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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a Party other than the Registrant o
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appropriate box:
o Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
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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of Filing Fee (Check the appropriate box):
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computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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On May
13, 2009, The Quigley Corporation delivered the following letter to
stockholders:
May 13,
2009
Dear Fellow
Stockholders:
THE
LEADING INDEPENDENT PROXY ADVISORY FIRMS HAVE
REJECTED
TED KARKUS’ BID TO TAKE CONTROL OF
THE
QUIGLEY CORPORATION
FOLLOW
THEIR RECOMMENDATIONS AND SUPPORT
THE QUIGLEY
CORPORATION INCUMBENT
DIRECTORS
VOTE
THE WHITE PROXY CARD TODAY
The
Quigley Corporation proxy statement for the 2009 Annual Meeting, along with a
WHITE proxy card, were
mailed to you previously. No matter how many shares you may own, we urge all
stockholders to protect your investment and vote the WHITE card
today. Also, please disregard any proxy materials and blue proxy card
you may receive from dissident stockholder Ted Karkus
(“Karkus”). Even though he has no specific plans whatsoever for
running your Company, Karkus is attempting to take control of your Company and
replace your Company’s entire incumbent Board of Directors with his slate of
inexperienced nominees at the 2009 Annual Meeting. Not surprisingly,
both RiskMetrics Group (“RMG”), (formerly ISS-Institutional Shareholder
Services), and Glass Lewis & Co. (“Glass Lewis”), the leading independent
proxy advisory firms, saw right through Karkus’ plan to take control of your
Company and have recommended that stockholders reject the Karkus
nominees. We urge you to follow their recommendations and support the
Company’s incumbent directors by voting the WHITE card today.
KARKUS
HAS NO STRATEGIC
PLAN FOR YOUR COMPANY
RMG
and Glass Lewis have each recommended that stockholders vote the Quigley
Corporation WHITE proxy card and reject dissident investor Karkus’ solicitation
seeking control of the Board of Directors. Both governance advisory services
note that Karkus has not provided a detailed plan to manage the
Company.
In its May 10, 2009 report, RMG stated
that it believes that Karkus’ plan is “very general and lacks specifics,”
thereby making it difficult for shareholders to know what they would do
differently. RMG requires dissidents to provide a
well-reasoned and detailed business plan, including strategic initiatives, a
transition plan that describes how the change in control of the Company will be
effected, and if applicable, identification of a qualified and credible new
management team. RMG
noted that dissident Karkus has not met these requirements.
WHILE
KARKUS HAS NO SPECIFIC PLANS TO SPEAK OF, YOUR CURRENT BOARD AND MANAGEMENT TEAM
“HAVE AN EFFECTIVE
PLAN IN PLACE”
Glass Lewis in its May 10, 2009 report
said that the incumbent Board
and management have an effective plan in place and noted the long-term
performance of the Company’s Pharma business. Glass Lewis recommends that
stockholders vote FOR all the Quigley Corporation incumbent
nominees.
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.
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.
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 (COLD-EEZE®) 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. 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.
INCUMBENT
BOARD MEMBERS ARE ALSO INVESTORS AND THEIR INTERESTS ARE ALIGNED WITH FELLOW
STOCKHOLDERS
Guy
Quigley personally owns more than 2.5 million shares, or approximately 20% of
the common stock of the Company, and Chuck Phillips personally owns more than 1
million shares, or approximately 7.8% of the common stock of the
Company. Unlike 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.
DON’T
GIVE UP CONTROL OF YOUR COMPANY TO AN UNPROVEN SLATE OF INEXPERIENCED
NOMINEES
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. Glass Lewis apparently agrees,
noting that just one of the dissident nominees
has relevant pharmaceutical industry exposure and public company board
experience.
With
diverse senior level business and industry experience and in-depth knowledge of
the Company, your Board is singularly qualified to make The Quigley Corporation
a stronger, more profitable, and more valuable company. 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.
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.
| Sincerely, | ||
| /s/ Guy J. Quigley | ||
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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/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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