SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B), (C), AND
(D)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2
(Amendment
No. )*
Questcor
Pharmaceuticals, Inc.
(Name
of
Issuer)
Common
Stock, no par value per share
(Title
of
Class of Securities)
74835Y101
(CUSIP
Number)
August
17, 2007
(Date
of
Event Which Requires Filing of This Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule
13d-1(b)
ý Rule
13d-1(c)
o Rule
13d-1(d)
*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 the
disclosures provided in a prior cover page.
The
information required in 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).
Page
1 of
8 Pages
|
CUSIP
No. 74835Y101
|
13G
|
Page
2 of 8 Pages
|
|||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TANG
CAPITAL PARTNERS, LP
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b) ý |
|||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||||
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|||
|
SHARES
BENEFICIALLY |
6
|
SHARED
VOTING POWER
3,466,830
|
|||
|
OWNED
BY
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
3,466,830
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,466,830
|
||||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
||||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
|
||||
|
12
|
TYPE
OF REPORTING PERSON
PN
|
||||
Page
2 of
8 Pages
|
CUSIP
No. 74835Y101
|
13G
|
Page
3 of 8 Pages
|
|||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TANG
CAPITAL MANAGEMENT, LLC
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
ý
|
|||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||||
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|||
|
SHARES
BENEFICIALLY |
6
|
SHARED
VOTING POWER
3,466,830
|
|||
|
OWNED
BY
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
3,466,830
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,466,830
|
||||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
||||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
|
||||
|
12
|
TYPE
OF REPORTING PERSON
OO
|
||||
Page
3 of
8 Pages
|
CUSIP
No. 74835Y101
|
13G
|
Page
4 of 8 Pages
|
|||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KEVIN
C. TANG
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
ý
|
|||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
||||
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|||
|
SHARES
BENEFICIALLY |
6
|
SHARED
VOTING POWER
3,466,830
|
|||
|
OWNED
BY
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
3,466,830
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,466,830
|
||||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
||||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
|
||||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||||
Page
4 of
8 Pages
| Item 1(a). | Name of Issuer: |
| Questcor Pharmaceuticals, Inc., a California corporation (the “Issuer”) | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| 3260 Whipple Road, Union City, CA 94587-1217 | |
| Item 2(a). | Name of Person Filing: |
| This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin C. Tang, the manager of Tang Capital Management. | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
| 4401 Eastgate Mall, San Diego, CA 92121 | |
| Item 2(c). | Citizenship: |
|
Tang
Capital Partners is a Delaware limited partnership. Tang Capital
Management is a Delaware limited liability company. Mr. Tang is
a United
States citizen.
|
|
| Item 2(d). | Title of Class of Securities: |
| Common Stock, no par value per share (the “Common Stock”) | |
| Item 2(e). | CUSIP Number: 74835Y101 |
| Item 3. | Not applicable. | |
| Item 4. | Ownership. | |
|
|
(a) | Amount Beneficially Owned: |
| Tang Capital Partners. Tang Capital Partners is the record and beneficial owner of 3,466,830 shares of Common Stock. Tang Capital Partners shares voting and dispositive power over such shares with Tang Capital Management and Kevin C. Tang. | ||
| Tang Capital Management. Tang Capital Management, as the general partner of Tang Capital Partners, may be deemed to beneficially own the 3,466,830 shares held of record by Tang Capital Partners. Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners and Kevin C. Tang. | ||
| Kevin C. Tang. Kevin C. Tang, as manager of Tang Capital Management, may be deemed to beneficially own the 3,466,830 shares held of record by Tang Capital Partners. Mr. Tang shares voting and dispositive power over such shares with Tang Capital Partners and Tang Capital Management. | ||
| Mr. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein. | ||
Page
5 of
8 Pages
|
|
(b) | Percent of Class: | ||
| Tang Capital Partners | 5.0% | |||
| Tang Capital Management | 5.0% | |||
| Kevin C. Tang | 5.0% | |||
|
|
(c) | Number of shares as to which such person has: | ||
| (i) | sole power to vote or to direct the vote: | |||
| Tang Capital Partners | 0 shares | |||
| Tang Capital Management | 0 shares | |||
| Kevin C. Tang | 0 shares | |||
| (ii) | shared power to vote or to direct the vote: | |||
| Tang Capital Partners | 3,466,830 shares | |||
| Tang Capital Management | 3,466,830 shares | |||
| Kevin C. Tang | 3,466,830 shares | |||
| (iii) | sole power to dispose or to direct the disposition of: | |||
| Tang Capital Partners | 0 shares | |||
| Tang Capital Management | 0 shares | |||
| Kevin C. Tang | 0 shares | |||
| (iv) | shared power to dispose or to direct the disposition of: | |||
| Tang Capital Partners | 3,466,830 shares | |||
| Tang Capital Management | 3,466,830 shares | |||
| Kevin C. Tang | 3,466,830 shares | |||
| Item 5. | Ownership of Five Percent or Less of a Class. | |||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨ | ||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||
| Not applicable | ||||
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on by the Parent Holding Company.
|
|||
| Not applicable. | ||||
| Item 8. | Identification and Classification of Members of the Group. | |||
| Not applicable. | ||||
| Item 9. | Notice of Dissolution of Group. | |||
| Not applicable. | ||||
Page
6 of
8 Pages
| Item 10. | Certification. | |||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||
Page
7 of
8 Pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: August
27,
2007
TANG
CAPITAL PARTNERS, LP
By: Tang
Capital Management, LLC, its General Partner
By: /s/
Kevin C.
Tang
Kevin
C. Tang, Manager
TANG
CAPITAL MANAGEMENT, LLC
By: /s/
Kevin C.
Tang
Kevin
C. Tang, Manager
/s/
Kevin C.
Tang
Kevin
C.
Tang
Page 8
of 8 Pages
Exhibit 99.1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, the undersigned agree to the joint filing of a Statement on
Schedule 13G (including any and all amendments thereto) with respect to the
Common Stock, no par value per share, of Questcor Pharmaceuticals, Inc. and
further agree to the filing of this agreement as an exhibit
thereto. In addition, each party to this Agreement expressly
authorizes each other party to this Agreement to file on its behalf any and
all
amendments to such Statement on Schedule 13G.
|
|
|
|
|
|
|
Date:
August 27, 2007
|
TANG
CAPITAL PARTNERS, LP,
|
|
||
|
|
By:
|
Tang
Capital Management, LLC
|
|
|
|
|
Its:
|
General
Partner
|
|
|
|
|
|
|
||
|
|
By:
|
/s/
Kevin C. Tang
|
|
|
|
|
|
Name:
|
Kevin
C. Tang
|
|
|
|
|
Title:
|
Manager
|
|
|
|
||||
|
|
TANG
CAPITAL MANAGEMENT, LLC
|
|
||
|
|
By:
|
/s/
Kevin C. Tang
|
|
|
|
|
|
Name:
|
Kevin
C. Tang
|
|
|
|
|
Title:
|
Manager
|
|
|
|
|
|
||
|
|
/s/
Kevin C. Tang
|
|
||
|
|
Name:
|
Kevin
C. Tang
|
|
|