Insider selling as of june 9 998......................................
from the Q board:
To: +rogermci (8103 )
From: +chester lee
Sunday, Jun 14 1998 1:29AM ET
Reply # of 8105
Did someone mention insider selling??
If so, look here: sec.gov
THE QUIGLEY CORPORATION
5,480,000 SHARES OF COMMON STOCK
This Prospectus relates to offering (the "Offering") by certain selling
shareholders (the "Selling Shareholders") of 5,480,000 shares (the "Shares") of
the Common Stock, $.0005 par value (the "Common Stock"), of The Quigley
Corporation, a Nevada corporation (the "Company") that are issuable by the
Company to the Selling Shareholders upon the exercise of certain warrants to
purchase Common Stock.
The Company will not receive any proceeds from the sale of the Shares
by the Selling Shareholders, but will receive amounts upon the exercise of
warrants which amounts will be used for working capital and other corporate
purposes. The Company has agreed to bear certain expenses (other than selling
commissions and fees and expenses of counsel and other advisors to the Selling
Shareholders) in connection with the registration and sale of the Shares being
offered by the Selling Shareholders. See "Use of Proceeds."
SELLING SHAREHOLDERS
The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling Shareholder prior to the Offering, (ii) the
number of Shares of Common Stock being offered for resale by each Selling
Shareholder and (iii) the number and percentage of shares of Common Stock that
each Selling Shareholder will beneficially own after completion of the Offering.
Except as set forth below, none of the Selling Shareholders has had a material
relationship with the Company during the past three years.
<TABLE>
<CAPTION>
No. of Shares
of Common Stock No. of
Beneficially Owned Shares Shares Beneficially Owned
Name Prior to Offering Offered After Offering(1)
- ------------------ ---------------------- -------- -----------------------------------
<S> <C> <C> <C> <C>
Guy J. Quigley (2).................... 3,841,854 715,000(3) 3,126,854 18.2%
Wendy Quigley......................... 700,000 400,000(4) 300,000 1.7%
Kariba Holdings, Ltd.................. 665,000 430,000(5) 235,000 1.4%
Charles Phillips (6).................. 1,482,992 610,000(7) 872,992 5.1%
Robert Pollack (8).................... 180,000 135,000(9) 45,000 *
Eric Kaytes (10)...................... 402,992 170,000(11) 0 *
William J. Reilly..................... 811,533 340,000(12) 471,533 2.7%
Marielle T. Reilly.................... 125,000 100,000(13) 25,000 *
Marielle T. Reilly, Trustee........... 125,000 100,000(14) 25,000 *
Ted Karkus............................ 50,000 50,000(15) 0 *
George J. Longo (16) ................. 125,000 125,000(17) 0 *
Prophase Management, Inc.............. 250,000 250,000(18) 0 *
Thomas MacAniff....................... 607,183 260,000(19) 347,183 2.0%
Sands Brothers & Co., Ltd............. 175,000 175,000(20) 0 *
SBS Retained Annuity Trust............ 180,000 180,000(21) 0 *
MSS Retained Annuity Trust............ 180,000 180,000(21) 0 *
Mark G. Hollo......................... 337,500 337,500(22) 0 *
Scott Franklin........................ 4,600 4,600(21) 0 *
Bob Spiegel........................... 4,600 4,600(21) 0 *
Richard Sands......................... 4,600 4,600(21) 0 *
Rob Bonaventura....................... 4,600 4,600(21) 0 *
Sabin Danziger........................ 1,900 1,900(21) 0 *
Community Funds, Inc.................. 2,000 2,000(21) 0 *
Charles Robinson...................... 3,200 3,200(21) 0 *
Gordon Fallone........................ 3,300 3,300(21) 0 *
Hugh Marasa........................... 3,300 3,300(21) 0 *
James Brodie.......................... 2,900 2,900(21) 0 *
Seth Potter........................... 11,000 11,000(23) 0 *
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
No. of Shares
of Common Stock No. of
Beneficially Owned Shares Shares Beneficially Owned
Name Prior to Offering Offered After Offering(1)
- ------------------ ---------------------- -------- -----------------------------------
<S> <C> <C> <C> <C>
Alan Bluestine........................ 2,500 2,500(21) 0 *
BR/RA Trust........................... 175,000 175,000(21) 0 *
Aaron Scott........................... 44,500 44,500(24) 0 *
Matthew Russo......................... 8,500 8,500(25) 0 *
Brad Cohen............................ 1,000 1,000(26) 0 *
Diversified Corporate 350,000 350,000(27) 0 *
Consulting Group, LLC.................
Pacific Rim Pharmaceuticals........... 600,000 280,000(28) 320,000 1.9%
Frank M. Merlino...................... 10,000 10,000(29) 0 *
A. Jerene Robbins(30)................. 5,000 5,000(31) 0 *
</TABLE>
* Less than 1%.
- -------------------
(1) Assumes that all Common Stock offered by the Selling Shareholders is
sold.
(2) Mr. Quigley is the Chairman of the Board, President and Chief Executive
Officer of the Company.
(3) Consists solely of Common Stock issuable to Mr. Quigley upon the
exercise of currently exercisable warrants to purchase (i) 200,000
shares of Common Stock at an exercise price of $.50 per share; (ii)
300,000 shares of Common Stock at an exercise price of $1.75 per share;
(iii) 75,000 shares of Common Stock at an exercise price of $2.50 per
share; and (iv) 140,000 shares of Common Stock at an exercise price of
$10.00 per share.
(4) Consists solely of Common Stock issuable to Ms. Quigley upon the
exercise of currently exercisable warrants to purchase (i) 200,000
shares of Common Stock at an exercise price of $.50 per share; and (ii)
200,000 shares of Common Stock at an exercise price of $1.75 per share.
(5) Consists solely of Common Stock issuable to Kariba Holdings upon the
exercise of currently exercisable warrants to purchase (i) 130,000
shares of Common Stock at an exercise price of $.50 per share; (ii)
300,000 shares of Common Stock at an exercise price of $1.75 per share.
(6) Mr. Phillips is the Vice President, Chief Operating Officer and a
Director of the Company.
(7) Consists solely of Common Stock issuable to Mr. Phillips upon the
exercise of currently exercisable warrants to purchase (i) 150,000
shares of Common Stock at an exercise price of $.50 per share; (ii)
300,000 shares of Common Stock at an exercise price of $1.75 per share;
(iii) 75,000 shares of Common Stock at an exercise price of $2.50 per
share; and (iv) 85,000 shares of Common Stock at an exercise price of
$10.00 per share.
(8) Mr. Pollack previously served as the Director of Research and
Development, the Chairman of the Medical Advisory Board and a Director
of the Company.
(9) Consists solely of Common Stock issuable to Mr. Pollack upon the
exercise of currently exercisable warrants to purchase (i) 60,000
shares of Common Stock at an exercise price of $.50 per share; (ii)
50,000 shares of Common Stock at an exercise price of $1.75 per share;
and (iii) 25,000 shares of Common Stock at an exercise price of $2.50
per share.
-11-
<PAGE>
(10) Mr. Kaytes is the Vice President, Secretary, Treasurer and a Director
of the Company.
(11) Consists solely of Common Stock issuable to Mr. Kaytes upon the
exercise of currently exercisable warrants to purchase (i) 60,000
shares of Common Stock at an exercise price of $.50 per share; (ii)
50,000 shares of Common Stock at an exercise price of $1.75 per share;
(iii) 25,000 shares of Common Stock at an exercise price of $2.50 per
share; and (iv) 35,000 shares of Common Stock at an exercise price of
$10.00 per share.
(12) Consists solely of Common Stock issuable to Mr. Reilly upon the
exercise of currently exercisable warrants to purchase (i) 100,000
shares of Common Stock at an exercise price of $.50 per share; (ii)
140,000 shares of Common Stock at an exercise price of $1.75 per share;
(iii) 50,000 shares of Common Stock at an exercise price of $2.50 per
share; (iv) 50,000 shares of Common Stock at an exercise price of
$10.00 per share.
(13) Consists solely of Common Stock issuable to Ms. Reilly upon the
exercise of currently exercisable warrants to purchase 100,000 shares
of Common Stock at an exercise price of $.50 per share.
(14) Consists solely of Common Stock issuable to Ms. Reilly, Trustee upon
the exercise of currently exercisable warrants to purchase 100,000
shares of Common Stock at an exercise price of $1.75 per share.
(15) Consists solely of Common Stock issuable to Mr. Karkus upon the
exercise of currently exercisable warrants to purchase 50,000 shares of
Common Stock at an exercise price of $2.50 per share.
(16) Mr. Longo is the Chief Financial Officer and a Director of the Company.
(17) Consists solely of Common Stock issuable to Mr. Longo upon the exercise
of currently exercisable warrants to purchase (i) 50,000 shares of
Common Stock at an exercise price of $2.50 per share; and (ii) 75,000
shares of Common Stock at an exercise price of $10.00 per share.
(18) Consists solely of Common Stock issuable to Prophase Management upon
the exercise of currently exercisable warrants to purchase 200,000
shares of Common Stock at an exercise price of $1.75 per share; and
(ii) 50,000 shares of Common Stock at an exercise price of $10.00 per
share.
(19) Consists solely of Common Stock issuable to Mr. MacAniff upon the
exercise of currently exercisable warrants to purchase (i) 60,000
shares of Common Stock at an exercise price of $1.75 per share; and
(ii) 200,000 shares of Common Stock at an exercise price of $10.00 per
share.
(20) Consists solely of Common Stock issuable to Sands Brothers upon the
exercise of currently exercisable warrants to purchase 175,000 shares
of Common Stock at an exercise price of $10.00 per share.
(21) Consists solely of Common Stock issuable to the Selling Shareholder
upon the exercise of currently exercisable warrants to purchase shares
of Common Stock at an exercise price of $1.75 per share.
(22) Consists solely of Common Stock issuable to Mr. Hollo upon the exercise
of currently exercisable warrants to purchase (i) 175,000 shares of
Common Stock at an exercise price of $1.75 per share and (ii) 162,500
shares of Common Stock at an exercise price of $10.00 per share.
(23) Consists solely of Common Stock issuable to Mr. Potter upon the
exercise of currently exercisable warrants to purchase (i) 9,500 shares
of Common
-12-
<PAGE>
Stock at an exercise price of $1.75 per share and (ii) 1,500 shares of
Common Stock at an exercise price of $10.00 per share.
(24) Consists solely of Common Stock issuable to Mr. Scott upon the exercise
of currently exercisable warrants to purchase (i) 35,500 shares of
Common Stock at an exercise price of $1.75 per share and (ii) 9,000
shares of Common Stock at an exercise price of $10.00 per share.
(25) Consists solely of Common Stock issuable to Mr. Russo upon the exercise
of currently exercisable warrants to purchase (i) 7,000 shares of
Common Stock at an exercise price of $1.75 per share and (ii) 1,500
shares of Common Stock at an exercise price of $10.00 per share.
(26) Consists solely of Common Stock issuable to Mr. Cohen upon the exercise
of currently exercisable warrants to purchase (i) 500 shares of Common
Stock at an exercise price of $1.75 per share and (ii) 500 shares of
Common Stock at an exercise price of $10.00 per share.
(27) Consists solely of Common Stock issuable to Diversified Corporate
Consulting Group, LLC upon the exercise of currently exercisable
warrants to purchase 350,000 shares of Common Stock at an exercise
price of $1.75 per share.
(28) Consists solely of Common Stock issuable to Pacific Rim Pharmaceuticals
upon the exercise of currently exercisable options to purchase 280,000
shares of Common Stock at an exercise price of $.50 per share.
(29) Consists solely of Common Stock issuable to F. M. Merlino upon the
exercise of currently exercisable warrants to purchase 10,000 shares of
Common Stock at an exercise price of $10.00 per share.
(30) Prior to June 5, 1997, Dr. Robbins was a Director of the Company.
(31) Consists solely of Common Stock issuable to Dr. Robbins upon the
exercise of currently exercisable warrants to purchase 5,000 shares of
Common Stock at an exercise price of $10.00 per share. |
