UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[XX] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____to_____Commission File Number: 01-21617
THE QUIGLEY CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 23-2577138
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
(MAILING ADDRESS: PO Box 1349, Doylestown, PA 18901.)
Landmark Building, 10 South Clinton Street, Doylestown, PA 18901
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(Address of principle executive offices) (Zip Code)
(215) 345-0919
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(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by the 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. [XX] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's class of common stock, as of the latest
practicable date. The number of shares outstanding of each of the registrant's
classes of common stock, as of July 31, 1997 11,911,268, all of one class of
$.0005 par value common stock.
TABLE OF CONTENTS
Page No.
PART I - Financial information
Item 1. Financial Statements 3-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-11
PART II - Other Information
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a
Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 12
EDGAR Exhibit 27
-2-
THE QUIGLEY CORPORATION
BALANCE SHEET
(Unaudited)
June 30, 1997
-------------
ASSETS
Current Assets:
Cash and cash equivalents ................................ $ 6,568,043
Accounts receivable, net ................................. 1,443,840
Inventory ................................................ 7,366,650
Prepaid income taxes ..................................... 594,807
Other current assets ..................................... 451,641
----------
TOTAL CURRENT ASSETS ................................. 16,424,981
----------
EQUIPMENT - Less accumulated depreciation ...................... 140,112
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OTHER ASSETS:
Patent rights - Less accumulated amortization ............ 432,357
Deferred income taxes (Note 4) ......................... 1,014,414
Other assets ............................................. 414,113
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TOTAL OTHER ASSETS .................................. 1,860,884
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TOTAL ASSETS ................................................... $18,425,977
==========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable ......................................... $ 1,261,107
Accrued payroll and payroll taxes ........................ 630,076
Accrued royalties and sales commissions .................. 1,158,532
Accrued expenses ......................................... 1,721,949
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TOTAL CURRENT LIABILITIES ........................... 4,771,664
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OTHER NON-CURRENT LIABILITIES .................................. 919,701
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STOCKHOLDER'S EQUITY:
Common Stock, $.0005 par value; authorized
50,000,000; issued 12,223,130;
outstanding 11,736,268 shares (Note 2) ............... 6,112
Additional paid-in capital ............................... 7,473,446
Retained earnings ........................................ 6,695,412
Less: Treasury stock, 486,862 shares at cost (Notes 2&3).. (1,145,358)
Stock subscription receivable (Note 2) .......... (295,000)
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TOTAL STOCKHOLDER'S EQUITY .......................... 12,734,612
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TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY ................... $ 18,425,977
==========
See accompanying notes to financial statements
-3-
THE QUIGLEY CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended Six months ended
June 30, June 30, June 30, June 30,
1997 1996 1997 1996
---------- ----------- ----------- ----------
NET SALES ................ $4,083,736 $ 69,496 $26,265,742 $ 174,928
---------- ----------- ----------- ----------
COST OF SALES ............ 1,225,374 20,953 8,114,196 53,852
---------- ---------- ----------- ----------
GROSS PROFIT ............. 2,858,362 48,543 18,151,546 121,076
---------- ---------- ----------- ----------
OPERATING EXPENSES:
Sales and marketing ... 435,099 40,427 2,921,223 82,564
Administration ........ 646,429 103,278 2,546,003 210,964
---------- ---------- ----------- ----------
TOTAL OPERATING EXPENSES . 1,081,528 143,705 5,467,226 293,528
---------- ---------- ----------- ----------
INCOME BEFORE TAXES ...... 1,776,834 (95,162) 12,684,320 (172,452)
---------- ----------- ----------- ----------
INCOME TAXES (Note 4)..... 719,469 -- 5,137,150 --
---------- ----------- ----------- -----------
NET INCOME .............. $ 1,057,365 ($ 95,162) $ 7,547,170 ($ 172,452)
============ ========== =========== ==========
Earnings per common share:
Primary
(Notes 2 & 3) $.07 ($.01) $.47 ($.02)
============ ========== =========== ===========
Fully diluted
(Notes 2 & 3) $.07 ($.01) $.47 ($.02)
============ ========== =========== ===========
Weighted average common shares outstanding:
Primary
(Notes 2 & 3) 15,825,852 8,377,532 16,199,522 8,397,050
Fully diluted
(Notes 2 & 3) 15,825,852 8,377,532 16,199,522 8,397,050
See accompanying notes to financial statements
-4-
THE QUIGLEY CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended
June 30, June 30,
1997 1996
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OPERATING ACTIVITIES:
Net income (loss) ....... ....................... $ 7,547,170 ($172,452)
----------- ---------
Adjustments to reconcile net income (loss)
to net cash used by operating activities:
Depreciation and amortization ................ 69,027 --
Deferred income taxes ........................ (298,589) --
(Increase) decrease in assets:
Accounts receivable ..................... 756,984 120,779
Prepaid income taxes .................... (594,807) --
Inventory ............................... (7,065,918) 13,854
Other current assets .................... (441,784) 506
Increase (decrease) in liabilities:
Accounts payable ........................ 1,129,310 (28,468)
Accrued payroll and payroll taxes ....... 630,076 --
Accrued royalties and sales commissions.. 527,887 --
Accrued expenses ........................ 1,602,598 (2,445)
Accrued income taxes .................... (622,318) --
Other non-current liabilities ........... 509,000 --
----------- ---------
Total adjustments .................. (3,798,534) 104,226
----------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES ..... 3,748,636 (68,226)
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ............................. (78,516) (1,333)
Patent rights and other assets ................... (15,515) (24)
----------- ---------
NET CASH FLOWS FROM INVESTING ACTIVITIES ...... (94,031) (1,357)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued from exercise of options
and warrants ................................... 60,850 --
Common stock issued from sale of stock ........... 76,007 77,980
Due from attorney's escrow account ............... 260,000 --
Stock subscription receivable .................... 60,608 (2,214)
----------- ---------
NET CASH FLOWS FROM FINANCING ACTIVITIES ...... 457,465 75,766
----------- ---------
NET INCREASE (DECREASE) IN CASH ............ 4,112,070 6,183
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ... 2,455,973 79,612
----------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .......... $ 6,568,043 $ 85,795
=========== =========
See accompanying notes to financial statements
-5-
THE QUIGLEY CORPORATION
STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
Six months ended
June 30, June 30,
1997 1996
------- -------
Supplemental disclosure of cash flow information
Non cash investing and financing activities:
Capital expenditures $7,905 -----
Patent rights and other assets $615,701 -----
Common stock issued for services performed $1,358,263 -----
Treasury stock cost $1,145,358 -----
See accompanying notes to financial statements
-6-
THE QUIGLEY CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND GENERAL
The Quigley Corporation (the "Company"), organized under the laws of the state
of Nevada, is primarily engaged in the development, manufacturing, and
marketing of homeopathic cold remedies. The products developed are being
offered to the general public through distributors, brokers, mail order, and
is regularly featured on the QVC Cable TV shopping network. For the fiscal
periods presented, and for the immediate future, the Company plans to continue
concentrating its efforts in the promotion of its major proprietary
"Cold-Eeze(R)" and Cold-Eezer Plus products. These products are based upon a
proprietary zinc gluconate glycine formula which in a clinical study conducted
by The Cleveland Clinic, has been shown to reduce the severity and duration of
the common cold symptoms. This product is covered by patents registered in the
United States, United Kingdom, Sweden, France, Italy, Canada, Germany and
pending in Japan. Research is continuing on this product in order to maximize
its full potential use for the general public.
On July 15, 1996, results of this study were published in the Annals of
Internal Medicine - Vol. 125 No 2, of a new randomized double-blind
placebo-controlled study of the common cold, which had commenced at the
Cleveland Clinic Foundation, on October 3, 1994. This study had results that
indicated a 42% reduction in the duration and severity of the common cold
symptoms.
The Company has exclusive worldwide representation, manufacturing, marketing
and distribution rights for the zinc gluconate glycine lozenge formulation,
known as "Cold-Eeze(R)", which is patented in the United States, United
Kingdon, Sweden, France, Italy, Canada, Germany, and pending in Japan. The
goal of the Company is to have consumers worldwide make "Cold-Eeze(R)" their
preferred choice for relief from the common cold.
The business of the Company is subject to federal and state laws and
regulations adopted for the health and safety of users of the Company's
products. Cold-Eeze(R) is a homeopathic remedy which is subject to regulations
by various federal, state and local agencies, including the FDA and the
Homeopathic Pharmacopoeia of the United States.
The Company competes with a various range and size of suppliers in the cold
remedy products arena. Cold-Eeze(R) which has been clinically proven to reduce
the duration and severity of the common cold symptoms, offers a significant
advantage over other suppliers in the over-the-counter cold remedy market. The
management of the Company believes there should be no future impediment on our
ability to compete in the marketplace now, or in the immediate future, since
factors concerning the product, such as, price, product quality, availability,
reliability, credit terms, name recognition, delivery and support are all
properly positioned.
The Balance Sheet as of June 30, 1997, the Statements of Operations for the
three and six months periods ended June 30, 1997 and 1996, and the Statements
of Cash Flows for the six months periods ended June 30, 1997 and 1996, have
been prepared without audit. In the opinion of management, all adjustments
necessary to present fairly the financial position, results of operations and
cash flows, for the periods indicated, have been made. All adjustments made
were of a normal recurring nature.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles, have been condensed or omitted. It is suggested that these
financial statements be read in conjunction with the financial statements and
accompanying notes for the fiscal year ended September 30, 1996, in the
Company's Form 10-KSB/A, and the transition quarter ended December 31, 1996,
in the Company's Form 10-QSB. The transition quarter reflects the Company's
change from a fiscal year end of September 30, to a calendar year end, and is
reflective of the first quarter results since the release of The Cleveland
Clinic Study in July 1996.
-7-
NOTE 2 - TRANSACTIONS AFFECTING STOCKHOLDER'S EQUITY
On January 15, 1997, the Company split its common stock on a two-for-one
basis. Therefore, all share data such as, par value, earnings per share,
options and warrants exercised, cash received or to be received for
outstanding options and warrants are all on a post-split basis.
From January 1, 1997 to June 30, 1997, there were 85,000 shares issued through
the exercise of stock options and warrants of the Company, shares numbering
17,884 were issued for cash payment, 264,120 were issued for services rendered
to the Company, and 729,928 shares were returned to the Company to be placed
in treasury. The difference between the option payment price and cash received
or fair market value for services rendered, resulted in an increase to the
additional paid-in-capital of the Company.
At June 30, 1997, there were a total of 5,935,000 of unexercised issued
options and warrants of the Company's stock.
Of the shares issued through the exercise of stock options and warrants,
monies in the amount of $295,000 still owed to the Company, are classified as
a contra account in stockholder's equity.
On October 1, 1996, the Company entered into an agreement with Sands Brothers
& Co., Ltd, ("Sands") to assist the Company raise additional capital and to
provide other investment banking services. For this service, Sands received
800,000 warrants at an exercise price of $1.75. Subsequently, this contract,
was modified in November 1996, and stipulated Sands had the conditional right
to purchase, at $10 per share, 200,000 shares of the Company's stock, for
every million dollars they identify for the Company in a private placement of
the Company's Stock pursuant to Regulation D. The Company desired that the
private placement was not to exceed $10 million. During the first quarter of
1997, the Company decided not to pursue a private placement offering.
Therefore, the aforementioned possible additional warrants for Sands will not
materialize.
However, in order to terminate this arrangement with Sands, the Company issued
to Sands 350,000 additional warrants to purchase the Company's stock at $10
per share. Accordingly, a provision for loss of $700,000 ($417,000 net of
taxes) for a total of 1,150,000 warrants issued to Sands, and other expenses
expected to be incurred, was charged against earnings.
Also, the Company terminated a contract with a consulting firm that was
previously issued 350,000 options to purchase the Company's stock. A provision
of $91,000 ($54,000 net of taxes), was also charged against earnings
On March 27, 1997, the Company received a net return to treasury 486,862
shares of its stock because of a favorable ruling from litigation commenced
against Nutritional Foods, Ltd. ("NFL"). The total shares recovered was
729,928. As payment for legal services, 243,066 restricted shares were issued
on March 27, 1997 with a discounted market value for these shares of
$1,145,358. This discounted value then became the cost of the net treasury
stock ($2.35 per share) returned to the Company.
NOTE 3 - EARNINGS PER SHARE
Earnings and net loss per share is based on the weighted average number of
common shares outstanding during the three months and six months periods ended
June 30, 1997 and 1996. Using the modified treasury stock method, increased
the weighted average number of common shares outstanding for the period ended
June 30, 1997 by 4,310,723 shares, or a total number of weighted shares
outstanding of 16,199,522. During the period ended June 30, 1996, no effect
has been given to unexercised stock options or warrants because the effect
would be antidilutive.
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share", which simplifies
the calculation of basic EPS and diluted EPS. The effective date is for
accounting periods ending after December 15, 1997, with restatement for prior
periods presented after December 15, 1997.
-8-
NOTE 4 - INCOME TAXES
Income taxes includes both deferred and currently payable taxes. Deferred
income taxes result from temporary differences which consist of a different
tax base for assets and liabilities than their reported amounts in the
financial statements. The deferred tax asset of $1,014,414 consists
principally of future tax deductions from the issuance of options, warrants
and restricted stock. For the three months and six months periods ended June
30, 1997 an effective tax rate is provided for deferred and currently payable
taxes at 40.5%. Since the Company was in a Net Operating Loss position at June
30, 1996, no taxes were provided for payment or recovery.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company maintains certain royalty agreements with the founders and
developers, licensors, and consultants for the Cold-Eeze(R) product. The gross
royalty is 13% of sales collected before certain deductions. Representative
Agreements are in place for several Brokers and Distributors, both Nationally
and Internationally. These agreements are sales performance based. In addition
the Company has also issued incentive common stock purchase options to its
Brokers, Distributors and Representatives. Additionally, there are employment
agreements in place with certain officers of the Company that expire in 2005
or earlier, and provide for among other things, a minimum annual base
compensation.
On March 17, 1997, an agreement with the manufacturer of the Cold-Eeze(R)
product for the Company was entered for a period of three years. Also, the
Company has contractual commitments for advertising amounting to approximately
$2,600,000.
The Company is involved in certain legal actions and claims arising in the
ordinary course of business. It is the opinion of management (based on advice
of legal counsel) that such litigation and claims will be resolved without
material effect on the Company's financial position. Included in the results
of operations for the period ended June 30, 1997, are provisions for estimated
costs to litigate the settlement of certain agreements and infringements of
the Company's proprietary Cold-Eeze(R) product by certain competitors.
NOTE 6 - OTHER MATTERS
On January 2, 1997, the Board of Directors approved the change of the
Company's fiscal year from September 30 to December 31 to reflect the fiscal
year which has been generally adopted by the pharmaceutical industry. The
audited statements for the transition period October 1, 1996 to December 31,
1996, will be audited by Nachum Blumenfrucht, CPA, and filed by the Company
within Form 10-KSB for the calendar year ended December 31, 1997.
On January 29, 1997, the Company engaged the independent accounting firm of
Coopers & Lybrand L.L.P. to audit the Company's financial statements for the
calendar year 1997. The replacement of the previous certifying accountant,
Nachum Blumenfrucht, CPA, was made by approval of the Board of Directors of
the Company and with agreement of Mr. Blumenfrucht. This change was due to the
dramatic expansion of business operations undertaken by the Company since the
close of the prior fiscal year. There have been no disagreements with the
former accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedure, nor any
reportable event required to be disclosed.
-9-
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
After extensive research and development, coupled with consumer test
marketing, the Company launched its products into the marketplace on a limited
basis on October 1, 1994. The Company's major product,"Cold-Eeze(R)", is
designed for the commercial marketplace of Health Food Stores, Drug and Chain
Stores and Supermarkets. Upon completion of a second double-blind
placebo-controlled study at the Cleveland Clinic Foundation, which proved that
Cold-Eeze(R), utilizing 13.3mg of zinc gluconate glycine, reduced the duration
and severity of the common cold symptoms by 42%. These results were then
peer-published in The Annals Of Internal Medicine. This study also confirmed a
previous Cold-Eeze(R) study conducted at the Dartmouth College Cold Clinic,
which was peer-published in the Journal Of International Medical Research. The
Dartmouth study, using a 23mg zinc gluconate glycine lozenge, also resulted in
a 42% reduction in the duration and severity of the common cold symptoms.
In keeping with Homeopathy "less is more", the company has completed the
process of a homeopathic proving on zinc gluconate (the active ingredient of
our cold therapy).
Zinc gluconate now has a homeopathic drug proving and a clinical trial
demonstrating its effectiveness. A monograph has been filed with HPCUS
(Homeopathic Pharmacopoeia Convention of the United States) and has been
approved by the HPUS preliminary committee, the Pharmacy committee and the
HPUS Board of Directors. Zinc gluconate, the active ingredient of
Cold-Eeze(R), will now be included in the HPUS pharmacopoeia.
Cold-Eeze is currently distributed, but not limited to the following
distribution outlets, Chain Stores and/or Distributors Including: McKesson,
Zee Medical, Foxmeyer, F. Dohman Company, Bergen Brunswick, Amerisource, US
Health Distributors, Cardinal Health, Walgreen's, Eckerd, Revco, RiteAid,
Thrift Drug , CVS, Albertsons, Kmart, Osco/Savon , American Stores, H.E. Butt
and other smaller chains and independent outlets. Cold-Eezer Plus, continues
to be sold successfully in the alternative marketplace of doctor's offices and
the home shopping channel QVC.
The Company has created an information web site, which can be visited by using
the following address: http://www.quigleyco.com - The Company can also be
E-mailed at: quigley@quigleyco.com.
RESULTS OF OPERATIONS
Prior to the release of the Cleveland Clinic Study in July 1996, financial
information previously reported does not really compare to the financial
relationships that are present in the three and six months periods ended June
30, 1997. Also, it is expected that the Company will experience significant
continued overall growth for the calendar year 1997. However, since the
primary cold season is from September to March, the Company's normal revenue
cycle will have significant revenue reductions in the second quarter, and to a
lessor extent, in the third quarter, as compared with the first and fourth
quarters of the year.
For the three and six months periods ended June 30, 1997, the Company reported
revenues of $4,083,736 and $26,265,742, and a net income of $1,057,365 and
$7,547,170 as compared with revenues of $69,496 and $174,928 and a net loss of
($95,162) and ($172,452) for the comparable periods ended June 30, 1996. This
substantial increase in revenue and profits is primarily due to the
publication of a recent clinical trial study in a medical journal, proving the
effectiveness of Cold-Eeze(R) as a remedy for the common cold. Also,
contributing to this substantial increase was the Company's national marketing
program, national exposure in the media, such as the ABC network news program,
"20/20", in January 1997, and the substantial increase in the manufacturing
availability for the product during this period, which is also planned for the
remainder of 1997.
-10-
ITEM 2: RESULTS OF OPERATIONS (continued)
The current gross profit rate of 70.0% and 69.1% for the three and six months
periods ended June 30, 1997, should remain as a relative constant going
forward, especially for the immediate future. This is comparable to the 69.9%
and 69.2% gross profit rate for the comparable periods ended June 30, 1996.
Operating expenses, such as delivery, brokerage commissions, promotion,
advertising and legal costs, increased significantly over the prior comparable
period due to the national marketing efforts and the relationship of revenue
dollar volume increases of the Cold-Eeze(R) product. These expenses accounted
for approximately $651,881 and $3,081,831 of the total operating costs of
$1,081,528 and $5,467,226 for the three and six months periods ended June 30,
1997 as compared to total operating costs of $143,705 and $293,528 for the
prior comparable three and six months periods. Accordingly, until other income
tax strategies currently being reviewed are implemented in the future, an
effective tax rate for the Company should approximate 40.5%.
Although the Company expects that sales levels will be highest during the peak
cold season from September through March, new marketing plans are under way as
well as negotiating sales distribution agreements for the Southern Hemisphere,
which has a cold season that is opposite of North America, to help counteract
the current seasonality for the product.
Total assets of $18,425,977, working capital of $11,653,317 and shareholder's
equity of $12,734,612 at June 30, 1997, increased dramatically as compared to
$6,281,184, $3,723,275 and $4,777,073, respectively at December 31, 1996. This
occurred primarily from significant sales and net income volume increases
which thereby increased cash and cash equivalents $4,112,070, inventories
$7,065,918, accounts payable and other accrued expenses $3,889,871. The
occurrence of common stock related transactions, as compared to the comparable
reporting period, totaling $670,369 also contributed to the balance sheet
increases.
The management of the Company currently believes that the expected significant
increases in revenues, and related profits generated, for the remainder of
1997, should provide an internal source of capital to fund the Company's
business operations, and as needed, short term funding with commercial banks.
Also, management is not aware of any trend, events or uncertainties that have,
or are reasonably likely, or expected to have, a material negative impact upon
the Company's short term or long term liquidity.
-11-
PART II - Other Information
Item 1. Legal proceedings None
Item 2. Changes in securities None
Item 3. Defaults upon senior securities None
Item 4. Submission of matters to a vote of security holders:
On March 21, 1997, the Company held its annual meeting with
12,119,192 shares of Common Stock, par value $.0005, being eligible
to vote. The presence of a quorum was reached and the reelection of
the current Board of Directors and the election of Coopers & Lybrand
L.L.P. as independent auditors for the calendar year 1997 was
approved.
Item 5. Other information:
As of July 7, 1997, the Company began trading on the NASDAQ SmallCap
Market, with its trading symbol remaining "QGLY". As part of the
listing process, NASDAQ requested and received a review of the
Company's unaudited March 31, 1997 quarterly financial statements by
Coopers & Lybrand L.L.P., the Company's newly-appointed independent
auditors.
Item 6. Exhibits and reports on Form 8-K
a) Form 8-K was filed on February 4, 1997 covering all items
specified in Note 6 to the Company's financial statements
SIGNATURES
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 thereunto duly authorized.
THE QUIGLEY CORPORATION
By: /s/ George J. Longo
---------------
George J. Longo
Vice President, Chief Financial Officer
Date: August 14, 1997
-12-