UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 2 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
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THE QUIGLEY CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Nevada 0-21617 23-2577138
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(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
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (215) 345-0919
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N/A
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(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. 2 amends the Current Report on Form 8-K of The
Quigley Corporation (the "Company") filed with the Securities and Exchange
Commission (the "SEC") on October 7, 2004, as amended by Amendment No. 1 on Form
8-K/A filed with the SEC on December 17, 2004 (the "October 8-K"), related to
the closing of the Company's acquisition of substantially all of the assets of
JoEl, Inc. This Form 8-K/A amends the October 8-K to update the financial
statements required by Items 9.01(a) and 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 September 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 nine month periods
ended September 30, 2004 and September 30, 2003, and the notes
related thereto, are hereby 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 September 30, 2004.
(ii) Unaudited Pro Forma Condensed Combined Consolidated
Statements of Operations for the year ended December 31,
2003 and the nine months ended September 30, 2004.
(iii) Notes to the Unaudited Pro Forma Condensed Combined
Consolidated Financial Statements.
(c) Exhibits.
Exhibit No. Description
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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 September 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 nine month periods ended September 30,
2004 and September 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: March 31, 2005
By: /s/ George J. Longo
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Name: George J. Longo
Title: Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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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 September 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 nine month periods ended September 30, 2004
and September 30, 2003, and the notes related thereto.
99.4 Unaudited Pro Forma Condensed Combined Consolidated
Financial Statements and the notes related thereto.