UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
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1934
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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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of Persons(s) Filing Proxy Statement, if Other Than the
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On May
19, 2009, The Quigley Corporation issued the following press
release.
FOR
IMMEDIATE RELEASE
DISSIDENT
STOCKHOLDER TED KARKUS FOUND TO HAVE UNDISCLOSED FINANCIAL ARRANGEMENTS WITH DR.
RICHARD A. ROSENBLOOM,
COO
OF QUIGLEY PHARMA, FROM 2008 TO DATE OF PROXY
-ROSENBLOOM
SUSPENDED WITHOUT PAY PENDING FURTHER INVESTIGATION-
DOYLESTOWN, PA. - May 19, 2009 - The
Quigley Corporation, (Nasdaq: QGLY), www.quigleyco.com,
today announced that it has uncovered an improper financial relationship between
Ted Karkus and the Company's Quigley Pharma, Inc. wholly-owned subsidiary COO,
Dr. Richard A. Rosenbloom. The Company has come into possession of documentary
evidence of undisclosed payments from Karkus to Rosenbloom continuing at least
since 2008.
The
Company is investigating as to whether any material non-public information was
communicated from Rosenbloom to Karkus.
In April
of 2008, Karkus solicited Charles Phillips, COO of The Quigley Corporation since
1989, to join him and others in a proxy fight to unseat the Management and Board
of The Quigley Corporation. Phillips rejected the Karkus
proposal. Shortly after this rejection, Karkus entered into a
financial arrangement with Rosenbloom.
In a case
brought by the Company in the Eastern District Court of Pennsylvania against
Karkus and his slate of proposed directors, Karkus answered under oath "no" in his deposition when
asked if he had any financial or other arrangements with any member of The
Quigley Corporation's staff.
All
employees of The Quigley Corporation received a notice in May of 2008 requiring
that any contact with any shareholder be communicated to Management and
memorialized. On April 13, 2009 the Company sent the same notice to
all employees asking for written responses. Dr. Rosenbloom stated
that he had no contact with any shareholder and, in particular, had no contact
with Ted Karkus.
Guy J.
Quigley, Chairman, President and Chief Executive Officer of The Quigley
Corporation, stated, "On two separate occasions I contacted the entire staff of
The Quigley Corporation asking for written confirmation of any contact with
Karkus and his proxy group. Dr. Richard Rosenbloom denied any contact
with Karkus. This matter has been forwarded to the Audit Committee
and the Company's auditors, Amper, Politziner & Mattia, for investigation
and review. The Company is also reviewing its duties to notify the
United States Attorney and the District Attorney of Bucks County of these
actions.”
Richard
Rosenbloom has been suspended from duty pending further investigations and the
Company has appointed Michael Petteruti as COO of the Pharma division. Since
joining Quigley, Petteruti has established and administered over $10M in
capital, operating, R&D, and project budgets; authored and implemented
strategic business development and market research plans; developed and
communicated short-term and long-range goals throughout the organization;
negotiated and managed development agreements with service providers and experts
on key product and drug candidates such as QR-333, QR-448, QR-336; and also
oversees the Company’s patent portfolio.
Mr.
Petteruti is spearheading business development efforts which have translated
into the licensing of the Quigley Pharma scar patent QR-340 and has recently
opened discussions with a number of potential collaborators / licensees for
other Pharma drug and product candidates.
Mr.
Petteruti is responsible for the consolidation and closure of the smaller
Quigley Manufacturing Elizabethtown facility and the implementation of a
contract manufacturing business development plan for the Company’s Lebanon OTC
facility.
Prior to
joining The Quigley Corporation, Mr. Petteruti held various executive positions
with the AM Todd Company as Vice President of New Business Development, Vice
President Technical Services as well as Vice President of Operations and
Technical Services and Vice President of Sales and Marketing for a Todd
subsidiary. The AM Todd Company & Group is a seller of natural products,
botanicals, food and flavor ingredients with international
operations.
Mr.
Petteruti has degrees in both microbiology and chemistry.
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.
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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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Investor Relations
Carl Hymans
G. S. Schwartz & Co.
212-725-4500
carlh@schwartz.com
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