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 18,
2009
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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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 1.01 Entry into a Material
Definitive Agreement.
On August
18, 2009, The Quigley Corporation (the “Company”) entered into an amendment
(“Amendment No. 2”) to the Rights Agreement, dated as of September 15, 1998, and
amended as of May 20, 2008, between the Company and American Stock Transfer
& Trust Company, LLC (the “Rights Agreement”). The
amendment updates and broadens the Rights Agreement’s definition of “Beneficial
Ownership” by providing for the definition to capture derivative instruments and
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. Amendment No. 2 permits Mr. Quigley to continue to own the
3,373,764 shares of common stock he has publicly reported, plus any shares he
might acquire by exercise of stock options previously issued by the Company,
without triggering the rights pursuant to the Rights Agreement.
The
foregoing description of the terms and the conditions of Amendment No. 2 does
not purport to be complete and is qualified in its entirety by reference to the
full text of Amendment No. 2, which is attached hereto as Exhibit 10.1 and is
incorporated by reference herein.
Item
3.03 Material Modification to Rights of Security Holders.
The
information set forth in Item 1.01 is incorporated by reference.
Item
5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal
Year.
On August
18, 2009, the Board of Directors of the Company (the “Board”) approved and
adopted the Amended and Restated By-Laws of the Company, which are attached
hereto as Exhibit 3.1 to this Current Report on Form 8-K (the “August 18, 2009
Amended By-Laws”). The following is a summary of the principal
changes contained in the August 18, 2009 Amended By-Laws, which amended the
By-Laws dated December 16, 2008 that were in effect prior to the August 18, 2009
amendments. In addition to the changes listed below, the amendments include
non-substantive changes to clarify or update certain provisions or to be
consistent with applicable law. This description does not purport to
be complete and is qualified in its entirety by reference to the full text of
the August 18, 2009 Amended By-Laws, which is is incorporated by reference
herein.
(i)
Article 1.1 was amended to further provide for the registered office of the
Company;
(ii)
Article 2.1 was amended to provide that the annual meeting of stockholders shall
be held on a date to be determined by the Board of Directors;
(iii) Article
2.2 was revised to provide that a special meeting of stockholders may be called
only by the Chairman or a majority of the Board of Directors. Stockholders
constituting 25% or more of the voting power of the Company are no longer
permitted to call a special meeting of the stockholders;
(iv) Article
2.4 was revised to provide that a stockholder meeting notice may be delivered
not less than ten (10) days, nor more than sixty (60) days, before the date of
the meeting;
(v)
New Article 2.5 was amended to provide, among other things, that notice for
annual meetings of stockholders may also be transmitted
electronically;
(vi) Old
Article 2.5 (new Article 2.6) was amended to provide that the Board of Directors
may close the stock transfer books for up to sixty (60) days, for the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders, or for stockholders entitled to receive payment of any
dividend;
(vii) Old
Article 2.6 (new Article 2.7) was amended to delete a provision providing for
stockholder inspection and copying the stock ledger of the Company;
(viii) Old
Article 2.12 (new Article 2.13) was amended to provide that actions of
stockholders must be effected at meetings of stockholders and may not be
effected by written consent;
(ix) Newly
adopted advance notice provisions appear at new Articles 2.14 and 2.15,
providing deadlines and requirements for proposals for business brought by
stockholders before annual and special meetings, and nominations by stockholders
for director candidates brought before annual meetings of
stockholders. These new articles provide for the
following:
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procedures
for director nominations and other business to be considered at annual
meetings, which is accomplished by separate by-laws – one for nominations
(Article 2.14) and one for other business, including stockholder proposals
(Article 2.15);
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·
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providing
mandatory deadlines for stockholders to make proposals of business and
nominations of directors at special or annual meetings of stockholders,
generally between ninety (90) and one hundred twenty (120) days before a
special meeting, and ninety (90) days nor more than one hundred twenty
(120) days prior to the one-year anniversary of the preceding year’s
annual meeting (Articles 2.14(b) and
2.15(b));
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·
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distinguishing
between stockholder proposals made under Rule 14a-8 and other proposals to
conduct business at annual meetings (Section
2.15(a));
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·
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including
a requirement that director nominees complete a questionnaire, designed to
elicit information such as his or her qualifications, conflicts of
interests and independence, including a description of all direct and
indirect compensation and other material monetary agreements, arrangements
and understandings during the past three years, and any other material
relationships, between or among the nominating stockholders, on the one
hand, and each proposed nominee, his or her respective affiliates and
associates and any other persons with whom such proposed nominee (or any
of his or her respective affiliates and associates) is Acting in Concert
(as discussed below) (Article 2.14(f) and
2.14(b)(iii));
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·
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requiring
director nominees to sign an agreement that they will not join in
undisclosed voting agreements, that they will not enter into undisclosed
indemnification or compensation agreements, and that they will comply with
all Company policies and guidelines applicable to directors (Article
2.14(f));
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·
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requiring
nominating stockholders to disclose not only their beneficial ownership
position but also any derivative positions (Article
2.15(c));
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·
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requiring
each stockholder making a proposal (or nominating directors) to include
any person with whom the proposing stockholder or beneficial owner is
“Acting in Concert,” and require proponent stockholders to disclose any
such persons (Article 2.15(c)(iii));
and
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·
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requiring
stockholders to update and supplement such notices provided pursuant to
Article 2.14 prior to the initial submission and the date of the
stockholder meeting (Article
2.14(d)).
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(x)
New Article 2.16 was added to provide, among other things, for the
rules and regulations pertaining to conduct of meetings of
stockholders;
(xi) Article
3.1 was amended to provide that the number of directors on the Board shall be
between three (3) and nine (9);
(xii) Article
3.3 was amended to provide that a special meeting of the Board of Directors may
be called only by the Chairman or two directors;
(xiii) New
Articles 3.6, 3.7 and 3.8 provide for newly created directorships, vacancies on
the Board, and for the removal of directors. These provisions were
previously located in old Article 2.13;
(xiv) Old
Article 3.8 (New Article 3.10) was amended to address the creation, governance
and operation of Board committees;
(xv) New
Article 3.11 was added to provide for the duties of the Chairman;
(xvi) Article
IV was amended to provide for the creation of the positions and duties for the
following officers: the Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer, President, Vice President, assistant treasurer, and assistant
secretary; and
(xvii) Article
11.1 was amended to further provide for waiver of notice for
meetings.
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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3.1
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Amended
and Restated Bylaws of the Company, dated August 18,
2009.
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10.1
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Amendment
No. 2 to Rights Agreement, dated as of September 15, 1998 and subsequently
amended December 16, 1998, between The Quigley Corporation and American
Stock Transfer & Trust Company, LLC dated as of August 18,
2009.
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99.1
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Press
Release of the Company, dated August 18,
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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Date:
August 18, 2009
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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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EXHIBIT INDEX
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No.
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Description
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3.1
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Amended
and Restated Bylaws of the Company, dated August 18,
2009.
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10.1
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Amendment
No. 2 to Rights Agreement, dated as of September 15, 1998 and subsequently
amended December 16, 1998, between The Quigley Corporation and American
Stock Transfer & Trust Company, dated as of August 18,
2009.
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99.1
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Press
Release of the Company, dated August 18,
2009
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