UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 13, 2008
QUESTCOR PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
| California | 001-14758 | 33-0476164 | ||
| (State or Other Jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of Incorporation) | Identification No.) | |||
| 3260 Whipple Road Union City, California | 94587 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s 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)) |
Item 1.01. Entry into a Material Definitive Agreement.
On August 13, 2008, Questcor Pharmaceuticals, Inc. (the “Company”) and Chaumiere Consultadoria
& Servicos SDC Unipessoal L.D.A., a corporation organized under the laws of Portugal and owned by
Paolo Cavazza (“Chaumiere”) entered into a Stock Purchase Agreement (the “Agreement”) pursuant to
which the Company purchased 2,200,000 shares (the “Shares”) of the Company’s Common Stock owned by
Chaumiere for an aggregate cash purchase price of $10,890,000, or $4.95 per share.
The preceding discussion of the material terms of the Agreement is qualified in its entirety
by reference to the entire text of the Agreement, filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated herein by this reference.
Item 7.01. Regulation FD Disclosure.
On August 13, 2008, the Company issued a press release announcing the Stock Purchase Agreement
with Chaumiere, 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.
| Exhibit No. | Exhibit Description | |
10.1
|
Stock Purchase Agreement, by and between Questcor Pharmaceuticals, Inc. and Chaumiere Consultadoria & Servicos SDC Unipessoal L.D.A., dated August 13, 2008. | |
99.1
|
Questcor Pharmaceuticals, Inc. Press Release dated August 13, 2008. |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 19, 2008 | QUESTCOR PHARMACEUTICALS, INC. |
|||
| By: | /s/ George Stuart | |||
| George Stuart | ||||
| Senior Vice President, Finance, and Chief Financial Officer |
||||
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |
10.1
|
Stock Purchase Agreement, by and between Questcor Pharmaceuticals, Inc. and Chaumiere Consultadoria & Servicos SDC Unipessoal L.D.A., dated August 13, 2008. | |
99.1
|
Questcor Pharmaceuticals, Inc. Press Release dated August 13, 2008. |
Exhibit 10.1
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.
2
(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]
3
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written
above.
“COMPANY”
QUESTCOR PHARMACEUTICALS, INC.
a California corporation
a California corporation
President and Chief Executive Officer
CHAUMIERE CONSULTADORIA & SERVICOS
SDC UNIPESSOAL L.D.A.
SDC UNIPESSOAL L.D.A.
Title:
Exhibit 99.1
Questcor Repurchases 2.2 Million Common Shares from Chaumiere
Consultadoria & Servicos SDC Unipessoal L.D.A.
Consultadoria & Servicos SDC Unipessoal L.D.A.
Union City, CA – August 13, 2008 — Questcor Pharmaceuticals, Inc. (NasdaqCM: QCOR) today announced
that it has repurchased 2.2 million of its common shares from Chaumiere Consultadoria & Servicos
SDC Unipessoal L.D.A. The total purchase price was $10.9 million or $4.95 per common share. The
privately negotiated transaction was made outside of Questcor’s previously announced stock
repurchase program, which remains in effect.
“We have been long term holders of Questcor’s common stock, and with the stock at its current
price, we wanted to lock in some profit,” said Paolo Cavazza, Owner of Chaumiere Consultadoria &
Servicos. “We are fully satisfied with this investment, and happy to carry on with our remaining
investment as we are excited about Questcor’s future.”
Questcor’s President and CEO Don Bailey commented, “The announcement today of the closing of this
privately negotiated stock repurchase, as well as the continuation of our previously announced
repurchase program, reflects the Board of Directors’ continued confidence in the Company and its
commitment to enhancing stockholder value. During 2008 Questcor has repurchased 5.5 million common
shares and all of our Series A preferred shares for approximately $36 million.”
After distributing this $10.9 million, Questcor’s total cash, cash equivalents and short-term
investments were approximately $46 million.
About Questcor
Questcor Pharmaceuticals, Inc. is a pharmaceutical company that markets two commercial products,
H.P. Acthar® Gel (“Acthar”) and Doral®. 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 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 Questcor’s results to differ from those reported herein. Factors
that may cause such differences include, but are not limited to,
Questcor’s ability to
continue to
successfully implement its strategy and business model for Acthar, the introduction of competitive
products, regulatory changes including possible outcomes relating to a recent Congressional hearing
regarding orphan drug pricing, Questcor’s ability to accurately forecast the demand for its
products, the gross margin achieved from the sale of its products, Questcor’s ability to enforce
its product returns policy,
Questcor’s 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 Questcor’s
estimates, the sell-through by Questcor’s distributors, the expenses and other cash needs for
upcoming periods, the inventories carried by Questcor’s distributors, specialty pharmacies and
hospitals, volatility in Questcor’s monthly and quarterly Acthar shipments and end-user demand,
Questcor’s ability to obtain finished goods from its sole source contract manufacturers on a timely
basis if at all, Questcor’s ability to attract and retain key management personnel, Questcor’s
ability to utilize its net operating loss carry forwards to reduce income taxes on taxable income,
research and development risks, uncertainties regarding Questcor’s intellectual property and the
uncertainty of receiving required regulatory approvals in a timely way, or at all, other research
and development risks, as well as the risks discussed in Questcor’s annual report on Form 10-K for
the year ended December 31, 2007 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 Questcor’s 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
Questcor Pharmaceuticals, Inc.
Don Bailey
Steve Cartt
510-400-0700
IR2@Questcor.com
EVC Group, Inc. |
||
Investors
|
Media | |
Doug Sherk
|
Steve DiMattia | |
415-896-6820
|
646-201-5447 | |
Dahlia Bailey |
||
415-896-6820 |
2