As filed with the Securities and Exchange Commission on November 15, 2001
Registration No. [ ]
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE QUIGLEY CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 23-2577138
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Kells Building
621 Shady Retreat Road
Doylestown, Pennsylvania 18901
The 1997 Stock Option Plan
of the Quigley Corporation,
as amended
Guy J. Quigley
President and Chief Executive Officer
Kells Building
621 Shady Retreat Road
Daylestown, Pennsylvania 18901
(215) 345-0919
(Telephone number, including area code, or agent for service)
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CALCULATION OF REGISTRATION FEE
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Title Of Amount Proposed Proposed Amount Of
Securities To Be Maximum Maximum Registration
To Be Registered Registered(1)(2) Offering Aggregate Fee(3)
Price Offering
Per Share(3) Price(3)
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Common Stock, par 1,500,000 $1.37 $2,055,000 $514.00
value, $.0005 per share.
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(1) Pursuant to Rule 416, the registration statement also covers such
indeterminate additional shares of Common Stock as may become
issuable as a result of any future anti-dilution adjustment in
accordance with the terms of the 1997 Stock Option Plan (the
"Plan").
(2) The number of shares available for the grant of options under the
Plan has been increased from 1,500,000 to 3,000,000.
(3) Pursuant to Rule 457(h), the offering price per share, solely for
the purpose of determining the registration fee, is based on the
average of the bid and the ask price of $1.51 and $1.55,
respectively, of the Company's Common Stock as reported by the
NASDAQ Stock Market ("NASDAQ") on November 14, 2001.
EXPLANATORY STATEMENT
A total of 1,500,000 shares of Common Stock of the
Quigley Corporation were registered by the Company on Form S-8 (No.
333-61313) which shares of Common Stock are to be issued in
connection with the Company's 1997 Stock Option Plan). On May 4,
2001, the stockholders of the Company approved an amendment to the
Plan to increase the number of shares of Common Stock issuable under
the Plan from 1,500,000 shares to 3,000,000 shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The Registration Statements on Form S-8, File No.
333-61313 is incorporated by reference herein.
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Item 8.
Exhibits.
Exhibit No. Description of Document
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5.1 Opinion of Olshan Grundman Frome Rosenzweig &
Wolosky LLP
10.1 Amendment No. 1 to 1997 Stock Option Plan
23.1 Consent of PricewaterhouseCoopers LLP
[SIGNATURE PAGE FOLLOWS]
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SIGNATURES
Pursuant to the requirements of the Securities Act, The Quigley
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Doyelstown, State of Pennsylvania on
November 13, 2001.
THE QUIGLEY CORPORATION
a Nevada corporation
By: /s/ Guy J. Quigley
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Guy J. Quigley
President and Chief
Executive Officer
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Pursuant to the requirements of the Securities Act, this
Registration Statement on Form S-8 has been signed by the following persons,
including a majority of the Board of Directors, in the capacities and on the
date indicated.
SIGNATURE TITLE DATE
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/s/ Guy J. Quigley President, Chief 11/13/2001
- ----------------------------- Executive Officer and
Guy J. Quigley Director
/s/ Charles A. Phillips Executive Vice President, 11/13/2001
- ----------------------------- Chief Operating Officer
Charles A. Phillips and Director
/s/ George S. Longo Chief Financial Officer 11/13/2001
- ----------------------------- and Director
George S. Longo
/s/ Eric H. Kaytes Chief Information Officer 11/13/2001
- ----------------------------- and Secretary
Eric H. Kaytes
/s/ Jacqueline F. Lewis Director 11/13/2001
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Jacqueline F. Lewis
/s/ Rounsevelle W. Schaum Director 11/13/2001
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Rounsevelle W. Schaum
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