- Amended Statement of Beneficial Ownership (SC 13D/A)
16 Junio 2009 - 12:56PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
The
Quigley Corporation
|
(Name
of Issuer)
|
Common
Stock, par value $.0005 per share
|
(Title
of Class of Securities)
|
Aron
Izower
Reed Smith LLP
599 Lexington Ave.
New York, New York
10022
(212)
549-0393
|
|
(Name, Address and Telephone
Number of Person
|
Authorized to Receive Notices and
Communications)
June
12, 2009
|
(Date
of Event which Requires Filing of this
Statement)
|
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box
o
.
Note:
Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
_____________________
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information, which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
74838L304
|
|
Page 2
of 8 Pages
|
1
|
NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ted
Karkus
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
Instructions)
(a)
o
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (see Instructions)
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
620,850
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
620,850
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,850
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
Instructions)
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
|
14
|
TYPE
OF REPORTING PERSON (see Instructions)
IN
|
CUSIP
No.
74838L304
|
|
Page 3
of 8 Pages
|
1
|
NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark
Burnett
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
Instructions)
(a)
o
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (see Instructions)
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
151,473
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
151,473
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,473
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
Instructions)
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
|
14
|
TYPE
OF REPORTING PERSON (see Instructions)
IN
|
CUSIP
No.
74838L304
|
|
Page 4
of 8 Pages
|
1
|
NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John
DeShazo
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
Instructions)
(a)
o
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (see Instructions)
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
277,000
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
277,000
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
|
14
|
TYPE
OF REPORTING PERSON (see Instructions)
IN
|
CUSIP
No.
74838L304
|
|
Page 5
of 8 Pages
|
1
|
NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis
Gleckel, MD
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
Instructions)
(a)
o
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (see Instructions)
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
20,000
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
20,000
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
Instructions)
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
|
14
|
TYPE
OF REPORTING PERSON (see Instructions)
IN
|
CUSIP
No.
74838L304
|
|
Page 6
of 8 Pages
|
1
|
NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark
Leventhal
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
Instructions)
(a)
o
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (see Instructions)
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
240,000
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
240,000
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
240,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
Instructions)
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
|
14
|
TYPE
OF REPORTING PERSON (see Instructions)
IN
|
CUSIP
No.
74838L304
|
|
Page 7
of 8 Pages
|
This Amendment No. 3 (this “Amendment”)
relates to the Schedule 13D filed by Ted Karkus, Mark Burnett, John DeShazo,
Louis Gleckel, MD, and Mark Leventhal (together, the “Reporting Persons”) with
the Securities and Exchange Commission on April 7, 2009 and amended on April 29,
2009 and May 18, 2009 (collectively, the “Schedule 13D”), relating to shares of
common stock, par value $0.0005 per share, of The Quigley Corporation (the
“Company”).
Neither the fact of this filing nor
anything contained herein shall be deemed an admission by the Reporting Persons
that they constitute a “group” as such term is used in Section 13(d)(1)(k) of
the rules and regulations under the Securities Exchange Act of 1934, as amended
(the “Act”).
Items 4 and 7 of the Schedule 13D are
hereby amended and supplemented as follows:
ITEM
4. PURPOSE OF TRANSACTION
As previously reported, the Reporting
Persons verbally agreed to vote their Shares in support of a proxy in which they
were nominated as directors of the Company.
On May 20, 2009, the Company held its
2009 annual meeting of shareholders and each of the seven directors (including
each of the five Reporting Persons) that were nominated by the Reporting Persons
were elected as directors of the Company.
On May 29, 2009, the Company filed a
motion in the United States District Court for the Eastern District of
Pennsylvania (the “Court”) against Ted Karkus, John Edmunds Ligums, Sr., Mark
Burnett, John DeShazo, Louis Gleckel, MD and Mark Leventhal, to prevent the
Reporting Persons from being sat as new members of the Board of Directors of the
Company. On May 29, 2009, the Court issued a standstill order, requiring the
Company to keep the status quo in place, pending a further ruling of the court.
On June 1, 2009, TVS Associates, Inc., the inspector of election for the annual
meeting determined that the Reporting Persons' seven director nominees received
a larger number of votes than the Company's incumbent directors.
On June 12, 2009, the Court issued a
Decision and Order, finding no merit to the Company’s claims to enjoin the new
directors from being seated and directed that the standstill be
lifted. A copy of the Order and the Memorandum setting forth the
explanation for the Court’s decision is attached as an exhibit
hereto. On June 12th, the Reporting Persons took office as directors
of the Company.
As the Reporting Persons have achieved
their stated objective and as there are no further agreements among them with
respect to specific actions, they believe that they no longer constitute a group
under the Act and are therefore no longer subject to Scheduling 13D reporting
requirements.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed with
this Amendment.
Exhibit 99.1. Order
and Memorandum dated June 12, 2009
CUSIP
No.
74838L304
|
|
Page 8
of 8 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Schedule 13D is true, complete and
correct.
Dated: June
16, 2009
|
/s/ Ted Karkus
|
|
By: Ted
Karkus
|
|
|
|
|
|
/s/ Mark Burnett
|
|
By: Mark
Burnett
|
|
|
|
|
|
/s/ John DeShazo
|
|
By: John
DeShazo
|
|
|
|
|
|
/s/ Louis Gleckel, M.D
|
|
By: Louis
Gleckel, M.D.
|
|
|
|
|
|
/s/ Mark Leventhal
|
|
By: Mark
Leventhal
|
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