SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal year ended December 31, 1997
Commission File No. 01-21617
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THE QUIGLEY CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 23-2577138
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
(MAILING ADDRESS: PO Box 1349, Doylestown, PA 18901.)
Landmark Building, 10 South Clinton Street, Doylestown, PA 18901
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(Address of principle executive offices) Zip Code
(215) 345-0919
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(Registrant's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK ($.0005 Par Value)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [XX] Yes [ ] No
Indicate by the check mark if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendments to this Form 10-KSB. [ ]
The Registrant's revenues for its most recent year (1997) were $70,172,563.
As of May 22, 1998, the aggregate market value of the voting stock (all of one
class $.0005 par value Common Stock) held by non-affiliates of the Registrant
was $153,883,892 based upon the closing price of the Common Stock on that date
as reported on the NASDAQ SmallCap Issues Market.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Number of shares of each of the Registrant's classes of securities (all of one
class of $.0005 par value Common Stock) outstanding on May 22, 1998:
13,602,996.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference in the Report
on Form 10-KSB:
1. Information set forth in Part III of this report is incorporated by
reference to the Registrant's 1997 Proxy Statement.
THE EXHIBIT INDEX IS LOCATED ON PAGES 2-3
<PAGE>
PART IV
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ITEM 13 Exhibits, Financial Statements, Schedules and Reports on Form 8-K
(a) Exhibits:
3.1 Articles of Incorporation of the Company (as amended), (incorporated
by reference to Exhibit 3.1 of Form 10-KSB/A dated April 4, 1997)
3.2 Certificate to increase the number of authorized shares of the Company
(incorporated by reference to Exhibit 3.2 of Form 10-KSB/A dated
April 4, 1997)
3.3 Bylaws of the Company as currently in effect (incorporated by
reference to Exhibit 3.2 of Form 10-KSB/A dated April 4, 1997)
4.1 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 of Form 10-KSB/A dated April 4, 1997)
10.1 Stock Option Plan for Consultants, Advisors and Non-Employee
Directors (incorporated by reference to Exhibit 10.1 of Form
10-KSB/A dated April 4, 1997)
10.2 Exclusive Representation and Distribution Agreement dated May 4, 1992
between the Company and Godfrey Science and Design, Inc. et al
(incorporated by reference to Exhibit 10.2 of Form 10-KSB/A dated
April 4, 1997)
10.3 Employment Agreement dated June 1, 1995 between the Company and Guy
J. Quigley (incorporated by reference to Exhibit 10.3 of Form
10-KSB/A dated April 4, 1997)
10.4 Employment Agreement dated June 1, 1995 between the Company and
Charles A. Phillips (incorporated by reference to Exhibit 10.4 of
Form 10-KSB/A dated April 4, 1997)
10.5 Exclusive Master Broker Wholesale Distributor and Non-Exclusive
National Chain Broker Agreement dated July 22, 1994 between the
Company and Russell Mitchell (incorporated by reference to Exhibit
10.7 of Form 10-KSB/A dated April 4, 1997)
10.6 Licensing Agreement dated August 24, 1996 between the Company, George
A. Eby III and George Eby Research (incorporated by reference to
Exhibit 10.6 of From 10-KSB/A dated April 4, 1997)
10.8 United States Exclusive Supply Agreement dated March 17, 1997
(Portions of this exhibit are omitted and were filed separately
with the Securities Exchange Commission pursuant to the Company's
application requesting confidential treatment in accordance with
Rule 406 of Regulation C as promulgated under the Securities Act
of 1933, included by reference to Exhibit 10.5 of Form SB-2 dated
September 29, 1997)
10.9 Consulting Agreement dated May 4, 1992 between the Company and
Godfrey Science and Design, Inc. et al. (incorporated by reference
to Exhibit 10.5 of Form 10-KSB/A dated April 4, 1997)
10.10 Employment Agreement dated November 5, 1996 between the Company and
George J. Longo (filed herewith)
10.11 Employment Agreement dated January 1, 1997 between the Company and
Eric H. Kaytes (filed herewith)
2
<PAGE>
23.1 Consent of Coopers & Lybrand L.L.P., Auditors, dated March 30, 1998
(filed herewith)
23.2 Consent of Nachum Blumenfrucht, CPA dated March 30, 1998 (filed
herewith)
25.0 Power of Attorney, (included by reference to Exhibit 25.0 of Form
SB-2 dated September 29, 1997)
27.1 Financial Data Schedule.
____________________________________________________________________________
(a) Reports on Form 8-K
No reports were filed on Form 8-K in the quarter ended December 31, 1997.
3
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
THE QUIGLEY CORPORATION
/s/ Guy J. Quigley June 9, 1998
- -------------------- ------------
Guy J. Quigley, Chairman of the Board, Date
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the company in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Guy J. Quigley Chairman of the Board, June 9, 1998
------------------ President, Chief Executive ------------
Guy J. Quigley Officer and Director
/s/ George J. Longo Vice President, Chief Financial June 9, 1998
- ------------------- Officer and Director (Principal ------------
George J. Longo Financial and Accounting Officer)
/s/ Charles A. Phillips Executive Vice President, Chief June 9, 1998
- ----------------------- Operating Officer and Director ------------
Charles A. Phillips
/s/ Eric H. Kaytes Vice President, Chief Information June 9, 1998
- ------------------ Officer, Secretary, Treasurer ------------
Eric H. Kaytes and Director
/s/ Gurney P. Sloan Director June 9, 1998
- ------------------- ------------
Gurney P. Sloan
/s/ Jacqueline F. Lewis Director June 9, 1998
- ----------------------- ------------
Jacqueline F. Lewis
4
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000868278
<NAME> E.H.Kaytes
<MULTIPLIER> 1
<CURRENCY> US. DOLLARS
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-START> JAN-01-1997 JAN-01-1997 JAN-01-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<EXCHANGE-RATE> 1 1 1
<CASH> 9,042,356 6,568,043 7,700,708
<SECURITIES> 0 0 0
<RECEIVABLES> 14,709,328 2,620,154 8,393,648
<ALLOWANCES> 2,374,875 1,176,314 875,603
<INVENTORY> 844,427 7,366,650 9,949,393
<CURRENT-ASSETS> 22,328,957 17,477,857 29,816,474
<PP&E> 158,202 186,283 209,469
<DEPRECIATION> 39,717 46,171 52,897
<TOTAL-ASSETS> 23,934,421 19,182,656 31,173,867
<CURRENT-LIABILITIES> 10,702,465 4,771,664 6,307,997
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 6,089 6,112 6,317
<OTHER-SE> 12,341,867 13,485,179 24,075,939
<TOTAL-LIABILITY-AND-EQUITY> 23,934,421 19,182,656 31,173,867
<SALES> 22,182,007 26,265,742 40,964,092
<TOTAL-REVENUES> 22,182,007 26,265,742 40,964,092
<CGS> 6,888,823 8,114,196 12,436,760
<TOTAL-COSTS> 11,274,511 13,581,422 20,938,554
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> 10,907,496 12,684,320 20,025,538
<INCOME-TAX> 4,417,681 5,137,150 8,110,343
<INCOME-CONTINUING> 6,489,815 7,547,170 11,915,195
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 6,489,815 7,547,170 11,915,195
<EPS-PRIMARY> 0.54 0.63 1.00
<EPS-DILUTED> 0.44 0.53 0.82
[LEGEND]
The above schedules represent items that have been reclassified to conform
to 1998 presentation and also to comply with Financial Accounting Standard
No. 128.
[/LEGEND]
</TABLE>
