- Amended Statement of Beneficial Ownership (SC 13D/A)
May 18 2009 - 12:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
(Name of
Issuer)
Common
Stock, par value $.0005 per share
(Title of
Class of Securities)
(CUSIP
Number)
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)
(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)
¨
(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)
¨
|
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)
¨
|
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)
¨
(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)
¨
|
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)
¨
|
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)
¨
(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)
¨
|
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)
¨
(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)
¨
|
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)
¨
|
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)
¨
|
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)
¨
|
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)
¨
|
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. 2 (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 (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.
Items 4 and 7 of the Schedule 13D are
hereby amended and supplemented as follows:
ITEM
4. PURPOSE OF TRANSACTION
On April 23, 2009, The Quigley
Corporation filed an action in the United States District Court for the Eastern
District of Pennsylvania against Ted Karkus, John Edmunds Ligums, Sr.
(“Ligums”), Mark Burnett, John DeShazo, Louis Gleckel, MD and Mark Leventhal
(collectively, the “Defendants”), asserting claims for violations of Sections
13(d), 14(a) and 16(a) of the Securities Exchange Act of 1934, as
amended.
On May 15, 2009, Judge Pratter of the
United States District Court for the Eastern District of Pennsylvania filed an
Order denying the Company’s request for a preliminary injunction with respect to
the Company’s claim that Ligums was an undisclosed member of the Reporting
Persons' Schedule 13D group. The Company had previously voluntarily withdrawn
other claims it made concerning the Darius/Innerlight/Gary Quigley transaction
and alleged undisclosed plans for the Company as a basis for preliminary
injunctive relief.
A copy of Judge Pratter’s Order and
Memorandum setting forth the explanation for the decision is attached as an
exhibit hereto.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed with
this Amendment.
Exhibit 99.1. Order
and Memorandum dated May 15, 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:
May 18, 2009
|
/s/ Ted Karkus
|
|
By: Ted
Karkus
|
|
|
|
|
Dated:
May 18, 2009
|
/s/ Mark Burnett
|
|
By: Mark
Burnett
|
|
|
|
|
Dated:
May 18, 2009
|
/s/ John DeShazo
|
|
By: John
DeShazo
|
|
|
|
|
Dated:
May 18, 2009
|
/s/ Louis Gleckel, M.D.
|
|
By: Louis
Gleckel, M.D.
|
|
|
|
|
Dated:
May 18, 2009
|
/s/ Mark Leventhal
|
|
By: Mark
Leventhal
|
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