As filed with the Securities and Exchange Commission on June 9, 1998
Registration No. 333-31241
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2
ON FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE QUIGLEY CORPORATION
(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 Number)
The Landmark Building
10 South Clinton Street
Doylestown, PA 18901
(215) 345-0919
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Guy Quigley
President and Chief Executive Officer
The Quigley Corporation
10 South Clinton Street
P.O. Box 1349
Doylestown, PA 18901
(215) 345-0919
(Name, address and telephone number of agent for service of process)
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Copies to:
Robert H. Friedman, Esq.
Olshan Grundman Frome & Rosenzweig LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
<PAGE>
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
THE QUIGLEY CORPORATION
5,480,000 SHARES OF COMMON STOCK
This Prospectus relates to offering (the "Offering") by certain selling
shareholders (the "Selling Shareholders") of 5,480,000 shares (the "Shares") of
the Common Stock, $.0005 par value (the "Common Stock"), of The Quigley
Corporation, a Nevada corporation (the "Company") that are issuable by the
Company to the Selling Shareholders upon the exercise of certain warrants to
purchase Common Stock.
The Company will not receive any proceeds from the sale of the Shares
by the Selling Shareholders, but will receive amounts upon the exercise of
warrants which amounts will be used for working capital and other corporate
purposes. The Company has agreed to bear certain expenses (other than selling
commissions and fees and expenses of counsel and other advisors to the Selling
Shareholders) in connection with the registration and sale of the Shares being
offered by the Selling Shareholders. See "Use of Proceeds."
The Selling Shareholders have advised the Company that the resale of
their Shares may be effected from time to time in one or more transactions in
the over-the-counter market, in negotiated transactions or otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated. The
Selling Shareholders may effect such transactions by selling the Shares to or
through broker-dealers who may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the Shares for whom such broker-dealers may act as agent or to whom they sell
as principal, or both (which compensation as to a particular broker-dealer may
be in excess of customary commissions). Any broker-dealer acquiring the Shares
from the Selling Shareholders may sell such securities in its normal market
making activities, through other brokers on a principal or agency basis, in
negotiated transactions, to its customers or through a combination of such
methods. See "Plan of Distribution."
The Company's Common Stock is traded on the Nasdaq National Market
("Nasdaq") under the symbol ("QGLY"). On June 8, 1998, the closing bid price of
the Common Stock on Nasdaq was $9.69 per share.
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AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS,"
LOCATED AT PAGE 3.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS JUNE ___, 1998
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by reference the
following documents which have been filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934
(the "Exchange Act"): (i) the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1997, and (ii) the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1998.
The Company's Application for registration of its Common Stock under
Section 12(g) of the Exchange Act filed with the Securities and Exchange
Commission on October 25, 1996, is incorporated by reference into this
Prospectus and shall be deemed to be a part thereof.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents.
Any person receiving a copy of this Prospectus may obtain without
charge, upon written or oral request, a copy of any of the documents
incorporated by reference herein, except for the exhibits to such documents
(unless such exhibits are specifically incorporated by reference in such
documents). Such requests should be directed to the Company, P.O. Box 1349,
Doylestown, PA 18901, Attention: George J. Longo, telephone number (215)
345-0919.
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<PAGE>
RISK FACTORS
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. EACH
PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS
INHERENT IN, AND AFFECTING THE BUSINESS OF, THE COMPANY BEFORE MAKING AN
INVESTMENT DECISION.
DEPENDENCE UPON SALES OF PRINCIPAL PRODUCT. The Company's future
performance will depend, almost entirely, on the continued customer acceptance
of the Company's principal product, Cold-Eeze(R). For the year ended December
31, 1997 and the three months ended March 31, 1998, substantially all of the
Company's revenues have been generated by sales of Cold-Eeze(R) or product
extensions of Cold-Eeze(R). The Company anticipates that substantially all of
its revenues for the foreseeable future will be generated by sales of
Cold-Eeze(R), both overseas and in the U.S. There can be no assurance that the
Company's Cold-Eeze(R) products will continue to receive market acceptance. The
inability to successfully commercialize Cold-Eeze(R), for any reason, would have
a material adverse effect on the Company's financial condition, prospects, and
ability to continue operations.
GOVERNMENT REGULATION. The manufacturing, processing, formulation,
packaging, labeling and advertising of the Company's cold-relief products are
subject to regulation by one or more federal agencies, including the United
States Food and Drug Administration ("FDA"), the Federal Trade Commission
("FTC"), the Consumer Product Safety Commission, the United States Department of
Agriculture, the United States Postal Service, the United States Environmental
Protection Agency and the Occupational Safety and Health Administration. In
particular, the FDA regulates the safety, labeling and distribution of dietary
supplements, including vitamins, minerals and herbs, food additives, food
supplements, over-the-counter and prescription drugs and cosmetics. In addition,
the FTC has overlapping jurisdiction with the FDA to regulate the promotion and
advertising of vitamins, over-the-counter drugs, cosmetics and foods.
Since the Company does not engage in the manufacturing process of its
cold-relief products, it is not subject to many of these regulations. In
addition, the Company's cold-relief product is a homeopathic remedy which is
regulated by the Homeopathic Pharmacopoeia of the United States ("HPUS"). HPUS
sets the standards for source, composition and preparation of homeopathic
remedies which are officially recognized in the Federal Food, Drug and Cosmetics
Act of 1938.
The Company's business is also regulated by various agencies of the
states and localities in which the Company's products are sold and governmental
regulations in foreign countries where the Company plans to commence or expand
sales may prevent or delay
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<PAGE>
entry into a market or prevent or delay the introduction, or require the
reformulation, of certain of the Company's products.
In addition, the Company cannot predict whether new domestic or foreign
legislation regulating its activities will be enacted. Such new legislation
could have a material adverse effect on the Company. Failure to comply with any
applicable requirements can result in sanctions being imposed on the Company or
the manufacturers of its products, including warning letters, fines, product
recalls and seizures.
COMPETITION. Management of the Company believes that the Company's
cold-relief product, which has been clinically proven to reduce the severity and
duration of the common cold symptoms, offers a significant advantage over other
suppliers in the over-the-counter cold remedy market. Competition consists of
numerous suppliers of cold remedy products. This market is highly competitive,
and some companies with which the Company competes are substantially larger and
have significantly greater resources than the Company. The Company believes that
its ability to compete depends on a number of factors, including price, product
quality, availability and reliability and name recognition. There can be no
assurance that the Company will be able to compete successfully in the future.
MANAGING GROWTH. The Company has recently experienced a period of rapid
growth and expansion which has placed, and could continue to place, a
significant strain on the Company's management, customer service and support
operations, sales and administrative personnel and other resources. The
Company's ability to manage its planned growth requires the Company to continue
to expand its operating, management, information and financial systems, all of
which may increase its operating expenses. If the Company fails to achieve its
growth as planned or is unsuccessful in managing its anticipated growth, there
could be a material adverse effect on the Company. In addition, the loss of a
significant customer or a number of customers, or a significant reduction in
purchase volume by or financial difficulty of such customers, for any reason,
could have a material adverse effect on the Company.
DEPENDENCE ON KEY PERSONNEL. The Company's future success depends in
large part on the continued service of its key personnel. In particular, the
loss of the services of Guy Quigley, its Chairman of the Board, President and
Chief Executive Officer could have a material adverse effect on the operations
of the Company. The Company has an employment agreement with Mr. Quigley which
expires on May 31, 2005. The Company's future success and growth also depends on
its ability to continue to attract, motivate and retain highly qualified
employees. There can be no assurance that the Company will be able to attract,
motivate and retain such persons.
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<PAGE>
DEPENDENCE ON THIRD-PARTY MANUFACTURING AND SUPPLIER. The Company does
not own or lease any manufacturing facilities, does not manufacture the
Cold-Eeze(R) product or any of its ingredients, and purchases all ingredients
from a single unaffiliated supplier. The Company has entered into a contract
with a single manufacturer to supply its zinc gluconate products. Should this
relationship terminate, the Company believes that the contingency plans which it
has formulated would prevent such termination from materially affecting the
Company's operations. Any such termination may, however, result in a temporary
delay in production until a replacement facility with available production time
is located. In addition, the terms on which suppliers and manufacturers will be
available could have a material effect on the success of the Company.
UNCERTAINTY OF PATENT PROTECTION; UNCERTAINTY OF PROTECTION OF
PROPRIETARY TECHNOLOGY. The strength of the Company's patent position may play
an important role in its long-term success. The Company currently owns no
patents. However, the Company has been granted an exclusive agreement for
worldwide representation, manufacturing, marketing and distribution rights to a
zinc/gluconate/glycine lozenge formulation developed by Dr. John C. Godfrey,
Ph.D. The zinc/gluconate/glycine lozenge formulation developed by Dr. John C.
Godfrey, Ph.D has been patented in the United States, Germany, France, Italy,
Sweden, Canada and Great Britain and a patent is pending in Japan. The Company
also has an exclusive license from George Eby Research for a United States use
patent for zinc gluconate. There can be no assurance that these patents will be
effective to protect the Company's product from duplication by others. In
addition, there can be no assurance that the Company or the patent holder will
be able to afford the expense of any litigation which may be necessary to
enforce its rights under any patent. Moreover, although the Company believes
that its product does not and will not infringe upon the patents or violate the
proprietary rights of others, it is possible that such infringement or violation
has or may occur. In the event that the Company's product is determined to
infringe upon the patents or proprietary rights of others, the Company could be
required to modify its product or obtain an additional license for the
manufacture and/or sale of the product, or could be prohibited from selling the
product. There can be no assurance that, in such an event, the Company would be
able to do so in a timely manner, upon acceptable terms and conditions, or at
all, and the failure to do any of the foregoing could have a material adverse
effect upon the Company. Furthermore, there can be no assurance that the Company
or the patent holders will have the financial or other resources necessary to
enforce or defend a patent infringement or proprietary rights violation action.
In addition, if the Company's product is deemed to infringe upon the patents or
proprietary rights of others, the Company could, under certain circumstances,
become liable for damages, which could also have a material adverse effect on
the Company.
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<PAGE>
The Company also relies substantially upon its proprietary
technologies, utilizing non-disclosure agreements with its employees, suppliers,
consultants and customers to establish and protect the ideas, concepts and
documentation of its proprietary technology and know-how. Such methods, however,
may not afford complete protection, and there can be no assurance that third
parties will not independently develop such know-how or obtain access to the
Company's know-how, ideas, concepts and documentation, which could have a
material adverse effect on the Company.
SEASONALITY OF BUSINESS; QUARTERLY FLUCTUATIONS. A substantial portion
of the Company's business is highly seasonal, causing significant variations in
operating results from quarter to quarter. The consumer market for the Company's
cold-relief products tends to be highly seasonal. It is anticipated that a major
portion of the Company's revenues will come in the first and fourth quarters
since the primary cold season is from September to March. There can be no
assurance that the Company can maintain sufficient flexibility with respect to
its working capital needs and its ability to manufacture products to be able to
minimize the adverse effects of an unanticipated shortfall in or greater than
expected demand for its products. Failure to predict accurately and respond to
consumer demand may cause the Company to produce excess inventory. Conversely,
if the product achieves greater success than anticipated for any given quarter,
the Company may not have sufficient inventory to meet customer demand.
POTENTIAL PRODUCT LIABILITY EXPOSURE. The Company's business exposes it
to an inherent risk of potential product liability claims, including claims for
serious bodily injury or death, which could lead to substantial damage awards.
The Company currently maintains product liability and excess liability insurance
in the amount of and with a maximum payout of $61 million. A successful claim
brought against the Company in excess of, or outside of, its insurance coverage
could have a material adverse effect on the Company's results of operations and
financial condition. Claims against the Company, regardless of their merit or
eventual outcome, may also have a material adverse effect on the consumer demand
for the Company's products.
CONTROL BY PRINCIPAL SHAREHOLDER. Guy Quigley, the Chairman of the
Board and President of the Company, through his beneficial ownership has the
power to vote approximately 26.4% of the Common Stock. Mr. Quigley and the other
executive officers and directors of the Company collectively beneficially own
approximately 39.0% of the Company's Stock. These individuals have significant
influence over the outcome of all matters submitted to shareholders for
approval, including election of directors of the Company, thereby enabling them
to control all major decisions of the Company. In addition, such concentration
of ownership may have the effect of preventing a change of control of the
Company.
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<PAGE>
VOLATILITY OF THE COMPANY'S COMMON STOCK PRICES. The market price of
the Company's Common Stock has experienced significant volatility, with per
share bids ranging from a low of approximately $8.19 to a high of approximately
$23.00 (after giving effect to a 2 for 1 stock split) over the twelve month
period from June 1, 1997 to May 31, 1998. Announcements of technological
innovations for new commercial products of the Company or its competitors,
developments concerning propriety rights or governmental regulation or general
conditions in the market for the Company's cold-relief products may have a
significant effect on the Company's business and on the market price of the
Company's securities. Sales of a substantial number of shares by existing
security holders could also have an adverse effect on the market price of the
Company's securities.
SHARES ELIGIBLE FOR FUTURE SALE. The sale, or availability for sale, of
substantial amounts of Common Stock in the public market pursuant to Rule 144 or
otherwise could adversely affect the market price of the Common Stock and could
impair the Company's ability to raise additional capital through the sale of its
equity securities.
NO CASH DIVIDENDS. The Company has not paid cash dividends on its
Common Stock since its inception. The Company currently intends to retain
earnings, if any, for use in the business and does not anticipate paying any
dividends to its shareholders in the foreseeable future.
RIGHTS OF COMMON STOCK SUBORDINATE TO PREFERRED STOCK. The Articles of
Incorporation of the Company authorizes the issuance of a maximum of 1,000,000
shares of preferred stock, par value $.001 per share. No shares of preferred
stock are currently outstanding. If shares of preferred stock are issued in the
future, the terms of a series of preferred stock may be set by the Company's
Board of Directors without approval by the holders of the Common Stock of the
Company. Such terms could include, among others, preferences as to dividends and
distributions on liquidation as well as separate class voting rights. The rights
of the holders of the Company's Common Stock will be subject to, and may be
adversely affected by, the rights of the holders of any preferred stock that may
be issued in the future.
BARRIERS TO TAKEOVER. The Company's Articles of Incorporation and
By-Laws contain certain provisions which may deter, discourage, or make more
difficult the assumption of control of the Company by another corporation or
person through a tender offer, merger, proxy contest or similar transaction or
series of transactions. These provisions include an unusually large number of
authorized shares (150,000,000) and the prohibition of cumulative voting. In
addition, the future issuance of preferred stock by the Company could have the
effect of making it more difficult for a third party to acquire, or of
discouraging a third party from acquiring, a
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<PAGE>
majority of the outstanding voting stock of the Company. The overall effect of
these provisions may be to deter a future tender offer or other takeover attempt
that some shareholders might view to be in their best interest as the offer
might include a premium over the market price of the Company's capital stock at
the time. In addition, these provisions may have the effect of assisting the
Company's current management in retaining its position and place it in a better
position to resist changes which some shareholders may want it to make if
dissatisfied with the conduct of the Company's business.
LIMITATIONS ON LIABILITY OF DIRECTORS AND OFFICERS. Section 78.751 of
the Nevada General Corporation Law ("NGCL") allows the Company to indemnify any
person who is or was made a party to, or is or was threatened to be made a party
to, any pending, completed, or threatened action, suit or proceeding by reason
of the fact that he or she is or was a director, officer, employee or agent of
the Company or is or was serving at the request of the Company as a director,
officer, employee or agent of any corporation, partnership, joint venture, trust
or other enterprise. The NGCL permits the Company to advance expenses to an
indemnified party in connection with defending any such proceeding, upon receipt
of an undertaking by the indemnified party to repay those amounts if it is later
determined that the party is not entitled to indemnification.
The foregoing provisions may reduce the likelihood of derivative
litigation against directors and officers and discourage or deter shareholders
from suing directors or officers for breaches of their duties to the Company,
even though such an action, if successful, might otherwise benefit the Company
and its shareholders. In addition, to the extent that the Company expends funds
to indemnify directors and officers, funds will be unavailable for operational
purposes.
THE COMPANY
The Quigley Corporation (the "Company") is a Nevada corporation which
was organized on August 24, 1989 and commenced business operations in October
1989.
The Company's initial business was the marketing and distribution of a
line of nutritious health supplements called Nutri-Bars. Since June 1996, the
Company has concentrated its business operations exclusively on the
manufacturing, marketing and development of its proprietary Cold-Eeze(R) and
Cold-Eezer Plus cold- remedy lozenge products and on development of various
product extensions. The Company's lozenge products are based upon a proprietary
zinc gluconate formula, which in a clinical study conducted by The Cleveland
Clinic, has been shown to reduce the severity and duration of the common cold
symptoms. The Quigley Corporation acquired world-wide manufacturing and
distribution
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<PAGE>
rights to this formulation in 1992 from Dr. John Godfrey and commenced national
marketing in 1996. The Company markets its Cold-Eeze(R) products through
manufacturer's representatives, network marketing, commercial dealerships and
other sources of marketing and promotion including television direct marketing.
The Company is a Nevada corporation which was organized on August 24, 1989 and
commenced business operations in October, 1989. Since its inception, the Company
has conducted research and development into various types of health-related food
supplements and homeopathic cold remedies.
The Company's principal office is located at the Landmark Building, 10
South Clinton Street, Doylestown, PA (and its alternative mailing address is
P.O. Box 1349, Doylestown, PA 18901). The telephone number is (215) 345-0919.
USE OF PROCEEDS
No net proceeds will be realized by the Company from the sale of the
Shares offered hereby by the Selling Shareholders. The Company will, however,
receive the exercise price of the warrants held by the Selling Shareholders, if
and when exercised. Such proceeds will be used by the Company for working
capital and other corporate purposes.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is American Stock
Transfer and Trust Company, New York, New York.
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<PAGE>
SELLING SHAREHOLDERS
The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling Shareholder prior to the Offering, (ii) the
number of Shares of Common Stock being offered for resale by each Selling
Shareholder and (iii) the number and percentage of shares of Common Stock that
each Selling Shareholder will beneficially own after completion of the Offering.
Except as set forth below, none of the Selling Shareholders has had a material
relationship with the Company during the past three years.
<TABLE>
<CAPTION>
No. of Shares
of Common Stock No. of
Beneficially Owned Shares Shares Beneficially Owned
Name Prior to Offering Offered After Offering(1)
- ------------------ ---------------------- -------- -----------------------------------
<S> <C> <C> <C> <C>
Guy J. Quigley (2).................... 3,841,854 715,000(3) 3,126,854 18.2%
Wendy Quigley......................... 700,000 400,000(4) 300,000 1.7%
Kariba Holdings, Ltd.................. 665,000 430,000(5) 235,000 1.4%
Charles Phillips (6).................. 1,482,992 610,000(7) 872,992 5.1%
Robert Pollack (8).................... 180,000 135,000(9) 45,000 *
Eric Kaytes (10)...................... 402,992 170,000(11) 0 *
William J. Reilly..................... 811,533 340,000(12) 471,533 2.7%
Marielle T. Reilly.................... 125,000 100,000(13) 25,000 *
Marielle T. Reilly, Trustee........... 125,000 100,000(14) 25,000 *
Ted Karkus............................ 50,000 50,000(15) 0 *
George J. Longo (16) ................. 125,000 125,000(17) 0 *
Prophase Management, Inc.............. 250,000 250,000(18) 0 *
Thomas MacAniff....................... 607,183 260,000(19) 347,183 2.0%
Sands Brothers & Co., Ltd............. 175,000 175,000(20) 0 *
SBS Retained Annuity Trust............ 180,000 180,000(21) 0 *
MSS Retained Annuity Trust............ 180,000 180,000(21) 0 *
Mark G. Hollo......................... 337,500 337,500(22) 0 *
Scott Franklin........................ 4,600 4,600(21) 0 *
Bob Spiegel........................... 4,600 4,600(21) 0 *
Richard Sands......................... 4,600 4,600(21) 0 *
Rob Bonaventura....................... 4,600 4,600(21) 0 *
Sabin Danziger........................ 1,900 1,900(21) 0 *
Community Funds, Inc.................. 2,000 2,000(21) 0 *
Charles Robinson...................... 3,200 3,200(21) 0 *
Gordon Fallone........................ 3,300 3,300(21) 0 *
Hugh Marasa........................... 3,300 3,300(21) 0 *
James Brodie.......................... 2,900 2,900(21) 0 *
Seth Potter........................... 11,000 11,000(23) 0 *
</TABLE>
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<TABLE>
<CAPTION>
No. of Shares
of Common Stock No. of
Beneficially Owned Shares Shares Beneficially Owned
Name Prior to Offering Offered After Offering(1)
- ------------------ ---------------------- -------- -----------------------------------
<S> <C> <C> <C> <C>
Alan Bluestine........................ 2,500 2,500(21) 0 *
BR/RA Trust........................... 175,000 175,000(21) 0 *
Aaron Scott........................... 44,500 44,500(24) 0 *
Matthew Russo......................... 8,500 8,500(25) 0 *
Brad Cohen............................ 1,000 1,000(26) 0 *
Diversified Corporate 350,000 350,000(27) 0 *
Consulting Group, LLC.................
Pacific Rim Pharmaceuticals........... 600,000 280,000(28) 320,000 1.9%
Frank M. Merlino...................... 10,000 10,000(29) 0 *
A. Jerene Robbins(30)................. 5,000 5,000(31) 0 *
</TABLE>
* Less than 1%.
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(1) Assumes that all Common Stock offered by the Selling Shareholders is
sold.
(2) Mr. Quigley is the Chairman of the Board, President and Chief Executive
Officer of the Company.
(3) Consists solely of Common Stock issuable to Mr. Quigley upon the
exercise of currently exercisable warrants to purchase (i) 200,000
shares of Common Stock at an exercise price of $.50 per share; (ii)
300,000 shares of Common Stock at an exercise price of $1.75 per share;
(iii) 75,000 shares of Common Stock at an exercise price of $2.50 per
share; and (iv) 140,000 shares of Common Stock at an exercise price of
$10.00 per share.
(4) Consists solely of Common Stock issuable to Ms. Quigley upon the
exercise of currently exercisable warrants to purchase (i) 200,000
shares of Common Stock at an exercise price of $.50 per share; and (ii)
200,000 shares of Common Stock at an exercise price of $1.75 per share.
(5) Consists solely of Common Stock issuable to Kariba Holdings upon the
exercise of currently exercisable warrants to purchase (i) 130,000
shares of Common Stock at an exercise price of $.50 per share; (ii)
300,000 shares of Common Stock at an exercise price of $1.75 per share.
(6) Mr. Phillips is the Vice President, Chief Operating Officer and a
Director of the Company.
(7) Consists solely of Common Stock issuable to Mr. Phillips upon the
exercise of currently exercisable warrants to purchase (i) 150,000
shares of Common Stock at an exercise price of $.50 per share; (ii)
300,000 shares of Common Stock at an exercise price of $1.75 per share;
(iii) 75,000 shares of Common Stock at an exercise price of $2.50 per
share; and (iv) 85,000 shares of Common Stock at an exercise price of
$10.00 per share.
(8) Mr. Pollack previously served as the Director of Research and
Development, the Chairman of the Medical Advisory Board and a Director
of the Company.
(9) Consists solely of Common Stock issuable to Mr. Pollack upon the
exercise of currently exercisable warrants to purchase (i) 60,000
shares of Common Stock at an exercise price of $.50 per share; (ii)
50,000 shares of Common Stock at an exercise price of $1.75 per share;
and (iii) 25,000 shares of Common Stock at an exercise price of $2.50
per share.
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(10) Mr. Kaytes is the Vice President, Secretary, Treasurer and a Director
of the Company.
(11) Consists solely of Common Stock issuable to Mr. Kaytes upon the
exercise of currently exercisable warrants to purchase (i) 60,000
shares of Common Stock at an exercise price of $.50 per share; (ii)
50,000 shares of Common Stock at an exercise price of $1.75 per share;
(iii) 25,000 shares of Common Stock at an exercise price of $2.50 per
share; and (iv) 35,000 shares of Common Stock at an exercise price of
$10.00 per share.
(12) Consists solely of Common Stock issuable to Mr. Reilly upon the
exercise of currently exercisable warrants to purchase (i) 100,000
shares of Common Stock at an exercise price of $.50 per share; (ii)
140,000 shares of Common Stock at an exercise price of $1.75 per share;
(iii) 50,000 shares of Common Stock at an exercise price of $2.50 per
share; (iv) 50,000 shares of Common Stock at an exercise price of
$10.00 per share.
(13) Consists solely of Common Stock issuable to Ms. Reilly upon the
exercise of currently exercisable warrants to purchase 100,000 shares
of Common Stock at an exercise price of $.50 per share.
(14) Consists solely of Common Stock issuable to Ms. Reilly, Trustee upon
the exercise of currently exercisable warrants to purchase 100,000
shares of Common Stock at an exercise price of $1.75 per share.
(15) Consists solely of Common Stock issuable to Mr. Karkus upon the
exercise of currently exercisable warrants to purchase 50,000 shares of
Common Stock at an exercise price of $2.50 per share.
(16) Mr. Longo is the Chief Financial Officer and a Director of the Company.
(17) Consists solely of Common Stock issuable to Mr. Longo upon the exercise
of currently exercisable warrants to purchase (i) 50,000 shares of
Common Stock at an exercise price of $2.50 per share; and (ii) 75,000
shares of Common Stock at an exercise price of $10.00 per share.
(18) Consists solely of Common Stock issuable to Prophase Management upon
the exercise of currently exercisable warrants to purchase 200,000
shares of Common Stock at an exercise price of $1.75 per share; and
(ii) 50,000 shares of Common Stock at an exercise price of $10.00 per
share.
(19) Consists solely of Common Stock issuable to Mr. MacAniff upon the
exercise of currently exercisable warrants to purchase (i) 60,000
shares of Common Stock at an exercise price of $1.75 per share; and
(ii) 200,000 shares of Common Stock at an exercise price of $10.00 per
share.
(20) Consists solely of Common Stock issuable to Sands Brothers upon the
exercise of currently exercisable warrants to purchase 175,000 shares
of Common Stock at an exercise price of $10.00 per share.
(21) Consists solely of Common Stock issuable to the Selling Shareholder
upon the exercise of currently exercisable warrants to purchase shares
of Common Stock at an exercise price of $1.75 per share.
(22) Consists solely of Common Stock issuable to Mr. Hollo upon the exercise
of currently exercisable warrants to purchase (i) 175,000 shares of
Common Stock at an exercise price of $1.75 per share and (ii) 162,500
shares of Common Stock at an exercise price of $10.00 per share.
(23) Consists solely of Common Stock issuable to Mr. Potter upon the
exercise of currently exercisable warrants to purchase (i) 9,500 shares
of Common
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<PAGE>
Stock at an exercise price of $1.75 per share and (ii) 1,500 shares of
Common Stock at an exercise price of $10.00 per share.
(24) Consists solely of Common Stock issuable to Mr. Scott upon the exercise
of currently exercisable warrants to purchase (i) 35,500 shares of
Common Stock at an exercise price of $1.75 per share and (ii) 9,000
shares of Common Stock at an exercise price of $10.00 per share.
(25) Consists solely of Common Stock issuable to Mr. Russo upon the exercise
of currently exercisable warrants to purchase (i) 7,000 shares of
Common Stock at an exercise price of $1.75 per share and (ii) 1,500
shares of Common Stock at an exercise price of $10.00 per share.
(26) Consists solely of Common Stock issuable to Mr. Cohen upon the exercise
of currently exercisable warrants to purchase (i) 500 shares of Common
Stock at an exercise price of $1.75 per share and (ii) 500 shares of
Common Stock at an exercise price of $10.00 per share.
(27) Consists solely of Common Stock issuable to Diversified Corporate
Consulting Group, LLC upon the exercise of currently exercisable
warrants to purchase 350,000 shares of Common Stock at an exercise
price of $1.75 per share.
(28) Consists solely of Common Stock issuable to Pacific Rim Pharmaceuticals
upon the exercise of currently exercisable options to purchase 280,000
shares of Common Stock at an exercise price of $.50 per share.
(29) Consists solely of Common Stock issuable to F. M. Merlino upon the
exercise of currently exercisable warrants to purchase 10,000 shares of
Common Stock at an exercise price of $10.00 per share.
(30) Prior to June 5, 1997, Dr. Robbins was a Director of the Company.
(31) Consists solely of Common Stock issuable to Dr. Robbins upon the
exercise of currently exercisable warrants to purchase 5,000 shares of
Common Stock at an exercise price of $10.00 per share.
There is no assurance that the Selling Shareholders which hold warrants
to purchase Common Stock from the Company will exercise such warrants or that
such Selling Shareholder or any other Selling Shareholder will otherwise opt to
sell any of the Shares offered hereby. To the extent required, the specific
Shares to be sold, the names of the Selling Shareholders, other additional
shares of Common Stock beneficially owned by such Selling Shareholders, the
public offering price of the Shares to be sold, the names of any agent, dealer
or underwriter employed by such Selling Shareholders in connection with such
sale, and any applicable commission or discount with respect to a particular
offer will be set forth in an accompanying Prospectus Supplement.
The Shares covered by this Prospectus may be sold from time to time so
long as this Prospectus remains in effect; provided, however, that the Selling
Shareholders are first required to contact the Company's Corporate Secretary to
confirm that this Prospectus is in effect. The Company intends to distribute to
each Selling Shareholder a letter setting forth the procedures whereby such
Selling Shareholder may use the Prospectus to sell the shares
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<PAGE>
and under what conditions the Prospectus may not be used. The Selling
Shareholders expect to sell the Shares at prices then attainable, less ordinary
brokers' commissions and dealers' discounts as applicable.
The Selling Shareholders and any broker or dealer to or through whom
any of the Shares are sold may be deemed to be underwriters within the meaning
of the Securities Act with respect to the Common Stock offered hereby, and any
profits realized by the Selling Shareholders or such brokers or dealers may be
deemed to be underwriting commissions. Brokers' commissions and dealers'
discounts, taxes and other selling expenses to be borne by the Selling
Shareholders are not expected to exceed normal selling expenses for sales
over-the-counter or otherwise, as the case may be. The registration of the
Shares under the Securities Act shall not be deemed an admission by the Selling
Shareholders or the Company that the Selling Shareholders are underwriters for
purposes of the Securities Act of any Shares offered under this Prospectus.
PLAN OF DISTRIBUTION
This Prospectus covers 5,480,000 shares of the Company's Common Stock.
All of the Shares offered hereby are being sold by the Selling Shareholders. The
securities covered by this Prospectus may be sold under Rule 144 instead of
under this Prospectus. The Company will realize no proceeds from the sale of the
Shares by the Selling Shareholders, but will receive amounts upon exercise of
the Warrants, which amounts will be used for working capital and general
corporate purposes.
The distribution of the Shares by the Selling Shareholders is not
subject to any underwriting agreement. The Selling Shareholders may sell the
Shares offered hereby from time to time in transactions on one or more
exchanges, in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices relating to prevailing
market prices or at negotiated prices. In addition, from time to time the
Selling Shareholders may engage in short sales, short sales against the box,
puts and calls and other transactions in securities of the Company or
derivatives thereof, and may sell and deliver the shares in connection
therewith.
From time to time the Selling Shareholders may pledge their Shares
pursuant to the margin provisions of its customer agreements with its brokers.
Upon a default by the Selling Shareholders, the broker may offer and sell the
pledged Shares.
Such transactions may be effected by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of the Shares
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<PAGE>
for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of the customary commissions). The Selling Shareholders and any
broker-dealers that participate with the Selling Shareholders in the
distribution of the Shares may be deemed to be underwriters within the meaning
of Section 2(11) of the Securities Act and any commissions received by them and
any profit on the resale of the Shares may be deemed to be underwriting
commissions or discounts under the Securities Act. The Selling Shareholders will
pay any transaction costs associated with effecting any sales that occur.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with by the Company and the Selling
Shareholders.
Any broker-dealer acquiring Common Stock offered hereby may sell such
securities either directly, in its normal market-making activities, through or
to other brokers on a principal or agency basis or to its customers. Any such
sales may be at prices then prevailing on Nasdaq, at prices related to such
prevailing market prices or at negotiated prices to its customers or a
combination of such methods. In addition and without limiting the foregoing, the
Selling Stockholders will be subject to applicable provisions of Regulation M,
which may limit the timing of the purchases and sales of shares of Common Stock
by the Selling Stockholders.
The Selling Shareholders are not restricted as to the price or prices
at which it may sell their Shares. Sales of such Shares may have an adverse
effect on the market price of the Common Stock. Moreover, the Selling
Shareholders are not restricted as to the number of Shares that may be sold at
any time, and it is possible that a significant number of Shares could be sold
at the same time which may also have an adverse effect on the market price of
the Company's Common Stock.
The Company has agreed to pay all fees and expenses incident to the
registration of the Shares, except selling commissions and fees and expenses of
counsel or any other professionals or other advisors, if any, to the Selling
Shareholders.
This Prospectus also may be used, with the Company's consent, by donees
or other transferees of the Selling Shareholders, or by other persons acquiring
the Common Stock under circumstances requiring or making desirable the use of
this Prospectus for the offer and sale of such shares.
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<PAGE>
LEGAL MATTERS
The legality of the Shares offered hereby will be passed upon for the
Company by Olshan Grundman Frome & Rosenzweig LLP, New York, New York.
EXPERTS
The financial statements as of September 30, 1996 and December 31,
1996, for the year ended September 30, 1996 and for the interim period ended
December 31, 1996, incorporated by reference in this prospectus and elsewhere in
this Registration Statement have been audited by Nachum Blumenfruct CPA,
independent public accountant, as indicated in his report with respect thereto,
and are included herein in reliance upon the authority of Mr. Blumenfruct as an
expert in giving said report.
The consolidated financial statements of the Quigley Corporation
included in the report on Form 10-KSB of the Company for the fiscal year ended
December 31, 1997 referred to above have been audited by Coopers & Lybrand
L.L.P., independent auditors, as set forth in their report dated February 20,
1998, accompanying such financial statements, and incorporated herein in
reliance upon the report of such firm, which report is given upon their
authority as experts in accounting and auditing.
Any financial statements and schedules hereinafter incorporated by
reference in the registration statement of which this prospectus is part that
have been audited and are subject of a report by independent accountants will be
so incorporated by reference in reliance upon such reports and upon the
authority of such firms as experts in accounting and auditing to the extent
covered by consents filed with the Commission.
CHANGE OF ACCOUNTANTS
On January 29, 1997, the Company determined to change accountants to
Coopers & Lybrand L.L.P. The Company's prior auditor, Nachum Blumenfruct, CPA
resigned and on the same date, the Company engaged Coopers & Lybrand, L.L.P., to
audit its financial statements. The decision to change accountants was made with
the approval of the Company's Board of Directors and was a result of the
dramatic expansion of business operations since the close of the fiscal year
ended September 30, 1996 and the interim period ended December 31, 1996.
The Company believes, and has been advised by Nachum Blumenfruct that
he concurs in such belief, that, the Company and Mr. Blumenfruct did not have
any disagreement on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of Mr. Blumenfruct, would have caused him to make
reference in connection with his report on the Company's financial statements to
the subject matter of the disagreement.
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<PAGE>
No report of Mr. Blumenfruct on the Company's financial statements for
either of the past two fiscal years contained an adverse opinion, a disclaimer
or opinion or a qualification (other than a going concern qualification) or was
modified as to uncertainty, audit scope or accounting principles. During such
fiscal periods, there were no "reportable events" within the meaning of Item
304(a)(1) of Regulation S-K promulgated under the Securities Act.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the following
regional offices: 7 World Trade Center, Suite 1300, New York, New York 10048,
and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 upon payment of
the fees prescribed by the Commission. In addition, reports, proxy statements
and other information concerning the Company (symbol: QGLY) can be inspected and
copied at the offices of the Nasdaq Stock Market, 1735 K Street, N.W.,
Washington, D.C. 20006, on which the Common Stock of the Company is listed. Such
material may also be accessed electronically by means of the Commission's home
page on the internet at http//www.sec.gov.
The Company has also filed with the Commission registration statement
on Form SB-2, as amended by a post-effective amendment on Form S-3 (as it may be
further amended, the "Registration Statement") under the Securities Act with
respect to the Shares offered hereby. This Prospectus does not contain all of
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement.
-17-
<PAGE>
No dealer, salesman or any other person is authorized to give any information or
to make any representations in connection with this offering not contained in
this Prospectus and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or any other person.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any security other than the Securities offered by this Prospectus
or an offer by any person in any jurisdiction where such an offer or
solicitation is not authorized or is unlawful. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that information herein is correct as of any time subsequent to
its date.
TABLE OF CONTENTS
PAGE
Incorporation of Certain Documents
By Reference......................................... 2
Risk Factors .......................................... 3
The Company............................................ 8
Use of Proceeds........................................ 9
Transfer Agent and Register............................ 9
Selling Shareholders................................... 10
Plan of Distribution................................... 14
Legal Matters.......................................... 16
Experts................................................ 16
Change of Accountants.................................. 16
Available Information.................................. 17
THE QUIGLEY
CORPORATION
5,480,000 SHARES OF COMMON STOCK
PROSPECTUS
June ___, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses (other than
underwriting discounts and commissions) which will be paid by the Registrant in
connection with the issuance and distribution of the securities being
registered. With the exception of the SEC registration fee and the NASD filing
fee, all amounts shown are estimates.
Legal fees and expenses.................................... 5,000.00
Accounting fees and expenses............................... 3,000.00
Miscellaneous expenses..................................... 500.00
---------
Total...................................................... $8,500.00
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-laws authorize indemnification of directors and
officers as follows:
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.
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<PAGE>
Section 2. No officer, director or shareholder 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
II-2
<PAGE>
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 shareholders;
(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:
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<PAGE>
(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
shareholders 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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
EXHIBIT NO.
4.1 Specimen Certificate of the Company's Common Stock (incorporated by
reference to Exhibit 4.1 of the Company's Form 10-KSB dated April 4,
1997).
*5.1 Opinion of Olshan Grundman Frome & Rosenzweig LLP with respect to
legality of the Common Stock.
*23.1 Consent of Olshan Grundman Frome & Rosenzweig LLP (included in Exhibit
5.1 to this Registration Statement).
23.2 Consent of Nachum Blumenfruct, independent public accountant.
23.3 Consent of Coopers & Lybrand L.L.P., independent public accountants.
*24.1 Power of Attorney (included on the signature page of the Registration
Statement, as originally filed).
- -------------------------
* Previously filed
ITEM 17. UNDERTAKINGS.
(a) 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 an action, suit or
proceeding) is asserted by such director,
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<PAGE>
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.
(b) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement 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;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to 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.
(3) 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to
be part of this Registration Statement as of the time it was declared effective.
(c) 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 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.
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<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 filing on Form S-3 and has duly caused this
post-effective amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Doylestown,
State of Pennsylvania, on the 9th day of June, 1998.
THE QUIGLEY CORPORATION
/S/ GUY J. QUIGLEY
-------------------------------------------
Guy J. Quigley, Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ GUY J. QUIGLEY Chairman of the June 9, 1998
- ------------------------- Board, President,
Guy J. Quigley Chief Executive
Officer and
Director
* Vice President, June 9, 1998
- ------------------------- Officer and
George J. Longo Director (Principal
Financial and
Accounting Officer)
* Vice President, June 9, 1998
- ------------------------- Secretary,
Eric H. Kaytes Treasurer, and
Director
* Vice President, June 9, 1998
- ------------------------- Chief Operating
Charles A. Phillips Officer and
Director
/S/ GURNEY P. SLOAN, JR. Director June 9, 1998
- -------------------------
Gurney P. Sloan, Jr.
/S/ JACQUELINE F. LEWIS Director June 9, 1998
- -------------------------
Jacqueline F. Lewis
*By: /S/ GUY J. QUIGLEY
-----------------------
Guy J. Quigley
Attorney-in-fact
II-6
N. BLUMENFRUCHT
Certified Public Accountant
1040 East 22nd Street
Brooklyn, N.Y. 11210
(718) 692-2743
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
The Board of Directors
The Quigley Corporation
As independent public accountant, I hereby consent to the incorporation
in this Post-Effective Amendment on Form S-3 of (i) my report dated December 12,
1996 included in The Quigley Corporation's Form 10-KSB for the year ended
September 30, 1996, (ii) my report dated February 11, 1998 included in The
Quigley Corporation's Form 10-KSB for the year ended December 31, 1997 and (iii)
to all references to me included in this Post-Effective Amendment.
/S/ NACHUM BLUMENFRUCHT
---------------------------
Nachum Blumenfrucht
Certified Public Accountant
Brooklyn, New York
June 9, 1998
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 (File No. 333-31241) of our report dated February 20, 1998, on our
audit of the financial statements of The Quigley Corporation as of and for the
year ended December 31, 1997 appearing in and incorporated by reference in the
Annual Report on Form-10KSB under the Securities Exchange Act of 1934 of The
Quigley Corporation for the year ended December 31, 1997. We also consent to the
references to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
June 9, 1998
