UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): June 12,
2009
THE
QUIGLEY CORPORATION
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
or other
jurisdiction
of incorporation)
|
0-21617
(Commission
File
Number)
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23-2577138
(I.R.S.
Employer
Identification
No.)
|
|
Kells
Building,
621
Shady Retreat Road, P.O. Box 1349
Doylestown,
PA
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18901
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|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (215) 345-0919
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On June 12, 2009, Guy J. Quigley
resigned from his positions as President and Chief Executive Officer of The
Quigley Corporation (the “Company”), effective as of
such date.
Item
8.01. Other
Events.
On May 20, 2009, seven new individuals
(the “New Directors”)
were nominated and duly elected to the board of directors (the “Board”) of the Company by
shareholders at the Company’s annual meeting. On May 29, 2009, the
Company initiated an action in the United States District Court for the Eastern
District of Pennsylvania (the “Court”) to prevent the New
Directors from being seated as directors of the Company. On May 29,
2009, the Court issued a standstill order, requiring the Company to keep the
status quo in place, pending a further ruling of the Court.
On June 1, 2009, IVS Associates, Inc.,
the inspector of election for the annual meeting determined that the New
Director nominees received a larger number of votes than the Company’s incumbent
directors.
On June 12, 2009, the Court issued a
Decision and Order, finding no merit to the Company's claims to enjoin the New
Directors from being seated and directed that the standstill order be
lifted. The Order of the Court cleared the way for the New Directors
to take office, effective June 12, 2009. The New Directors comprise
the entire board of directors at this time. On June 12, 2009,
Mr. Ted Karkus was unanimously elected Chairman of the Board.
A copy of a press release issued
by the Company discussing the events described in this Item 8.01 is filed as
Exhibit 99.1 to this current report on Form 8-K.
The names of each of the New Directors,
along with biographical information, are provided directly below.
Ted Karkus, age 50, is the
managing member of Forrester Financial, LLC which he founded in
2001. Forrester is a management consulting firm providing a wide
range of services to emerging-growth companies. Forrester’s services
include the structuring and raising of working capital as well as assisting
management in developing operational, marketing and financial
strategies. He is the primary investor in all portfolio company
financings. Mr. Karkus has extensive relationships with investment
bankers, the media and a network of institutional investors and high net worth
individuals. Mr. Karkus was instrumental in assisting the turn around
of ID Biomedical, an influenza vaccine manufacturer, which in 2005 was sold to
GalaxoSmithKline for over $1.4 billion. He provided financing,
investment bankers, substantial sponsorship and successfully advocated for the
restructuring of management.
Mr.
Karkus has 25 years of experience in securities and capital markets including 2
years with Fahnestock & Co. Inc., a full-service brokerage firm, where he
was Senior Vice President, Director of Institutional Equities and 4 years at
S.G. Warburg, an investment bank, where he was an institutional equity salesman
and developed a large network of institutional investors. Mr. Karkus
graduated with an MBA from Columbia University Graduate School of Business in
1984 where he received Beta Gamma Sigma honors. He graduated Magna
Cum Laude from Tufts University in 1981.
Mark Burnett, age 49, is the
EVP and CFO for MercBloc, LLC, which he co-founded in 2007. MercBloc,
LLC is a financial services administrator that has raised more than $500 million
for investment from over 70 high net worth individuals. Since 1996,
Mr. Burnett was in the business of building residential homes in the Nassau
County region of Long Island, NY. For over 25 years, he also owned a
seat on the New York Mercantile Exchange and started his career trading heating
oil and crude oil futures contracts. He is still a member of NYMEX
and currently holds memberships in the Chicago Climate Futures Exchange
(C.C.F.E.) and the Intellectual Property Exchange International
(I.P.X.I.). Mr. Burnett graduated with a double Bachelor of Arts from
the State University of New York at Stony Brook in 1981.
John DeShazo, age 58, is the
CEO of FBN Construction Company, Inc. which he founded in 1976. FBN
Construction Company has established itself as one of the premier high-end
residential construction contractors in the Greater Boston area. He
is recognized by the national Association of Home Builders (NAHB) as a Certified
Graduate Remodel (CGR), a Certified Aging in Place Specialist, a Certified Green
Specialist and holds a Massachusetts and Boston Construction Supervisor’s
License. Mr. DeShazo has been recognized as the Builder of the Year
and the Remodeler of the Year by the City of Boston and the State of
Massachusetts as well as receiving numerous prestigious honors by the Builders
Association of Greater Boston.
Mark Frank, age 47, is the
President of a division of GSW Worldwide in Newtown, Pa. GSW is one
of the largest health care advertising companies in the world with offices in 13
major markets. Mr. Frank has served as President since 2005 and was
Executive Vice President before that. Mr. Frank has extensive
marketing, advertising and brand development experience in the areas of
pharmaceuticals/biotechnology, medical device and diagnostics and health and
wellness. GSW is a subsidiary of inVentiv Health (NASDAQ:
VTIV). InVentiv Health, Inc. provides a broad range of services to
companies in the health care industry and its client roster is comprised of more
than 350 leading pharmaceutical, biotech, life sciences and healthcare payor
companies, including all top 20 global pharmaceutical
manufacturers. Prior to his 11 years with GSW/inVentiv Health, he was
a Director of Marketing for Novartis Pharmaceuticals, which develops and markets
patent protected prescription drugs, leading the development and marketing of
several significant brands in various therapeutic categories. Mr.
Frank graduated with a BS degree in Exercise Science in 1983 and a MS degree in
Public Health in 1990 – both from the University of Massachusetts at
Amherst.
Louis Gleckel, MD, age 53,
co-founded ProHealth Care Associates in 1997, a comprehensive state of the art
multi-specialty physician group practice with offices in Long Island and Bronx,
NY. He is the Division Chief of Cardiology and Internal Medicine
specializing in Preventative Cardiology, Metabolic Syndrome and Internal
Medicine with particular emphasis on complications from high risk patients
having Diabetes and Heart Disease. He was named to New York
Magazine’s Best Doctors list for 3 years, New York Metro Area Best Doctors list
for 14 years and the new 2008 Nassau County Best Doctors list. For
over 10 years Dr. Gleckel has been a team physician for the NY Jets and NY
Islanders as well as for the tennis players at the US Open. Dr.
Gleckel also served as Chairman of the Board of Invicta Corporation, a
development stage company that designed, manufactured and marketed photochromic
eyeglass lenses, for approximately 4 years until his resignation in February
2005.
Mark Leventhal, age 60, joined
The Beacon Companies, LLP, a family business, full time in 1974 and was a
General Partner. Beacon developed office buildings, hotels, retail and multi
family housing throughout the United States. Some of the projects in the Boston
area: Rowes Wharf consisting of 100 luxury condos, 400,000 square feet of office
space, a 230 room hotel, and a marina; One Post Office Square 750,000 sq. ft. of
office space; three additional hotels (over 700 rooms) including the Meridian
Hotel; over 2500 multifamily housing units in and around Boston; and One, Two
and Three Center Plaza.
Many of
these properties formed the foundation for Beacon Properties, a REIT which went
public with a $400 million valuation in 1994 and was listed on the New York
Stock Exchange (symbol:BCN). Beacon Properties was subsequently sold
to Equity Office Properties, an owner and operator of a national portfolio of
office buildings, for approximately $4.4 billion in 1997. Since that
time, Mr. Leventhal has continued to invest in real estate in Massachusetts,
Rhode Island and Connecticut. Mr. Leventhal holds a Bachelor’s degree
in Civil Engineering from Northeastern University.
James McCubbin, age 45, is the
Executive Vice President and Chief Financial Officer of WidePoint Corporation
(NYSE AMEX: WYY). He also serves on WidePoint's Board of Directors and is its
Secretary and Treasurer. Widepoint is a leading provider of Identity
Access Management and Multi-Factor Authentication solutions offering advanced
information technology through its innovative solutions to the government and
commercial markets. Mr. McCubbin was promoted to Executive Vice
President and Chief Financial Officer of WidePoint in May 2008. Prior
to that time, from August 1998 till May 2008, Mr. McCubbin served as WidePoint's
Vice President and Chief Financial Officer. Prior to that time, from
December 1997 to August 1998, Mr. McCubbin served as WidePoint's Vice President,
Controller, Assistant Secretary and Treasurer. Prior to the
commencement of his employment with WidePoint in November 1997, Mr. McCubbin
held various financial consulting, management, and/or staff positions with
several companies in the financial and government sectors including but not
limited to Memtec America Corporation, a continuous microfiltration water
technology company, McBee Consulting, a healthcare consulting firm, Martin
Marietta presently known as Lockheed Martin a multinational aerospace
manufacturer and advanced technology company formed in 1995 by the merger of
Lockheed Corporation with Martin Marietta Corporation, and Ernst and Young, an
international auditing and accounting firm. Mr. McCubbin presently
serves on the Board of Directors of Tianjin Pharmaceutical Company (NYSE AMEX:
TPI). Tianjin engages in the development, manufacture, marketing, and
sale of traditional Chinese medicines and other pharmaceuticals in the Peoples
Republic of China. It manufactures a portfolio of 38 products, as
well as has a pipeline of 47 products, which are pending regulatory approvals
with the China State Food and Drug Administration. The Company was
founded in 1994 and is based in Chengdu, the Peoples Republic of
China. Mr. McCubbin presently serves as Tianjin's Chairman of its
Audit Committee, Nominating Committee, and Compensation
Committee. Mr. McCubbin was on the Board of Directors of Redmile
Entertainment, a worldwide developer and publisher of interactive entertainment
software, and served as its Audit Committee Chairman until his resignation on
March 1, 2008. Mr. McCubbin provides financial consulting services to
small cap companies and has either served on or assisted various Boards of
Directors over the past seven years. Mr. McCubbin is a graduate of
the University of Maryland with a Bachelor of Science Degree in Finance and a
Masters Degree in International Management.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
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No.
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Description
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99.1
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Press
Release of the Company, dated June 15,
2009
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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The
Quigley Corporation
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By:
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/s/ Gerard M.
Gleeson
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Gerard M. Gleeson
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Vice President and Chief
Financial Officer
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Date: June
16, 2009
EXHIBIT INDEX
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No.
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Description
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99.1
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Press
Release of the Company, dated June 15,
2009
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