RULE 424(b)(3)
REGISTRATION NO. 333-61313 and
REGISTRATION NO. 333-73456
PROSPECTUS SUPPLEMENT NO. 1
DATED JULY 2, 2003
TO PROSPECTUS DATED AUGUST 13, 1998
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THE PROSPECTUS DATED AUGUST 13, 1998
FOR THE QUIGLEY CORPORATION
IS HEREBY SUPPLEMENTED AS FOLLOWS:
This Prospectus Supplements the Prospectus dated August 13, 1998, of The Quigley
Corporation (the "Company"), relating to the sale by certain selling
stockholders of up to 1,500,000 shares of our common stock ("Common Stock") to
include an additional 1,500,000 shares of Common Stock issuable upon the
exercise of options issued pursuant to the Quigley Corporation 1997 Stock Option
Plan, as amended (the "Stock Option Plan"). On May 4, 2001, the stockholders of
the Company approved a proposal to increase the number of shares of Common Stock
that may be issued under the Stock Option Plan to 3,000,000. On July 31, 2002,
the Board of Directors approved a proposal to have all options held by an
employee immediately expire if such employee is terminated for cause.
You should read this Prospectus Supplement in conjunction with the Prospectus,
and this Prospectus Supplement is qualified by reference to the Prospectus,
except to the extent that the information in this Prospectus Supplement
supersedes the information contained in the Prospectus. Capitalized terms used
in this Prospectus Supplement and not otherwise defined herein have the meanings
specified in the Prospectus.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS.
The Section on Selling Stockholders contained in the Prospectus is hereby
amended and restated in its entirety as follows:
SELLING STOCKHOLDERS
This Prospectus relates to the offer and sale by the Selling
Stockholders of up to 3,000,000 Shares issued under the Stock Option Plan to the
Selling Stockholders. This Prospectus also relates to such indeterminate number
of additional shares of Common Stock that may be acquired by the Selling
Stockholders as a result of the antidilution provisions of the Stock Option
Plan. To the extent required, additional information regarding the identity of
the Selling Stockholders and certain other information relating to the Selling
Stockholders will be provided by supplement to this Prospectus.
The following table sets forth (i) the number of shares of Common
Stock beneficially owned by each Selling Stockholder prior to the Offering, (ii)
the number of Shares of Common Stock being offered for resale by each Selling
Stockholder and (iii) the number and percentage of shares of Common Stock that
each Selling Stockholder will beneficially own after completion of the Offering.
Except as set forth below, none of the Selling Stockholders has had a material
relationship with the Company during the past three years.
No. of Shares of
Common Stock No. of
Beneficially Owned Shares Shares Beneficially Owned
Name Prior to Offering Offered (1) After Offering (2)
---- ----------------- ----------- -------------------------
Guy J. Quigley (3).............................. 4,097,264(4) 370,000 3,727,264 30.5%
Wendy Quigley (5)............................... 645,705(6) 51,000 594,705 5.1%
Charles A. Phillips (7)......................... 1,830,377(8) 357,000 1,473,377 12.4%
George J. Longo (9)............................. 555,000(10) 390,000 165,000 1.4%
Jacqueline F. Lewis (11)........................ 70,000(12) 70,000 0 *
Rounsvell W. Schaum (13)........................ 50,000(14) 50,000 0 *
* Less than 1%.
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(1) Consists solely of Common Stock issuable to the Selling Stockholders
upon the exercise of currently exercisable options.
(2) Assumes that all Common Stock offered by the Selling Stockholders is
sold and that no other shares of Common Stock owned by the Selling
Stockholders are sold.
(3) Mr. Quigley is the Chairman of the Board, President and Chief
Executive Officer of the Company.
(4) Includes 885,000 shares of Common Stock issuable to Mr. Quigley upon
the exercise of currently exercisable warrants and options, 251,000
shares of Common Stock issuable upon the exercise of options and
warrants directly owned by Mr. Quigley's wife and 514,705 shares
beneficially owned by Mr. Quigley's immediate family.
(5) Mrs. Quigley is the wife of Guy J. Quigley and may be deemed to own
the shares of Common Stock and options and warrants convertible into
Common Stock directly owned by him and their immediate family
members.
(6) Includes 251,000 shares of Common Stock issuable to Mrs. Quigley
upon the exercise of options and warrants.
(7) Mr. Phillips is the Vice President, Chief Operating Officer and a
Director of the Company.
(8) Includes 817,000 shares of Common Stock issuable to Mr. Phillips
upon the exercise of currently exercisable warrants and options,
1,671 shares directly owned by Mr. Phillip's wife.
(9) Mr. Longo is the Vice President, Chief Financial Officer and a
Director of the Company.
(10) Represents 515,000 shares of Common Stock issuable to Mr. Longo upon
the exercise of currently exercisable warrants and options.
(11) Ms. Lewis is a Director of the Company.
(12) Represents 70,000 shares of Common Stock issuable to Ms. Lewis upon
the exercise of currently exercisable options.
(13) Mr. Schaum is a Director of the Company.
(14) Includes 30,000 shares of Common Stock issuable upon the exercise of
currently exercisable options.
There is no assurance that the Selling Stockholders will exercise
the options to purchase Common Stock from the Company or that any such Selling
Stockholder will otherwise opt to sell any of the Shares offered hereby.
The Shares covered by this Prospectus may be sold from time to time
so long as this Prospectus remains in effect; provided, however, that the
Selling Stockholders are first required to contact the Company's Corporate
Secretary to confirm that this Prospectus is in effect. The Company intends to
distribute to each Selling Stockholder a letter setting forth the procedures
whereby such Selling Stockholder may use the Prospectus to sell the shares and
under what conditions the Prospectus may not be used. The Selling Stockholders
expect to sell the Shares at prices then attainable, less ordinary brokers'
commissions and dealers' discounts as applicable.
The Selling Stockholders and any broker or dealer to or through whom
any of the Shares are sold may be deemed to be underwriters within the meaning
of the Securities Act with respect to the Common Stock offered hereby, and any
profits realized by the Selling Stockholders or such brokers or dealers may be
deemed to be underwriting commissions. Brokers' commissions and dealers'
discounts, taxes and other selling expenses to be borne by the Selling
Stockholders are not expected to exceed normal selling expenses for sales
over-the-counter or otherwise, as the case may be. The registration of the
Shares under the Securities Act shall not be deemed an admission by the Selling
Stockholders or the Company that the Selling Stockholders are underwriters for
purposes of the Securities Act of any Shares offered under this Prospectus.