UNITED STATES
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

Date of Report (Date of earliest event reported): September 10, 2008

QUESTCOR PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

California (State or Other Jurisdiction of Incorporation)		001-14758 (Commission File Number)		33-0476164 (I.R.S. Employer Identification No.)
3260 Whipple Road Union City, California (Address of Principal Executive Offices)				94587 (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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

     On September 10, 2008, Questcor Pharmaceuticals, Inc. (the “Company”) appointed Gary M. Sawka, age 62, as the Company’s Senior Vice President of Finance and Chief Financial Officer.

      From February 2007 to April 2008, Mr. Sawka served as Chief Financial Officer and Designated Responsible Individual for Tripath Technology, Inc., a former Nasdaq-listed fabless semiconductor company, during its Chapter 11 reorganization. From August 2006 to February 2007, he served as a consulting Chief Financial Officer to Tripath Technology, Inc. From 2002 to 2006, Mr. Sawka worked as a financial consultant for several Nasdaq-listed companies. From 2000 to 2001, he served as Executive Vice President and Chief Financial Officer of ePlanning Securities, Inc., a national, representative-owned, independent FINRA Broker/Dealer. From 1984 to 2000, Mr. Sawka served as Vice President and Chief Financial Officer of Tvia, Inc. (OTC: TVIA.PK), a fabless semiconductor company, PrimeSource Corporation, an international container leasing company, and Itel Containers International Corp, an international container leasing company specializing in high service leases.

      Mr. Sawka is a member of the board of directors and the audit, compensation and nominating and corporate governance committees of CAI International, Inc. (NYSE:CAP), an international container leasing and management company.

     Upon his appointment as Senior Vice President of Finance and Chief Financial Officer, Mr. Sawka will be paid an annual base salary of $260,000. In addition to his base salary, Mr. Sawka can earn an incentive bonus of up to 40% of his earned base compensation based on the attainment of specific milestones during each calendar year. Mr. Sawka also was granted an option to purchase 130,000 shares of common stock of the Company at an exercise price of $5.49 per share, the Company’s closing stock price on the trading date immediately preceding the grant date. The options vest monthly over 48 months from the date of grant, subject to a one year cliff, whereby no options vest until the first anniversary of the date of grant. The options expire ten years following the date of grant.

     The Company and Mr. Sawka are party to a Severance Agreement that would provide certain benefits upon a change in control of the Company. The agreement provides that in the event a change in control of the Company occurs and his employment with the Company is involuntarily terminated, either by the Company other than for cause or by Mr. Sawka for good reason, within the 12 month period commencing on the date of such change in control, one-hundred percent of his unvested stock options or restricted shares under any plan of the Company that are then outstanding shall become vested and exercisable immediately on the date of the involuntary termination. The agreement also provides severance compensation outside of the change of control context, totaling six months of base salary during the first three years of employment or twelve months of base salary after the first three years of employment in the event his employment is terminated either by the Company other than for cause or by Mr. Sawka for good reason.

Item 7.01. Regulation FD Disclosure.

     On September 11, 2008, the Company issued a press release announcing the appointment of Mr. Sawka as Senior Vice President of Finance and Chief Financial Officer 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.

Exhibit No.		Exhibit Description
99.1		Press release issued by Questcor Pharmaceuticals, Inc., dated as of September 11, 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.

EXHIBIT INDEX

Exhibit No.		Exhibit Description
99.1		Press release issued by Questcor Pharmaceuticals, Inc., dated as of September 11, 2008.

Exhibit 99.1

GARY SAWKA APPOINTED CFO OF QUESTCOR PHARMACEUTICALS

Union City, CA — September 11, 2008 — Questcor Pharmaceuticals, Inc. (NASDAQ:QCOR) announced today that Gary M. Sawka, 62, has been appointed Senior Vice President of Finance and Chief Financial Officer. Mr. Sawka succeeds George Stuart, 45, who, as previously announced in August, is transitioning from the Company due to family reasons. Mr. Sawka brings 20 years of CFO experience to Questcor and was most recently Chief Financial Officer of Tripath Technology, Inc.

“Gary Sawka is a seasoned, experienced executive who brings a wealth of public company and financial management experience to Questcor,” said Don M. Bailey, President and CEO. “Throughout his distinguished career, Gary has been a leader in financial management, corporate development and corporate governance. Our executive team looks forward to benefiting from his broad-based background and participation in our efforts to generate additional shareholder value,” added Mr. Bailey.

“We also want to thank George Stuart for his significant contributions during the past three years and his willingness to remain with our company on a part-time basis to ensure a smooth transition,” noted Mr. Bailey.

During his distinguished career, Mr. Sawka has served as the Chief Financial Officer of Tripath Technology, Inc., ePlanning Securities, TVIA, Inc., PRIMESOURCE Corporation and ITEL Container Corporation. In addition, he has served as interim CFO for a variety of public and private companies and is a member of the Board of Directors and audit committee of CAI International, Inc. (NYSE:CAI). Mr. Sawka holds a Bachelor of Science degree from the University of Southern California and an MBA from Harvard University.

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
510-400-0776
dbailey@Questcor.com

EVC Group, Inc.
Investors Doug Sherk 415-896-6820 Dahlia Bailey 415-896-5862		Media Steve DiMattia 646-201-5447