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. 15)*
|
QUESTCOR
PHARMACEUTICALS, INC.
|
|
(Name
of Issuer)
|
|
Common
Stock
|
|
(Title
of Class of Securities)
|
|
74835Y101
|
|
(CUSIP
Number)
|
|
Joseph
J. Giunta, Esq.
|
|
Skadden,
Arps, Slate, Meagher & Flom LLP
|
|
300
South Grand Avenue, Suite 3400
|
|
Los
Angeles, CA 90071
|
|
(213)
687-5000
|
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
|
|
October
21, 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 ¨.
*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).
|
CUSIP No. 74835Y101
|
13D
|
Page 2 of 7 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
Claudio
Cavazza
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
|||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e)
|
¨
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||||
|
Italy
|
|||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
981,781
|
|||
|
8
|
SHARED
VOTING POWER
2,901,445
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
981,781
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,901,445
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
3,883,226
|
|||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
||||
|
6.01%
|
|||||
|
14
|
TYPE
OF REPORTING PERSON
|
||||
|
IN
|
|||||
|
CUSIP No. 74835Y101
|
13D
|
Page 3 of 7 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
Inverlochy
Consultadoria & Servicos L.D.A.
|
|||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
||||
|
3
|
SEC
USE ONLY
|
|||||
|
4
|
SOURCE
OF FUNDS
|
|||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e)
|
¨
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||||
|
Portugal
|
||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||||
|
8
|
SHARED
VOTING POWER
2,901,445
|
|||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|||||
|
10
|
SHARED
DISPOSITIVE POWER
2,901,445
|
|||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
|
2,901,445
|
||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
|
4.49%
|
||||||
|
14
|
TYPE
OF REPORTING PERSON
|
|||||
|
CO
|
||||||
|
CUSIP No. 74835Y101
|
13D
|
Page 4 of
7 Pages
|
Amendment
No. 15 to
Statement
on Schedule 13D
This
Amendment No. 15 (this “Amendment No. 15”) 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. 15 is being filed on behalf of Mr. Claudio Cavazza (“Mr. C.
Cavazza”) and Inverlochy Consultadoria & Servicos L.D.A., a Portuguese
corporation (“Inverlochy” and, together with Mr. C. Cavazza, 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.), Aptafin S.p.A., an Italian corporation (“Aptafin”), Chaumiere -
Consultadoria & Servicos SDC Unipessoal LDA, a Portuguese corporation
(“Chaumiere”) and Mr. Paolo Cavazza (“Mr. P. Cavazza” and, together with Sigma
Tau, Defiante, Sigma Tau International, Aptafin and Chaumiere, 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. 15 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
64,576,856 shares of Common Stock outstanding as of September 3, 2008 (the
“Outstanding Shares”), based on 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, less 1,800,000 shares
repurchased pursuant to the transaction reported in Item 6 of Amendment No. 14
to the Schedule 13D.
Mr. C.
Cavazza
Pursuant
to Rule 13d-3 of the Act, Mr. C. Cavazza may be deemed to be the beneficial
owner of 3,883,226 shares of Common Stock, which constitutes approximately 6.01%
of the Outstanding Shares.
Inverlochy
Pursuant
to Rule 13d-3 of the Act, Inverlochy may be deemed to be the beneficial owner of
2,901,445 shares of Common Stock, which constitutes approximately 4.49% of the
Outstanding Shares.
(b) Mr. C.
Cavazza
The
number of shares of Common Stock as to which Mr. C. Cavazza has the sole power
to vote or direct the vote is 981,781. The number of shares of Common
Stock as to which Mr. C. Cavazza shares the power to vote or direct the vote is
2,901,445. The number of shares of Common Stock as to which Mr. C.
Cavazza has the sole power to dispose or direct the disposition is
981,781. The number of shares of Common Stock as to which Mr. C.
Cavazza shares the power to dispose or direct the disposition is
2,901,445.
Inverlochy
The
number of shares of Common Stock as to which Inverlochy has the sole power to
vote or direct the vote is zero. The number of shares of Common Stock
as to which Inverlochy shares the power to vote or direct the vote is
2,901,445. The number of shares of Common Stock as to which
|
CUSIP No. 74835Y101
|
13D
|
Page 5 of
7 Pages
|
Inverlochy
has the sole power to dispose or direct the disposition is zero. The
number of shares of Common Stock as to which Inverlochy shares the power to
dispose or direct the disposition is 2,901,445.
(c) The
following table sets forth the transactions in the Common Stock effected by the
Reporting Persons since the filing of Amendment No. 14 to the Schedule
13D:
|
Date
|
Party
|
Type
of Transaction
|
Type
of Security
|
Number
of Shares
|
Price
Per Share
|
|
10/21/2008
|
Mr.
C. Cavazza
|
Sale
|
Common
Stock
|
775,000
|
$7.65
|
Item
7. Material
to be Filed as Exhibits.
Item
7 of the Schedule 13D is hereby amended to add the following:
EXHIBIT 23 – 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
13D).
EXHIBIT 24 – Power of Attorney
dated February 15, 2008 by Inverlochy Consultadoria & Servicos
L.D.A.
|
CUSIP No. 74835Y101
|
13D
|
Page 6 of 7 Pages
|
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 Claudio Cavazza is
true, complete and correct.
Dated: October
23, 2008
|
CLAUDIO
CAVAZZA
|
||
| /s/ Claudio Cavazza |
|
|
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 Inverlochy
Consultadoria & Servicos L.D.A. is true, complete and correct.
Dated: October
23, 2008
|
INVERLOCHY
CONSULTADORIA & SERVICOS L.D.A.
|
|||
|
By:
|
/s/ Fabio Poma |
|
|
|
Fabio
Poma, Attorney-in-fact for Inverlochy
|
|||
|
Consultadoria
& Servicos L.D.A.
|
|||
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).
|
CUSIP No. 74835Y101
|
13D
|
Page 7 of 7 Pages
|
Schedule
A
EXECUTIVE OFFICERS AND
DIRECTORS
Inverlochy Consultadoria
& Serviços L.D.A.
|
NAME
|
ADDRESS
|
TITLE
|
CITIZENSHIP
|
|
Roberto
Carlos de
Castro
Abreu
|
Avenida
da República, 32, 4.º
Esquerdo,
1050-193 Lisboa, Portugal
|
Director
|
Portuguese
|
|
João
Josè de Freitas
Rodrigues
|
Avenida
da República, 32, 4.º
Esquerdo,
1050-193 Lisboa, Portugal
|
Director
|
Portuguese
|