UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- 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): August 18, 2004 --------------- THE QUIGLEY CORPORATION ----------------------- (Exact Name of Registrant as Specified in Charter) NEVADA 01-21617 23-2577138 (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 ----------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 345-0919 -------------- N/A --- (Former Name or Former Address, if Changed Since Last Report.)Item 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. --------------------------------------- On August 20, 2004, The Quigley Corporation (the "Company") issued a press release announcing that it has signed an asset purchase and sale agreement with JOEL, Inc. (the "Purchase Agreement") for $5.1 million, which includes $4.1 million in cash and $1.0 million of the Company's stock. Upon completion of all agreement requirements, the transfer of assets, which includes land, buildings, machinery and equipment of two manufacturing facilities, located in Lebanon and Elizabethtown, Pennsylvania will occur on October 1, 2004. A copy of the Purchase Agreement is attached hereto as Exhibit 10.1. The full text of the press release is attached hereto as Exhibit 99.1. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS. ----------------------------------------------------------------- (c) Exhibits. Exhibit No. Description ----------- ----------- 10.1 Asset Purchase and Sale Agreement dated August 18, 2004 by and between JOEL, Inc. and the Company. 99.1 Press Release dated August 20, 2004. SIGNATURE 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: August 20, 2004 THE QUIGLEY CORPORATION By:/s/ George J. Longo ---------------------------------------- Name: George J. Longo Title: Vice President and Chief Financial Officer