UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d) date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~November 15, ~~of 1934~~2012

Date of Report (date of earliest event reported): November 9, 2012

PHYSICIANS FORMULA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction
of incorporation)

001-33142

(Commission

File Number)

23-0340099

(I.R.S. Employer

Identification No.)

1055 West 8th Street Azusa, California 97102 (Address of principal executive offices, including zip code)

~~Azusa~~(626) 334-3395 (Registrant’s telephone number, ~~California~~including ~~97102~~area code)

(Address of principal executive offices, including zip code)

(626) 334-3395

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On November 15, 2012, we entered into an amendment to the agreement and plan of merger we previously entered with Markwins International Corporation (“Markwins”) and Markwins Merger Sub, Inc. (“MergerSub”), a wholly owned subsidiary of Markwins, dated September 26, 2012.

Pursuant to the terms of the amendment to the merger agreement, the closing of the merger is scheduled to occur no later than December 13, 2012, and Markwins and MergerSub waived certain conditions to closing that would have been required to be satisified at the closing in order for Markwins and MergerSub to close the merger. Markwins and MergerSub also agreed to increase the amount of the termination fee that Markwins will be required to pay us if the merger does not close under certain circumstances by December 13, 2012 from $3.5 million to $4.5 million. The sole shareholders of Markwins guaranteed the payment of the termination fee, if payable.

In connection with the negotiations of the amendment to the merger agreement, Markwins and MergerSub waived the restrictions in the merger agreement on the payment of a one-time special dividend to our stockholders. As a result, on November 15, 2012, our board of directors declared a one-time special cash dividend of $0.035 per share payable on December 5, 2012 to stockholders of record as of November 26, 2012. Our board of directors sought the waiver to pay the dividend in order to provide compensation to stockholders for the delay of up to one month in the closing of the merger and for the time value of money associated with such delay.

The foregoing summary of the amendment to the merger agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the amendment to the merger agreement, a copy of which is attached as an exhibit to this report and incorporated herein by reference. You are encouraged to read the amendment to the merger agreement for a more complete understanding of its terms.

Item 8.01. Other Events.

On November 916, 2012, we issued a press release ~~regarding~~announcing ~~the~~that ~~closing~~we ofhad ~~the~~entered ~~merger~~into ~~contemplated by~~ the ~~agreement~~amendment ~~and~~to ~~plan~~the of merger ~~dated~~agreement ~~September 26,~~and ~~2012~~announcing ~~that~~the wedeclaration ~~entered~~of ~~into~~the ~~with~~dividend ~~Markwins~~described ~~International Corporation and Markwins Merger Sub, Inc~~above. A copy of the press release is attached as an exhibit to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 1 to Agreement and Plan of Merger dated November 15, 2012 by and among Physicians Formula Holdings, Inc., Markwins International Corporation and Markwins Merger Sub, Inc.
99.1		Press release

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.~~	Physicians Formula Holdings, Inc.
Date: November 9, 2012		/s/ Ingrid Jackel
Date: November 16, 2012			/s/ Ingrid Jackel
	~~By:~~	~~Ingrid Jackel~~By:	Ingrid Jackel
		~~Chief Executive Officer~~	Chief Executive Officer

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