ProPhase Labs, Inc. — Major Shareholding Notification 2009

May 1, 2009

SC 13D/A 1 v147733_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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)

April 29, 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 ¨ .

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) ¨ (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) ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA |

| NUMBER
OF | 7 | SOLE
VOTING POWER 620,850 |
| --- | --- | --- |
| SHARES BENEFICIALLY | 8 | SHARED
VOTING POWER 0 |
| OWNED BY EACH REPORTING | 9 | SOLE
DISPOSITIVE POWER 620,850 |
| PERSON WITH | 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) ¨ |
| 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) ¨ (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) ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA |

| NUMBER
OF | 7 | SOLE
VOTING POWER 151,473 |
| --- | --- | --- |
| SHARES BENEFICIALLY | 8 | SHARED
VOTING POWER 0 |
| OWNED BY EACH REPORTING | 9 | SOLE
DISPOSITIVE POWER 151,473 |
| PERSON WITH | 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) ¨ |
| 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) ¨ (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) ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA |

| NUMBER
OF | 7 | SOLE
VOTING POWER 277,000 |
| --- | --- | --- |
| SHARES BENEFICIALLY | 8 | SHARED
VOTING POWER 0 |
| OWNED BY EACH REPORTING | 9 | SOLE
DISPOSITIVE POWER 277,000 |
| PERSON WITH | 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) ¨ (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) ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA |

| NUMBER
OF | 7 | SOLE
VOTING POWER 20,000 |
| --- | --- | --- |
| SHARES BENEFICIALLY | 8 | SHARED
VOTING POWER 0 |
| OWNED BY EACH REPORTING | 9 | SOLE
DISPOSITIVE POWER 20,000 |
| PERSON WITH | 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) ¨ |
| 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) ¨ (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) ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA |

| NUMBER
OF | 7 | SOLE
VOTING POWER 240,000 |
| --- | --- | --- |
| SHARES BENEFICIALLY | 8 | SHARED
VOTING POWER 0 |
| OWNED BY EACH REPORTING | 9 | SOLE
DISPOSITIVE POWER 240,000 |
| PERSON WITH | 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) ¨ |
| 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. 2 (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, as amended by Amendment No 1 filed on April 28, 2009 (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.

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

ITEM 4. PURPOSE OF TRANSACTION

On April 23, 2009, The Quigley Corporation filed an action in the United States District Court for the Eastern District of Pennsylvania against Ted Karkus, John Edmunds Ligums, Sr. (“Ligums”), Mark Burnett, John DeShazo, Louis Gleckel, MD and Mark Leventhal asserting claims for violations of Sections 13(d), 14(a) and 16(a) of the Securities Exchange Act of 1934, as amended.

The Reporting Persons filed a Motion to Dismiss the claim on April 29, 2009.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

The following exhibits are filed with this Amendment.

Exhibit 99.1. Motion to Dismiss dated April 29, 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: | May
1, 2009 | /s/ Ted Karkus |
| --- | --- | --- |
| | | By: Ted
Karkus |
| Dated: | May
1, 2009 | /s/ Mark Burnett |
| | | By: Mark
Burnett |
| Dated: | May
1, 2009 | /s/ John DeShazo |
| | | By: John
DeShazo |
| Dated: | May
1, 2009 | /s/ Louis Gleckel, M.D. |
| | | By: Louis
Gleckel, M.D. |
| Dated: | May
1, 2009 | /s/ Mark Leventhal |
| | | By: Mark
Leventhal |