Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ProPhase Labs, Inc. Proxy Solicitation & Information Statement 2009

May 18, 2009

34999_rns_2009-05-18_57f9431a-cb83-452c-bb85-48d590f93a48.zip

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

DEFA14A 1 defa14a03814_05182009.htm defa14a03814_05182009.htm Licensed to: Olshan Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

o Definitive Proxy Statement

x Definitive Additional Materials

o Soliciting Material Under Rule 14a-12

| THE
QUIGLEY CORPORATION |
| --- |
| (Name
of Registrant as Specified in Its Charter) |
| (Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant) |

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials:

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

On May 18, 2009, The Quigley Corporation issued the following press release.

Press Release Source: The Quigley Corporation

The Quigley Corporation Announces Update on Strategic Alternatives and Commitment to Additional Review of Current Cost Structure

On Monday May 18, 2009, 4:50 pm EDT

DOYLESTOWN, Pa., May 18 /PRNewswire-FirstCall/ -- The Quigley Corporation, (Nasdaq: QGLY), www.quigleyco.com, today announced an update on the Company's possible alternative strategies going forward following the Company's recent announcement regarding the unexpected positive finding for its QR-333 (Diabetic Peripheral Neuropathy) compound during the recently completed Phase 11b clinical trial. While the complete statistical results of the trial are awaited, the Company's Board of Directors and management will immediately initiate a process to explore and evaluate various strategic and financial alternatives available, with the goal to maximize stockholder value.

The possible options being considered by the Company currently include, licensing, joint venture, and if beneficial to the stockholders, the sale of the Pharma division. In addition, the Company will be actively considering the separation of the OTC and Pharma assets to further explore all means of maximizing stockholder value. In order to properly evaluate these options, the Company is in the process of retaining a nationally recognized investment banker to serve as its financial advisor in connection with this process.

The Company also confirmed today that in addition to the consolidation process currently underway at its manufacturing facility, Quigley Manufacturing Inc., it is committed to implementing further cost reductions particularly in the area of compensation for certain executives and other operating areas as deemed necessary. The cost reduction has become necessary due to reduced performance of the Company's OTC segment of the business which is reflective of the broad downturn in consumer spending on this category of goods.

Guy J. Quigley, Chairman, Chief Executive Officer and President of The Quigley Corporation, stated, "As we continue to implement our long-term strategic plan and work to realize the potential of Pharma's QR-333 compound to treat Diabetic Peripheral Neuropathy and other formulations currently under development by the Company's Pharma division, management and our Board of Directors have determined that we should examine all potential means for maximizing value for our stockholders. Due to the current broad economic decline in the overall HBC category (Health and Beauty Care) marketplace, in both dollar and unit sales, a segment of the market into which cold remedies such as COLD-EEZE falls, we foresee no sign of immediate improvement. Therefore, we are taking the additional steps announced today to more closely align our operating costs with the current decreased level of demand for the Company OTC products."

The Company cautions that there can be no assurance that the exploration of strategic alternatives will result in any specific transaction. The Company does not expect to disclose further developments regarding the process until the completion of the strategic alternatives review and a decision by the Board of Directors regarding a transaction or course of action.

CONTACT:

Gerard M. Gleeson The Quigley Corporation Vice President, CFO (215) 345-0919 Mark Harnett / Bob Marese MacKenzie Partners, Inc. (212) 929-5500 [email protected] Carl Hymans G. S. Schwartz & Co. 212-725-4500 [email protected]