UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Commission File No. 33-36934
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE QUIGLEY CORPORATION
(Exact Name of Registrant as Specified In Charter)
NEVADA 23-2577138
(State of Incorporation) (Taxpayer Ident. Number)
PO Box 1349, The Landmark Building
Doylestown, PA 18901
(Address of Principal Executive Offices)
(215) 345-0919
(Registrant's Telephone Number)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Company is registering 25,000,000 shares of its Common Stock ($.001 par
value), which represents all of the Company's authorized Common Stock.
Subject to the rights of the holders of Preferred Stock, holders of the
Common Stock are entitled to receive such dividends as may be declared by the
Board of Directors out of funds legally available therefor, and in the event of
liquidation, to share pro rate in any distribution of the Company's assets
remaining after payment of all liabilities. All Shares of Common Stock now
issued and outstanding are fully paid and non-assessable. Each share is entitled
to equal dividends and on liquidation, dissolution or winding up of the Company
to a pro rata share in the Company's net assets. Under the Company's Certificate
of Incorporation and pursuant to Nevada law, the Board of Directors may, at any
time, authorize the issuance of additional stock or rights to subscribe to
additional shares within the number of shares authorised by the Certificate of
Incorporation for such consideration as it may deem appropriate, but not less
than par value. No shareholder has pre-emptive rights to purchase any such
shares.
Holders of Common Shares are entitled to one vote per share on all matters
on which shareholders are entitled to vote, including the election of directors.
Holders of Common Stock are not entitled to cumulative voting rights in the
election of directors. The quorum required at a shareholders' meeting for
consideration of any matters is a majority of the shares entitled to vote on the
matter, represented in person or by proxy. If a quorum is present, the
affirmative vote of a majority of the shares voting on the matter at the meeting
is required for stockholder approval except where a different vote is required
by law. Shareholders of the Company are entitled to dividends if and when
declared by the Board of Directors out of funds legally available therefor. The
Company has not paid or declared any dividends since organisation and has no
present intention of paying each dividend. The Board of Directors may consider
declaring dividends in the future based on the Company's performance.
ITEM 2. EXHIBITS.
Exhibit numbers 1.03, 2.01, 2.02, 2.03 and 2.04 required pursuant to this
item are being incorporated by reference pursuant to the Company's Registration
Statement on Form S-18, registration number 33-27652, filed under the Securities
Act of 1933, as amended, and post-effective amendments thereto.
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SIGNATURES
Pursuant to the requirements of Section 12(b) or (g) of the Securities
Exchange Act of 1934, The Quigley Corporation has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized:
THE QUIGLEY CORPORATION
By:/s/ Guy Quigley
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Guy Quigley
Chairman and President
Signed: October 25, 1996
