1. Name and Address of Reporting Person*
| PHYSICIANS FORMULA HOLDINGS, INC., 1055 WEST 8TH STREET | |
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2009 | 3. Issuer Name and Ticker or Trading Symbol
PHYSICIANS FORMULA HOLDINGS, INC.
[FACE]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)| X | Director | | 10% Owner | | Officer (give title below) | | Other (specify below) | |
| 5. If Amendment, Date of Original Filed (Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
| X | Form filed by One Reporting Person | | Form filed by More than One Reporting Person |
|
| /s/ Richard J. Almeida, under power of attorney | 04/27/2009 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit
24
April
17, 2009
POWER
OF ATTORNEY
KNOW ALL BY
THESE PRESENTS, that the undersigned hereby constitutes and appoints each of
Ingrid Jackel, Joseph J. Jaeger, Richard Almeida, James S. Rowe and Elisabeth M.
Martin, signing singly, the undersigned’s true and lawful attorney-in-fact
to: (i) execute for and on behalf of the undersigned, in the undersigned’s
capacity as an officer and/or director and/or owner of greater than 10% of the
outstanding Common Stock of Physicians Formula Holdings, Inc., a Delaware
corporation (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules thereunder; (ii) do and
perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4 or 5 and
timely file such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority, including The Nasdaq Stock Market;
and (iii) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact’s substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. Each of the undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned’s responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.
This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4 and 5 with respect to the undersigned’s
holdings of and transactions in securities issued by the Company, unless earlier
revoked by each of the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS
WHEREOF, the undersigned have caused this Power of Attorney to be executed as of
date first written above.