UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
QUESTCOR PHARMACEUTICALS INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
232808105
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(CUSIP Number)
John P. Mitchell, Esq.
Cahill Gordon & Reindel
80 Pine Street,
New York, NY 10005
(212) 701-3000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 15, 2002
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(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 ss.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).
SCHEDULE 13D
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CUSIP No. 232808105
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sigma-Tau Finanziaria SpA
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES
-------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 10,197,913
EACH
REPORTING
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PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
10,197,913
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,197,913
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.33%
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14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
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CUSIP No. 232808105
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Defiante Farmaceutica Unipessoal L.D.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Portugal
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,025,316
EACH
REPORTING
-------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,025,316
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,025,316
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.03%
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14 TYPE OF REPORTING PERSON
CO
Item 1. Security and Issuer.
The class of equity securities to which this statement on Schedule 13D
(this "Statement") relates is the common stock, no par value (the "Common
Stock"), of Questcor Pharmaceuticals Inc., a California corporation
("Questcor"). The principal executive offices of Questcor are located at 3620
Whipple Road, Union City, California, 94587.
Item 2. Identity and Background.
This Statement is being filed jointly on behalf of Sigma-Tau Finanziaria
SpA, an Italian corporation ("Sigma Tau") and Defiante Farmaceutica Unipessoal
L.D.A., a Portuguese corporation (Defiante", and together with Sigma Tau, the
"Reporting Parties"). Sigma Tau owns 100% of the capital stock of Defiante.
The business address of Sigma Tau is Via Sudafrica, 20, 00144 Rome, Italy.
The principal business of Sigma Tau is as a parent holding company whose
principal assets consists of the common stock of it's subsidiaries which form a
fully integrated pharmaceutical company operating in Europe, the United States
and Africa.
The business address of Defiante is Rua dos Ferreiros, 260 Funchal-Madeira,
Portogallo 9000-082. Defiante is a commercial pharmaceutical company.
The name, address, principal occupation or employment and citizenship of
each of the executive officers and directors of Sigma-Tau and Defiante are set
forth in Schedule A hereto. Neither the Reporting Parties nor any of the persons
listed on Schedule A has been, during the last five years, (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On March 15, 2002, Questcor and Defiante entered into a Securities Purchase
Agreement (the "Agreement"). Pursuant to the Agreement, Questcor issued to
Defiante an 8% Convertible Debenture in the principal sum of $2,000,000 (the
"Debenture") and a Warrant to purchase 759,493 shares of Common Stock (the
"Warrant", and together with the Debenture, the "Securities") in exchange for
$2,000,000. The Debenture is convertible at any time prior to maturity into
shares of Common Stock at a conversion price of $1.58. As of March 15, 2002 the
Debenture was convertible into 1,265,822 shares of Common Stock. At Questcor's
option, they may repay the Debenture at maturity by delivering freely tradeable,
registered shares of Common Stock to Defiante. The funds necessary to purchase
the Securities were obtained from the from working capital of Defiante.
Item 4. Purpose of the Transaction.
The purpose of the transactions was to acquire an equity investment
interest in the Issuer.
None of the Reporting Parties has any present plans or proposals which
relate to or would result in any transaction, change or event specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of Questcor.
The number of Common Shares as to which Sigma Tau has the sole power to
vote or direct the vote is zero. The number of Common Shares as to which Sigma
Tau shares the power to vote or direct the vote is 10,197,913. The number of
Common Shares as to which Sigma Tau has the sole power to dispose or direct the
disposition is zero. The number of Common Shares as to which Sigma Tau shares
the power to dispose or direct the disposition is 10,197,913.
The number of Common Shares as to which Defiante has the sole power to vote
or direct the vote is zero. The number of Common Shares as to which Defiante
shares the power to vote or direct the vote is 2,025,316. The number of Common
Shares as to which Defiante has the sole power to dispose or direct the
disposition is zero. The number of Common Shares as to which Defiante shares the
power to dispose or direct the disposition is 2,025,316.
Except as set forth above, none of the Reporting Parties nor any of the persons
listed on Schedule A beneficially owns any other shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of Questcor.
Pursuant to the Agreement Questcor and Defiante entered into a Registration
Rights Agreement dated March 15, 2002. Questcor has agreed to file a
registration statement covering the resale of not less than 2,025,316 shares of
Common Stock issuable upon (i) the conversion of the Debenture and (ii) exercise
of the Warrant for an offering to made on a continuous basis pursuant to Rule
415. The Company is obligated to pay all expenses incurred in connection with
such registration. The Company has agreed to indemnify Defiante and related
persons against certain liabilities under the securities laws in connection with
the sale of securities under such registrations.
Except as set forth in this Statement, to the best knowledge of the
Reporting Parties there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of Questcor,
including but not limited to, transfer or voting of any of the securities of
Questcor, finders fees, joint ventures, loan or options arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, or a pledge or contingency the occurrence of which would
give another person voting power over the securities of Questcor.
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement dated March 25, 2002 by and between the Reporting
Parties.
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
Sigma-Tau Finanziaria SpA is true, complete and correct.
Dated: March 25, 2002
Sigma-Tau Finanziaria SpA
By: /s/ Piero Belletti
-------------------------------------------------
Name: Piero Belletti
Title: Director
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
Defiante Farmaceutica Unipessoal L.D.A. is true, complete and correct.
Dated: March 25, 2002
DEFIANTE FARMACEUTICA UNIPESSOAL L.D.A.
By: /s/ Raffaele Sanguigni
---------------------------------------------------
Name: Raffaele Sanguigni
Title: Director
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 and 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)
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Questcor Pharmaceuticals, Inc. dated as of March
25, 2002 is, and any amendments thereto signed by each of the undersigned shall
be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
Dated: March 25, 2002
SIGMA TAU FINANZIARIA SPA
By: /s/ Piero Belletti
---------------------------------
Name: Piero Belletti
Title: Director
DEFIANTE FARMACEUTICA UNIPESSOAL L.D.A.A
Dated: March 25, 2002
By: /s/ Raffaele Sanguigni
---------------------------------
Name: Raffaele Sanguigni
Title: Director
Schedule A
EXECUTIVE OFFICERS AND DIRECTORS
Sigma-Tau Finanziaria SpA
NAME ADDRESS TITLE CITIZENSHIP
---- ------- ----- -----------
Claudio Cavazza via Sudafrica,20, President Italian
Rome Italy-00144
Paolo Cavazza via Sudafrica,20, Vice President and Italian
Rome Italy-00144 Managing Director
Mario Artali via Sudafrica,20, Managing Italian
Rome Italy-00144 Director
Antonio Nicolai via Sudafrica,20, Director Italian
Rome Italy-00144
Vittorio Ripa di Meana via Sudafrica,20, Director Italian
Rome Italy-00144
Mauro Bove via Sudafrica,20, Director Italian
Rome Italy-00144
Piero Belletti via Sudafrica,20, Director Italian
Rome Italy-00144
Defiante Farmaceutica Unipessoal L.D.A.
NAME ADDRESS TITLE CITIZENSHIP
---- ------- ----- -----------
Antonio Nicolai via Sudafrica,20, Director Italian
Rome Italy-00144
Raffaele Sanguigni Rua dos Ferreiros, 260 - Funchal - Madeira Director Italian
- Portugal 9000-082
Antonio Guilherme Rodrigues Frutuoso de Rua dos Ferreiros, 260 - Funchal - Madeira Director Portuguese
Melo - Portugal 9000-082
Pedro Moreira da Cruz Quintas Rua dos Ferreiros, 260 - Funchal - Madeira Director Portuguese
- Portugal 9000-082
Carla Emanuel Arruda Jardim Fernandes Rua dos Ferreiros, 260 - Funchal - Madeira Director Portuguese
- Portugal 9000-082