The Quigley Corporation Updates and Amends By-Laws and Rights Agreement
18 Agosto 2009 - 1:02PM
PR Newswire (US)
DOYLESTOWN, Pa., Aug. 18 /PRNewswire-FirstCall/ -- The Quigley
Corporation "The Company" (NASDAQ:QGLY), http://www.quigleyco.com/,
today announced that its Board of Directors has approved updating
and amending its By-laws and Rights Agreement. The By-laws of the
Company were amended and restated to reflect accepted best
practices, including updates with respect to Nevada corporate law
and to provide advance notice procedures for stockholder
nominations for directors and stockholder proposals. The amendment
to the Rights Agreement is comprised of two primary revisions. The
first revision updates and broadens the Rights Agreement's
definition of "Beneficial Ownership" by providing for the
definition to capture derivative instruments. The second revision
removes a provision which excluded Mr. Guy J. Quigley, the former
Chairman of the Company, who was not reelected to the Board by
stockholders in 2009, from the definition of "Acquiring Person".
Mr. Quigley voluntarily resigned as President and Chief Executive
Officer of the Company in June 2009. The amended Rights Agreement
permits Mr. Quigley to continue to own 3,373,764 shares of common
stock, plus any shares he might acquire by exercise of previously
issued stock options, without triggering the rights pursuant to the
Rights Agreement. For more information concerning the provisions
contained in the By-laws and the Rights Agreement, please see the
Company's Current Report on Form 8 K regarding this matter. About
The Quigley Corporation The Quigley Corporation (NASDAQ:QGLY)
(http://www.quigleyco.com/) is a diversified natural health medical
science company. Its Cold Remedy segment is a leading marketer and
manufacturer of the Cold-EEZE family of lozenges and sugar free
tablets clinically proven to significantly reduce the severity and
duration of the common cold. Cold-EEZE customers include leading
national wholesalers and distributors, as well as independent and
chain food, drug and mass merchandise stores and pharmacies. The
Quigley Corporation has several wholly owned subsidiaries including
Quigley Manufacturing Inc., which consists of an FDA approved
facility to manufacture Cold-EEZE lozenges and fulfill other
contract manufacturing opportunities, and Quigley Pharma, Inc.,
(http://www.quigleypharma.com/), which conducts research in order
to develop and commercialize a pipeline of patented botanical and
naturally derived potential prescription drugs. Forward-Looking
Statements Certain statements in this press release are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and involve known and
unknown risk, uncertainties and other factors that may cause the
Company's actual performance or achievements to be materially
different from the results, performance or achievements expressed
or implied by the forward-looking statement. Factors that impact
such forward-looking statements include, among others, changes in
worldwide general economic conditions, changes in interest rates,
government regulations, and worldwide competition. CONTACT: Ted
Karkus Carl Hymans Chairman of the Board, CEO G.S. Schwartz &
Co. (215) 345-0919 ext. 114 (212) 725-4500 ext. 304 DATASOURCE:
Quigley Corporation CONTACT: Ted Karkus, Chairman of the Board,
CEO, The Quigley Corporation, +1-215-345-0919, ext. 114; or Carl
Hymans, G.S. Schwartz & Co., +1-212-725-4500, ext. 304, Web
Site: http://www.quigleyco.com/
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