SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628

April 16, 2009

By Facsimile and U.S. Mail

Aron Izower, Esq. Reed Smith LLP 599 Lexington Avenue 22
nd Floor
New York, NY 10012
Re:   Quigley Corporation  Schedule 14A filed by Ted Karkus et al.
Filed April 9, 2009 File No. 0-21617

Dear Mr. Izower:

We have reviewed your  filings and have the following co mments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why a comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we ma y or may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or any other aspect of our review.  Feel free to call
us at the telephone numbers listed  at the end of this letter.
 Schedule 14A

1. Please confirm to us that you will post your proxy materials on a specified, publicly-accessible Internet Web site (other than th e Commission’s EDGAR Web site) and provide
record holders with a notice of internet availability informing them that the materials are available and explaining how to access those ma terials. Refer to Rule 14a-16 and Exchange
Act Release 34-56135 available at http://www.sec.gov/rules/final/2007/34-56135.pdf
.
2. We note that security holders who vote the blue proxy will be disenfranchised with respect
to the company’s proposal to ratify the appointment of the company’s independent

Aron Izower, Esq.
Quigley Corporation
April 16, 2009 Page 2
auditors.  Please revise the proxy statement and proxy card to state that by executing and
returning your blue proxy card, security hol ders will relinquish the opportunity to vote on
other matters to be voted upon at the annual m eeting that the company has proposed in its
proxy statement.  Alternatively, please revise  the form of proxy to include the company’s
other proposal.
3. Please revise to include a bac kground discussion of the contac ts between the participants
and the company during the time period leading up to the current solicitation.  Please also
describe how the Board or management responde d to contacts made by the participants and
the material details of any di scussions or correspondence.
4. We note you state that the proxy statement is  solicited by Ted Karkus or the Nominating
Shareholder.  Please revise throughout the pr oxy statement and proxy ca rd to identify each
of the participants in the solicitation.  Refer to Item 4(b)(1) of Schedule 14A and Rule 14a-4(a)(1).
5. Please revise to indicate that the proxy card and proxy statement are “preliminary copies.”
Refer to Rule 14a-6(e)(1).
 Reasons for the Solicitation, page 4

6. Please avoid issuing statements that directly or indirectly impugn the character, integrity or
personal reputation or make charges of illegal, improper or immoral conduct without
factual foundation.  Disclose th e factual foundation for such assertions or delete the
statements.  In this regard, note that the factual foundation for such assertions must be
reasonable.  Refer to Rule 14a-9.  Please provide us supplementally the factual foundation
for the following statements:

• “The Nominating Shareholder believes that the Company’s current Board of Directors
is not sufficiently independent of management  and that the current  Board has failed to
maximize shareholder value.”

• “The Nominating Shareholder believes that  the Board has rubber-stamped highly
questionable business decisions that have resulted in a se vere decline in financial
performance.”

• “In the Nominating Shareholder’s opinion, the Board has approved massively excessive
compensation….”

• “…the Board approved the sale of key reve nue producing assets in 2008 to a company
for which the CEO’s brother is a major sh areholder (which was not disclosed in
Company’s filings) and at a high ly questionable valuation.”

Aron Izower, Esq.
Quigley Corporation
April 16, 2009 Page 3
7. Please describe any specific pl ans to “institute strong cor porate governance policies to
prevent nepotism and unfair rela ted transactions” and to “max imize shareholder returns.”
Please also state that the nominees’ plans coul d change subject to their fiduciary duty to
stockholders if they are elected
 Proposal One; Election of  Directors…, page 6

8. We note that the Nominating Shareholder belie ves that the each of the nominees qualifies
as independent under NASDAQ’s rules.  Please revise to affirmatively state whether each
nominee is independent, as required by Item 7(c) of Schedule 14A and corresponding Item
407(a) of Regulation S-K.
9. We note that each of the nominees has cons ented to being named in the proxy statement
and has indicated a willingness to serve if elec ted.  Please also revise to state whether each
nominee has consented to serve if elected.  Refer to Rule 14a-4(d)(4).
10. Please revise to briefly describe the type  of business conducted by each company referred
to in the nominees’ descripti ons of business experience.
11. We note that you may introduce substitute or  additional nominees.  Please revise to
specifically address whether any advance notice provisions affect your ability to designate
substitute or additional nominees.  Please revise  to state that a revise d proxy card would be
distributed with the proxy supplement.
 What is a quorum, and why is it necessary, page 12

12. For ease of investor understan ding, please revise to separate  your discussion of the vote
required under another subheading.  Please revise to clearly st ate the treatment of broker
non-votes and abstentions on the quorum and voting requirements.   Refer to Item 21(b) of
Schedule 14A.
 Proxy Solicitation and Expenses, page 14

13. Please revise to fill-in the blanks in this section.
 Form of Proxy

14. Please revise to specifically state that th e proxy is not being solicited by the board of
directors.  Refer to Rule 14a-4(a)(1).
15. With respect to any other registrant nominees, please revise to provi de adequate space for
security holders to write the name(s) of th e nominees for whom they seek to withhold
authority.  Refer to Rule 14a-4(d)(4)(iii).

Aron Izower, Esq.
Quigley Corporation
April 16, 2009 Page 4    Closing Information

Please amend the preliminary proxy statement in response to these comments.  Clearly
and precisely mark the changes to the preliminary proxy statemen t effected by the amendment,
as required by Rule 14a-6(h) and Rule 310 of Regul ation S-T.  We may have further comments
upon receipt of your amendment; therefore, please allow adequate time after the filing of the
amendment for further staff review.
You should furnish a response letter with the amendment ke ying your responses to our
comment letter and providing any supplemental information we have requested.  You should
transmit the letter via EDGAR under the label “C ORRESP.”  In the event that you believe that
compliance with any of the above comments is in appropriate, provide a ba sis for such belief to
the staff in the response letter.

 In connection with responding to our comme nt, please provide, in writing, a statement
from each participant and filing person, as appropriate, acknowledging that:
ƒ the participant or filing person is responsib le for the adequacy and accuracy of the
disclosure in the filing;

ƒ staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

ƒ the participant or filing person may not asse rt staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of
the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.

Aron Izower, Esq.
Quigley Corporation April 16, 2009 Page 5
Please direct any questions to me at ( 202) 551-3411.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549-3628.                                   Sincerely,                                       Peggy Kim         S p e c i a l  C o u n s e l          Office of Mergers & Acquisitions