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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): September 24, 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o 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 Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On September 24, 2007, the Board of Directors of Questcor Pharmaceuticals, Inc. (the
Company), elected Robert J. Rubin, M.D., as a director of the Company. Dr. Rubin will serve on
the Board of Directors for a term to run until the next election of directors by the Companys
shareholders.
Dr. Rubin is currently a Clinical Professor of Medicine at Georgetown Universitys School of
Medicine, a position he has held since 1995. In addition, Dr. Rubin is a practicing nephrologist
and serves as a consultant to several large international healthcare companies. Dr. Rubin served
as president of The Lewin Group, Inc., and its predecessor organizations, from 1987 to 2001. Dr.
Rubin served as Assistant Secretary, U.S. Department of Health and Human Services concurrent with
his appointment as Assistant Surgeon General from 1981 to 1984.
The Company continues to actively interview candidates to join its Board of Directors.
Item 7.01. Regulation FD Disclosure.
On September 26, 2007, the Company issued a press release announcing the election of Dr. Rubin
as a director 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 September 26, 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: September 27, 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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Press release issued by Questcor Pharmaceuticals, Inc., dated as of September 26, 2007. |
exv99w1
Exhibit 99.1
NEWS RELEASE
QUESTCOR APPOINTS ROBERT J. RUBIN, M.D. TO BOARD OF DIRECTORS
Union City, CA September 26, 2007 Questcor Pharmaceuticals, Inc. (AMEX:QSC) announced today
that Robert J. Rubin, M.D. has been appointed to its Board of Directors. Dr. Rubins distinguished
career has included significant contributions in the fields of medicine, government, and business.
Currently, he is Clinical Professor of Medicine at Georgetown Universitys School of Medicine, a
position he has held since 1995. He is also a practicing nephrologist and serves as a consultant
to several large international healthcare companies. Among his positions in government, Dr. Rubin
served as Assistant Secretary, U.S. Department of Health and Human Services concurrent with his
appointment as Assistant Surgeon General from 1981 to 1984. Among his positions in business, Dr.
Rubin served as president of the leading healthcare consulting firm The Lewin Group, Inc., and its
predecessor organizations, from 1987 to 2001.
Dr. Rubin brings to Questcor significant medical and business expertise, particularly in the rare
disease market segment. We look forward to the value Dr. Rubin will add as we implement our new
strategy, commented Virgil Thompson, Questcors Chairman of the Board.
Throughout his career, Dr. Rubin has published extensively and served on numerous boards. Dr.
Rubin currently serves as Chair of the Research Council of the Institute for Health Technology
Studies and Chair-Elect of the Association for Weight Management and Obesity Prevention. Dr. Rubin
earned his medical degree from Cornell University Medical College.
About Questcor
Questcor Pharmaceuticals, Inc.â (AMEX:QSC) is a specialty pharmaceutical company
that develops and commercializes therapeutics for the treatment of neurological disorders.
Questcors products include H.P. Actharâ Gel (repository corticotropin injection)
and Doralâ (quazepam), which is indicated for the treatment of insomnia,
characterized by difficulty in falling asleep, frequent nocturnal awakenings, and/or early morning
awakenings. 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 a new strategy for Acthar,
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Questcors ability to identify and hire a permanent Chief Executive Officer, 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, the accuracy of the
prescription data purchased from independent third parties by Questcor, the sell-through by
Questcors distributors, the inventories carried by Questcors distributors, and the expenses and
other cash needs for upcoming periods, 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 the sale of its non-core products, 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: Questcor Pharmaceuticals, Inc.
Don Bailey or Steve Cartt, 510-400-0700
IR2@Questcor.com
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