SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 1998
THE QUIGLEY CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 01-21617 23-2577138
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Landmark Building, P.O. Box 1349, Doylestown, PA 18901
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Address of principal executive offices
Registrant's telephone number, including area code: (215) 345-0919
N/A
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(Former name or former address, if changed since last report.)
Exhibit Index on Page 7.
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Item 5. OTHER EVENTS.
1. ADOPTION OF SHAREHOLDER RIGHTS PLAN
On September 8, 1998, the Board of Directors of The Quigley
Corporation (the "Company") declared a dividend of one common share purchase
right (a "Right") for each outstanding share of common stock, par value $.0005
per share (the "Common Shares"), of the Company. The dividend is payable on
September 25, 1998 (the "Record Date") to the shareholders of record on that
date. Each Right entitles the registered holder to purchase from the Company one
Common Share at a price of $45 per share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of September 15, 1998, between the
Company and American Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding Common Shares
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a copy
of the Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or a copy of the
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights (the "Right Certificates") will be mailed to holders of
record of the Common Shares as of the close of business on the Distribution Date
and such separate Right Certificates alone will evidence the Rights.
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The Rights are not exercisable until the Distribution Date.
The Rights will expire on September 28, 2008 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case, as described below.
As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights (the "Right Certificates") will be
mailed to holders of record of the Common Shares as of the close of business on
the Distribution Date and such separate Right Certificates alone will evidence
the Rights. All Common Shares issued prior to the Distribution Date will be
issued with the Rights. Common Shares issued after the Distribution Date will be
issued with the Rights if such shares are issued pursuant to the exercise of
stock options or under an employee benefit plan, or upon conversion of
securities issued after adoption of the Rights Agreement. Except as otherwise
determined by the Board of Directors, no other Common Shares issued after the
Distribution Date will be issued with Rights.
The Purchase Price payable, and the number of Common Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares or securities convertible
into Common Shares with a conversion price, less than the then-current market
price of the Common Shares or (iii) upon the distribution to holders of the
Common Shares of evidences of indebtedness or assets (excluding regular periodic
cash dividends paid out of earnings or retained earnings) or of subscription
rights or warrants (other than those referred to above).
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a Right, other
than Rights beneficially owned by the Acquiring Person (which will thereafter be
void), will thereafter have the right to receive, upon exercise, Common Shares
having a market value of two times the exercise price of the Right. However,
Rights are not exercisable following the occurrence of the events set forth
above until they are no longer redeemable by the Company as set forth below.
In the event that at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business combination
transaction, or (ii) 50% or more of the Company's consolidated assets or earning
power are sold or transferred, each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right.
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At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group, which will
have become void), in whole or in part, at an exchange ratio of one Common Share
per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Common Shares will be issued (and in
lieu thereof, an adjustment in cash will be made based on the market price of
the Common Shares on the last trading day prior to the date of exercise.
At any time until 10 days following the acquisition by a
person or group of affiliated or associated persons of beneficial ownership of
15% or more of the outstanding Common Shares, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). Immediately upon any redemption of the Rights,
the Rights will terminate and the only right the holders of Rights will have is
to receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company prior to the Distribution Date. After the Distribution
Date, the provisions of the Rights Agreement may be amended by the Board of
Directors of the Company only to cure an ambiguity, defect or inconsistency, to
make changes which do not adversely affect the interests of the holders of
Rights (excluding the interests of any Acquiring Person), or to shorten or
lengthen any time period under the Rights Agreement; provided, however, that no
amendment to adjust the time period governing redemption shall be made at such
time as the Rights are not redeemable.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The existence of the Rights may deter certain acquirors from making
takeover proposals or tender offers. However, the Rights are not intended to
prevent a takeover, but rather are designed to enhance the ability of the Board
of Directors to negotiate with an acquiror on behalf of all of the shareholders.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors since the Rights may be redeemed by the
Company at the Redemption Price prior to the time that a person or group has
acquired beneficial ownership of 15% or more of the Common Stock.
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For additional information regarding the Shareholder Rights
Plan, reference is made to the Form of Letter to Shareholders to be mailed with
copies of Summary of Rights to Purchase Common Shares and the Rights Agreement,
dated as of September 15, 1998 between the Company and American Stock Transfer &
Trust Company, as Rights Agent, each of which are attached as exhibits to the
Company's Form 8-A and are incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by reference to such
exhibits.
2. AMENDMENT OF BY-LAWS
On September 8, 1998, the Company's Board of Directors also
approved an amendment to the Company's By-laws to, among other things, increase
the percentage of outstanding shares needed for shareholders to request a
special meeting, change the notification provisions relating to special meetings
of the Board of Directors and delete a provision stating that By-law amendments
shall not become effective for a period of twelve months following the adoption
thereof. The amendments to the By-laws will become effective on September 8,
1999. The By-law amendments are included as Exhibit 99.3 hereto and the
foregoing description is qualified in its entirety by reference to such exhibit.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) EXHIBITS.
99.1 Rights Agreement, dated as of September 15, 1998,
between The Quigley Corporation and American Stock
Transfer & Trust Company (Incorporated by reference
to the Company's Registration Statement of Form 8-A
filed with the Securities and Exchange Commission on
September 18, 1998).
99.2 Form of Letter to Shareholders to be mailed with
copies of Summary of Rights to Purchase Common
Shares (Incorporated by reference to the Company's
Registration Statement of Form 8-A filed with the
Securities and Exchange Commission on September 18,
1998).
99.3 By-law Amendments of The Quigley Corporation dated
September 8, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 18, 1998 THE QUIGLEY CORPORATION
By: /S/ GEORGE J. LONGO
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Name: George J. Longo
Title: Vice President and
Chief Financial Officer
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AMENDMENT TO BY-LAWS
OF
THE QUIGLEY CORPORATION
(EFFECTIVE AS OF SEPTEMBER 8, 1999)
The By-Laws of The Quigley Corporation (the "Corporation"), are amended
as follows, as of September 8, 1999, said amendments having been approved by a
majority of the directors at a special meeting held on September 8, 1998:
Section 2 of Article II of the Corporation's By-laws is amended and
restated to read in its entirety as follows:
"Special Meetings of the shareholders may be held at any time
and for any purpose and may be called by the chief executive officer,
the board of directors or by a shareholder or shareholders holding 25%
or more of the voting power of all shares entitled to vote at the
meeting. A shareholder or shareholders holding the requisite percentage
of the voting power of all shares entitled to vote may demand a special
meeting of the shareholders by written notice of demand given to the
president of the corporation and containing the purposes of such
meeting. Unless requested by shareholders entitled to cast a majority
of all votes entitled to be cast at the meeting, a special meeting need
not be called to consider any matter which is substantially the same as
a matter voted on at any meeting of shareholders during the proceeding
twelve months. The business transacted at a special meeting shall be
limited to the purposes as stated in the notice of the meeting."
Section 4 of Article III of the Corporation's By-laws is amended and
restated to read in its entirety as follows:
"Meetings of the board of directors may be called by the
president by giving at least twenty-four hours notice, or by any other
two directors by giving at least five days' notice, of the date, time
and place thereof to each director at his last known address by mail,
telephone, telegram, facsimile or in person. If the day or date, time
and place of a meeting of the board of directors has been announced at
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a previous meeting of the board, no notice is required. Notice of an
adjourned meeting of the board of directors need not be given other
than by announcement at the meeting at which adjournment is taken.
Notice of any meeting of the board of directors may be waived
by any director either before, at or after such meeting orally or in a
writing signed by such director. A director, by his or her attendance
at any meeting of the board of directors, shall be deemed to have
waived notice of such meeting, except where the director objects at the
beginning of the meeting to the transaction of business because the
meeting is not lawfully called or convened and does not participate
thereafter in the meeting. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the board of
directors need be specified in the notice or waiver of notice of such
meeting."
Section 1 of Article VIII of the Corporation's By-laws is amended and
restated to read in its entirety as follows:
"The fiscal year of the corporation shall be determined by the
board of directors."
Section 2 of Article XII of the Corporation's By-laws is deleted in its
entirety.
The amendments contained herein shall become effective on September 8,
1999. Except as herein amended, the terms and provisions of the By-Laws of the
Corporation will remain unmodified and in full force and effect.
THE QUIGLEY CORPORATION
By:__________________________________
Eric Kaytes
Secretary
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