UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ¥ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2009 or n FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-31404 Matrixx Initiatives, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 87-0482806 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 8515 E. Anderson Drive Scottsdale, AZ 85255 602-385-8888 (Address of principal executive offices, Registrant’s Telephone Number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock, $.001 par value Nasdaq Global Select Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes n No ¥ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes n No ¥ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¥ No n Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes n No n Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K, is not to be contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¥ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer n Accelerated filer ¥ Non-accelerated filer n Smaller reporting company n (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes n No ¥ The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $116.8 million based on the closing price of $17.88 per share of common stock as reported on the Nasdaq Global Select Market on September 30, 2008. For purposes of this determination, shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of June 1, 2009, 9,430,320 shares of the registrant’s common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement prepared in connection with the Registrant’s 2009 annual meeting of stockholders are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Form 10-K. Unless otherwise indicated in this Form 10-K, “Matrixx,” “us,” “we,” “our,” “the Company” and similar terms refer to Matrixx Initiatives, Inc. and its subsidiaries. “Zicam” is a registered trademark of our subsidiary, Zicam, LLC, and the Matrixx name and logo are trademarks of the Company. 2 TABLE OF CONTENTS Page PART I Item 1. Business ............................................................... 4 Item 1A. Risk Factors ............................................................ 10 Item 1B. Unresolved Staff Comments ................................................. 16 Item 2. Properties .............................................................. 16 Item 3. Legal Proceedings ........................................................ 16 Item 4. Submission of Matters to a Vote of Security Holders .............................. 21 Supplemental Item. Executive Officers of Matrixx ................................ 21 PART II Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ............................................... 22 Item 6. Selected Financial Data .................................................... 25 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . 25 Item 7A. Quantitative and Qualitative Disclosures about Market Risk ......................... 42 Item 8. Financial Statements and Supplementary Data . ................................. 43 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . 43 Item 9A. Controls and Procedures ................................................... 43 Item 9B. Other Information ........................................................ 45 PART III Item 10. Directors, Executive Officers, and Corporate Governance ........................... 45 Item 11. Executive Compensation ................................................... 45 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ................................................................ 45 Item 13. Certain Relationships and Related Transactions, and Director Independence ............. 46 Item 14. Principal Accounting Fees and Services ........................................ 46 PART IV Item 15. Exhibits and Financial Statement Schedules ..................................... 47 SIGNATURES ................................................................... 74 3 PART I ITEM 1. BUSINESS Introduction We develop, produce, market and sell innovative, over-the-counter (OTC) healthcare products with an emphasis on those that utilize unique, novel and/or proprietary delivery systems that provide consumers with “Better Ways to Get Better».” Through our subsidiaries, we market and sell products under the Zicam» brand. As discussed in more detail below, our current Zicam offerings compete in the following four product classes within the cough and cold category: Cold Remedy; Allergy/Sinus; Cough and Multi-Symptom relief; and other cough/cold. In addition, we have sold products under the Nasal Comfort» and Xcid» brand names. We were incorporated in Utah in 1991 as Gum Tech International, Inc. On June 18, 2002, we reincorporated in Delaware and changed our name from Gum Tech International, Inc. to Matrixx Initiatives, Inc. We generally conduct our business through our wholly-owned subsidiaries. We develop and market our Zicam products through Zicam, LLC. In May 2008, we formed Zicam Canada, Inc. to commercialize sales of Zicam products in Canada. We have sales in one business segment, over-the-counter healthcare products. Currently, substantially all of our revenues are attributed to sales within the United States; we had initial international sales in Canada in fiscal 2009 of approximately $1.0 million. Our net sales were approximately $111.6 million for the fiscal year ended March 31, 2009, compared to net sales for the fiscal year ended March 31, 2008 of approximately $101.0 million. Our net income was $13.9 million for the fiscal year ended March 31, 2009, and $10.4 million for the fiscal year ended March 31, 2008. As used herein, except as otherwise indicated, references to “we,” “us,” “our,” or the “Company” refer to Matrixx Initiatives, Inc. and its subsidiaries. Access to Our Filings with the Securities and Exchange Commission Our website is www.matrixxinc.com. Through a link on the Financial Information section of our website, we make available the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. All such filings are available free of charge. Information contained on the Company’s website is not part of this report. Our principal executive offices are at 8515 E. Anderson Drive, Scottsdale, AZ 85255 and our telephone number is (602) 385-8888. Markets and Company Products Our current Zicam products are marketed in the cough and cold market category. That market, which is estimated at more than $4.0 billion annually in retail sales in the United States, includes a wide variety of tablets, liquids, gels, sprays, and syrups that remedy and/or provide relief to cold, allergy and sinus congestion sufferers. The largest sub-segment of the cough and cold category includes products formulated to relieve symptoms associated with the common cold or allergies. 4 In February 2007, the Company changed its fiscal year-end from December 31 to March 31. The following table details our sales