-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rkiz07wT39eA6SihXU5yzh64v74XBDXgshAV/lnpoSibRUmW+wUD6E2ygXR1GasE CLcodOIX9uVVKrsK0SzyEQ== 0000921895-03-000482.txt : 20030729 0000921895-03-000482.hdr.sgml : 20030729 20030728174315 ACCESSION NUMBER: 0000921895-03-000482 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030724 ITEM INFORMATION: FILED AS OF DATE: 20030729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUIGLEY CORP CENTRAL INDEX KEY: 0000868278 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 232577138 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21617 FILM NUMBER: 03806797 BUSINESS ADDRESS: STREET 1: KELLS BUILDING STREET 2: 621 SHADY RETREAT RD CITY: DOYLESTOWN STATE: PA ZIP: 18901 BUSINESS PHONE: 2153450919 MAIL ADDRESS: STREET 1: PO BOX 1349 STREET 2: LANDMARK BLDG, 10 S CLINTON ST CITY: DOYLESTOWN STATE: PA ZIP: 18901 8-K 1 form8k03814_07242003.htm sec document


                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                              --------------------


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 24, 2003
                                                   -------------

                             THE QUIGLEY CORPORATION
                             -----------------------
             (Exact name of registrant as specified in its charter)

       Nevada                        01-21617                  23-2577138
(State or other jurisdiction         (Commission             (IRS Employer
of incorporation)                    File Number)            Identification No.)

   Kells Building, 621 Shady Retreat Road, P.O. Box 1349, Doylestown, PA 18901
   ---------------------------------------------------------------------------
                     Address of principal executive offices

Registrant's telephone number, including area code: (215) 345-0919
                                                    --------------

                                       N/A
                                       ---

         (Former name or former address, if changed since last report.)

                             Exhibit Index on Page 2







Item 12.    Disclosure  of Results of Operations  and Financial  Conditions
            ---------------------------------------------------------------

On July 24, 2003, The Quigley Corporation  announced its results for the quarter
ended June 30, 2003.  The full text of the press  release is attached  hereto as
Exhibit 99.1.


Exhibits

99.1           First Quarter Preliminary Unaudited Earnings Release.



                                       2





                                    SIGNATURE
                                    ---------

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  July 28, 2003                         THE QUIGLEY CORPORATION



                                              By: /s/ George J. Longo
                                                  -----------------------
                                                  Name:  George J. Longo
                                                  Title: Vice President and
                                                         Chief Financial Officer

                                       3
EX-99.1 3 ex991to8k03814_07242003.htm sec document


                                                                    Exhibit 99.1

Contact:
John G. Nesbett/David K. Waldman                         The Quigley Corporation
Lippert Heilshorn & Associates                           Shareholder Relations
(212) 838-3777                                           (215) 880-1111
dwaldman@lhai.com

                 THE QUIGLEY CORPORATION REPORTS 38.6% INCREASE
                        IN REVENUE FOR THE SECOND QUARTER

DOYLESTOWN,  PA. - July 24, 2003 - The Quigley Corporation (Nasdaq:  QGLY) today
reported  revenue of $7.0  million for the quarter  ended June 30, 2003, a 38.6%
increase  over the $5.1 million  reported  for the same period in 2002.  For the
first six months of 2003,  revenue was $15.2 million,  a 49.2% increase over the
$10.2 million in the first six months of 2002.

The  increase  in the 2003  revenue  for the  second  quarter  reflects  a 38.2%
increase in the company's  Health and Wellness  segment and a 40.2%  increase in
the Cold Remedy  segment.  The  increase in the 2003  revenue for the six months
reflects a 64.8%  increase in the  company's  Health and Wellness  segment and a
23.8%  increase in the Cold Remedy  segment.  The Company's  Health and Wellness
revenues have increased as its distribution  continues to expand and Cold Remedy
revenues  have  increased  from the  benefits  of  continued  ongoing  strategic
advertising and marketing initiatives.

Guy J. Quigley,  Chairman,  President and Chief Executive  Officer stated,  "Our
results for the  quarter  reflect  continued  growth in both our Cold Remedy and
Health and Wellness  segments.  Furthermore,  we continue to invest prudently in
the Ethical Pharmaceutical segment. During the quarter we announced results from
our Phase II proof of concept  study for QR-333,  our  patented  formula for the
topical treatment of diabetic  peripheral  neuropathy.  In this study,  subjects
using this formulation had 67% of their symptoms improve,  suggesting  efficacy.
According  to the  National  Institute  of  Diabetes  and  Digestive  and Kidney
Diseases (NIDDK) diabetic peripheral neuropathy afflicts  approximately 60 to 70
percent of the 15.7 million people in the United States with diabetes."

Loss from continuing  operations for the second quarter of 2003 was $1.1 million
or ($0.09) per share,  compared  to a loss from  continuing  operations  of $1.3
million,  or ($0.12) per share,  for the same period last year. Net loss for the
second  quarter  ended June 30,  2003 was $1.1  million  or  ($0.09)  per share,
compared to a net loss of $1.4 million, or ($0.13) per share, in 2002.

Loss  from  continuing  operations  for the  first  six  months of 2003 was $2.0
million, or ($0.17) per share,  compared to a loss from continuing operations of
$3.1 million,  or ($0.28) per share, for the same period last year. Net loss for
the first six months of 2003 was $2.0 million, or ($0.17) per share, compared to
a net loss of $3.2 million or ($0.29) per share in 2002.

                                     (more)





Loss from  continuing  operations  for the quarter and six months ended June 30,
2003 decreased, as compared with 2002, because consolidated revenues contributed
comparable increases in gross profits,  which were partially offset by increases
in marketing, administrative, and research and development costs.

No tax  benefits to reduce  losses are  provided  for the quarter and six months
ended  June 30,  2003 and 2002,  since the  Company is in a net  operating  loss
carry-forward  position,  which  began in the fourth  quarter of 1999,  from the
cumulative effect of deductions attributed to options, warrants and unrestricted
stock from previous years' taxable income.

In January 2003,  the Company  completed the sale of its 60% equity  interest in
Caribbean  Pacific  Natural  Products,   Inc.  to  Suncoast  Naturals,  Inc.  by
exchanging its 60% controlling  interest in Caribbean  Pacific Natural Products,
Inc.  for  750,000  Shares of  Common  Stock and  100,000  Shares of  Redeemable
Preferred  Stock of  Suncoast  Naturals,  Inc.  The  results  of  operations  of
Caribbean  Pacific  Natural   Products,   Inc.  are  reflected  as  discontinued
operations  of the company for the periods  presented.  Net loss for the quarter
and six months ended June 30, 2003 includes zero and $54,000,  respectively  and
net loss for the quarter and six months  ended June 30, 2002  includes  $116,000
and $81,000,  respectively  associated with discontinued operations of Caribbean
Pacific Natural Products, Inc.

No claims  are being made for the  potential  medicine  discussed  in this press
release  to be  safe,  effective,  or  approved  by the  Federal  Food  and Drug
Administration (FDA).

The Quigley Corporation (Nasdaq:  QGLY,  http://www.Quigleyco.com)  is a leading
developer and marketer of diversified health products including the Cold-Eeze(R)
family of patented zinc gluconate glycine  (ZIGG(TM))  lozenges,  gums and sugar
free  tablets.   Cold-Eeze  is  the  only  (ZIGG(TM))   lozenge  proven  in  two
double-blind  studies to reduce the  duration of the common cold from 7.6 to 4.4
days or by 42%. In addition to Over-The-Counter  (OTC) products, the company has
formed  Quigley  Pharma  Inc.  (http://www.QuigleyPharma.com  ), a wholly  owned
ethical  pharmaceutical  subsidiary,  to  introduce a line of  naturally-derived
patented prescription drugs. The Quigley Corporation's customers include leading
national  wholesalers and  distributors,  as well as independent and chain food,
drug and mass merchandise stores and pharmacies.

Certain statements in this press release are "forward-looking statements" within
the meaning of the Private Securities  Litigation Reform Act of 1995 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,  changes in interest
rates, government regulations, and worldwide competition.

                                 (Tables Follow)

                                       2





CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

The following  represents  condensed  financial data (in thousands)  except loss
from continuing operations per share and diluted net loss per share and weighted
average shares outstanding for the periods presented:

                                                        Three-Months   Three-Months     Six-Months      Six-Months
                                                           Ended          Ended           Ended           Ended
                                                       June 30, 2003  June 30, 2002   June 30, 2003   June 30, 2002
                                                       -------------  -------------   -------------   -------------

Sales:
   Sales                                                    7,189          5,197         15,777         10,446
   Co-operative advertising promotions                        184            143            581            408
Net Sales                                                   7,005          5,054         15,196         10,038
Licensing fees                                               --             --             --              149
Gross profit                                                2,766          1,628          6,460          4,066
Sales & marketing expenses                                816            643          2,343          1,730
Administrative expenses                                     2,312          1,736          4,754          4,251
Research & development                                    722            621          1,369          1,231

Income taxes (Benefit)                                       --             --             --             --
Loss from:
    Continuing operations                                  (1,055)        (1,334)        (1,947)        (3,070)
    Discontinued operations                                  --             (116)           (54)           (81)
Net loss                                                   (1,055)        (1,450)        (2,001)        (3,151)


Diluted income (loss) per share:
   Continuing operations                              ($     0.09)   ($     0.12)   ($     0.17)   ($     0.28)
   Discontinued operations                                   --      ($     0.01)          --      ($     0.01)
   Net loss                                           ($     0.09)   ($     0.13)   ($     0.17)   ($     0.29)
Diluted weighted average common shares outstanding:    11,459,950     10,964,597     11,458,284     10,823,291


Consolidated Balance Sheets (Unaudited)
- ---------------------------------------

The following  represents  condensed  financial  data (in thousands) at June 30,
2003 and December 31, 2002:

                                                        2003            2002

                                                         ($)             ($)
                                                     -----------     ----------

               Cash & cash equivalents             12,385         12,897
               Accounts receivable, net                 1,800          4,188
               Inventory                                4,546          4,527
               Total current assets                    19,525         22,476
               Total assets                            21,870         24,935
               Total current liabilities                5,433          6,512
               Total stockholders' equity              16,437         18,423

                                           # # # #

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