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): August 19,
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):
□ 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
1.01. Entry Into a Material Definitive Agreement
On August 19, 2009, The Quigley
Corporation (the “Company”) entered into a
standard form of indemnity agreement with each member of its Board of Directors
and Robert V. Cuddihy, the Chief Operating Officer of the
Company. These agreements provide, among other things, that the
Company will indemnify each Director and Mr. Cuddihy (each, an “Indemnitee”) in the event that
the Indemnitee becomes a party or otherwise a participant in any action or
proceeding on account of the Indemnitee’s service as a Director or Officer of
the Company (or service for another corporation or entity in any capacity at the
request of the Company) to the fullest extent permitted by applicable law. Under
the indemnity agreement, the Company will pay, in advance of the final
disposition of any such action or proceeding, expenses (including attorneys’
fees) incurred by the Indemnitee in defending or otherwise responding to such
action or proceeding upon receipt of a written undertaking from the Indemnitee
to repay the amount advanced consistent with applicable law in the event that a
court shall ultimately determine that he or she is not entitled to be
indemnified for such expenses. The contractual rights to indemnification
provided by the indemnity agreements are subject to the limitations and
conditions specified in the agreements, and are in addition to any other rights
each Indemnitee may have under the Company’s Articles of Incorporation and
Amended and Restated Bylaws, each as amended from time to time, and applicable
law.
A copy of the form of the indemnity
agreement with each Director and Mr. Cuddihy is annexed to this Current Report
on Form 8-K as Exhibit 10.1 hereof.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On
August 19, 2009, the Company entered into employment agreements, effective as of
July 15, 2009, with each of (i) Ted Karkus, Chairman and Chief Executive Officer
of the Company, and (ii) Robert V. Cuddihy, Chief Operating Officer of the
Company.
Under his employment agreement with the
Company, which has a three year term, 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. He is eligible to
receive an annual increase in base salary and may be awarded a bonus, payable in
cash or stock, each in the sole discretion of the Board of
Directors. Mr. Karkus is also subject to non-competition restrictions
for the entire duration of the agreement and for a period of eighteen (18)
months thereafter.
In the
event of the termination by the Company of the employment of Mr. Karkus without
cause or due to a voluntary resignation by him with Good Reason (as defined in
the agreement), Mr. Karkus will be paid a lump sum severance payment in cash
equal to the greater of (A) the amount equal to eighteen (18) months base salary
or (B) the amount equal to the his base salary for the remainder of the term as
if the agreement had not been terminated. Additionally, Mr. Karkus is
entitled to receive a lump sum severance payment in cash equal to the greater of
A or B, if he, within twenty four (24) months of a Change in Control (as defined
in the agreement) of the Company, is terminated without cause or due to a
voluntary resignation by him with Good Reason (as defined in the
agreement).
Mr. Cuddihy will earn a salary of
$275,000 per year as Chief Operating Officer and will receive regular benefits
routinely provided to senior executives of the Company. The term of
his employment agreement is three years. Mr. Cuddihy will also
receive an annual grant of shares of common stock of the Company that is equal
to $50,000, payable quarterly, promptly following the
close of each quarter. The value of the shares will be calculated
based on the average closing price of the Company’s shares for the first five
(5) trading days of the quarter in which the shares are earned. He is
eligible to receive an annual increase in base salary and may be awarded a
bonus, payable in cash or stock, each in the sole discretion of the Board of
Directors. Mr. Cuddihy is also subject to non-competition
restrictions for the entire duration of the agreement and for a period of
eighteen (18) months thereafter.
In the event of the termination by the
Company of the employment of Mr. Cuddihy without cause or due to a voluntary
resignation by him with Good Reason (as defined in the agreement), Mr. Cuddihy
will be paid a lump sum severance payment in cash equal to the greater of (Y)
the amount equal to eighteen (18) months of base salary plus $50,000, or (Z) the
amount equal to base salary, plus any amounts owed to Mr. Cuddihy under Section
4(c) of the agreement with respect to the grant of shares equal to $50,000 per
year, owed throughout the remainder of the term as if the agreement had not been
terminated. Additionally, Mr. Cuddihy is entitled to receive a lump
sum severance payment in cash equal to the greater of Y or Z, if he, within
twenty four (24) months of a Change in Control (as defined in the agreement) of
the Company, is terminated without cause or due to a voluntary resignation by
him with Good Reason (as defined in the agreement).
Copies of the forms of employment
agreements with Messrs Karkus and Cuddihy are annexed to this Current Report on
Form 8-K as Exhibits 10.2 and 10.3 hereof.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
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No.
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Description
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10.1
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Form
of Indemnity Agreement, dated as of August 19, 2009, by and between the
Company and the Company’s Directors and Robert V.
Cuddihy.
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10.2
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Employment
Agreement, dated as of August 19, 2009, by and between the Company and Ted
Karkus.
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10.3
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Employment
Agreement, dated as of August 19, 2009, by and between the Company and
Robert V. Cuddihy.
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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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/s/ Ted
Karkus |
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Ted
Karkus
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Chief
Executive Officer
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Date: August
19, 2009
EXHIBIT INDEX
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No.
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Description
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10.1
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Form
of Indemnity Agreement, dated as of August 19, 2009, by and between the
Company and the Company’s Directors and Robert V.
Cuddihy.
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10.2
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Employment
Agreement, dated as of August 19, 2009, by and between the Company and Ted
Karkus.
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10.3
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Employment
Agreement, dated as of August 19, 2009, by and between the Company and
Robert V. Cuddihy.
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