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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): November 26, 2007
QUESTCOR PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
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California
(State or Other Jurisdiction
of Incorporation)
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001-14758
(Commission File Number)
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33-0476164
(I.R.S. Employer
Identification No.) |
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3260 Whipple Road Union City, California
(Address of Principal Executive Offices)
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94587
(Zip Code) |
Registrants telephone number, including area code: (510) 400-0700
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
On November 26, 2007, the Board of Directors (the Board) of Questcor Pharmaceuticals, Inc. (the
Company) appointed Don M. Bailey, 61, President and Chief Executive Officer. Prior to this
appointment, Mr. Bailey was the Interim President of the Company, a role in which he has served
since May of 2007.
Mr. Bailey joined Questcors Board of Directors in May 2006. Mr. Bailey is currently the
non-executive Chairman of the Board of STAAR Surgical Company, a leader in the development,
manufacture, and marketing of minimally invasive ophthalmic products employing proprietary
technologies. Mr. Bailey served as Chairman of the Board of Comarco, Inc., a provider of wireless
test products for the wireless industry and a maker of emergency call box systems and mobile power
products for handheld devices from 1998 to August 2007. He also served from June 1990 to April
2000 as President and Chief Executive Officer of Comarco, Inc., where he was employed since May
1980. He earned a B.S. in mechanical engineering from the Drexel Institute of Technology in 1968,
a M.S. degree in operations research from the University of Southern California in 1971 and an MBA
from Pepperdine University in 1986.
Additional information regarding Mr. Bailey is detailed in the Companys press release dated
November 29, 2007, which is attached hereto as Exhibit 99.1.
Item 7.01. Regulation FD Disclosure.
On November 29, 2007, the Company issued a press release announcing the appointment of Mr. Bailey
as the President and Chief Executive Officer of the Company, a copy of which is attached hereto as
Exhibit 99.1 and is incorporated herein by this reference.
The foregoing information is furnished pursuant to Item 7.01 and shall not be deemed filed for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liability of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Exhibit Description |
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99.1
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Questcor Pharmaceuticals, Inc. Press Release dated November
29, 2007. |
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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Date: November 30, 2007 |
QUESTCOR PHARMACEUTICALS, INC.
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By: |
/s/ George Stuart
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George Stuart |
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Senior Vice President, Finance, and
Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Exhibit Description |
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99.1
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Questcor Pharmaceuticals, Inc. Press Release dated November 29, 2007. |
exv99w1
Exhibit 99.1
FOR IMMEDIATE RELEASE
QUESTCOR APPOINTS DON M. BAILEY AS CEO
Union City, CA November 29, 2007 Questcor Pharmaceuticals, Inc. (AMEX:QSC) announced today
that Don M. Bailey, 61, has been appointed President and Chief Executive Officer. Prior to this
appointment, Mr. Bailey was the Interim President of the Company, a role in which he has served
since May of 2007.
Dons been instrumental in setting the foundation for Questcors strategic redirection announced
in August. Under his leadership as our interim president, Questcor is now profitable and generating
positive cash flows after a history of operating losses. As our new Chief Executive Officer, Don
will continue to implement this new strategy and pursue other strategies that seek to generate
shareholder value, said Virgil Thompson, Questcors Chairman of the Board. We welcome Don as our
new Chief Executive Officer and we look forward to his continued leadership at Questcor.
Mr. Bailey joined Questcors Board of Directors in May 2006. Mr. Bailey is currently the
non-executive Chairman of the Board of STAAR Surgical Company, a leader in the development,
manufacture, and marketing of minimally invasive ophthalmic products employing proprietary
technologies. Mr. Bailey served as Chairman of the Board of Comarco, Inc., a provider of wireless
test products for the wireless industry and a maker of emergency call box systems and mobile power
products for handheld devices from 1998 to August 2007. He also served from June 1990 to April 2000
as President and Chief Executive Officer of Comarco, Inc., where he was employed since May 1980.
He earned a B.S. in mechanical engineering from the Drexel Institute of Technology in 1968, a M.S.
degree in operations research from the University of Southern California in 1971 and an MBA from
Pepperdine University in 1986.
About Questcor Questcor Pharmaceuticals, Inc. is a pharmaceutical company that owns two
commercial products, H.P. Acthar ® Gel (Acthar) and Doral
® , and is developing new medications using strategies that generally require lower
capital investment when compared to traditional development programs. Acthar (repository
corticotropin injection) is an injectable drug that is approved for the treatment of certain
disorders with an inflammatory component, including the treatment of exacerbations associated with
multiple sclerosis (MS). In addition, Acthar is not indicated for, but is used in treating
patients with infantile spasms (IS), a rare form of refractory childhood epilepsy, and opsoclonus
myoclonus syndrome, a rare autoimmune-related childhood neurological disorder. Doral is indicated
for the treatment of insomnia characterized by difficulty in falling asleep, frequent nocturnal
awakenings, and/or early morning awakenings. The Company is also developing new medications,
including QSC-001, a unique orally disintegrating tablet formulation of hydrocodone bitartrate and acetaminophen for the
treatment of moderate to moderately severe pain. For more information, please visit
www.questcor.com.
Note: Except for the historical information contained herein, this press release contains
forward-looking statements that involve risks and uncertainties. Such statements are subject to
certain factors, which may cause Questcors results to differ from those reported herein. Factors
that may cause such differences include, but are not limited to, Questcors ability to continue to
successfully implement the new strategy and business model for Acthar, Questcors ability to
accurately forecast the demand for its products, the gross margin achieved from the sale of its
products, Questcors ability to enforce its product returns policy, Questcors ability to estimate
the quantity of Acthar used by government entities and Medicaid eligible patients, that the actual
amount of rebates and discounts related to the use of Acthar by government entities and Medicaid
eligible patients may differ materially from Questcors estimates, the sell-through by Questcors
distributors, the expenses and other cash needs for upcoming periods, the inventories carried by
Questcors distributors, Questcors ability to obtain finished goods from its sole source contract
manufacturers on a timely basis if at all, Questcors potential future need for additional funding,
Questcors ability to utilize its net operating loss carry forwards to reduce income taxes on
taxable income, research and development risks, uncertainties regarding Questcors intellectual
property and the uncertainty of receiving required regulatory approvals in a timely way, or at all,
other research, development, and regulatory risks, and the ability of Questcor to acquire products
and, if acquired, to market them successfully and find marketing partners where appropriate, as
well as the risks discussed in Questcors annual report on Form 10-K for the year ended December
31, 2006 and other documents filed with the Securities and Exchange Commission. The risk factors
and other information contained in these documents should be considered in evaluating Questcors
prospects and future financial performance.
Questcor undertakes no obligation to publicly release the result of any revisions to these
forward-looking statements, which may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
CONTACT INFORMATION:
Questcor Pharmaceuticals, Inc.
Don Bailey
Steve Cartt
510-400-0700
IR2@Questcor.com
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EVC Group, Inc. |
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Investors
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Media |
Doug Sherk
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Julie Huang |
415-896-6820
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646-443-6963 |
Julie Huang |
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646-443-6963 |
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