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) November 14, 2005
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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))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 14, 2005, The Quigley Corporation (the "Company") issued a
press release announcing its financial results for the third quarter ended
September 30, 2005. The full text of the press release is attached hereto as
Exhibit 99.1. The press release corrects the calculation of the weighted average
of earnings per share due to a change in the calculation of the number of shares
outstanding. Net income for the third quarter ended September 30, 2005 was $3.0
million, or $0.23 per share compared to $177,000, or $0.01 per share, for the
same period last year. Net income for the nine months ended September 30, 2005
was $1.1 million, or $0.08 per share, compared to a net loss of $1.5 million, or
($0.13) per share, for the same period last year.
The information furnished pursuant to Item 2.02 of this Current Report
on Form 8-K, including Exhibit 99.1 hereto, shall not be considered "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liability of such section, nor shall it be incorporated
by reference into future filings by the Company under the Securities Act of
1933, as amended or under the Securities Exchange Act of 1934, as amended,
unless the Company expressly sets forth in such future filing that such
information is to be considered "filed" or incorporated by reference therein.
ITEM 8.01 OTHER EVENTS.
On November 14, 2005, the Company issued a press release providing
updates on the status of its pharmaceutical pipeline. The full text of the press
release is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release dated November 14, 2005 reporting third
quarter ended September 30, 2005 preliminary unaudited
earnings and updates on the status of the Company's
pharmaceutical pipeline.
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: November 14, 2005
By: /s/ George J. Longo
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Name: George J. Longo
Title: Vice President and Chief Financial Officer