As filed with the Securities and Exchange Commission on December 9, 2004
Registration No. 333-119748
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO. 1 TO
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
621 Shady Retreat Road
Doylestown, Pennsylvania 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
President and Chief Executive Officer
The Quigley Corporation
Kells Building
621 Shady Retreat Road
Doylestown, Pennsylvania 18901
(215) 345-0919
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(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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Copies to:
Robert H. Friedman, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
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Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
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. / /
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.
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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.
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, state of Pennsylvania on the 9th day of
December, 2004.
THE QUIGLEY CORPORATION
(Registrant)
By: /s/ Guy J. Quigley
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Name: Guy J. Quigley
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Guy J. Quigley Chairman of the Board, President, December 9, 2004
- -------------------------- Chief Executive Officer and
Guy J. Quigley Executive Officer and Director
(Principal Executive Officer)
/s/ * Executive Vice President, December 9, 2004
- -------------------------- Chief Operating Officer and
Charles A. Phillips Director
/s/ George J. Longo Vice President, Chief Financial December 9, 2004
- -------------------------- Officer and Director (Principal
George J. Longo Financial and Accounting Officer)
/s/ * Director December 9, 2004
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Jacqueline F. Lewis
/s/ * Director December 9, 2004
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Rounsevelle W. Schaum
/s/ * Director December 9, 2004
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Stephen W. Wouch
/s/ * Director December 9, 2004
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Terrence O. Tormey
*By /s/ Guy J. Quigley
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Guy J. Quigley
Attorney-in-fact
EXHIBIT INDEX
Exhibit No. Description
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4.1 Specimen Certificate of the Registrant's Common Stock
(incorporated by reference to Exhibit 4.1 of Form 10-KSB/A
filed on April 4, 1997).
4.2 Registration Rights Agreement dated as of October 1, 2004 by
and among the Registrant and the selling stockholders named
therein (incorporated by reference to Exhibit 10.5 of Form 8-K
filed on October 7, 2004).
5.1* Opinion of Olshan Grundman Frome & Rosenzweig LLP with respect
to legality of the Common Stock.
23.1** Consent of PricewaterhouseCoopers LLP, an independent
registered public accounting firm.
23.2* Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP,
included in Exhibit No. 5.1.
24.1** Power of Attorney, included on the signature page to this
Registration Statement.
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* Filed herewith.
** Previously filed.