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): July 15,
2009
THE
QUIGLEY CORPORATION
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other
jurisdiction
of incorporation)
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0-21617
(Commission
File
Number)
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23-2577138
(I.R.S.
Employer
Identification
No.)
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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)
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(Zip
Code)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(c) On
July 15, 2009, Mr. Ted Karkus, the Chairman of the Board of The Quigley
Corporation (the “Company”) and its Interim
Chief Executive Officer, was appointed as Chief Executive Officer of the
Company. Robert V. Cuddihy, Jr. was also appointed as Chief Operating
Officer of the Company.
Mr. Karkus will earn a salary of
$750,000 per year as Chief Executive Officer and will receive regular benefits
routinely provided to senior executives of the Company. There is no
employment agreement memorializing the agreement between Mr. Karkus and the
Company. Mr. Karkus does not have a family relationship with any
director or executive officer of the Company, nor is he a party to any “related
person” transactions with the Company.
Mr. Karkus, age 50, is Chairman of the
Board of the Company. He 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.
Robert V. Cuddihy, Jr. will earn a
salary of $275,000 per year as Chief Operating Officer, an annual grant of
$50,000 in the Company’s common stock, and will receive regular benefits
routinely provided to senior executives of the Company. There is no
employment agreement memorializing the agreement between Mr. Cuddihy and the
Company. Mr. Cuddihy acted as a financial consultant to the Company
from June 19, 2009 through July 15, 2009. Mr. Cuddihy does not
have a family relationship with any director or executive officer of the
Company, nor is he a party to any “related person” transactions with the
Company.
Mr. Cuddihy, age 49, has over 20 years of
experience as the Chief Operating Officer and/or Chief Financial Officer of two
public companies, iDNA Inc. which focused on corporate communications, and HMG
Worldwide Corporation which focused on retail, planning and
merchandising. He served as Chief Financial Officer and Treasurer of
iDNA Inc. from September 2001 through February 2009 and Secretary from January
2003 through February 2009. From July 1987 to March 2001, Mr. Cuddihy
was the Chief Financial Officer of HMG Worldwide Corporation, and also served as
a director of such entity from February 1998 to May 2001. Most
recently, Mr. Cuddihy served as the President of Shannon Hill Associates,
providing due diligence, financial structuring, and transaction negotiation
services for M&A, restructurings and divestitures.
Item
8.01. Other Events.
As previously reported, the Board of
Directors of the Company approved on June 23, 2009 a compensation plan for
non-employee directors in which directors would earn a monthly board fee of
$3,000, payable in both cash and restricted stock of the Company. The
Company will continue to pay the board fees of directors in cash, and will not
pay directors in the form of restricted stock, until such time that the
shareholders of the Company have approved an equity compensation plan for the
Company, consistent with NASDAQ rules.
A copy of a press release issued
by the Company discussing the events described in this Form 8-K is filed as
Exhibit 99.1.
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 July 17,
2009
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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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Gerard
M. Gleeson
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Vice
President and Chief
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Financial
Officer
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Date: July
21, 2009
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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 July 17,
2009
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