THE QUIGLEY CORPORATION
Landmark Building
10 South Clinton Street
P. O. Box 1349
Doylestown, PA 18901
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held March 21, 1997
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TO THE SHAREHOLDERS OF RECORD OF THE QUIGLEY CORPORATION
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of THE
QUIGLEY CORPORATION, a NEVADA Corporation (the "Company") will be held at
Aldie Mansion, 85 Old Dublin Pike, Doylestown, PA 18901, on March 21, 1997, at
4:00 P.M. EST, for the following purposes:
(i) The election of a Board of Directors to serve for the ensuing
year and until their respective successors have been duly
elected and qualified.
(ii) The ratification of the selection of Coopers & Lybrand, L.L.P.
as independent auditors for the calendar year 1997.
(iii)The transaction of such other business as may properly come
before the meeting and any adjournments thereof.
Only stockholders of record at the close of business on February 24,
1997, will be entitled to notice of and to vote at the Meeting or any
adjournment thereof. Any stockholder may revoke a proxy at any time prior to
its exercise by filing a later-dated proxy, or a written notice of revocation
with the Secretary of the Company, or by voting in person at the Meeting. If a
stockholder is not attending the Meeting, any proxy or notice should be
returned in time for receipt no later that the close of business on the day
preceding the Meeting.
DUE TO LIMITED SEATING CAPACITY, ADMISSION WILL BE LIMITED TO ONE (1)
SEAT PER SHAREHOLDER OF RECORD. IF YOUR SHARES ARE HELD BY A BANK OR BROKER,
YOU MUST BRING TO THE MEETING YOUR BANK OR BROKERS' STATEMENT EVIDENCING YOUR
BENEFICIAL OWNERSHIP OF THE QUIGLEY CORPORATION STOCK.
By Order of the Board of Directors
/s/ Eric H. Kaytes
-------------------------
ERIC H. KAYTES, Secretary
Doylestown, PA 18901
February 24, 1997
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THE QUIGLEY CORPORATION
Landmark Building
10 South Clinton Street
P. O. Box 1349
Doylestown, PA 18901
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PROXY STATEMENT
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February 24, 1997
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Quigley Corporation, (the "Company")
for use at the Annual Meeting of Stockholders of the Company to be held at
Aldie Mansion, 85 Old Dublin Pike, Doylestown, PA 18901, on March 21, 1997 at
4:00 P.M. EST, and any adjournments thereof (the "Meeting").
SOLICITATION AND REVOCATION OF PROXIES
Only stockholders of record at the close of business on February 24,
1997, will be entitled to notice of and to vote at the Meeting. At the close
of business on such record date, the Company had issued and outstanding
12,119,192 shares of Common Stock, par value $.0005 per share, and will be
entitled to vote at the Meeting. Any stockholder may revoke a proxy at any
time prior to its exercise by filing a later-dated proxy, or a written notice
of revocation with the Secretary of the Company, or by voting in person at the
Meeting. If a stockholder is not attending the Meeting, any proxy or notice
should be returned in time for receipt no later that the close of business on
the day preceding the Meeting.
DUE TO LIMITED SEATING CAPACITY, ADMISSION WILL BE LIMITED TO ONE (1)
SEAT PER SHAREHOLDER OF RECORD. IF YOUR SHARES ARE HELD BY A BANK OR BROKER,
YOU MUST BRING TO THE MEETING YOUR BANK OR BROKERS' STATEMENT EVIDENCING YOUR
BENEFICIAL OWNERSHIP OF THE QUIGLEY CORPORATION STOCK.
At the Meeting, the following proposals will be presented to the
Stockholders for approval:
(i) The election of a Board of Directors to serve for the ensuing year
and until their respective successors have been duly elected and
qualified.
(ii) The ratification of the selection of Coopers & Lybrand, L.L.P. as
independent auditors for the calendar year 1997.
(iii)The transaction of such other business as may properly come before
the meeting and any adjournments thereof.
Where a choice has been specified on the proxy with respect to the
foregoing matters, the shares represented by the proxy will be voted in
accordance with the specifications, and will be voted FOR the proposal if no
specification is indicated.
Under the Company's bylaws and Nevada law, shares represented by proxies
that reflect abstentions or "broker non-votes" (i.e., shares held by a broker
or nominee which are represented at the Meeting, but with respect to which
such broker or nominee is not empowered to vote on a particular proposal) will
be counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. Any shares not voted (whether by
abstention, broker non-vote or otherwise) will have no impact in the election
of directors, except to the extent that the failure to vote for an individual
results in another individual receiving a larger proportion of votes. Any
shares represented at the Meeting but not voted (whether by abstention, broker
non-vote or otherwise) with respect to the proposal to ratify the selection of
Coopers & Lybrand, L.L.P., will have no effect on the vote for such proposal
except to the extent the number of abstentions causes the number of shares
voted in favor of the proposal not to equal or exceed a majority of the quorum
required for the Meeting.
The Board of Directors of the Company knows of no other matters to be
presented at the Meeting. If any other matter should be presented at the
Meeting upon which a vote properly may be taken, shares represented by all
proxies received by the Board of Directors will be voted with respect thereto
in accordance with the judgment of the persons named in the proxies.
ANNUAL REPORT ON FORM 10-KSB PROVIDED WITH PROXY STATEMENT
The Company's Annual Report on Form 10-KSB containing audited financial
statements of the Company for the fiscal year ended September 30, 1996, is
being mailed together with this proxy statement to all stockholders entitled
to vote, and is hereby incorporated by reference. This proxy statement and the
accompanying notice and form of proxy will be first mailed to stockholders on
or about February 25, 1997.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth, as of February 24, 1997, certain
information regarding beneficial ownership of the Company's Common Stock (i)
by each person who, to the knowledge of the Company, beneficially owned more
than 5% of the shares of stock of the Company outstanding at such date, which
date (ii) by each director of the Company, and (iii) by all directors and
officers of the Company as a group.
Five percent stockholders, directors,
and ALL EXECUTIVE OFFICERS Percent Outstanding
and DIRECTORS as a group (1),(9) Common Stock of Class Warrants (8)
GUY J. QUIGLEY (2)(3) 2,306,854 19.1 200,000 (6)
Landmark Building 300,000 (7)
10 South Clinton Street
Doylestown, PA 18901
CHARLES A. PHILLIPS (2)(3) 872,992 7.2 150,000 (6)
Landmark Building 300,000 (7)
10 South Clinton Street
Doylestown, PA 18901
ERIC H. KAYTES (2)(3) 268,992 2.2 60,000 (6)
Landmark Building 50,000 (7)
10 South Clinton Street
Doylestown, PA 18901
ROBERT L. POLLACK, Ph.D. (2)(4) 162,000 1.3 60,000 (6)
Landmark Building 50,000 (7)
10 South Clinton Street
Doylestown, PA 18901
ALL DIRECTORS AND OFFICERS 3,610,838 29.8 470,000 (6)
(Four Persons) 700,000 (7)
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Five percent stockholders, directors, (continued)
and ALL EXECUTIVE OFFICERS Percent Outstanding
and DIRECTORS as a group (1),(9) Common Stock of Class Warrants (8)
NUTRITIONAL FOODS, LTD (5) 649,388 5.4
539 Park Terrace
Harrisburg, PA 17111
(1) Each share of Common Stock was split on a two-for-one basis for
shareholders of Record on January 15, 1997
(2) Director of the Company
(3) Officer of the Company
(4) Chairman of the Medical Advisory Board of the Company
(5) In accordance with a Resolution adopted by the Board of Directors in
May, 1992, the Company's Transfer Agent was directed to stop
transfer of the certificates representing these shares. The Company
takes the position that Nutritional Foods, Ltd. ("NFL") should not
have received these shares due to certain false and misleading
representations made by it to the Company, including but not limited
to NFL's failure to act as the Company's international sales agent.
The Company has commenced litigation to cancel the shares of record.
(6) Warrants are exerciseable at $.50 per share, granted December 1995,
and expires December 2000.
(7) Warrants are exerciseable at $1.75 per share, granted July 1996, and
expires June 2001.
(8) There are 1,170,000 shares of common stock underlying these
unexercised warrants.
(9) Does not include the Company's Chief Financial Officer, George J.
Longo, whose employment agreement of November 1996, provided for a
January 1997 commencement date for this position.
COMPENSATION AND OTHER INFORMATION
CONCERNING DIRECTORS AND OFFICERS
Executive Compensation
The following table sets forth information concerning all remuneration
paid or accrued by the Company for services rendered by the following persons
in all capacities during the fiscal year ended September 30, 1996:
(i) Each of the Company's five most compensated executive officers whose
cash compensation exceeded $100,000, and Guy J. Quigley, Chairman of
the Board, President and Chief Executive Officer.
(ii) all executive officers of the Company as a group.
COMPENSATION TABLE
Name and
Principal Year Salary Additional
Position Compensation
($) (1) ($) (2)
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Guy J. Quigley
Chairman of the 1996 125,000 235,956
Board, President, 1995 62,400
Chief Executive Officer 1994 25,000
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COMPENSATION TABLE (continued)
Name and
Principal Year Salary Additional
Position Compensation
($) (1) ($) (2)
------------------------------------------------------------------------
Charles A. Phillips 1996 85,000 81,547
1995 38,050
1994 25,000
All Executive Officers 1996 221,300 329,343
as a group (3 Persons) 1995 103,850
1994 50,000
(1) Compensation paid pursuant to employee agreements;
(2) Additional payments, including stock awards in lieu of cash, for past and
current services.
Compensation Pursuant to Plans
The Company maintains neither a pension nor a profit-sharing plan. In
November 1994, the Company established an Incentive Stock Option Plan for
Employees, Consultants and Advisors, however no Options pursuant to such Plan
have been granted to Directors or Executive Officers.
Other Compensation
The Company, since its inception, has granted to it's Officers, Directors
and Employees Common Stock Purchase Warrants as additional non-cash
compensation. As of February 24, 1997, Officers and/or Directors of the
Company have been issued an aggregate of 1,370,000 Common Stock Purchase
Warrants at various exercise prices. This includes 200,000 contingent Class
"F" Common Stock Purchase Warrants issued in November, 1996.
Compensation of Directors
Outside directors receive compensation at the rate of $500 per month.
REPORTS ABOUT OWNERSHIP OF THE COMPANY'S COMMON STOCK AND COMPLIANCE
WITH SECTION 16 (a) OF THE SECURITIES AND EXCHANGE ACT OF 1934
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On October 25, 1996 the Company's registration of its shares of Common
Stock, pursuant to Section 12(g) of the Securities Exchange Act of 1934, was
declared effective by the U.S. Securities and Exchange Commission.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities Exchange Commission and
the NASDAQ National Market System, Officers, directors and greater than
ten-percent stockholders are required by SEC regulation to furnish the Company
with all 16(a) forms they file.
On January 30, 1997, the Officers and Directors of the Company filed
Initial Statements of Ownership on Form 3 with the U.S. Securities and
Exchange Commission.
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Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons. The Company believes that during fiscal year 1996,
all filing requirements applicable to its officers, directors, and greater
than ten-percent beneficial owners were in compliance with such regulations.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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For the fiscal year ended September 30, 1996, there have not been any
material transactions between the Company and any Director, Executive Officer,
security holder or any member of the immediate family of any of the
aforementioned that exceeded the sum of $60,000.
PROPOSALS TO BE SUBMITTED FOR STOCKHOLDER APPROVAL
--------------------------------------------------
Proposal 1. ELECTION OF BOARD OF DIRECTORS.
The Directors of the Company are elected annually and hold office for the
ensuing year until the next annual meeting of stockholders and until their
successors have been elected and qualified. The directors are elected by
plurality of votes cast by stockholders. The Company's by-laws state that the
number of directors constituting the entire Board of Directors shall be
determined by resolution of the Board of Directors. The maximum number of
directors currently fixed by the Board of Directors is seven. This number may
be changed by resolution of the Board of Directors.
No proxy may be voted for more people than the number of nominees listed
below. Shares represented by all proxies received by the Board of Directors
and not so marked as to withhold authority to vote for any individual director
(by writing that individual director's name where indicated on the proxy) or
for all directors will be voted FOR the election of all the nominees named
below (unless one or more nominees are unable or unwilling to serve). The
Board of Directors knows of no reason why any such nominee would be unable or
unwilling to serve, but if such should be the case, proxies may be voted for
the election of some other person.
The information below sets forth the current members of the Board of
Directors, all of who are seeking reelection:
Director
Name Position Age Since
---- -------- --- --------
GUY J. QUIGLEY Chairman of the Board,
President & CEO 55 1989
CHARLES A. PHILLIPS Vice President of
Operations, & Director 49 1989
ERIC H. KAYTES Vice President of
Management Information Systems, 41 1989
Secretary-Treasurer, & Director
ROBERT L. POLLACK, Ph.D. Director of Research &
Development, & Director 72 1993
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THE BOARD OF DIRECTORS
The principal occupation of each director and nominee for the last five
years held by each such person is as follows:
GUY J. QUIGLEY has been Chairman of the Board, President, Chief Executive
Officer of the Company since September 1989. Prior to this date, Mr. Quigley,
an accomplished author, established and operated various manufacturing, sales,
marketing and real estate companies located in the United States, Europe and
the African Continent.
CHARLES A. PHILLIPS has been Vice President, Chief Operations Officer and a
Director of the Company since September 1989. Before his employment with the
Company, Mr. Phillips founded and operated KEB Enterprises, a gold and diamond
mining operation that was based in Sierra Leone, West Africa. In addition, Mr.
Phillips, also served as a technical consultant for Re-Tech, Inc., Horsham,
Pennsylvania, where he was responsible for full marketing and production of a
prototype electrical device.
ERIC H. KAYTES currently serves as Vice President of Management Information
Systems, Secretary-Treasurer and Director of the Company. From 1989 until
January 1997, Mr. Kaytes also served as the Chief Financial Officer of the
Company. Prior to 1989 and concurrent with his responsibilities for the
Company, Mr. Kaytes has been an independent programmer/designer of computer
software.
ROBERT L. POLLACK, B.S., M.S., Ph.D., Professor Emeritus Department of
Biochemistry, Temple University School of Medicine. Dr. Pollack is a
biochemist, researcher, nutritionist, microbiologist, editor and educator
having lectured (both nationally and internationally) on nutritional matters
to general public and scientific audiences. In addition to publishing several
papers in scientific journals, Dr. Pollack has authored three books on the
subject of nutrition and currently serves as Chairman of the Medical Advisory
Board for the Company.
Proposal 2. RATIFICATION OF SELECTION OF AUDITORS.
On January 2, 1997, The Board of Directors of the Company unanimously
approved the change of the Company's fiscal year from September 30 to December
31. This is the same fiscal year that has been generally adopted by the
pharmaceutical industry. As a result of the dramatic expansion of business
operations undertaken by the Company, and expected growth throughout 1997, the
Board of Directors, as of January 29, 1997, has approved the selection of the
firm of Coopers & Lybrand, L.L.P. to serve as independent auditors for the
calendar year 1997. The replacement of the previous certifying accountant,
Nachum Blumenfrucht, CPA, was made by approval of the Board of Directors of
the Company and with agreement of Mr. Blumenfrucht. There have been no
disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope of
procedure, nor any reportable event required to be disclosed. Nachum
Blumenfrucht, CPA has served as the Company's independent auditor since the
Company's inception and will audit the transition period from October 1, 1996
to December 31, 1996 which will be filed by the Company of Form 10-KSB for the
calendar year ended December 31, 1997. The Board of Directors recommends a
vote FOR the ratification of the selection of Coopers & Lybrand, L.L.P.
A representative of Coopers & Lybrand L.L.P. is expected to be present at
the annual meeting. The representative will have the opportunity to make a
statement if he or she declares to do so and will be available to respond to
appropriate questions.
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STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy statement
to be furnished to all stockholders entitled to vote at the next annual
meeting of stockholders of the Company must be received at the Company's
principal executive offices not later than January 15, 1998. In order to
curtail controversy as to the date on which a proposal was received by the
Company, it is suggested that proponents submit their proposals by Certified
Mail - Return Receipt Requested.
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by the Company, and in
addition soliciting stockholders by mail through its regular employees, the
Company may request banks, brokers and other custodians, nominees and
fiduciaries to solicit their customers who have stock of the Company
registered in the names of a nominee and, if so, will reimburse such banks,
brokers and other custodians, nominees and fiduciaries for their reasonable
out-of-pocket costs. Solicitation by officers and employees of the Company may
also be made of some stockholders in person or by mail, telephone or telegraph
following the original solicitation.
OTHER BUSINESS
The Board of Directors knows of no business that will be presented for
consideration at the Meeting other than those items stated above. If any other
business should come before the Meeting, votes may be cast, pursuant to
proxies, in respect to any such business in the best judgment of the person or
persons acting under the proxies.
THE QUIGLEY CORPORATION
By: /s/ Eric H. Kaytes
------------------
ERIC H. KAYTES, Secretary
Dated: February 24, 1997
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