As filed with the Securities and Exchange Commission on [ ], 2003
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE QUIGLEY CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Nevada 23-2577138
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Kells Building
631 Shady Retreat Road
Doylestown, PA 18901
(215) 345-0919
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(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Guy J. Quigley
Chief Executive Officer
The Quigley Corporation
Kells Building
631 Shady Retreat Road
Doylestown, PA 18901
(215) 345-0919
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(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service of Process)
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Copies to:
Robert H. Friedman, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. |X| 333-86976
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum
Offering Proposed
Amount to Price Maximum Amount of
be Per Aggregate Registration
Title of Shares to be Registered Registered Share(1) Offering Price Fee
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Common Stock, $.0005 par value 250,000 $6.27 $1,567,500 $127
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Total......................................................................... $127
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(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(c) under the Securities Act of 1933, as
amended, based on the average of the high and low prices of the
Registrant's common stock, on The Nasdaq National Market on March
25, 2003.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and
Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as
amended. This Registration Statement relates to the public offering by the
Registrant contemplated by the Registration Statement on Form S-3, File No.
333-86976, originally filed with the Securities and Exchange Commission on April
25, 2002, as supplemented on February 27, 2003 (the "Prior Registration
Statement"), and is being filed for the purpose of registering additional
securities of the same class as were included in the Prior Registration
Statement. The contents of the Prior Registration Statement are hereby
incorporated by reference.
EXHIBIT INDEX
*3.1 Articles of Incorporation of the Company (as amended).
*3.2 Certificate to Increase the Number of Authorized Shares of the
Company.
*3.3 Bylaws of the Company as currently in effect.
**5.0 Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP,
with respect to legality of the Common Stock.
**23.1 Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP,
included in Exhibit No. 5.0.
**23.2 Consent of PricewaterhouseCoopers LLP.
**24.0 Power of Attorney, included on the signature page to this
Registration Statement.
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* Previously filed.
** Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Doylestown, Commonwealth of Pennsylvania on the 31st
day of March, 2003.
The Quigley Corporation
By: /s/ Guy J. Quigley
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Guy J. Quigley
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Guy J. Quigley and Charles A. Phillips
his true and lawful attorney-in-fact with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this registration statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact or
his substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ Guy J. Quigley
- -------------------------- Chairman of the Board, President, 3/31/03
Guy J. Quigley Chief Executive Officer and
Director
/s/ Charles A. Phillips
- -------------------------- Executive Vice President, Chief 3/31/03
Charles A. Phillips Operating Officer and
Director
/s/ George J. Longo
- ------------------------- Vice President, Chief Financial 3/31/03
George J. Longo Officer and Director (Principal
Financial and Accounting Officer)
/s/ Jacqueline F. Lewis
- ------------------------- Director 3/31/03
Jacqueline F. Lewis
/s/ Rounsevelle W. Schaum
- -------------------------- Director 3/31/03
Rounsevelle W. Schaum
- -------------------------- Director _______
Stephen W. Wouch