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): February 26, 2009
QUESTCOR PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
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| 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):
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Determination of 2008 Cash Bonuses for Executive Officers
On February 26, 2009, the Board of Directors (the “Board”) of Questcor Pharmaceuticals, Inc. (the “Company”), based on the recommendation of the Board’s Compensation Committee (the “Compensation Committee”), approved the 2008 cash bonuses for the Company’s executive officers. The 2008 cash bonuses were determined based on the executive officer’s level of satisfaction of the management performance objectives established and tailored for such executive officer by the Compensation Committee for the Company’s 2008 fiscal year. The table below sets forth the cash bonuses for the following executive officers:
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| | | | | 2008 Cash |
| Name | | Title | | Bonus |
| Don M. Bailey | | President and Chief Executive Officer | | $ | 429,188 | |
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| Stephen L. Cartt | | Executive Vice President, Corporate Development | | $ | 252,500 | |
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| David J. Medeiros | | Senior Vice President, Pharmaceutical Operations | | $ | 171,250 | |
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Gary M. Sawka(1) | | Senior Vice President, Finance and Chief Financial Officer | | $ | 31,933 | |
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| (1) | | Mr. Sawka commenced employment with the Company on September 10, 2008. |
Grant of Options to Executive Officers
On February 26, 2009, the Board, based on the recommendation of the Compensation Committee, approved the grant of options to purchase the Company’s common stock to the Company’s executive officers under the Company’s 2006 Equity Incentive Plan. The table below sets forth the stock option grants approved by the Board:
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| | | | | Shares | |
| | | | | Subject to | |
| Name | | Title | | Option | |
| Don M. Bailey | | President and Chief Executive Officer | | | 220,000 | |
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| Stephen L. Cartt | | Executive Vice President, Corporate Development | | | 100,000 | |
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| Steven Halladay, Ph.D. | | Senior Vice President, Clinical and Regulatory Affairs | | | 40,000 | |
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| David J. Medeiros | | Senior Vice President, Pharmaceutical Operations | | | 70,000 | |
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Gary M. Sawka(1) | | Senior Vice President, Finance and Chief Financial Officer | | | 10,000 | |
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| (1) | | Mr. Sawka commenced employment with the Company on September 10, 2008. |
Determination of 2009 Base Salaries
On February 26, 2009, the Board, based on the recommendation of the Compensation Committee, approved the 2009 base salaries for the Company’s executive officers.
The table below sets forth the 2009 base salary levels for the following executive officers:
| | | | | | | |
| | | | | 2009 |
| Name | | Title | | Salary |
| Don M. Bailey | | President and Chief Executive Officer | | $ | 546,000 | |
| | | | | | | |
| Stephen L. Cartt | | Executive Vice President, Corporate Development | | $ | 364,000 | |
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| Steven Halladay, Ph.D. | | Senior Vice President, Clinical and Regulatory Affairs | | $ | 303,850 | |
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| David J. Medeiros | | Senior Vice President, Pharmaceutical Operations | | $ | 338,000 | |
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| Gary M. Sawka | | Senior Vice President, Finance and Chief Financial Officer | | $ | 260,000 | |
Determination of 2009 Cash Bonus Target Levels for Executive Officers
On February 26, 2009, the Board, based on the recommendation of the Compensation Committee, approved the 2009 cash bonus target levels for the Company’s executive officers. The actual amount of cash bonuses that may be awarded remains subject to the discretion of the Board. The table below sets forth the 2009 target bonus percentages for the following executive officers:
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| Name | | Title | | 2009
Bonus
Targets(1) | |
| Don M. Bailey | | President and Chief Executive Officer | | | 65 | % |
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| Stephen L. Cartt | | Executive Vice President, Corporate Development | | | 55 | % |
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| Steven Halladay, Ph.D. | | Senior Vice President, Clinical and Regulatory Affairs | | | 45 | % |
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| David J. Medeiros | | Senior Vice President, Pharmaceutical Operations | | | 45 | % |
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| Gary M. Sawka | | Senior Vice President, Finance and Chief Financial Officer | | | 45 | % |
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| (1) | | Targets are expressed as a percentage of the officer’s 2009 base salary. |
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.
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| Date: March 3, 2009 | QUESTCOR PHARMACEUTICALS, INC.
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| | By: | /s/ Gary M. Sawka | |
| | | Gary M. Sawka | |
| | | Senior Vice President, Finance, and Chief Financial Officer | |
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