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): April 27,
2010
THE
QUIGLEY CORPORATION
(Exact
name of registrant as specified in its charter)
|
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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|
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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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other Events.
On or about April 2, 2010, The Quigley
Corporation (the “Company”) furnished or
otherwise made available to stockholders its Proxy Statement describing the
matters to be voted upon at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at
The Aldie Mansion, 85 Old Dublin Pike, Doylestown, PA 18901, on Wednesday, May
5, 2010 at 4:00 p.m., local time.
At the Annual Meeting, stockholders are
being asked, among other things, to vote on a proposal to ratify The Quigley
Corporation 2010 Directors’ Equity Compensation Plan (the “Directors’ Plan”) (identified
as Proposal 5 in the Proxy Statement).
Following our review of the recently
published analysis of this proposal by a leading proxy advisory firm and in
order to facilitate stockholder approval of the Directors’ Plan, the Board has
agreed, in consultation with the proxy advisory firm, that, if the Directors’
Plan is approved by stockholders at the Annual Meeting, the Board will approve,
immediately following the Annual Meeting, an amendment to the Directors’ Plan
that will provide for certain prohibitions on repricings of awards issued under
the plan. Specifically, the amendment would amend Section 4 of the
Directors’ Plan by deleting the seventh sentence from said Section and replacing
in lieu thereof the following sentence:
“Awards
may, in the discretion of the Committee, be awarded under the Plan in assumption
of, or in substitution for, outstanding Awards previously granted by the
Company, any of its Affiliates or any of their respective predecessors, or any
entity acquired by the Company or with which the Company combines; provided however, subject to
Section 8 hereof, that without stockholder approval (i) the terms of outstanding
Awards may not be amended to reduce the exercise price of outstanding Options
and (ii) outstanding Options may not be cancelled in exchange for cash, other
awards or Options with an exercise price that is less than the exercise price of
the original Options.”
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.
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Chief
Operating Officer
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Date:
April 27, 2010