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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): MARCH 29, 2001
QUESTCOR PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 0-20772 33-0476164
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)
26118 RESEARCH ROAD, HAYWARD, CALIFORNIA 94545
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (510) 732-5551
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This Current Report on Form 8-K is filed by Questcor Pharmaceuticals, Inc.,
a California corporation (the "Company"), in connection with the matters
described herein.
ITEM 5. OTHER EVENTS.
On March 29, 2001 the Company entered into a binding Letter Agreement with
Sigma-Tau Finanziaria S.p.A. ("Sigma-Tau") relating to the purchase by Sigma-Tau
of Company common stock and the purchase by Sigma-Tau of a warrant to acquire
additional Company common stock. Pursuant to the Letter Agreement, the Company
will issue and sell to Sigma-Tau an aggregate of 2,873,563 shares of Company
common stock. The purchase price will be $0.522 per share, for an aggregate
purchase price of $1,499,999.80.
The Company will also sell a warrant to Sigma-Tau to purchase an additional
2,873,563 shares of the Company's common stock. The purchase price of such
warrant will be $100,000. The shares of common stock issuable upon the exercise
of the warrant will have an exercise price equal to $0.522 per share and will be
exercisable from the date the warrant is issued until the close of business on
September 29, 2001. The $100,000 to be paid by Sigma-Tau for the warrant will be
non-refundable.In the event that Sigma-Tau elects not to exercise the warrant in
full on or before the close of business on September 29, 2001 (the "Expiration
Date"), the Company will have no obligation to return any such portion of the
$100,000 paid for the warrant. In the event that Sigma-Tau exercises the warrant
in full, on or before the Expiration Date, the $100,000 paid for the warrant
will be credited toward the purchase of the aggregate of 2,873,563 shares of
Company common stock under the warrant. The Company and Sigma-Tau have agreed
that the warrant will not be exercisable to the extent that, after such
exercise, Sigma-Tau would hold more than 19.9% of the outstanding shares of
Company common stock.
The transaction contemplated by the Letter Agreement will be memorialized
in a stock and warrant purchase agreement and a warrant that is reasonably
satisfactory to the Company and Sigma-Tau. The closing of the purchase and sale
of the shares and warrant will be held on April 5, 2001, or at such time (the
"Closing Date") as shall be agreed upon by the Company and Sigma-Tau and will
occur at the offices of the Company, 26118 Research Road, Hayward, CA 94545. On
or prior to the Closing Date, Sigma-Tau will deliver to Company $1,599,999.80,
which represents the aggregate purchase price of $1,499,999.80 for the purchase
of the shares plus the aggregate purchase price of $100,000 for the purchase of
the warrant.
The Letter Agreement also contemplates that the Company and Sigma-Tau may
engage in a near-term strategic or collaboration transaction. To further this
objective, the Company and Sigma-Tau have agreed to a so-called "Exclusivity
Period" for a period of twenty business days from the date of the Letter
Agreement, whereby in order to facilitate Sigma-Tau's review of the affairs of
the Company, the Company has agreed to refrain from engaging in certain
activities, including: entering into any sale or disposition of any significant
portion of its assets or stock with any other pharmaceutical, biotechnology or
health care company; merging or consolidating with any other pharmaceutical,
biotechnology or health care company; issuing or transferring any securities to
any other pharmaceutical, biotechnology or health care company except in the
ordinary course of business; entering into any transaction with any other
pharmaceutical, biotechnology or health care company except in the ordinary
course of business; and, encouraging, soliciting or negotiating any transaction
with any other pharmaceutical, biotechnology or health care company, provided,
however, nothing contained in the Letter Agreement shall preclude or limit the
Board of Directors of the Company from discharging its fiduciary
responsibilities as directors in response to any unsolicited inquiry or offer
from any pharmaceutical, biotechnology or health care company, other than
Sigma-Tau.
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ITEM 7. EXHIBITS.
(c) Exhibits.
Exhibit
Number Description of Exhibit
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99.1 Press Release dated April 4, 2001
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 4, 2001 QUESTCOR PHARMACEUTICALS, Inc.
By: /s/ HANS P. SCHMID
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Hans P. Schmid
Vice President Finance and
Administration, Chief Financial
Officer
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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99.1 Press Release dated April 4, 2001
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