UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
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REQUIRED IN PROXY STATEMENT
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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 May 7,
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. – May 7, 2009 – The Quigley Corporation, (Nasdaq:
QGLY), www.quigleyco.com, today announced it has
issued an open letter to stockholders urging them to reelect its experienced and
highly qualified Board of Directors by voting the WHITE proxy card by telephone,
Internet or mail today. In urging its stockholders to reject
dissident stockholder Ted Karkus’ control-seeking solicitation in connection
with the 2009 Annual Meeting of Stockholders, the Company noted the following,
among other things, in the letter:
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Karkus
has no strategic plan for the
Company;
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The
Quigley Corporation has a carefully developed long-term strategic plan
that is showing significant progress, including the recent positive
finding for its QR-333 drug for the treatment of Diabetic Peripheral
Neuropathy; and
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Karkus’
proposed slate of nominees have little to no relevant industry experience
and most have never served on a public company board of
directors.
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The text
of the letter to stockholders follows:
May 7,
2009
Dear
Fellow Stockholders,
WHO
DO YOU WANT LEADING THE QUIGLEY CORPORATION
IN
TODAY’S CHALLENGING ECONOMIC ENVIRONMENT?
SEASONED
DIRECTORS AND EXECUTIVES
OR
A GROUP OF OPPORTUNISTIC INVESTORS WITH LITTLE TO NO
RELEVANT INDUSTRY EXPERIENCE?
RELEVANT INDUSTRY EXPERIENCE?
WE
BELIEVE THE ANSWER IS CLEAR
SUPPORT
THE QUIGLEY CORPORATION’S BOARD OF DIRECTORS
VOTE
THE WHITE PROXY CARD TODAY
By now
you should have received The Quigley Corporation proxy statement for our 2009
Annual Meeting, along with a WHITE proxy
card. We urge all stockholders to protect your investment and vote
the WHITE card
immediately. Disregard any proxy materials you may receive from
dissident stockholder Ted Karkus, who is seeking to replace your Company’s
entire incumbent Board of Directors.
MANAGEMENT’S
STRATEGIC PLAN HAS BEEN CAREFULLY DEVELOPED AND EXECUTED – AND IT’S
WORKING!
The
Quigley Corporation, under the guidance of the incumbent Board and management,
has a carefully developed long term strategic plan to increase stockholder value
by investing a share of the profits from its successful, market leading OTC
homeopathic cold remedy to self-fund research and development of
naturally-derived medicinal compounds for which there is enormous market
potential.
On April
30, 2009 the Company issued a major announcement regarding noteworthy results
from Phase II testing of its QR-333 compound to treat Diabetic Peripheral
Neuropathy:
POSTIVE
FINDING FOR QR-333 COMPOUND TO TREAT DIABETIC PERIPHERAL NEUROPATHY EXPANDS
POTENTIAL
Diabetic
Peripheral Neuropathy is a common complication of diabetes associated with nerve
damage in the feet and hands. According to the American Diabetes
Association, over 20 million people in the U.S. have diabetes, which grew 13.5%
from 2005 to 2007. According to Datamonitor, the market for drugs to treat this
problem is $2.8 billion today and is expected to grow to $6.0 billion by
2017. The clinical study of the QR-333 compound showed a
sizeable increase in nerve conduction speed and strength of sensory nerve
signals, suggesting that the compound may have the potential to both reverse and
stop nerve damage. Your management team is on track to explore
multiple next step options for the compound, which include, among possible
avenues, potential partnering and licensure with major pharmaceutical
companies. We believe our success will not just be limited to QR-333.
The Company has other ethical pharma products in the development pipeline that
we are also excited about.
OUR
BOARD IS COMMITTED TO ALIGNING EXECUTIVE COMPENSATION WITH STOCKHOLDER
INTERESTS
The
results of our core business, COLD-EEZE and its related products, have been hurt
recently by a particularly weak cold season. This softness has been
felt not just by The Quigley Corporation, but by the entire
sector. In response to the current economic downturn and as part of
the Company’s efforts to reduce costs and align executive performance with
stockholder value, the base salaries for Guy J. Quigley, the Company’s President
and CEO and Charles A. Phillips, the Company’s Executive Vice President and
Chief Operating Officer have been reduced 18.12% and 18.07%, respectively, for
2009 as part of the Company’s overall cost containment efforts amid current
market conditions and the continuing global economic challenge. The
Compensation Committee has also rescinded the cash-incentive portion of
executive bonuses for 2009 such that any performance-based bonuses would be
based solely on any increase in the Company’s stock
price.
KARKUS
HAS NO STRATEGIC
PLAN FOR YOUR COMPANY
Karkus’
proxy materials DO NOT
present any plan or functional strategies for The Quigley Corporation. The best
he can offer in his proxy materials is a boilerplate agenda which includes
reviewing the Company’s management, structure and corporate governance
policies. This so-called “strategic plan” reflects no knowledge or
insight of the Company’s business model, products, operations, markets or
long-term strategies/objectives. If Karkus and his slate of nominees
have no specific plans for your company, should you simply trust that they will
figure it out?
On the
other hand, your incumbent Board and management know the Company, have an
effective plan, and are on track with goals and objectives. We are
constantly evaluating new opportunities and strategies always with the focus of
enhancing stockholder value.
INCUMBENT
BOARD MEMBERS ARE ALSO INVESTORS AND THEIR INTERESTS ARE ALIGNED WITH FELLOW
STOCKHOLDERS
All of
your current board members are proven executive leaders. All have
management, public company, Board and Quigley experience and many are
significant stockholders in The Quigley Corporation. Mr. Quigley personally owns
more than 2.5 million shares, or approximately 20% of the common stock of the
Company, and Mr. Phillips personally owns more than 1 million shares, or
approximately 7.8% of the common stock of the Company. Unlike Mr.
Karkus, who has engaged in an opportunistic pattern of buying and selling shares
of your Company over the past several years, at no point in time has either Mr.
Quigley or Mr. Phillips cashed in their respective equity ownership in the
Company for personal gain. Your incumbent Board shares a mutual goal
in seeing our Company succeed and we continue to work diligently on implementing
ideas and strategies that are designed to enhance stockholder
value.
We
believe it is important to note that in line with best corporate governance
practices The Quigley Corporation does not have a staggered or classified Board
and all Directors stand for election annually. A majority of the
Board is independent - four of seven of your current directors are independent
members who serve on the Audit and Compensation Committees.
THE
PROPOSED KARKUS SLATE OF NOMINEES CONSISTS MOSTLY OF HIS PARTISAN FRIENDS – WHO
HAVE LITTLE TO NO RELEVANT INDUSTRY EXPERIENCE
Karkus’
proposed slate of nominees is primarily comprised of a group of individuals with
whom he has had personal or professional dealings. We do not believe
these individuals have the experience or qualifications to advance the interests
of The Quigley Corporation and its stockholders. The background and
expertise of his group includes financial services, marketing, construction and
hospitality, as well as his personal physician. Karkus has nominated partisan
individuals with minimal if any public company, pharmaceutical, manufacturing or
other related experience. Simply put, they lack the necessary
qualifications we believe are required to direct the future of The Quigley
Corporation.
KARKUS
HAS NEVER BOTHERED TO CONTACT THE BOARD OF DIRECTORS
Karkus
has never attempted to engage in a constructive dialogue with your incumbent
Board about steps he believes should be taken to enhance stockholder value.
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 appreciate input from our fellow stockholders, but
we will not allow one stockholder to plunder the Company at the expense of all
other stockholders.
DON’T
GIVE UP CONTROL OF YOUR COMPANY TO AN UNPROVEN SLATE OF INEXPERIENCED
NOMINEES
Mr.
Karkus personally claims to own less than 5% of the outstanding shares of your
Company, yet he is seeking to gain control of the Company’s entire
Board. A private investor who has engaged in an opportunistic pattern
of buying and selling shares of your Company over the past several years should
not be entrusted to run your Company. We believe Karkus is more
concerned with personal gain than with the best interests of the Company or our
fellow stockholders. We believe that the real motive behind Karkus’
campaign is to wrest control of The Quigley Corporation from its true owners,
the stockholders, without compensating them.
Your
Board is singularly qualified, with diverse senior level business and industry
experience and in-depth knowledge of The Quigley Corporation. The incumbent
Board, together with your senior management team, has the industry and
operational experience to manage this unique company, which combines a leading
OTC product marketer with a pharmaceutical R&D subsidiary.
We
believe that in his attempt to gain control of your Company, Karkus is
effectively asking you to start over again with a new and unqualified
Board. We’ve come too far and achieved many key milestones, and with
your continued support, we will stay on course and further implement our
strategic plans to enhance stockholder value.
PROTECT
YOUR INVESTMENT – VOTE THE WHITE PROXY
TODAY
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
today and to discard any materials that you may receive from
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
Karkus’ attempt to take over the Company and your Board will be able to get back
to the business of enhancing stockholder value.
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.
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Sincerely,
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Guy
J. Quigley
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Chairman
of the Board, President and
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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/ProxyServices/ViewMaterial.asp?CoNumber=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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