II-2
As filed with the Securities and Exchange Commission on October 23, 1996
Registration No. 33-36934
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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THE QUIGLEY CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada 23-2577138
(State or other jurisdic- (IRS Employer Identification
tion of incorporation or Number)
organization)
The Landmark Building
Doylestown, PA 18901
(Address of principal executive offices) (zip code)
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STOCK OPTION PLAN FOR EMPLOYEES, DIRECTORS,
CONSULTANTS AND ADVISERS
(Full titles of the plans)
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Guy Quigley
Chairman of the Board
THE QUIGLEY CORPORATION
P.O. Box 1349
Doylestown, PA 18901
(215) 345-0919
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed Proposed
Amount Maximum Maximum
Title of being Offering Aggregate Amount of
Securities to Registered Price Per Offering Registration
be Registered (1) Share (2) Price Fee
--------------- ---------- --------- ------------- ------------
Common Stock, 250,000 $3.00 $750,000.00 $227.27
$.001 par value
(1) This Registration Statement shall also cover any shares of Common Stock
which will become issuable under the Option Plan by reason of any stock
dividend, stock split, recapitalization or any other similar transaction
without receipt of consideration which results in an increase in the number
of outstanding shares of Common Stock of The Quigley Corporation.
(2) Calculated solely for purposes of this offering under Rule 457(c) of the
Securities Act of 1933, as amended, on the basis of fifty percent of the
average bid and asked price of The Quigley Corporation on October 23, 1996.
<PAGE>
PART II
Information Required in the Registration Statement
<PAGE>
Item 3. Incorporation of Documents by Reference
The Quigley Corporation, a Nevada corporation (the "Registrant"), hereby
incorporates by reference into this Registration Statement the following
documents, (a) though (e) of which were previously filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1995, as filed on February 9, 1996
(b) The Registrant's Quarterly Report on Form 10-QSB for the Quarter
ending December 31, 1995; as filed on February 29, 1996
(c) The Registrant's Quarterly Report on Form 10-QSB for the Quarter ended
March 31, 1996 as filed on May 3, 1996
(d) The Registrant's Quarterly Report on Form 10-QSB for the Quarter
ending June 30, 1996; as filed on October 22, 1996
(e) Any similar report filed subsequently with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters with respect to the legality of the issuance of the
Common Stock offered hereby will be passed upon for the Registrant by
William J. Reilly, Esq.
Item 6. Indemnification of Directors and Officers
Not applicable.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits
Exhibit Number Exhibit
- -------------- -------
5 Opinion and consent of William J. Reilly, Esq.
24.1 Consent of Independent Auditors - Nathan Blumenfrucht, CPA
24.2 Consent of William J. Reilly, Esq is contained in Exhibit 5.
25 Power of Attorney, Reference is made to page II-5 of this
Registration Statement
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being make, a post-effective
amendment to this Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933, as
amended, (ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement, and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that
clauses (1)(i) and (1)(ii) shall not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by
reference into the Registration Statement; (2) that for the purpose of
determining any liability under the Securities Act of 1933, as
amended, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and (3) to remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the expiration, of
the period to exercise the warrants.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as
amended, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by
reference into the Registration Statement shall be deemed to be new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers or controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit of proceeding) is asserted by such director, officer or
controlling person in connection with securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of
1933, as amended, and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filling on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the State of Pennsylvania, on October 23, 1996.
THE QUIGLEY CORPORATION
By: /s/ GUY QUIGLEY
- -------------------
Guy Quigley
Chairman of the Board
That the undersigned officers and directors of The Quigley Corporation, a Nevada
corporation, do hereby constitute and appoint Guy Quigley, the lawful
attorney-in-fact and agent, with full power and authority to do any and all acts
and things and all acts and things and to execute any and all required
instruments which said attorney and agent determines may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statements. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments and supplements to this Registration Statement and to
any amendments or supplements thereof, and each of the undersigned hereby
ratifies and confirms all that said attorney and agent, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney
as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ GUY QUIGLEY Chairman of the Board October 23, 1996
- ---------------
Guy Quigley
/s/ CHARLES PHILLIPS Vice President, Director October 23, 1996
- --------------------
Charles Phillips
/s/ ERIC H. KAYTES Vice President, Director October 23, 1996
- ------------------
Eric H. Kaytes
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
THE QUIGLEY CORPORATION
<PAGE>
EXHIBIT NUMBER EXHIBIT INDEX
- -------------- -------------
5 Opinion and consent of William J. Reilly, Esq.
24.1 Consent of Independent Auditors - Nathan Blumenfrucht, CPA
24.2 Consent of William J. Reilly, Esq is contained in Exhibit 5.
25 Power of Attorney, Reference is made to page II-5 of this
Registration Statement
<PAGE>
Exhibit 5
Opinion and consent of William J. Reilly, Esq
Law Offices
WILLIAM J. REILLY, ESQ.
396 Broadway New York, N.Y. 10013
Tel: (212) 219-9866
Fax: (212) 219-9968
WILLIAM J. REILLY 55 Memorial Blvd.
ATTORNEY AT LAW Newport, RI 02940
(401) 693-1570
JOSEPH W. PLUNKETT, JR.
BRIAN DONNARD
of Council
23 October 1996
Board of Directors
The Quigley Corporation
Landmark Building
Doylestown, PA 18901
To The Board of Directors:
We refer to your Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, As Amended, of an aggregate
of 1,000,000 Shares of Common Stock under the Stock Option Plan for
Employees, Directors, Consultants and Advisers (the "Plan"). We advise you
that, in our opinion, when such shares have been issued and sold pursuant
to the applicable provisions of the Plan in accordance with the Registration
Statement, such shares will be validly issued, fully-paid and non-assessable
shares of The Quigley Corporation Common Stock.
We hereby consent to the filing of this Opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ William J. Reilly
---------------------
William J. Reilly
<PAGE>
Exhibit 24.1
Consent of Independent Auditors - Nathan Blumenfrucht, CPA
N. BLUMENFRUCHT
CERTIFIED PUBLIC ACCOUNTANT
1040 LAST 22ND STREET
BROOKLYN, NY 11210
(718) 692-2743
The Board Of Directors
The Quigley Corporation
I consent to the use in the S-8 filings of The Quigley Corporation
relating to my report dated February 6, 1996 accompanying the financial
statements of The Quigley Corporation contained in such Registration
Statement, and to the use of my name, and the statements with respect to me
under the heading "Experts" in the Prospectus.
/s/ NACHUM BLUMENFRUCHT
- -----------------------
Nachum Blumenfrucht
Certified Public Accountant
Brooklyn, New York
October 23, 1996
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
N. BLUMENFRUCHT
CERTIFIED PUBLIC ACCOUNTANT
1040 LAST 22ND STREET
BROOKLYN, NY 11210
(718) 692-2743
The Board Of Directors
The Quigley Corporation
I consent to the use in the S-8 filings of The Quigley Corporation
relating to my report dated February 6, 1996 accompanying the financial
statements of The Quigley Corporation contained in such Registration
Statement, and to the use of my name, and the statements with respect to me
under the heading "Experts" in the Prospectus.
/s/ NACHUM BLUMENFRUCHT
- -----------------------
Nachum Blumenfrucht
Certified Public Accountant
Brooklyn, New York
October 23, 1996
<PAGE>
Exhibit 24.2
Consent of William J. Reilly, Esq is contained in Exhibit 5.
Law Offices
WILLIAM J. REILLY, ESQ.
396 Broadway New York, N.Y. 10013
Tel: (212) 219-9866
Fax: (212) 219-9968
WILLIAM J. REILLY 55 Memorial Blvd.
ATTORNEY AT LAW Newport, RI 02940
(401) 693-1570
JOSEPH W. PLUNKETT, JR.
BRIAN DONNARD
of Council
23 October 1996
Board of Directors
The Quigley Corporation
Landmark Building
Doylestown, PA 18901
To The Board of Directors:
We refer to your Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, As Amended, of an aggregate
of 1,000,000 Shares of Common Stock under the Stock Option Plan for
Employees, Directors, Consultants and Advisers (the "Plan"). We advise you
that, in our opinion, when such shares have been issued and sold pursuant
to the applicable provisions of the Plan in accordance with the Registration
Statement, such shares will be validly issued, fully-paid and non-assessable
shares of The Quigley Corporation Common Stock.
We hereby consent to the filing of this Opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ William J. Reilly
---------------------
William J. Reilly
<PAGE>
Exhibit 25
Power of Attorney, Reference is made to page II-5 of this Registration Statement
