The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 14,836,340 Shares outstanding as of August 13, 2012, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on August 13, 2012.
As of the date hereof, Mr. Quigley beneficially owns 2,985,264 Shares, constituting approximately 20.1% of the Shares outstanding, consisting of 2,581,559 Shares owned directly by Mr. Quigley and 403,705 Shares owned directly by Mr. Quigley’s spouse that Mr. Quigley may also be deemed to beneficially own. Mr. Quigley disclaims beneficial ownership of the Shares owned directly by his spouse.
Item 5(b) is hereby amended and restated to read as follows:
(b) Mr. Quigley has sole voting power with respect to 1,128,132 Shares he owns directly (excludes the remaining 1,453,427 Shares he owns directly that are subject to an Irrevocable Proxy as discussed in further detail in Item 6) and sole dispositive power with respect to the Shares he owns directly. Mr. Quigley shares with his spouse voting and dispositive power with respect to the Shares owned directly by his spouse.
Item 5(c) is hereby amended to add the following:
(c) Reference is made to the Stock Option Agreement described in further detail in Item 6.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended to add the following:
On September 4, 2012, Mr. Quigley entered into a Stock Option Agreement with Matrixx Initiatives, Inc. (“Matrixx”) pursuant to which Mr. Quigley sold to Matrixx an option (the “Option”) to acquire 1,453,427 Shares owned by Mr. Quigley, representing approximately 9.8% of the Issuer’s outstanding Shares (the “Option Shares”), for an exercise price of $1.40 per Share or $2,034,797.80 in the aggregate (the “Option Price”), pursuant to the terms and conditions contained therein. The aggregate purchase price paid by Matrixx for the Option was $200,000.
The Option expires on the earliest to occur of (i) Matrixx’s failure to deliver written notice to Mr. Quigley of its intent to exercise the Option within thirty (30) calendar days after the date of the Stock Option Agreement, (ii) Matrixx’s failure to pay the Option Price and (iii) the date that is three (3) years from the date of the Stock Option Agreement (the “Expiration Date”). The Option may be exercised in whole, but not in part, by Matrixx at any time prior to the Expiration Date.
The foregoing description of the Stock Option Agreement is qualified in its entirety by reference to the Stock Option Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In connection with the Stock Option Agreement, Mr. Quigley delivered to Matrixx an Irrevocable Proxy pursuant to which Matrixx is entitled to (i) exercise all voting and other rights pertaining to the Option Shares and (ii) exercise any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Option Shares as if it were the absolute owner thereof. The Irrevocable Proxy expires upon the earlier of (i) the date Matrixx exercises the Option in full and (ii) the Expiration Date.
The foregoing description of the Irrevocable Proxy is qualified in its entirety by reference to the Irrevocable Proxy, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended to add the following exhibits:
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99.1
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Stock Option Agreement by and between Guy J. Quigley and Matrixx Initiatives, Inc., dated September 4, 2012.
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99.2
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Irrevocable Proxy, dated September 4, 2012.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: September 6, 2012
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GUY QUIGLEY
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