-----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, G7bvnnPptiQ9+JfUF5aYQjLTR5YZpvuTDhyaOfXOhOLL8p5wbUicEoT6s1hrTOMR ffccKbaLo/H6u+tTOGGYqA== 0000921895-07-000887.txt : 20070426 0000921895-07-000887.hdr.sgml : 20070426 20070426161809 ACCESSION NUMBER: 0000921895-07-000887 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070426 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070426 DATE AS OF CHANGE: 20070426 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: 07791591 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_04262007.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) April 26, 2007
                                                          --------------


                             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 April 26, 2007, The Quigley  Corporation (the "Company") issued a press
release  announcing its financial  results for the first quarter ended March 31,
2007. 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 April 26, 2007, 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.

      (d)   Exhibits.

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

          99.1       Press Release dated April 26, 2007 reporting  first quarter
                     ended March 31, 2007  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: April 26, 2007
                                       By:  /s/ George J. Longo
                                            ------------------------------------
                                      Name: George J. Longo
                                     Title: Vice President and Chief Financial
                                            Officer


EX-99.1 2 ex991to8k03814_04262007.htm sec document

                                                                    Exhibit 99.1


                                    QUIGLEY


FOR IMMEDIATE RELEASE
CONTACT:
George J. Longo                                             Carl Hymans
Vice President, CFO                                         G.S. Schwartz & Co.
(215) 345-0919                                              (212) 725-4500
                                                            carlh@schwartz.com

              THE QUIGLEY CORPORATION REPORTS FIRST QUARTER RESULTS;

                INCREASES INVESTMENT IN PHARMACEUTICAL R&D FUTURE

DOYLESTOWN,  PA. - APRIL 26, 2007 - THE QUIGLEY CORPORATION (NASDAQ: QGLY) today
reported net sales of $9.1 million,  for the first quarter ended March 31, 2007,
compared to $10.3 million reported for the same period in 2006.

The first quarter of 2007 reflects a net sales  increase for the Company's  Cold
Remedy  segment of $363,000 as compared to the first  quarter of 2006.  Although
consumer  purchases  were  relatively  unchanged  for the first  quarter of 2007
compared to 2006,  our  customers  shifted  their buying  patterns to adjust for
their low inventories during 2007.

Net sales for the Cold Remedy  segment  were not  affected by factors  that were
present for the same period in 2006,  which included  inordinately  warm weather
with a lower incidence of upper  respiratory  ailments  combined with a shift in
buying  patterns  by our  customers,  which  resulted  in higher  than  expected
inventories  of our customers  during 2006.  Additionally,  the growth of Immune
Booster products  continues to impact  consumers that have used  COLD-EEZE(R) in
the past  while they  search  for a product  to help them avoid  catching a cold
versus treating one.

As  the  Company's  resources  are  invested  in  pharmaceutical   research  and
development,  investment in  advertising  for the COLD-EEZE  brand at comparable
levels as competitors is limited.  The Company  believes in the viability of the
COLD-EEZE  brand among the growing  number of consumers who want Natural  Common
Cold remedies that demonstrate  proven clinical  efficacy and safety unlike most
other unproven natural remedies.

A decline of $1.6 million in net sales for the Health and  Wellness  segment for
the first  quarter of 2007  reflects  the  continued  reduction in the number of
active  independent  distributor  representatives  and the effects of litigation
with the sponsor of the Company's product line in this segment,  notwithstanding
the fact that the U.S.  District  Federal  Court  for the  Eastern  District  of
Pennsylvania has issued a preliminary injunction in favor of the Company against
this sponsor.  This and other corrective actions,  have been and continues to be
the ongoing focus for this segment to increase the number of active  independent
distributor representatives, with the goal to increase sales.

Net loss for the first quarter  ended March 31, 2007 was $1.9 million,  or $0.15
per share  compared to a net loss of $1.5 million,  or $0.12 per share,  for the
same period last year.

The increase in net loss for the first  quarter ended March 31, 2007 as compared
to the same period in 2006 is  principally  due to lower gross  profits from the
aforementioned  related net sales declines in the Health and Wellness  operating
segment.  This increase in net loss was lessened somewhat by improvement in Cold
Remedy  gross  profits  from  related  increases  in  net  sales.  Gross  profit
percentages for all segments slightly improved for 2007 as compared to 2006.



In  addition,   increases  in  operating  expenses  for  costs  associated  with
advertising  and research and  development  were mitigated by decreases in legal
fees  relative to the lawsuits for the Company added to the increase in net loss
for 2007 as compared to 2006.

No tax  provision or benefits,  to reduce  losses,  are provided for the quarter
ended  March 31,  2007 and 2006,  except  for any  requirements  imposed  by the
federal  alternative minimum taxes or for compliance with state tax regulations,
since the Company is in a net operating loss carry-forward position.

The Company is committed  to  continuing  its research as part of its  strategic
initiatives to generate future growth. These initiatives include capitalizing on
the growth  potential of Quigley Pharma, a wholly-owned  Ethical  Pharmaceutical
subsidiary,  by  continuing  to develop  natural-source  potential  prescription
products for Systemic Radiation,  Rheumatoid Arthritis, Avian Flu in animals and
particularly, Diabetic Peripheral Neuropathy.

The following is a summary of major ethical  pharmaceutical events that occurred
during the first quarter of 2007:

AVIAN FLU COMPOUND - QR-441(A):  Positive results were achieved in a preliminary
study which  demonstrated  the  compound to be a  potential  antiviral  agent in
reducing  Infectious  Bronchitis  and New  Castle  Disease,  two  viral  poultry
diseases that have a significant  economic impact to the poultry  industry on an
annual  basis.  Previous in vitro  studies have  demonstrated  QR-441(a) to be a
potent antiviral agent against H5N1 (Avian Flu).

The value of a broad spectrum antiviral  addressing  multiple viral pathogens in
poultry  stocks  increases  the  potential  utility of the  compound for routine
commercial application as well as its use in the event of more serious Avian Flu
outbreaks.

In  addition,  an  agreement  was signed  with the State of Israel  Ministry  of
Agriculture & Rural Development  (MOAG) and the Kimron  Veterinary  Institute to
conduct a clinical trial testing  QR-441(a)  administered  as a medical feed and
water to chickens  exposed to HPAI (Highly  Pathogenic Avian Influenza) H5N1. If
successful  this study could  potentially  provide  data on the  efficacy of the
compound in preventing  the  infection of food grade poultry  through the use of
formulated  feed  and  water.  Positive  data  could  be  used to  continue  the
development  of the compound in the US with FDA guidance under the INAD's issued
to Quigley in 2005 and also useful for  development  outside the United  States,
where the impact of disease  has  already  been felt.  Based upon the outcome of
this test,  the Company has options to test alternate  delivery  methods and for
efficacy against other poultry respiratory pathogens such as Newcastle's disease
and  Infectious  bronchitis,  for  which  the  compound  has  been  shown  to be
effective.

CACHEXIA TREATMENT COMPOUND - QR-443: Further positive results were obtained for
the QR-443  compound  for the  treatment of Cachexia,  a  debilitating  and life
threatening  muscle  wasting  condition  associated  with  cancer,  AIDS,  renal
failure,  COPD and rheumatoid  arthritis,  where  inflammation has a significant
impact and patients experience loss of weight, muscle atrophy, fatigue, weakness
and decreased  appetite.  A  preliminary  follow up Cachexia  study,  evaluating
weight loss in mice  concluded  that  QR-443 was as  effective  in delaying  the
progression  of  Cachexia  when  given  orally  as it had been  shown to be when
administered  intra-peritoneally  in a previous study.  The new data compliments
the previous study results demonstrating a correlation between effectiveness and
the frequency of administration of the QR-443 compound.

PATENT  FOR  PROPHYLACTIC  AND  ANTI-TRANSMISSIVITY  USES  OF AN  ANTI-MICROBIAL
COMPOSITION  -  This  patent  provides  additional  protection  to  an  existing
composition  patent and further supports on-going  investigations  and potential
commercialization  opportunities for its compounds against avian flu (QR-441(a))
and human influenza (QR-435).



The  Quigley  Corporation  makes  no  representation  that  the US Food and Drug
Administration  or any other regulatory  agency will allow this  Investigational
New Drug to be 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.

ABOUT THE QUIGLEY CORPORATION
The  Quigley  Corporation   (Nasdaq:   QGLY,   HTTP://WWW.QUIGLEYCO.COM)   is  a
diversified natural health medical science company. Its Cold Remedy segment is a
leading marketer and manufacturer of the COLD-EEZE(R)  family of lozenges,  gums
and sugar free tablets  clinically proven to cut the common cold nearly in half.
COLD-EEZE  customers include leading national  wholesalers and distributors,  as
well as  independent  and  chain  food,  drug and mass  merchandise  stores  and
pharmacies.  The Quigley  Corporation  has several  wholly  owned  subsidiaries.
Darius  International  markets health and wellness  products  through its wholly
owned subsidiary, InnerLight Inc. Quigley Manufacturing Inc. consists of two FDA
approved  facilities to  manufacture  COLD- EEZE(R)  lozenges as well as fulfill
other    contract    manufacturing    opportunities.    Quigley    Pharma   Inc.
(HTTP://WWW.QUIGLEYPHARMA.COM)   conducts  research  in  order  to  develop  and
commercialize   a  pipeline  of  patented   botanical  and   naturally   derived
prescription drugs.

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.



Consolidated Statements of Operations (Unaudited)

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


                                                        Three-Months      Three-Months
                                                           Ended             Ended
                                                       March 31, 2007    March 31, 2006
                                                             ($)               ($)
                                                       ---------------------------------
  Net Sales                                                  9,078          10,266
  Gross profit                                               5,010           5,313
  Sales & marketing expenses                                 2,733           2,435
  Administrative expenses                                    3,212           3,705
  Research & development                                     1,153             785

  Income taxes (benefit)                                      --              --

  Net loss                                                  (1,928)         (1,454)



Diluted income (loss) per share:

  Net income (loss)                                         ($0.15)         ($0.12)
  Diluted weighted average common shares outstanding:   12,684,633      11,714,140

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

The following  represents  condensed  financial data (in thousands) at March 31,
2007 and December 31, 2006:

                                                   2007      2006
                                                   ($)        ($)
                                                 ------     ------
        Cash & cash equivalents                  19,175     17,757
        Accounts receivable, net                  2,746      6,557
        Inventory                                 4,164      4,262
        Total current assets                     27,069     29,793
        Total assets                             31,998     34,845
        Total current liabilities                 8,332      9,252

        Total stockholders' equity               23,601     25,529


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