FOR IMMEDIATE
RELEASE
CONTACT:
|
|
Ted
Karkus
|
Carl
Hymans
|
Chairman
of the Board, CEO
|
G.S.
Schwartz & Co.
|
(215)
345-0919 ext. 114
|
(212)
725-4500 ext. 304
|
|
carlh@schwartz.com
|
THE
QUIGLEY CORPORATION UPDATES AND AMENDS BY-LAWS
AND RIGHTS AGREEMENT
DOYLESTOWN, Pa., August 18,
2009 — The Quigley
Corporation “The
Company” (Nasdaq: QGLY), www.quigleyco.com, today announced that its
Board of Directors has approved updating and amending its By-laws and Rights
Agreement.
The
By-laws of the Company were amended and restated to reflect accepted best
practices, including updates with respect to Nevada corporate law and to provide
advance notice procedures for stockholder nominations for directors and
stockholder proposals.
The
amendment to the Rights Agreement is comprised of two primary
revisions. The first revision updates and broadens the Rights
Agreement’s definition of “Beneficial Ownership” by providing for the definition
to capture derivative instruments. The second revision removes a provision which
excluded Mr. Guy J. Quigley, the former Chairman of the Company, who was not
reelected to the Board by stockholders in 2009, from the definition of
“Acquiring Person”. Mr. Quigley voluntarily resigned as President and
Chief Executive Officer of the Company in June 2009. The amended
Rights Agreement permits Mr. Quigley to continue to own 3,373,764 shares of
common stock, plus any shares he might acquire by exercise of previously issued
stock options, without triggering the rights pursuant to the Rights
Agreement.
For more
information concerning the provisions contained in the By-laws and the Rights
Agreement, please see the Company’s Current Report on Form 8−K regarding this
matter.
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 and sugar free tablets clinically proven to significantly reduce the
severity and duration of the common cold. 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 including Quigley
Manufacturing Inc., which consists of an FDA approved facility to manufacture
Cold-EEZE® lozenges
and fulfill other contract manufacturing opportunities, and Quigley Pharma,
Inc., (http://www.QuigleyPharma.com), which 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.