- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
April 28 2010 - 10:11AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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
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Filed
by the Registrant
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x
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Filed
by a Party other than the Registrant
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o
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Check the
appropriate box:
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o
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Preliminary
Proxy Statement
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o
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Confidential,
For Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))
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o
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to §240.14a-12
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THE
QUIGLEY CORPORATION
(Name of
Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check the appropriate box):
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of transaction:
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o
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Fee
paid previously with preliminary
materials:
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o
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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.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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On or about April 2, 2010, The Quigley
Corporation (the “
Company
”) furnished or
otherwise made available to stockholders its Proxy Statement describing the
matters to be voted upon at the Annual Meeting of Stockholders (the “
Annual Meeting
”) to be held at
The Aldie Mansion, 85 Old Dublin Pike, Doylestown, PA 18901, on Wednesday, May
5, 2010 at 4:00 p.m., local time.
At the Annual Meeting, stockholders are
being asked, among other things, to vote on a proposal to ratify The Quigley
Corporation 2010 Directors’ Equity Compensation Plan (the “
Directors’ Plan
”) (identified
as Proposal 5 in the Proxy Statement).
Following our review of the recently
published analysis of this proposal by a leading proxy advisory firm and in
order to facilitate stockholder approval of the Directors’ Plan, the Board has
agreed, in consultation with the proxy advisory firm, that, if the Directors’
Plan is approved by stockholders at the Annual Meeting, the Board will approve,
immediately following the Annual Meeting, an amendment to the Directors’ Plan
that will provide for certain prohibitions on repricings of awards issued under
the plan. Specifically, the amendment would amend Section 4 of the
Directors’ Plan by deleting the seventh sentence from said Section and replacing
in lieu thereof the following sentence:
“Awards
may, in the discretion of the Committee, be awarded under the Plan in assumption
of, or in substitution for, outstanding Awards previously granted by the
Company, any of its Affiliates or any of their respective predecessors, or any
entity acquired by the Company or with which the Company combines;
provided
however
, subject to
Section 8 hereof, that without stockholder approval (i) the terms of outstanding
Awards may not be amended to reduce the exercise price of outstanding Options
and (ii) outstanding Options may not be cancelled in exchange for cash, other
awards or Options with an exercise price that is less than the exercise price of
the original Options.”
Important Additional
Information
The
Quigley Corporation (the “Company”) filed a definitive proxy statement with the
Securities and Exchange Commission (the “SEC”) on April 2, 2010 in connection
with its 2010 Annual Meeting of Stockholders and began the process of mailing
the definitive proxy statement and a proxy card to stockholders. The Company’s
stockholders are strongly advised to read the Company’s proxy statement as it
contains important information. Stockholders may obtain an additional copy of
the definitive proxy statement and any other documents filed by the Company with
the SEC for free at the SEC’s website at http://www.sec.gov. Copies of the
definitive proxy statement are available for free at
http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=07814.
Forward-Looking
Statements
Certain
statements in this communication are “forward-looking statements” and involve
known and unknown risk, uncertainties and other factors that may cause the
Company’s actual performance or achievements to be materially different from the
results, performance or achievements expressed or implied by the forward-looking
statement. Factors that impact such forward-looking statements include, among
others, changes in worldwide general economic conditions; government
regulations; the ability of our new management to successfully implement our
business plan and strategy; our ability to fund our operations including the
cost and availability of capital and credit; our ability to compete effectively
including our ability to maintain and increase our market share in the markets
in which we do business; and our dependence on sales from our main product,
Cold-EEZE®, and our ability to successfully develop and commercialize new
products.
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