As filed with the Securities and Exchange Commission on May 6, 1997
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
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(Exact Name of Registrant as Specified in Its Charter)
Nevada 23-2577138
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
The Landmark Building
Doylestown, PA 18901
(Address of principal executive offices) (Zip Code)
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Stock Option Plan
for Consultants, Advisors and Non-Employee Directors
(Full Title of the Plan)
Guy Quigley
President and Chief Executive Officer
The Quigley Corporation
P.O. Box 1349
Doylestown, PA 18901
(Name and Address of agent for service)
(215) 345-0919
(Telephone number, including area code, of agent for service)
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With a copy to:
William Reilly, Esq.
396 Broadway
New York, New York 10013
(212) 219-9866
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Approximate date of proposed sales pursuant to
the plan: From time to time after the effective date of
this registration statement.
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CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to to be maximum maximum registration
be registered registered offering aggregate fee
price offering
per share price
- ----------------- -------------- -------------- ------------ ---------------
Common Stock par 500,000 $8.75(2) $4,375,000 $1,325.76
value, $.0005 per (1) shares
share
(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the operation of the
anti-dilution provisions of the Company's Stock Option Plan for
Consultants, Advisors and Non-Employee Directors.
(2) The offering price is calculated solely for purposes of determining the
registration fee for this offering under Rule 457(h) of the Securities Act
of 1933, as amended, based on the average of the closing bid and ask price
of the Company's Common Stock on April 24, 1997 as reported on the Nasdaq
OTC Bulletin Board.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference by The Quigley
Corporation (the "Company") and made a part hereof:
(a) The Company's Registration Statement Form 10-KSB filed with the
Commission on September 30, 1996 and amended on Form 10-KSB/A filed
with the Commission on April 4, 1997;
(b) The Company's Quarterly Report on Form 10-QSB for the Quarter ended
December 31, 1996;
(c) The Company's Current Report on Form 8-K dated February 4, 1997; and
(d) The description of the Common Stock in the Company's Registration
Statement on Form 8-A filed on October 25, 1996.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which de-registers all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Officers and Directors
The Company's By-laws authorize indemnification of directors and officers
as follows:
<PAGE>
ARTICLE V - INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS
Section 1. The corporation shall indemnify any person who was or is a
party or threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. No officer, director or stockholder may become surety on behalf
of the corporation for any of its obligations under any circumstances
whatsoever.
See Item 9(e) below for information regarding the position of the
Commission with respect to the effect of any indemnification for liabilities
arising under the Securities Act of 1933, as amended.
Section 78.751 of the Nevada General Corporation Law provides as follows:
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests
of the corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, he must be indemnified by
the corporation against expenses, including attorneys' fees actually and
reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper
in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting
of directors who were not parties to the act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were
not parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the
act, suit or proceeding cannot be obtained, by independent legal counsel
in a written opinion.
5. The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must
be paid by the corporation as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that
he is not entitled to be indemnified by the corporation. The provisions of
this subsection do not affect any rights to advancement of expenses to
which corporate personnel other than directors or officers may be entitled
under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in other capacity while holding his office, except
that indemnification, unless ordered by a court pursuant to subsection 2
or for the advancement of expenses made pursuant to subsection 5, may not
be made to or on behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional misconduct,
fraud or a knowing violation of the law and was material to the cause of
action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4 - Stock Option Plan for Consultants, Advisors and Non-Employee
Directors.
5 - Opinion of Olshan Grundman Frome & Rosenzweig LLP
23(a) - Consent of Nachum Blumenfrucht.
23(b) - Consent of Olshan Grundman Frome & Rosenzweig LLP included in
his opinion filed herewith as Exhibit 5.
24 - Powers of Attorney (included on page 11).
Item 9. Undertakings
The undersigned registrant hereby undertakes:
a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
(i) to include any prospectus requires by Section 10(a)(3)
of the Securities Act of 1933;
(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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(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 paragraphs (i) and (ii) above do 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
b) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
d) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement
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.
e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act 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 or proceeding) is asserted by such director, officer or
controlling person in connection with the 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
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing 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 City of Doylestown, State of Pennsylvania, on this 6th
day of May, 1997.
THE QUIGLEY CORPORATION
/s/ Guy Quigley
----------------
Guy Quigley, Chief Executive Officer and President
POWER OF ATTORNEYS AND SIGNATORIES
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Each of the undersigned officers and
directors of The Quigley Corporation hereby constitutes and appoints Guy
Quigley and Charles A. Phillips and each of them singly, as true and lawful
attorneys-in-fact and agents with full power of substitution and
re-substitution, for him in his name in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and to
prepare any and all exhibits thereto, and other documents in connection
therewith, and to make any applicable state securities law or blue sky filings,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite or necessary to be done to
enable said corporation to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Signature Title Date
/s/ Guy J. Quigley Chairman of the Board, May 6, 1997
- -----------------------
Guy J. Quigley President, Chief Executive
Officer and Director
/s/ George J. Longo Vice President, Chief Financial May 6, 1997
- ----------------------- Officer and Director (Principal
George J. Longo Financial and Accounting Officer)
/s/ Eric H. Kaytes Vice President, Secretary, May 6, 1997
- ----------------------- Treasurer, and Director
Eric H. Kaytes
/s/ Charles A. Phillips Vice President, Chief Operating May 6, 1997
- ----------------------- Officer and Director
Charles A. Phillips
/s/ Dr. Robert L. Pollack Director May 6, 1997
- -------------------------
Dr. Robert L. Pollack
<PAGE>
Exhibit 4
THE QUIGLEY CORPORATION
STOCK OPTION PLAN
FOR
CONSULTANTS, ADVISORS AND NON-EMPLOYEE DIRECTORS
The securities issued pursuant to this Plan have not been registered
pursuant to the Securities Act of 1933, as amended. The securities may be
offered or sold only pursuant to (i) a Registration Statement pursuant to such
Act, including a Registration Statement on Form S-8, or (ii) an opinion of
counsel, satisfactory to the Company, that an exemption from registration
pursuant to such Act is available.
1. PURPOSE. The purpose of this Plan is to secure long term relationships
for The Quigley Corporation, and thereby afford its stockholders the benefits
arising from capital stock ownership by the Company's Consultants, Advisors,
and Non-Employee Directors, who can help in the company's growth and success
and to provide an effective means of compensation for such persons and entities
providing services to the Company in lieu of cash payments therefor.
2. ADMINISTRATION. The Plan shall be administered by a "Compensation
Committee" which shall consist of not less than two members appointed by the
Board of Directors, but who need not be members of such Board, and all of whom
shall be disinterested persons. The term "disinterested person" shall mean a
person who, at the time he or she exercises discretion in administering the
Plan, has not at any time one year prior thereto has been issued shares of
Common Stock pursuant to exercise of Options granted under the Plan. The Board
of Directors may from time to time and in its sole discretion remove members
from or add members to the Committee. Vacancies, however caused, shall be
filled by the Board of Directors. The Committee may act at a meeting, including
telephonically, in which a majority are present, or by written consent of a
majority of the Committee. The Committee shall have the authority to construe
and interpret the Plan, to define the terms used herein, and to review,
deliberate and act upon the written recommendations of the Chief Executive
Officer of the Company with respect to shares of Common Stock proposed to be
issued pursuant to the Plan. All determinations and interpretations made by the
Committee shall be binding and conclusive upon all participants in the Plan and
on their legal representatives and beneficiaries. The initial Compensation
Committee shall consist of Mr. Guy Quigley and Mr. Charles Phillips, Directors
of the Company.
3. ELIGIBILITY AND PARTICIPATION. Consultants, Advisors and Non-Employee
Directors, to the Company, or any of its subsidiary corporations, shall be
eligible for participation in the Plan. Each person or entity acquiring shares
of Common Stock pursuant to exercise of Options granted under the Plan shall be
acquiring such shares for investment purposes only, in lieu of cash
compensation for services rendered to the Company, and at such exercise
price(s) as shall be determined by the Compensation Committee at time of grant.
Such shares issuable upon exercise of any Option shall be issued only upon
opinion of counsel that an exemption from registration pursuant to the
Securities Act of 1933, as amended, is available for such issuance. The Company
may, but is not required to, register such shares for public sale pursuant to
the Act, including but not limited to a Registration on Form S-8.
4. SHARES SUBJECT TO PLAN. Subject to modification by the Board of
Directors in accordance with the By-Laws of the Company, the stock to be issued
pursuant to Options granted pursuant to this Plan shall be limited to
15,000,000 shares of Common Stock ($.0001 par value), which number of shares
have been reserved for issuance in accordance with the terms of this Plan by
prior action of the Board.
5. ADJUSTMENTS. If the outstanding shares of the Common Stock of the
Company are increased, decreased, or changed into or exchanged for a different
number or kind of shares or securities of the Company, through reorganization,
recapitalization, reclassification, stock split or reverse stock split, an
appropriate and proportionate adjustment shall be made in the maximum number
and kind of shares authorized to be issued pursuant to this Plan.
6. ASSIGNMENT OR TRANSFER OF OPTIONS. Options granted pursuant to the Plan
may not be transferred by the Option grantee without the express written
consent of the Compensation Committee, except that an Option grantee shall not
be required to obtain such consent for transfer or sale of such Option to any
member of the Option grantee's immediate family, including a transfer by
operation of law, or a transfer or sale to a corporation or partnership of
which the Option grantee holds at least a 25% interest at the time of such
transfer or sale.
7. AMENDMENT AND TERMINATION OF PLAN. The Board of Directors of the
Company may at any time, by appropriate action, suspend or terminate the Plan,
or amend the terms and conditions of the Plan.
8. INDEMNIFICATION OF COMMITTEE. In addition to such other rights of
indemnification as they may have as directors of the Company, the members of
the Committee shall be indemnified by the Company to the full extent permitted
by the Business Corporation Law of the State of Nevada, and to indemnify and
hold harmless each member with respect to any action, claim, suit or proceeding
to which such indemnification applies, including the costs and expenses of
defense.
9. APPLICABLE LAW. The terms and conditions of this Plan, and all
proceedings related thereto, shall be interpreted and construed in accordance
with the Laws of the Commonwealth of Pennsylvania. Sole jurisdiction and venue
for any action or proceeding arising in connection with the Plan shall reside
with the appropriate court of the Commonwealth of Pennsylvania held in and for
the County of Bucks.
10. EFFECTIVE DATE. The Plan shall become effective as of the 15th day of
November, 1994, and shall expire of the 14th day of November, 1999, unless
further extended by appropriate action of the Board of Directors.
<PAGE>
Exhibit 5
May 2, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: The Quigley Corporation-
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 dated the date
hereof (the "Registration Statement"), filed with the Securities and Exchange
Commission by The Quigley Corporation, a Nevada corporation (the "Company").
The Registration Statement relates to an aggregate of 500,000 shares (the
"Shares") of common stock, par value $.001 per share of the Company (the
"Common Stock"). The Shares will be issued and sold by the Company in
accordance with the Company's Stock Option Plan for Consultants, Advisors and
Non-Employee Directors (the "Plan").
We advise you that we have examined originals or copies certified or
otherwise identified to our satisfaction of the Certificate of Incorporation
and By-laws of the Company, minutes of meetings of the Board of Directors and
stockholders of the Company, the Plan and such other documents, instruments and
certificates of officers and representatives of the Company and public
officials, and we have made such examination of the law, as we have deemed
appropriate as the basis for the opinion hereinafter expressed. In making such
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of documents submitted to us as certified or photostatic
copies.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and paid for in accordance with the terms and conditions set forth in
the Plan, will be duly and validly issued, fully paid and non-assessable.
We are members of the bar of the State of New York. Accordingly, this
opinion is limited to the federal laws of the United States, the laws of the
State of New York and the General Corporation Law of the State of Delaware.
Insofar as the opinion expressed above relates to matters that are governed by
the laws of the State of Nevada, our investigation of the applicable law has
been limited exclusively upon our review of what we believe to be the relevant
provisions of the General Corporation Law of the State of Nevada.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement.
Very truly yours,
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
<PAGE>
EXHIBIT 23(a)
Consent of Independent Public Accountant
----------------------------------------
The Board of Directors
The Quigley Corporation
I consent to the use in the S-8 filing of The Quigley Corporation relating
to my report dated December 12, 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/ Nathum Blumenfrucht
- -----------------------
Nachum Blumenfrucht
Certified Public Accountant
May 6, 1997
