UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1 ON
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) OCTOBER 1, 2004
---------------
--------------------
THE QUIGLEY CORPORATION
-----------------------
(Exact Name of Registrant as Specified in Charter)
NEVADA 0-21617 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
This Amendment No. 1 amends the Current Report on Form 8-K of The Quigley
Corporation filed with the Securities and Exchange Commission on October 7, 2004
(the "October 8-K") related to the closing of our acquisition of substantially
all of the assets of JOEL, Inc. This Form 8-K/A amends the October 8-K to
include the financial statements required by Item 9.01(b) of Form 8-K and to
include exhibits under Item 9.01(c) of Form 8-K. The information previously
reported in the October 8-K is hereby incorporated by reference into this Form
8-K/A.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The Independent Auditor's Report is hereby incorporated by reference
to Exhibit 99.1 hereto.
The audited balance sheet of JoEL, Inc. as of December 31, 2003 and
the statement of operations and retained earnings, statement of
comprehensive income and statement of cash flows of JoEL, Inc. for
the fiscal year ended December 31, 2003, and the notes related
thereto, are hereby incorporated by reference to Exhibit 99.2
hereto.
The unaudited balance sheet as of June 30, 2004 and the audited
balance sheet as of December 31, 2003 of JoEL, Inc. and the
unaudited statements of operations, statements of comprehensive
income and statements of cash flows for the six month periods ended
June 30, 2004 and June 30, 2003, and the notes related thereto, are
here by incorporated by reference to Exhibit 99.3 hereto.
(b) Pro Forma Financial Information.
The following information is attached hereto as Exhibit 99.4 and
incorporated herein by reference:
(i) Unaudited Pro Forma Condensed Combined Consolidated Balance
Sheet as of June 30, 2004.
(ii) Unaudited Pro Forma Condensed Combined Consolidated Statements
of Operations for the year ended December 31, 2003 and the six
months ended June 30, 2004.
(iii) Notes to the Unaudited Pro Forma Condensed Combined
Consolidated Financial Statements.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
----------- -----------
23.1 Consent of McKonly & Asbury, LLP, independent auditors.
99.1 Independent Auditor's Report.
99.2 The audited balance sheet of JoEL, Inc. as of December
31, 2003 and the statement of operations and retained
earnings, statement of comprehensive income and
statement of cash flows of JoEL, Inc. for the fiscal
year ended December 31, 2003, and the notes related
thereto.
99.3 The unaudited balance sheet as of June 30, 2004 and the
audited balance sheet as of December 31, 2003 of JoEL,
Inc. and the unaudited statements of operations,
statements of comprehensive income and statements of
cash flows for the six month periods ended June 30,
2004 and June 30, 2003, and the notes related thereto.
99.4 Unaudited Pro Forma Condensed Combined Consolidated
Financial Statements and the notes related thereto.
SIGNATURES
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.
THE QUIGLEY CORPORATION
(Registrant)
Date: December 17, 2004
By: /s/ George J. Longo
------------------------------------
Name: George J. Longo
Title: Vice President and Chief
Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
23.1 Consent of McKonly & Asbury, LLP, independent auditors.
99.1 Independent Auditor's Report.
99.2 The audited balance sheet of JoEL, Inc. as of December 31, 2003
and the statement of operations and retained earnings, statement
of comprehensive income and statement of cash flows of JoEL, Inc.
for the fiscal year ended December 31, 2003, and the notes
related thereto.
99.3 The unaudited balance sheet as of June 30, 2004 and the audited
balance sheet as of December 31, 2003 of JoEL, Inc. and the
unaudited statements of operations, statements of comprehensive
income and statements of cash flows for the six month periods
ended June 30, 2004 and June 30, 2003, and the notes related
thereto.
99.4 Unaudited Pro Forma Condensed Combined Consolidated Financial
Statements and the notes related thereto.