ProPhase Labs, Inc. — Major Shareholding Notification 2009

Jun 16, 2009

SC 13D/A 1 v152354_sc13da.htm Unassociated Document Licensed to: Vintage Filings Document Created using EDGARizer 4.0.6.4 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

| The
Quigley Corporation |
| --- |
| (Name
of Issuer) |

| Common
Stock, par value $.0005 per share |
| --- |
| (Title
of Class of Securities) |

74838L304
(CUSIP
Number)

Aron Izower

Reed Smith LLP

599 Lexington Ave.

New York, New York 10022

| (212)
549-0393 |
| --- |
| (Name, Address and Telephone
Number of Person |

Authorized to Receive Notices and Communications)

| June
12, 2009 |
| --- |
| (Date
of Event which Requires Filing of this
Statement) |

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

---

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information, which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 74838L304 Page 2 of 8 Pages

| 1 | NAME
OF REPORTING PERSON SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ted
Karkus | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
Instructions) (a) o (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (see Instructions) PF | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) o | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 620,850 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 620,850 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 620,850 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
Instructions) o | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% | |
| 14 | TYPE
OF REPORTING PERSON (see Instructions) IN | |

CUSIP No. 74838L304 Page 3 of 8 Pages

| 1 | NAME
OF REPORTING PERSON SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mark
Burnett | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
Instructions) (a) o (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (see Instructions) PF | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) o | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 151,473 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 151,473 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 151,473 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
Instructions) o | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% | |
| 14 | TYPE
OF REPORTING PERSON (see Instructions) IN | |

CUSIP No. 74838L304 Page 4 of 8 Pages

| 1 | NAME
OF REPORTING PERSON SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John
DeShazo | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
Instructions) (a) o (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (see Instructions) PF | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) o | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 277,000 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 277,000 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 277,000 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
Instructions) ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1% | |
| 14 | TYPE
OF REPORTING PERSON (see Instructions) IN | |

CUSIP No. 74838L304 Page 5 of 8 Pages

| 1 | NAME
OF REPORTING PERSON SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Louis
Gleckel, MD | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
Instructions) (a) o (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (see Instructions) PF | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) o | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 20,000 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 20,000 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
Instructions) o | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% | |
| 14 | TYPE
OF REPORTING PERSON (see Instructions) IN | |

CUSIP No. 74838L304 Page 6 of 8 Pages

| 1 | NAME
OF REPORTING PERSON SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mark
Leventhal | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
Instructions) (a) o (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (see Instructions) PF | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) o | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 240,000 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 240,000 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 240,000 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
Instructions) o | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% | |
| 14 | TYPE
OF REPORTING PERSON (see Instructions) IN | |

CUSIP No. 74838L304 Page 7 of 8 Pages

This Amendment No. 3 (this “Amendment”) relates to the Schedule 13D filed by Ted Karkus, Mark Burnett, John DeShazo, Louis Gleckel, MD, and Mark Leventhal (together, the “Reporting Persons”) with the Securities and Exchange Commission on April 7, 2009 and amended on April 29, 2009 and May 18, 2009 (collectively, the “Schedule 13D”), relating to shares of common stock, par value $0.0005 per share, of The Quigley Corporation (the “Company”).

Neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that they constitute a “group” as such term is used in Section 13(d)(1)(k) of the rules and regulations under the Securities Exchange Act of 1934, as amended (the “Act”).

Items 4 and 7 of the Schedule 13D are hereby amended and supplemented as follows:

ITEM 4. PURPOSE OF TRANSACTION

As previously reported, the Reporting Persons verbally agreed to vote their Shares in support of a proxy in which they were nominated as directors of the Company.

On May 20, 2009, the Company held its 2009 annual meeting of shareholders and each of the seven directors (including each of the five Reporting Persons) that were nominated by the Reporting Persons were elected as directors of the Company.

On May 29, 2009, the Company filed a motion in the United States District Court for the Eastern District of Pennsylvania (the “Court”) against Ted Karkus, John Edmunds Ligums, Sr., Mark Burnett, John DeShazo, Louis Gleckel, MD and Mark Leventhal, to prevent the Reporting Persons from being sat as new members of the Board of Directors of the Company. On May 29, 2009, the Court issued a standstill order, requiring the Company to keep the status quo in place, pending a further ruling of the court. On June 1, 2009, TVS Associates, Inc., the inspector of election for the annual meeting determined that the Reporting Persons' seven director nominees received a larger number of votes than the Company's incumbent directors.

On June 12, 2009, the Court issued a Decision and Order, finding no merit to the Company’s claims to enjoin the new directors from being seated and directed that the standstill be lifted. A copy of the Order and the Memorandum setting forth the explanation for the Court’s decision is attached as an exhibit hereto. On June 12th, the Reporting Persons took office as directors of the Company.

As the Reporting Persons have achieved their stated objective and as there are no further agreements among them with respect to specific actions, they believe that they no longer constitute a group under the Act and are therefore no longer subject to Scheduling 13D reporting requirements.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

The following exhibits are filed with this Amendment.

Exhibit 99.1. Order and Memorandum dated June 12, 2009

CUSIP No. 74838L304 Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

| Dated: June
16, 2009 | /s/ Ted Karkus |
| --- | --- |
| | By: Ted
Karkus |
| Dated: June
16, 2009 | /s/ Mark Burnett |
| | By: Mark
Burnett |
| Dated: June
16, 2009 | /s/ John DeShazo |
| | By: John
DeShazo |
| Dated: June
16, 2009 | /s/ Louis Gleckel, M.D |
| | By: Louis
Gleckel, M.D. |
| Dated: June
16, 2009 | /s/ Mark Leventhal |
| | By: Mark
Leventhal |