Becker
I.R.S.
Identification Nos. of above persons (entities only):
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[x ]
|
3
|
SEC USE
ONLY
|
4
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
United
States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
|
SOLE VOTING
POWER
:
1,201,716*
|
6
|
SHARED VOTING
POWER
:
0
*
|
7
|
SOLE DISPOSITIVE
POWER
:
1,201,716*
|
8
|
SHARED DISPOSITIVE
POWER
:
0
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,201,716*
|
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
8.8%
|
12
|
TYPE OF REPORTING
PERSON
HC/IN
|
* The
shares are directly owned by SRB Greenway Opportunity Fund (QP), L.P. (“QP
Fund”) and SRB Greenway Opportunity Fund, L.P. (“LP Fund” and together with QP
Fund, the “Funds”). SRB Management is the general partner and
investment manager of the Funds. BC Advisors, LLC (“BCA”) is the
general partner of SRB Management. Steven R. Becker is the sole
member of BCA.
** Based
on 13,589,668 shares of common stock of the Issuer issued and
outstanding as of August 6, 2009, as reported by the Issuer in its
Quarterly Report on Form 10-Q for the quarter ended June 30,
2009.
Item
1(a).
|
Name
of Issuer: Physicians Formula Holdings,
Inc.
|
Item
1(b).
|
Address
of Issuer's Principal Executive
Offices:
|
|
1055
West 8
th
Street, Azusa, California 91702
|
Item
2(a).
|
Name of Person Filing:
See Item 1 of each cover
page.
|
Item
2(b).
|
Address
of Principal Business Office or if none,
Residence:
|
|
300
Crescent Court, Suite 1111
|
Item
2(c).
|
Citizenship:
See Item 4 of each cover
page.
|
Item
2(d).
|
Title
of Class of Securities:
Common Stock, par value $.01 per
share
|
|
|
Item
2(e).
|
CUSIP
Number:
|
|
|
|
719427106
|
|
|
Item
3.
|
Not
Applicable
|
|
|
Item
4.
|
Ownership:
|
(a)
Amount
Beneficially Owned:
See Item
9 of each cover page.
(b) Percent
of Class:
See Item
11 of each cover page.
(c) Number
of shares as to which such person has:
|
(i)
|
sole
power to vote or to direct the
vote:
|
See Item
5 of each cover page.
(ii)
|
shared
power to vote or to direct the
vote:
|
See Item
6 of each cover page.
(iii)
|
sole
power to dispose or to direct the disposition
of:
|
See Item
7 of each cover page.
(iv)
|
shared
power to dispose or to direct the disposition
of:
|
See Item
8 of each cover page.
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: [ ]
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
The Funds
have the right to receive the dividends from and the proceeds from the sale of
the shares.
Item
7.
|
Identification
and Classification of Subsidiary Which Acquired the
Securities:
|
Item
8. Identification
and Classification of Members of the Group:
Not
applicable.
Item
9. Notice
of Dissolution of Group: Not applicable.
Item
10. Certification:
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.
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.
|
BC
ADVISORS, LLC
|
|
|
|
By:
/s/ Steven R.
Becker
|
|
Steven
R. Becker, Member
|
|
|
|
|
|
SRB
MANAGEMENT, L.P.
|
|
|
|
By: BC
Advisors, LLC, its general partner
|
|
|
|
By:
/s/ Steven R.
Becker
|
|
Steven
R. Becker, Member
|
|
|
|
|
|
/s/ Steven R.
Becker
|
|
Steven
R. Becker
|
|
|
|
EXHIBIT
1
JOINT
FILING STATEMENT
PURSUANT
TO RULE 13d-1(k)
|
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G
is, and all subsequent amendments thereto shall be, filed on behalf of each of
the undersigned pursuant to and in accordance with the provisions of Rule
13d-1(k) of Regulation 13D of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended.
Dated
October 23, 2009
BC
ADVISORS, LLC
|
|
By:
/s/ Steven R.
Becker
|
Steven
R. Becker, Member
|
|
|
SRB
MANAGEMENT, L.P.
|
|
By: BC
Advisors, LLC, its general partner
|
|
By:
/s/ Steven R.
Becker
|
Steven
R. Becker, Member
|
|
|
/s/ Steven R.
Becker
|
Steven
R. Becker
|
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