SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2002
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THE QUIGLEY CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 01-21617 23-2577138
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Kells Building, 621 Shady Retreat Road, P.O. Box 1349, Doylestown, PA 18901
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Address of principal executive offices
Registrant's telephone number, including area code: (215) 345-0919
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N/A
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(Former name or former address, if changed since last report.)
Exhibit Index on Page 7.
Item 5. Other Events.
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Consummation of Consulting Agreement.
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On April 9, 2002, The Quigley Corporation (the "Company")
entered into a Consulting Agreement dated and effective as of March 7, 2002 (the
"Consulting Agreement") with Forrester Financial LLC, a New Jersey limited
liability company ("Forrester"),providing for Forrester to act as a financial
consultant to the Company. The Consulting Agreement commenced on March 7, 2002
and has a term of 12 months, but may be terminated by the Company, in its sole
discretion, at any time.
Forrester is required by the terms of the Consulting
Agreement to provide regular and customary consulting advice as is reasonably
requested by the Company. Forrester's duties may include: (i) disseminating
pre-approved corporate information to the investment community; (ii) rendering
advice and assistance in preparation of reports to stockholders and press
releases; (iii) assisting in the Company's financial public relations; (iv)
rendering advice with regard to the internal operations of the Company; (v)
rendering advice with respect to any acquisition program of the Company; (vi)
providing introductions to the investment community; and (vii) rendering advice
regarding future public or private offering of securities of the Company or of
any subsidiary.
The Consulting Agreement provides for confidentiality and
non-compete provisions which prevent Forrester from (i) disclosing confidential
information which it learns about the Company as a result of its engagement and
(ii) directly or indirectly soliciting, raiding, enticing or inducing any person
who at any time during the term of the Consulting Agreement is an employee,
independent contractor, agent, director or officer of the Company to become an
employee of Forrester, without the written consent of the President of the
Company.
As compensation for services to be rendered by Forrester to
the Company, the Company granted to Forrester, or its designees, warrants (the
"Warrants") to purchase up to 1,000,000 shares of the Company's common stock,
$.0005 par value per share (the "Common Stock"). The Warrants are exercisable
until the earlier to occur of (i) March 6, 2003, or (ii) the termination of the
Consulting Agreement, at varying exercise prices as follows: (i) 500,000 shares
of Common Stock at an exercise price per share of $6.50; (ii) 250,000 shares of
Common Stock at an exercise price per share of $8.50; and (iii) 250,000 shares of
Common Stock at a per share exercise price of $11.50. No single exercise of
Warrants may be for less than 50,000 shares of Common Stock. The Company has
also agreed to prepare and file with the Securities and Exchange Commission, a
registration statement on Form S-3 or comparable form, so as to permit a public
offering and sale of the Common Stock issuable upon the exercise of the
Warrants. The exercise price and the number of shares of Common Stock issuable
upon the exercise of the Warrants shall also be adjusted in case the Company
effects a stock split, stock dividend or similar capital adjustment to the
outstanding shares of Common Stock, in the future.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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(c) Exhibits.
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99.1 Consulting Agreement dated as of March 7, 2002 by and
between The Quigley Corporation and Forrester Financial
LLC.
99.2 Warrant Agreement dated as of March 7, 2002 by and
between The Quigley Corporation and Forrester Financial
LLC.
SIGNATURE
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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.
Dated: April 10, 2002 THE QUIGLEY CORPORATION
By: /s/ George J. Longo
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Name: George J. Longo
Title: Vice President and
Chief Financial Officer