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): March 3, 2010
THE
QUIGLEY CORPORATION
(Exact
name of registrant as specified in its charter)
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Nevada
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0-21617
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23-2577138
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(State
or other jurisdiction
of incorporation)
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(Commission
File
Number)
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(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
3.01, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
By letter
dated March 3, 2010, The Quigley Corporation (the “Company”) notified the
Listing Qualifications department of The NASDAQ Stock Market LLC (“Nasdaq”) that
it became aware on March 2, 2010, of its noncompliance with Nasdaq Rule
5605(c)(2)(A).
As stated in the letter, on March 2,
2010, outside legal counsel for the Company learned that on January 5, 2010, the
spouse of Mr. John DeShazo, who is a member of the Company’s audit committee,
had accepted a payment of $15,000 from the Company for consulting services to be
rendered in February 2010.
The Company took prompt action to
regain compliance with Nasdaq Rule 5605(c)(2)(A). Mr. DeShazo
resigned from the audit committee effective as of the close of business on March
2, 2010, and on March 3, 2010, Mr. Mark Frank was appointed to the audit
committee by the Board. Mr. Frank qualifies for audit committee service under
Nasdaq rules.
The Company’s audit committee is now
comprised of three independent directors who qualify for audit committee service
under applicable Nasdaq and Securities and Exchange Commission rules. In
addition, the audit committee of the Board did not take any actions between the
time that Mr. DeShazo’s spouse received the payment on January 5, 2010, and
March 2, 2010.
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/ Robert
V. Cuddihy, Jr. |
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Robert
V. Cuddihy, Jr.
Chief Operating Officer |
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Date: March
5, 2010