Attached files
| file | filename |
|---|---|
| EX-16.1 - EXHIBIT 16.1 - PHYSICIANS FORMULA HOLDINGS, INC. | exhibit161.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 16, 2011
PHYSICIANS FORMULA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33142 | 23-0340099 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1055 West 8thStreet
Azusa, California 91702
(Address of principal executive offices, including Zip Code)
(626) 334-3395
(Registrant’s telephone number, including area code)
N/A
(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))
Item 4.01. Changes in Registrant's Certifying Accountant
On August 16, 2011, the Audit Committee of the Board of Directors (the “Audit Committee”) of Physicians Formula Holdings, Inc. (the "Company") dismissed Deloitte & Touche LLP ("Deloitte") as the independent registered public accountants of the Company. The Audit Committee has engaged BDO USA, LLP as its independent registered public accountants, effective August 19, 2011.
The reports of Deloitte on the Company's consolidated financial statements for the fiscal years ended December 31, 2010 and December 31, 2009 did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2010 and 2009 and through the filing date of this Current Report on Form 8-K, (i) there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreement in its reports on the Company's consolidated financial statements for such years or any subsequent interim period through the date of this Current Report on Form 8-K, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
During the years ended December 31, 2010 and 2009 and through the filing date of this Current Report on Form 8-K, neither the Company nor anyone acting on its behalf consulted with BDO USA, LLP with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, or (ii) any other matters or reportable events of the nature described in Items 304(a)(1)(iv) and (v) of Regulation S-K.
The Company provided Deloitte with a copy of the disclosures in this Form 8-K and requested that Deloitte furnish it a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements made by the Company in response to Item 304(a) of Regulation S-K. A copy of such letter, dated August 22, 2011, is filed as Exhibit 16.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Description | |
16.1 | Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated August 22, 2011. | |
SIGNATURE
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.
PHYSICIANS FORMULA HOLDINGS, INC. | |||
Date: August 22, 2011 | By: | /s/ Jeff Berry | |
Name: Jeff Berry | |||
Title: Chief Financial Officer | |||
EXHIBIT INDEX
Exhibit Number | Description | |
16.1 | Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated August 22, 2011. | |