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