¨
|
Preliminary Proxy
Statement
|
¨
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
¨
|
Definitive Proxy
Statement
|
x
|
Definitive
Additional Materials
|
¨
|
Soliciting
Material Pursuant to §240.14a-12
|
x
|
No fee
required.
|
¨
|
Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
(5)
|
Total
fee paid:
|
¨
|
Fee paid previously
with preliminary materials.
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
Previously Paid:
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
(3)
|
Filing
Party:
|
(4)
|
Date
Filed:
|
|
·
|
This
lawsuit has cost shareholders an enormous amount of money. How much of
your Company’s treasury has been tapped in a failed attempt to prevent us
from offering you a choice in this election?
|
|
·
|
What
purpose was served by bringing this lawsuit other than to try and prevent
you, the shareholders, from having the ability to vote for new board
members and to vote for change?
|
|
·
|
It remains
undisputed that Gary Quigley, brother of Chairman Guy Quigley, shows up as
a large stockholder in Innerlight Holdings within days of the sale to
Innerlight. And, we still do not understand why “royalties” are paid by
Innerlight to ScandaSystems, an offshore company in which Gary Quigley is
disclosed to be a principal and a major
stockholder.
|
|
·
|
It
remains undisputed that the incumbent board approved the Darius/Innerlight
transaction.
|
|
·
|
It
remains undisputed that they permitted the sale of Darius for a mere
$1million in cash plus assumption of certain Darius obligations, even
though Darius had turned around and was profitable before the
sale.
|
|
·
|
It
remains undisputed that the buyer, Innerlight Holdings, has filed
statements with the SEC reporting that the Darius business went on to
generate impressive revenues and profits in
2008.
|
|
·
|
The
Innerlight Holdings registration statements reported net sales of $2.188
million and Income from Operations
of $131,369 for Darius (Innerlight Inc.) for the first two months
of 2008 (before the sale).
|
|
·
|
That
registration statement reported net sales of
$14,556,000 and Income from Operations
of $2.507 million for Innerlight Holdings for the remainder of 2008
(after the sale).
|
|
·
|
Your
Company, The Quigley Corporation, received just $1 million dollars cash
for Darius/Innerlight Inc.
|
|
·
|
Is
that really all that Darius was worth? Why does Gary Quigley receive
royalty payments from Innerlight
Holdings?
|
|
·
|
Spending
on Research and Development has continued to shrink. Under the current
Board’s stewardship, in the first quarter of 2009, the Company spent less
than $250,000 on R&D while losing over $2
million.
|
|
·
|
Wouldn’t
the enormous amount of money spent in litigation trying to prevent us from
seeking Board seats have been better spent on
R&D?
|
|
·
|
With
the incumbent board, will excessive compensation to management and their
family members continue? Will the decline in revenues and posting of
losses continue? Will shareholders’ equity continue to drop? Will R&D
spending continue to decline?
|
|
·
|
In
a press release and letter to you dated May 7th,
the Company told you the following:
|
|
·
|
The
incumbent outside directors own a total of 500 shares of stock. They have
no real investment in your Company.
|
|
·
|
By
contrast, the Shareholder Nominees own 1,309,323 shares of stock that were
bought and paid for with their own funds. We are long term investors in
the Company. We only
profit if you profit.
|
|
·
|
We
are exercising our right to nominate and vote for a new Board of Directors
to protect your investment and ours. We hope that you appreciate and
support our earnest efforts.
|
|
·
|
We
have no current interest or plans to restructure the Company or sell off
any operations. The current board missed this opportunity a
long time ago. Cold-Eeze revenues have dropped so
precipitously, and market conditions have changed so dramatically, that we
just don’t believe that now is the time to divest any
assets.
|
|
·
|
Our
goal is to stabilize OTC revenues, eliminate excessive compensation and
make sure overhead is in line with revenues so that we can return to
profitability and allow the Company to increase, rather than decrease,
critical R&D spending. Elect a strong and experienced Board
of Directors by voting for the Shareholder Nominees. Let us return our
Company's Over-The-Counter products business to profitability and increase
R&D spending. Let us implement long term plans to build a valuable
Pharma division and a valuable
Company.
|