- Current report filing (8-K)
June 25 2009 - 4:20PM
Edgar (US Regulatory)
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): June 23,
2009
THE
QUIGLEY CORPORATION
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
or other
jurisdiction
of incorporation)
|
0-21617
(Commission
File
Number)
|
23-2577138
(I.R.S.
Employer
Identification
No.)
|
|
|
|
|
|
Kells
Building,
621
Shady Retreat Road, P.O. Box 1349
Doylestown,
PA
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18901
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
Registrant's
telephone number, including area code:
(215) 345-0919
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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01. Other Events.
On June 23, 2009, the Board of Directors of The Quigley Corporation
(the “Company”) approved a compensation plan for non-employee
directors. Under the compensation plan approved by the board, each
non-employee director will receive the following compensation:
|
·
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Beginning
July 1, 2009, each director will be entitled to receive a monthly board
fee of $3,000. The board fees shall be paid quarterly in
arrears, promptly following the close of each quarter, pro rated for
partial service. Because each director sits on one or more
board committees, and because the board believes it will be required to
meet frequently as a result of the recent election of a new slate of
directors, non-employee directors will not receive additional fees for
attendance at meetings or serving on
committees.
|
|
·
|
Because
the Board feels strongly that all directors should be encouraged to own
stock in the Company, the director fees shall be paid in restricted common
stock of the Company. Directors will have the right
periodically to elect to receive up to 50% of their board fee in cash, but
must accept at least 50% in restricted shares. Such election must be made
or changed quarterly in advance. For purposes of calculating
the number of shares needed to be issued each quarter to pay the board fee
of each director, the value of the shares shall be calculated based on the
average closing price of the Company’s shares for the first 5 trading days
of the quarter in which the Board fee is
earned.
|
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·
|
For
the period of June 12, 2009 though June 30, 2009, each non-employee
director will receive a board fee of $1,900, payable in
cash.
|
|
·
|
These
levels of compensation for board members are generally consistent with the
levels of compensation previously afforded to non-employee directors of
the Company, although the Company did not previously have a mandatory
stock ownership program for
directors.
|
Ted Karkus, the Company’s Interim Chief
Executive Officer, will receive no remuneration for his service as a director
while he serves as the Company’s Interim Chief Executive Officer.
SIGNATURE
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.
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The Quigley
Corporation
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Date:
June 26, 2009
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By:
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/s/ Gerard
M. Gleeson
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Gerard
M. Gleeson
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Vice
President and Chief Financial Officer
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