- Notification that Quarterly Report will be submitted late (NT 10-Q)
15 November 2012 - 11:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 001-33142
CUSIP Number: 719427106
NOTIFICATION OF LATE FILING
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(Check One):
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¨
Form 10-K
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Form 20-F
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Form 11-K
x
Form 10-Q
¨
Form
10-D
¨
Form N-SAR
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Form N-CSR
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For Period Ended:
September 30, 2012
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Transition Report on Form 10-K
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Transition Report on Form 20-F
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Transition Report on Form 11-K
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Transition Report on Form 10-Q
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Transition Report on Form N-SAR
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For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has verified any
information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification
relates:
PART I
REGISTRANT INFORMATION
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Physicians Formula Holdings, Inc.
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Full Name of Registrant
Former Name if Applicable
Address of Principal Executive Office (
Street and Number
)
City, State and Zip Code
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate.)
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x
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or
expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or Form N-CSR or
portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
State below in
reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
We were unable to file our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (the
Quarterly
Report
) within the prescribed time period because of technical connectivity difficulties between our filing server and the Commissions EDGAR server. The Quarterly Report was completed, executed and ready to be filed with the
Commission prior to the 5:30 p.m. Eastern time deadline for acceptance of filings on November 14, 2012, the due date for the filing, and we attempted to commence transmission of the Quarterly Report on the SECs EDGAR system prior to such
deadline. In spite of our best efforts to submit the Quarterly Report with the Commission on a timely basis, our server was unable to establish a connection with the EDGAR server until some time after the deadline had passed for an acceptance date
of November 14, 2012. We have submitted a written request for a date adjustment for the filing date to the Commission for the acceptance date to be changed from November 15, 2012 to November 14, 2012. As a precautionary matter, we are submitting
this Form 12b-25 to ensure that we remain timely in our periodic filings under the Securities Exchange Act of 1934.
PART IV
OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification:
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Linh Le
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(626)
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334-3395
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify
report(s).
x
Yes
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No
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
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Yes
x
No
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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Physicians Formula Holdings, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
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Date:
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November 15, 2012
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By:
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/s/ Leslie H. Keegan
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Leslie H. Keegan
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Senior Vice President of Finance (principal financial
and accounting officer
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