UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
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the Registrant x
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Proxy Statement
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o Definitive
Proxy Statement
x Definitive
Additional Materials
o Soliciting
Material Under Rule 14a-12
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THE
QUIGLEY CORPORATION
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(Name
of Registrant as Specified in Its Charter)
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(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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On April
16, 2009, The Quigley Corporation issued the following press
release.
FOR
IMMEDIATE RELEASE
THE
QUIGLEY CORPORATION ISSUES OPEN LETTER TO STOCKHOLDERS
URGES
STOCKHOLDERS TO REJECT DISSIDENT
TED
KARKUS’ SOLICITATION EFFORTS
DOYLESTOWN, PA. – April 16,
2009 – The Quigley Corporation, (Nasdaq:
QGLY), www.quigleyco.com,
today announced it has issued an open letter to stockholders urging them to
reject any proxy material and accompanying blue proxy card they may receive from
dissident stockholder Ted Karkus. On April 6, 2009, Mr. Karkus
announced his plans to launch a proxy contest seeking to replace the Board of
Directors of the Company. Also in the letter, the Company stated that
it believes Mr. Karkus, who claims to beneficially own less than 5 percent of
the outstanding shares, is attempting to gain control of The Quigley
Corporation without paying a premium to
stockholders. The text of the letter to stockholders
follows:
April 16,
2009
Dear
Fellow Stockholders:
By now
you may have received The Quigley Corporation proxy statement for our 2009
Annual Meeting, along with a WHITE proxy card or voting
instruction card. In addition you may have received, or may soon
receive, proxy materials and a blue proxy card from Ted Karkus, a dissident
stockholder. Mr. Karkus has chosen to launch a costly and disruptive
proxy contest to replace your Company’s entire incumbent Board of
Directors. We urge you to reject Mr. Karkus’ solicitation and instead
vote the Company’s WHITE
proxy card today.
Mr.
Karkus is a private investor who has engaged in an opportunistic pattern of
buying and selling shares of your company over the past several years. He claims
to beneficially own less than 5 percent of the outstanding shares of The Quigley
Corporation, yet Mr. Karkus is seeking to gain control of the Company’s entire
Board with his proposed slate of inexperienced directors. In fact,
according to his preliminary proxy materials filed with the SEC, only two of Mr.
Karkus’ nominees have any public company board experience. Nowhere in Mr.
Karkus’ preliminary proxy materials does he present any plan or strategies for
maximizing stockholder value. Unlike Mr. Karkus, your Board is
experienced, committed and has a plan for creating stockholder
value.
More than
any other meeting in our Company’s history, this year’s annual meeting is
critical and we urge all stockholders to disregard any materials they may
receive from Mr. Karkus and to vote only the enclosed WHITE proxy card or voting
instruction form today.
WE
BELIEVE TED KARKUS IS ATTEMPTING TO GAIN CONTROL OF THE QUIGLEY CORPORATION
WITHOUT PAYING ANY PREMIUM TO STOCKHOLDERS
We
believe that the real motive behind Mr. Karkus’ campaign is to wrest control of
The Quigley Corporation from its true owners, the stockholders, without paying
for it. We believe that Mr. Karkus is attempting to steal your
Company by seeking to elect his own hand-picked nominees to effectively gain
complete control without compensating stockholders.
MR.
KARKUS HAS NEVER CONTACTED THE BOARD OF DIRECTORS OF THE QUIGLEY
CORPORATION
Mr.
Karkus has never attempted to engage in a constructive dialogue with your
incumbent Board about the steps we can take to enhance stockholder value. Mr.
Karkus has instead opted to launch a costly and disruptive proxy contest which,
if he succeeds, will benefit only him and not his fellow
stockholders. We understand that stockholders are the true owners of
The Quigley Corporation. While we appreciate input from our fellow stockholders,
we will not allow one stockholder to steal the Company at the expense of all
other stockholders.
YOUR
BOARD’S INTERESTS ARE ALIGNED WITH YOURS
Many of
your current Board members are also significant stockholders in The Quigley
Corporation and continue to work diligently on tactics and strategies that are
designed to enhance stockholder value.
Since its
inception, The Quigley Corporation has been dedicated to being a diversified
Natural Health Life Science Company. We are committed to enhancing
long-term stockholder value and proud of our accomplishments to date which
include:
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Developing
a significant pipeline of potential drugs and dietary supplements, both
patented and potentially patentable
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Establishing
COLD-EEZE®,
our homeopathic cold remedy product, as a market leader and the number one
brand recommended by pharmacists
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Expanding
the COLD-EEZE®
brand with the launch of our Kids-EEZE®
Chest Relief product line
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Launching
Organix, the first USDA certified organic medicinal cough and sore throat
drop
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Having
the unique position to be an OTC product marketing company with a
Pharmaceutical R&D subsidiary
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Self-funding
our Pharma research and development to generate future growth thereby
being non-diluting to stockholder
value
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Generating
positive results of the duration of the anti-viral effect of QR448(a), a
veterinary anti-viral compound against Infectious Bronchitis Virus (IBV)
in commercial broiler chickens, a consumer meat type bird, which
potentially may reduce losses to the poultry industry due to IBV
outbreaks
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Completing
the clinical research phase of a Phase IIb multi-centered research study
to evaluate the safety and efficacy of QR-333, a unique topical
formulation compound on patients suffering with diabetic peripheral
neuropathy (DPN). A topical RX product for DPN could develop a
significant market position in this growing therapeutic category as there
are an estimated 20 million diabetics at risk for DPN in the United
States, of which over 60% will suffer neuropathic symptoms during the
course of their disease.
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PROTECT
YOUR INVESTMENT – VOTE THE WHITE PROXY
TODAY
As
previously mentioned, your vote at this year’s Annual Meeting is more important
than it has ever been. As a result, we are urging all our fellow
stockholders to vote the WHITE proxy card only and to
discard any materials that you may receive from Mr. Karkus. Please do
not return any blue cards, even as a protest vote, as only your latest dated
card will be counted at the annual meeting. Acting together, we are
confident that we can ward off Mr. Karkus’ attempt to steal our Company and your
Board will be able to get back to the business of enhancing stockholder
value. We look forward to speaking to as many of you as possible
during the course of this campaign and hope that we can count on your
support.
If you
have any questions or need assistance in voting the WHITE proxy card, please call
our proxy solicitors, MacKenzie Partners, Inc. toll-free at (800) 322-2885 or
(212) 929-5500 or by email at Quigley@mackenziepartners.com. You may
also be able to vote by telephone or internet and we encourage you to do so by
following the instructions on the WHITE proxy card or voting
instruction form.
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Sincerely,
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Guy
J. Quigley
Chairman
of the Board, President and Chief Executive
Officer
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About The Quigley
Corporation
The
Quigley Corporation (NASDAQ: QGLY, http://www.Quigleyco.com)
is a diversified natural health medical science company. Its Cold
Remedy segment is a leading marketer and manufacturer of the COLD-EEZE® family
of lozenges, gums and sugar free tablets clinically proven to cut the common
cold nearly in half. COLD-EEZE customers include leading national
wholesalers and distributors, as well as independent and chain food, drug and
mass merchandise stores and pharmacies. The Quigley Corporation has
several wholly owned subsidiaries; Quigley Manufacturing Inc. consists of two
FDA approved facilities to manufacture COLD- EEZE® lozenges as well as fulfill
other contract manufacturing opportunities. Quigley Pharma Inc. (http://www.QuigleyPharma.com)
conducts research in order to develop and commercialize a pipeline of patented
botanical and naturally derived potential prescription drugs.
Forward-Looking
Statements
Certain
statements in this press release are “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995 and involve
known and unknown risk, uncertainties and other factors that may cause the
Company’s actual performance or achievements to be materially different from the
results, performance or achievements expressed or implied by the forward-looking
statement. Factors that impact such forward-looking statements include, among
others, changes in worldwide general economic conditions, changes in interest
rates, government regulations, and worldwide competition.
Important Additional
Information
The
Quigley Corporation (“Quigley” or the “Company”) filed a definitive proxy
statement with the Securities and Exchange Commission (the “SEC”) on April 2,
2009 in connection with the 2009 Annual Meeting of Stockholders and began the
process of mailing the definitive proxy statement and a WHITE proxy card to
stockholders. The Company’s stockholders are strongly advised to read Quigley’s
proxy statement as it contains important information. Stockholders may obtain an
additional copy of Quigley’s definitive proxy statement and any other documents
filed by the Company with the SEC for free at the SEC’s website at
http://www.sec.gov. Copies of the definitive proxy statement are available for
free at http://www.amstock.com/Proxy
Services/ViewMaterial.asp?Co Number=07814. In addition, copies of the
Company’s proxy materials may be requested at no charge by contacting MacKenzie
Partners, Inc. at 1-800-322-2885 or via email at quigley@mackenziepartners.com.
Detailed information regarding the names, affiliations and interests of
individuals who are participants in the solicitation of proxies of Quigley’s
stockholders is available in Quigley’s definitive proxy statement filed with SEC
on April 2, 2009.
CONTACT:
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Gerard M. Gleeson
The Quigley Corporation
Vice President, CFO
(215) 345-0919
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Mark Harnett / Bob Marese
MacKenzie Partners, Inc.
(212) 929-5500
Quigley@mackenziepartners.com
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Carl Hymans
G. S. Schwartz & Co.
212-725-4500
carlh@schwartz.com
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