-----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, KtTqF+NB38OQWJpe+3z+X+458V+goh+BHKFHQbzroA6gkkoLdUX4tnwsIf6UAgyP 8tI0LzEtd4qV/jhLhwIaxw== 0000921895-05-001229.txt : 20050801 0000921895-05-001229.hdr.sgml : 20050801 20050801154244 ACCESSION NUMBER: 0000921895-05-001229 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050728 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050801 DATE AS OF CHANGE: 20050801 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: 05988261 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_07282005.htm sec document

                                  UNITED STATES
                       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 28, 2005
                                                          -------------

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

                             THE QUIGLEY CORPORATION
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)




          Nevada                    0-21617                    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)                       (Zip Code)

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

                                       N/A
          ------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))







ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On July 28, 2005, The Quigley  Corporation  (the "Company")  issued a press
release  announcing its financial  results for the second quarter ended June 30,
2005. The full text of the press release is attached hereto as Exhibit 99.1.

     The information  furnished  pursuant to Item 2.02 of this Current Report on
Form 8-K,  including  Exhibit 99.1 hereto,  shall not be considered  "filed" for
purposes of Section 18 of the  Securities  Exchange Act of 1934, as amended,  or
otherwise subject to the liability of such section, nor shall it be incorporated
by reference  into future  filings by the Company  under the  Securities  Act of
1933,  as amended or under the  Securities  Exchange  Act of 1934,  as  amended,
unless  the  Company  expressly  sets  forth in such  future  filing  that  such
information is to be considered "filed" or incorporated by reference therein.

ITEM 8.01 OTHER EVENTS.

     On July 28, 2005, the Company issued a press release  providing  updates on
the status of its pharmaceutical pipeline. The full text of the press release is
attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits.

     Exhibit No.    Description
     -----------    -----------

        99.1        Press Release dated July 28, 2005  reporting  second quarter
                    ended  June 30,  2005  preliminary  unaudited  earnings  and
                    updates  on  the  status  of  the  Company's  pharmaceutical
                    pipeline.








                                   SIGNATURES

     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.



                               THE QUIGLEY CORPORATION
                                       (Registrant)

Date: August 1, 2005
                               By:    /s/ George J. Longo
                                      --------------------------
                               Name:  George J. Longo
                               Title: Vice President and Chief Financial Officer



EX-99 2 ex991to8k03814_07282005.htm EX 99.1 sec document
                                    QUIGLEY

Carl Hymans                                                Carl Fonash
G.S. Schwartz & Co.                                        The Quigley Corporation
(212) 725-4500                                             (267) 880-1111
carlh@schwartz.com                                         fonash@quigleyco.com
- ------------------

                     QUIGLEY REPORTS SECOND QUARTER RESULTS

        --NET SALES INCREASED 28%; COLD REMEDY SEGMENT NET SALES UP 36%--

DOYLESTOWN,  PA. - JULY 28, 2005 - THE QUIGLEY CORPORATION (NASDAQ:  QGLY) today
reported  net sales of $8.8  million  for the second  quarter  of 2005,  a 28.2%
increase over the $6.9 million reported for the same period in 2004. For the six
months ended June 30, 2005, net sales were $20.6 million,  a 24.8% increase over
the $16.5 million reported for the same period in 2004.

Net sales of the Company's  Cold Remedy segment  increased  36.4% for the second
quarter of 2005  compared to 2004.  Overall net sales of the Health and Wellness
segment remained relatively unchanged for the second quarter of 2005 compared to
2004. The segment's European sales increased 39.7% and were offset by a decrease
in the domestic Health and Wellness operation, which was due to a decline in the
number of active domestic independent  representatives.  Net sales also reflects
$1.4 million generated from the Company's Contract  Manufacturing  segment which
has no comparable amount in 2004, as operations of this segment were part of the
fourth   quarter  2004   acquisition  of  the   facilities   that   manufactured
COLD-EEZE(R).

The  increase in net sales for the six months  reflects a 38.8%  increase in the
Company's  Cold Remedy  segment and a 4.5%  decrease in the Health and  Wellness
segment.

The Company's  Cold Remedy net sales  continued to far outpace the growth in its
category  as the  further  expansion  of the Cold Remedy  segment  reflects  the
success  of  strategic  advertising  and  marketing  initiatives;   new  product
extensions of COLD-EEZE(R);  and a notable increase in consumer  acceptance,  as
reflected in a recent analysis demonstrating an expanded household penetration.

The Company's  Health and Wellness  European sales for the six months  increased
28.7%  reflecting  the  expansion  of  international  distribution.  The rise in
international  distribution  partially  offset a decrease in domestic Health and
Wellness  segment  sales.  Net sales for 2005 also reflect $2.4 million from the
Company's  Contract  Manufacturing  segment,  which has no comparable  amount in
2004.

Guy J. Quigley,  Chairman,  President and Chief Executive  Officer said, "We are
generally  pleased with our overall results which include increases in sales for
the quarter and six-month  periods,  particularly  as the second  quarter is our
seasonally weakest period for COLD-EEZE(R) sales. The increase in sales reflects
the success of ongoing  initiatives  to generate  greater  market  share for our
COLD-EEZE(R)  Cold Remedy  products and the expansion of the European Health and
Wellness segment.  We remain well positioned to continue to generate  increasing
sales of our core COLD-EEZE(R) products and expand its market penetration."

Net loss for the second quarter ended June 30, 2005 was $1.8 million, or ($0.15)
per share compared to a net loss of $912,000, or ($0.08) per share, for the same
period  last year.  Net loss for the  six-months  ended  June 30,  2005 was $1.9
million,  or  ($0.17)  per share,  compared  to a net loss of $1.7  million,  or
($0.15) per share,  for the same period last year.  Net loss for the  six-months
ended  June  30,  2005  and  2004 is  principally  attributed  to  research  and
development costs of $1.9 million and $1.8 million, respectively.





Gross profit percentage margins for the Cold Remedy segment for the quarter were
consistent  with margins  attained for the comparable  period in 2004. The gross
profit percentage  margins for the Health and Wellness declined due to inventory
obsolescence  charges.  Gross  profit  gains of the Cold Remedy  segment for the
quarter and six months  ended June 30, 2005 were offset by  decreases  in Health
and Wellness gross profit including substantially lower gross profit margins for
the Contract Manufacturing segment than other operating segments.

The net loss for the quarter and six months  ended June 30,  2005  increased  as
compared with the same periods last year,  due to increased  operating  costs of
all  business  segments,  including  non-manufacturing  operating  costs  of the
contract  manufacturing  segment that impacted  current  operations  rather than
being  carried  as  inventory.  Net loss for the six months was in line with the
same period last year.

No tax  benefits  to reduce  losses are  provided  for the quarter and six month
periods ended June 30, 2005 and 2004, as the Company is in a net operating  loss
carry-forward  position from the cumulative  effect of deductions  attributed to
options, warrants and unrestricted stock from previous year's taxable income.

Mr.  Quigley  continued,  "During the  quarter we  announced  several  important
developments  in  our  pharmaceutical  segment  including  the  completion  of a
double-blind  placebo  controlled  study of our  QR-340  Scar  Formula  in which
initial  results   demonstrated  that  the  formula  was  safe,   effective  and
outperformed  Mederma(R),  the  top  selling  scar  appearance  formula  in  the
commercial marketplace.

In addition,  a series of In-Vivo  (animal  model)  inflammation  studies of our
potential  broad-spectrum  anti-inflammatory,  all natural,  botanical compound,
QR440  demonstrated  a  significant  effect on both sterile and immune  mediated
inflammation.  QR440 has the potential to meet the significant need for safe and
effective   therapies   for  patients  with   rheumatoid   arthritis  and  other
inflammatory disorders," concluded Mr. Quigley.

The following is a list of other  formulations  currently in the Quigley  Pharma
pipeline:

DIABETIC  NEUROPATHY - QR333: A patented  topical  compound that extends through
March 2021 is being tested to treat people that suffer from diabetic  peripheral
neuropathy,  which can affect 60 to 70 percent of the 15.7 million  diabetics in
the country.

SYSTEMIC  RADIATION - QR336: A patented  compound that extends through  November
2021 is being  investigated  to  potentially  reduce the  effects  of  radiation
exposure.

ARTHRITIS - QR440: A patented  naturally-derived  compound that extends  through
April  2023 is being  developed  for the  treatment  of  arthritis  and  related
inflammatory disorders as arthritis can afflict 40 million people in the US; 350
million worldwide.

INFLUENZA  A  -  QR435:  A  test  compound  with  potentially  broad  anti-viral
properties for applications such as Influenza A&B in an intranasal delivery.

The  Quigley  Corporation  makes  no  representation  that  the US Food and Drug
Administration or any other regulatory agency will grant an Investigational  New
Drug ("IND") or take any other action to allow its formulations to be studied or
marketed. Furthermore, no claim is made that potential medicine discussed herein
is  safe,   effective,   or  approved  by  the  Food  and  Drug  Administration.
Additionally,  data that demonstrates activity or effectiveness in animals or in
vitro tests do not necessarily mean the formula test compound, referenced herein
will be effective in humans.  Safety and effectiveness in humans will have to be
demonstrated by means of adequate and  well-controlled  clinical  studies before
the clinical  significance of the formula test compound is known. Readers should
carefully  review the risk factors  described in filings the Company  files from
time to time with the Securities and Exchange Commission.





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 and sugar free
tablets. COLD-EEZE is the only (ZIGG) 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.


FORWARD-LOOKING STATEMENTS

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)








CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

The following  represents  condensed  financial data (in  thousands)  except per
share data:

                                                              Three-Months        Three-Months         Six-Months       Six-Months
                                                                  Ended               Ended               Ended            Ended
                                                              June 30, 2005       June 30, 2004       June 30, 2005    June 30, 2004
                                                                   ($)                 ($)                 ($)             ($)
                                                             -------------        -------------       -------------    -------------
Net Sales                                                         8,844               6,901              20,597           16,507
Gross profit                                                      3,034               2,777               8,736            7,297
Sales & marketing expenses                                        1,067                 835               2,902            2,458
Administrative expenses                                           2,987               2,055               5,981            4,805
Research & development                                              841                 821               1,909            1,768

Income taxes (Benefit)                                             --                  --                  --               --
Net loss                                                         (1,790)               (912)             (1,945)          (1,694)

Diluted loss per share:
   Net loss                                                     ($ 0.15)            ($ 0.08)            ($ 0.17)         ($ 0.15)
Diluted weighted average common shares outstanding:          11,655,995          11,512,092          11,655,396       11,511,390


CONSOLIDATED BALANCE SHEETS (UNAUDITED)

The following  represents  condensed  financial  data (in thousands) at June 30,
2005 and December 31, 2004:

                                                              2005             2004
                                                               ($)              ($)
                                                            --------         ---------
              Cash & cash equivalents                        13,979           14,366
              Accounts receivable, net                        1,623            6,376
              Inventory                                       3,761            3,455
              Total current assets                           20,297           24,961
              Total assets                                   26,398           31,530
              Total current liabilities                       5,095            7,109
              Long-term debt                                  1,250            2,464
              Total stockholders' equity                     19,997           21,902


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