-----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, IIR550C78hLl5KVqCdl9R9Ng4Vj8mBBOqr/K8cRc2ch08NslbQr3Qi+LrEKIQzR4 /kOPTXcAlMVEocOeZuMLpw== 0000921895-07-002691.txt : 20071127 0000921895-07-002691.hdr.sgml : 20071127 20071127162909 ACCESSION NUMBER: 0000921895-07-002691 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071127 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071127 DATE AS OF CHANGE: 20071127 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: 071269215 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_11272007.htm form8k03814_11272007.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 27, 2007

THE QUIGLEY CORPORATION
(Exact name of registrant as specified in its charter)
     
Nevada
0-21617
23-2577138
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
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 5.03.                                 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 
Pursuant to a meeting of the Board of Directors of The Quigley Corporation (the “Company”), on November 27, 2007, the Company adopted an amendment to Section 1 of Article VII of the Company's bylaws to permit the Company to issue uncertificated securities, as set forth in Rule 4350(l) of The NASDAQ Stock Market LLC, to be eligible to participate in the direct registration system.
 

Item 9.01.                                Financial Statements and Exhibits.
 
(d)
Exhibits
   
       
 
Exhibit No.
 
Exhibits
       
 
3.1
 
Amendment No. 2 to Bylaws.

 



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: November 27, 2007
     
   
By:
/s/ George J. Longo
   
Name:
George J. Longo
   
Title:
Vice President and Chief Financial Officer


EX-3.1 2 ex31to8k03814_11272007.htm ex31to8k03814_11272007.htm
Exhibit 3.1
 
AMENDMENT NO. 2
 
TO THE
 
BY-LAWS
 
OF
 
THE QUIGLEY CORPORATION
 
DATED NOVEMBER 27, 2007
 

 
The By-laws are hereby amended as follows:
 
That Section 1 of ARTICLE VII of the By-laws is hereby deleted in its entirety and replaced with the following:
 
Section 1. CERTIFICATES FOR SHARES: Notwithstanding any other provision in these By-Laws, any or all classes and series of shares of the corporation, or any part thereof, may be represented by uncertificated shares, except that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the corporation.  Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the registered owner thereof, a written notice containing the information required to be set forth or stated on certificates.  The rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class or series shall be identical.  If certificates for the shares of the corporation are issued, each will be in such form as shall be determined by the Board of Directors.  Such certificates shall be signed by the president or vice president and countersigned by the secretary or an assistant secretary and sealed with the corporation seal or a facsimile thereof.  The signatures of such officers upon a certificate may be facsimile signatures if the certificate is manually signed on behalf of a transfer agent or a registrar other than the corporation or an employee of the corporation.  Each certificate for shares shall be consecutively numbered or otherwise identified.  The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation.  All certificates surrendered to the corporation for transfer shall be cancelled and no new certificates shall be issued until the former certificates for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.
 
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