0000921895-12-001821.txt : 20120906
0000921895-12-001821.hdr.sgml : 20120906
20120906163624
ACCESSION NUMBER: 0000921895-12-001821
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120904
FILED AS OF DATE: 20120906
DATE AS OF CHANGE: 20120906
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: QUIGLEY GUY J
CENTRAL INDEX KEY: 0001252510
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-21617
FILM NUMBER: 121077266
MAIL ADDRESS:
STREET 1: C/O THE QUIGLEY CORP KELLS BUILDINGS
STREET 2: 621 SHADY RETREAT RD P O BOX 1349
CITY: DOYLESTOWN
STATE: PA
ZIP: 18901
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ProPhase Labs, Inc.
CENTRAL INDEX KEY: 0000868278
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 232577138
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 621 N. SHADY RETREAT ROAD
CITY: DOYLESTOWN
STATE: PA
ZIP: 18901
BUSINESS PHONE: 2153450919
MAIL ADDRESS:
STREET 1: 621 N. SHADY RETREAT ROAD
CITY: DOYLESTOWN
STATE: PA
ZIP: 18901
FORMER COMPANY:
FORMER CONFORMED NAME: QUIGLEY CORP
DATE OF NAME CHANGE: 19930328
4
1
form408207002_09062012.xml
OWNERSHIP DOCUMENT
X0306
4
2012-09-04
0
0000868278
ProPhase Labs, Inc.
PRPH
0001252510
QUIGLEY GUY J
3720 FOUNTAIN CIRCLE
FOUNTAINVILLE
PA
18923
0
0
1
0
Option (obligation to sell)
1.40
2012-09-04
4
S
0
1
200000
D
2012-09-04
Common Stock, $.0005 par value per share
1453427
1
D
On September 4, 2012, the Reporting Person entered into a Stock Option Agreement with Matrixx Initiatives, Inc. ("Matrixx") pursuant to which the Reporting Person sold to Matrixx an option (the "Option") to acquire 1,453,427 shares of Common Stock owned by the Reporting Person, representing approximately 9.8% of the Issuer's outstanding shares of Common Stock (the "Option Shares"), for an exercise price of $1.40 per share or $2,034,797.80 in the aggregate (the "Option Price"), pursuant to the terms and conditions contained therein.
The Option expires on the earliest to occur of (i) Matrixx's failure to deliver written notice to Mr. Quigley of its intent to exercise the Option within thirty (30) calendar days after the date of the Stock Option Agreement, (ii) Matrixx's failure to pay the Option Price and (iii) the date that is three (3) years from the date of the Stock Option Agreement (the "Expiration Date").
The Option may be exercised in whole, but not in part, by Matrixx at any time prior to the Expiration Date.
/s/ Guy J. Quigley
2012-09-06