SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
[Rule
13d-101]
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§240.13d-2(a)
(Amendment
No. 14)*
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QUESTCOR
PHARMACEUTICALS, INC.
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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74835Y101
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(CUSIP
Number)
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Joseph
J. Giunta, Esq.
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Skadden,
Arps, Slate, Meagher & Flom LLP
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300
South Grand Avenue, Suite 3400
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Los
Angeles, CA 90071
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(213)
687-5000
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August
13, 2008
(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 that is the subject
of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-(1)(g), check the following box o.
*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 (“Act”) 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).
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1
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NAMES OF REPORTING
PERSONS
Paolo
Cavazza
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|||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ
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(b) ☐
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||||
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3
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SEC
USE ONLY
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|||
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4
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SOURCE
OF FUNDS
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|||
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Italy
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|||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
5,457,989
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
5,457,989
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|||
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,457,989
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
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|||
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.22%
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14
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TYPE
OF REPORTING PERSON
IN
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1
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NAMES OF REPORTING
PERSONS
Aptafin
S.p.A.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ
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(b) ☐
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||||
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3
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SEC
USE ONLY
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|||
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4
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SOURCE
OF FUNDS
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|||
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
o
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|||
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Italy
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|||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
5,457,989
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9
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SOLE
DISPOSITIVE
POWER
0
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|||
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10
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SHARED
DISPOSITIVE POWER
5,457,989
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|||
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,457,989
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
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|||
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.22%
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|||
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14
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TYPE
OF REPORTING PERSON
CO
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1
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NAMES OF REPORTING
PERSONS
Chaumiere
- Consultadoria & Servicos SDC Unipessoal LDA
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ
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(b) ☐
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||||
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3
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SEC
USE ONLY
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|||
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4
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SOURCE
OF FUNDS
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Portugal
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
4,908,889
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
4,908,889
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,908,889
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.40%
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14
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TYPE
OF REPORTING PERSON
CO
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Amendment
No. 14 to
Statement
on Schedule 13D
This
Amendment No. 14 (this “Amendment No. 14”) amends the Statement on Schedule 13D,
filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2001,
as amended (the “Schedule 13D”), relating to the shares of common stock, no par
value (the “Common Stock”), of Questcor Pharmaceuticals, Inc., a California
Corporation (“Questcor”). Pursuant to Rule 13d-2 of Regulation 13D-G
promulgated under the Securities Exchange Act of 1934, as amended (the “Act”),
this Amendment No. 14 is being filed on behalf of Mr. Paolo Cavazza (“Mr. P.
Cavazza”), Aptafin S.p.A., an Italian corporation (“Aptafin”) and Chaumiere -
Consultadoria & Servicos SDC Unipessoal LDA, a Portuguese corporation
(“Chaumiere” and, together with Mr. P. Cavazza and Aptafin, the “Reporting
Persons”). Previously, the Reporting Persons affirmed membership in a
“group” for purposes of Section 13(d) and 13(g) of the Act with Sigma Tau
Finanziaria SpA, an Italian corporation (“Sigma Tau”), Defiante Farmaceutica
L.D.A., a Portuguese corporation (“Defiante”) (formerly known as Defiante
Farmaceutica Unipessoal L.D.A.), Sigma-Tau International S.A., a Luxembourg
corporation (“Sigma Tau International”) (formerly known as Sigma-Tau Finance
Holding S.A.), Inverlochy Consultadoria & Servicos L.D.A., a Portuguese
corporation (“Inverlochy”) and Mr. Claudio Cavazza (“Mr. C. Cavazza” and,
together with Sigma Tau, Defiante, Sigma Tau International and Inverlochy, the
“Former Group Members”). Pursuant to Amendment No. 13 to the Schedule
13D, the Reporting Persons indicated that they are no longer members of a
“group” with the Former Group Members. As such, this Amendment No. 14
is filed solely with respect to the Reporting Persons’ beneficial ownership of
Common Stock.
Item 5.
Interest in Securities of
the Issuer.
Item
5 of the Schedule 13D is hereby amended as follows:
(a) Percentage
interest calculations for the Reporting Persons are based upon Questcor having
66,376,856 shares of Common Stock outstanding as of August 13, 2008, as reported
by Questcor in Questcor’s Quarterly Report on Form 10-Q filed with the SEC
on August 13, 2008 (the “Outstanding Shares”).
Mr. P.
Cavazza
Pursuant
to Rule 13d-3 of the Act, Mr. P. Cavazza may be deemed to be the beneficial
owner
of 5,457,989 shares of Common Stock, which constitutes approximately 8.22% of
the Outstanding Shares.
Aptafin
Pursuant
to Rule 13d-3 of the Act, Aptafin may be deemed to be the beneficial owner of
5,457,989 shares of Common Stock, which constitutes approximately 8.22% of the
Outstanding Shares.
Chaumiere
Pursuant
to Rule 13d-3 of the Act, Chaumiere may be deemed to be the beneficial owner of
4,908,889 shares of Common Stock, which constitutes approximately 7.40% of the
Outstanding Shares.
(b) Mr. P.
Cavazza
The
number of shares of Common Stock as to which Mr. P. Cavazza has the sole power
to vote or direct the vote is zero. The number of shares of Common
Stock as to which Mr. P. Cavazza shares the power to vote or direct the vote is
5,457,989. The number of shares of Common Stock as to which Mr. P.
Cavazza has the sole power to dispose or direct the disposition is
zero. The number of shares of Common Stock as to which Mr. P. Cavazza
shares the power to dispose or direct the disposition is 5,457,989.
Aptafin
The
number of shares of Common Stock as to which Aptafin has the sole power to vote
or direct the vote is zero. The number of shares of Common Stock as
to which Aptafin shares the power to vote or direct the vote is
5,457,989. The number of shares of Common Stock as to which Aptafin
has the sole power to dispose or direct the disposition is zero. The
number of shares of Common Stock as to which Aptafin shares the power to dispose
or direct the disposition is 5,457,989.
Chaumiere
The
number of shares of Common Stock as to which Chaumiere has the sole power to
vote or direct the vote is zero. The number of shares of Common Stock
as to which Chaumiere shares the power to vote or direct the vote is
4,908,889. The number of shares of Common Stock as to which Chaumiere
has the sole power to dispose or direct the disposition is zero. The
number of shares of Common Stock as to which Chaumiere shares the power to
dispose or direct the disposition is 4,908,889.
(c) The
following table sets forth the transactions in the Common Stock effected by the
Reporting Persons During the past 60 days:
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Date
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Party
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Type
of Transaction
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Type
of Security
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Number
of Shares
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Price
Per Share
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08/13/2008
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Chaumiere
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Sale
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Common
Stock
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2,200,000
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$4.9500
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07/16/2008
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Chaumiere
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Sale
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Common
Stock
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100,000
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$4.9147
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07/02/2008
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Chaumiere
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Sale
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Common
Stock
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31,338
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$5.2000
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The
July 2, 2008
and July 16, 2008 transactions were open market sales. The August 13, 2008
transaction was pursuant to the Stock Purchase Agreement described in Item 6
below.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
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Item
6 of the Schedule 13D is hereby amended to add the following:
On
August 13, Chaumiere entered into a Stock Purchase Agreement with Questcor (the
“Stock Purchase Agreement”), pursuant to which Questcor repurchased 2,200,000
shares of Common Stock from Chaumiere at a price of $4.95 per
share. This description of the Stock Purchase Agreement does not
purport to be complete and is qualified in its entirety by the provisions of the Stock Purchase
Agreement, which is incorporated herein by reference and is filed herewith as
Exhibit 23.
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Item
7.
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Material
to be Filed as Exhibits.
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Item
7 of the Schedule 13D is hereby amended to add the following:
EXHIBIT 19 – Joint Filing
Agreement dated December 21, 2006 by and between the Reporting Persons and the
Former Group Members (incorporated by reference to Exhibit 7 to the Schedule
13Ds).
EXHIBIT 20 – Power of Attorney
dated February 29, 2008 by Paolo Cavazza (incorporated by reference to Exhibit 1
of Form 4, filed with the SEC on June 9, 2008, relating to the shares of Common
Stock).
EXHIBIT 21 – Power of Attorney
dated February 29, 2008 by Chaumiere – Consultadoria & Servicor SDC
Unipessoal LDA (incorporated by reference to Exhibit 2 of Form 4, filed with the
SEC on June 9, 2008, relating to the shares of Common Stock).
EXHIBIT 22 – Power of Attorney
dated July 14, 2008 by Aptafin S.p.A. (incorporated by reference to Exhibit 1 of
Form 4, filed with the SEC on July 18, 2008, relating to the shares of Common
Stock).
EXHIBIT 23 – Stock Purchase
Agreement, dated as of August 13, 2008, by and between Questcor Pharmaceuticals,
Inc. and Chaumiere - Consultadoria & Servicos SDC Unipessoal
L.D.A.
Signatures
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement with respect to Paolo Cavazza is
true, complete and correct.
Dated: August
14, 2008
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PAOLO
CAVAZZA
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By:
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/s/
Fabio Poma
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Fabio
Poma, Attorney-in-fact for Paolo
Cavazza
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After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement with respect to Aptafin S.p.A. is
true, complete and correct.
Dated: August
14, 2008
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APTAFIN
S.P.A.
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By:
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/s/
Fabio Poma
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Fabio
Poma, Attorney-in-fact for Aptafin
S.p.A.
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After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement with respect to Chaumiere -
Consultadoria & Servicos SDC Unipessoal LDA is true, complete and
correct.
Dated: August
14, 2008
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CHAUMIERE
- CONSULTADORIA & SERVICOS SDC UNIPESSOAL LDA
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By:
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/s/
Fabio Poma
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Fabio
Poma, Attorney-in-fact for Chaumiere - Consultadoria & Servicos SDC
Unipessoal LDA
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The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative’s authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of
attorney for this purpose which is already on file with the Commission may be
incorporated by reference. The name of any title of each person who
signs the statement shall be typed or printed beneath his
signature.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C.
1001).
Schedule
A
EXECUTIVE OFFICERS AND
DIRECTORS
Aptafin
S.p.A.
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NAME
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ADDRESS
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TITLE
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CITIZENSHIP
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Cristina
Cavazza
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Viale
Shakespeare, 47
00144
Rome Italy
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President
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Italian
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Maurizio
Terenzi
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via
Sudafrica,20,
00144
Rome Italy-
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Managing
Director
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Italian
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Antonio
Nicolai
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via
Sudafrica,20,
00144
Rome Italy-
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Director
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Italian
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Emanuela
Cavazza
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Viale
Shakespeare 47
00144
Rome Italy-
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Director
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Italian
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Schedule
A
EXECUTIVE OFFICERS AND
DIRECTORS
Chaumiere - Consultadoria
& Servicos SDC Unipessoal LDA
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NAME
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ADDRESS
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TITLE
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CITIZENSHIP
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Roberto
Carlos de
Castro
Abreu
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Avenida
da República, 32, 4.º Esquerdo, 1050-193 Lisboa, Portugal
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Director
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Portuguese
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João
Josè de Freitas
Rodrigues
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Avenida
da República, 32, 4.º Esquerdo, 1050-193 Lisboa, Portugal
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Director
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Portuguese
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Exhibit 23
STOCK PURCHASE
AGREEMENT
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made
and entered into this 13th day of August, 2008, by and between QUESTCOR
PHARMACEUTICALS, INC., a California corporation (the “Company”) and
CHAUMIERE CONSULTADORIA & SERVICOS SDC UNIPESSOAL L.D.A., a corporation
organized under the laws of Portugal (“Shareholder”).
RECITALS
A. Shareholder
holds of record Seven Million, One Hundred and Eight Thousand, Eight Hundred and
Eighty Nine (7,108,889) shares of the Common Stock, no par value, of the
Company.
B. The
Company desires to repurchase Two Million and Two Hundred Thousand (2,200,000)
of the shares from Shareholder (the “Repurchased Shares”)
and Shareholder desires to sell the Repurchased Shares to the Company, for an
aggregate repurchase consideration equal to Ten Million Eight Hundred Ninety
Thousand U.S. Dollars ($10,890,000) (the “Repurchase Price”)
representing a per share price of Four U.S. Dollars and Ninety-Five Cents
($4.95), all on the terms set forth in this Agreement (the “Repurchase”).
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
AGREEMENT
1. Repurchase. Shareholder
agrees to and does hereby sell, transfer and convey to the Company the
Repurchased Shares, free and clear of all liens, claims and encumbrances, and
the Company agrees to and does hereby purchase the Repurchased
Shares. In consideration of the sale and transfer of the Repurchased
Shares, the Company shall pay to Shareholder the Repurchase Price, all on the
terms set forth in this Agreement. As a result of the Repurchase, in
accordance with the Company’s Articles of Incorporation and the California
General Corporation Law, the Repurchased Shares shall return to the status of
authorized by unissued shares of the Company.
2. Deliveries. The
Company shall pay to Shareholder the Repurchase Price by wire transfer in
immediately available funds. Promptly following the date of this
Agreement, Shareholder shall deliver to the Company duly executed stock powers
in the form of Exhibit A attached hereto transferring the Repurchased Shares to
the Company and stock certificates including the Repurchased Shares registered
in the name of such Shareholder for cancellation and return to the Company’s
stock record book. Upon receipt of the stock certificates and duly
executed stock powers, the Company shall direct its transfer agent to issue a
new stock certificate representing any remaining shares included in the stock
certificates delivered by Shareholder to the Company. Shareholder has
provided the correct wire transfer instructions to effect the wire transfer to
the Company.
3. Representations, Warranties
and Covenants of the Shareholder. Shareholder hereby
represents, warrants and covenants to the Company as follows:
(a) Legal
Power. Shareholder has the requisite legal power and authority
to enter into this Agreement, to deliver the Repurchased Shares and to carry out
and perform its obligations under the terms of this Agreement, without obtaining
the approval or consent of any other party or authority.
(b) Title to
Shares. Shareholder owns the Repurchased Shares free and clear
of all liens, charges, claims, encumbrances, security interests, equities,
restrictions on transfer (other than restrictions under applicable securities
laws) or other defects in title of any kind or description and, upon delivery of
the Repurchased Shares and receipt of the Repurchase Price therefor, Shareholder
will convey to the Company valid and marketable title to the Repurchased Shares,
free and clear of all liens, charges, claims, encumbrances, security interests,
equities, restrictions on transfer (other than restrictions under applicable
securities laws) or other defects in title or description.
(c) Investment
Representations. Due to Shareholder’s pharmaceutical industry
experience, Shareholder possesses the expertise to be able to fend for itself in
the transaction contemplated by this Agreement. Shareholder has had,
during the course of this transaction and prior hereto, the opportunity to ask
questions of, and receive answers from, the Company and its management
concerning the Company, its operations and prospects, and the terms and
conditions of this Agreement. Shareholder is entering into this
Agreement freely and understands and expressly accepts and assumes the economic
and market risk associated with the transactions contemplated by this Agreement
and agrees that this Agreement shall be in all respects effective and not
subject to termination or rescission under any circumstances.
(d) Tax
Matters. Shareholder acknowledges that the Company is making
no representation or warranty as to the tax consequences for Shareholder in
selling the Shares for the Repurchase Price pursuant to this
Agreement. Shareholder further acknowledges that it has had an
opportunity to seek independent counsel and advisors with respect to tax and
other matters relating to this Agreement, and Shareholder acknowledges and
agrees that it shall bear its own tax consequences, if any, of Shareholder’s
selling the Repurchased Shares for the Repurchase Price pursuant to the terms of
this Agreement. The Company acknowledges and agrees that it shall
bear its own tax consequences, if any, of the Company’s purchasing the
Repurchased Shares for the Repurchase Price pursuant to the terms of this
Agreement. Following execution of this Agreement, Shareholder will
promptly deliver to the Company a properly executed IRS Form W-8.
4. Company
Representations. The Company represents and warrants to
Shareholder that:
(a) Legal
Power. This Agreement has been duly executed and delivered by
the Company and constitutes a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms and no consent,
approval or authorization of, exemption by, or filing with, any governmental or
regulatory authority is required in connection with the execution, delivery and
performance by the Company of this Agreement, other than the filing of a Form
8-K with the Securities and Exchange Commission.
(b) Accounting
Treatment. The Company will account for the Repurchase in its
financial statements as a reduction of the line item “common stock” on its
balance sheet and the Repurchase has no impact on the Company’s income statement
or its accumulated deficit.
5. Miscellaneous.
(a) Entire
Agreement. This Agreement represents and contains the full,
final and complete agreement and understanding between the parties hereto
relating to or connected with the subject matter hereof. This
Agreement shall not be amended except in a writing signed by the parties
hereto. Notwithstanding the foregoing, each party agrees that, at any
time and from time to time after the date hereof, it will take any and all
actions and execute and deliver to any other party such further instruments or
documents as may reasonably be required to give effect to the intentions of the
parties as contemplated under this Agreement.
(b) Governing Law and
Venue. This Agreement was entered into in the State of
California, and its validity, construction, interpretation and legal effect
shall be governed by the laws and judicial decisions of the State of California
applicable to contracts entered into and performed entirely within the State of
California and by applicable federal law, and the choice-of-law provisions of
California law shall not be applied to substitute the law of any other State or
nation. The parties expressly agree that any action arising out of or
relating to this Agreement shall be filed and maintained only in the courts of
the State of California for the County of Alameda, or the United States District
Court for the Northern District of California. The parties hereby
consent and submit to the personal jurisdiction of such courts for the purposes
of litigating any such action, and that each such court is a proper venue for
litigating any such action.
(c) Attorneys’
Fees. In the event that either party to this Agreement shall
commence any action to interpret or enforce this Agreement or any action to
enforce or appeal any decision or judgment rendered in connection therewith, the
prevailing party in any such action or actions shall recover such party’s
reasonable costs and expenses incurred in connection therewith, including
reasonably attorneys’ fees.
(d) Counterparts. This
Agreement may be executed in two or more counterparts, which shall together
constitute one and the same agreement.
[Signature
page follows]
IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first written above.
“COMPANY”
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QUESTCOR
PHARMACEUTICALS, INC.
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|
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a
California corporation
|
|
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/s/ Don
Bailey
|
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Don
Bailey
|
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President
and Chief Executive Officer
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CHAUMIERE
CONSULTADORIA & SERVICOS
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SDC
UNIPESSOAL L.D.A.
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/s/ Roberto
Carlos de Castro Abreu
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By: Roberto
Carlos de Castro Abreu
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Title: Director
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