SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 2009
QUESTCOR PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction
||(Commission File Number)
|3260 Whipple Road Union City, California
|(Address of Principal Executive Offices)
Registrants 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
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))
TABLE OF CONTENTS
||Entry into a Material Definitive Agreement
On October 22, 2009, Questcor Pharmaceuticals,
Inc. (the Company) announced that Dr. David Young,
Pharm.D., Ph.D., has
been appointed to the newly created position of Chief Scientific Officer. Dr. Young
is expected to commence employment with the Company on October 30, 2009 (the Start Date).
Pursuant to the terms of an offer letter made by the Company (the Offer Letter),
Dr. Young will be paid an annual base salary of $408,000. In
addition to his base salary, Dr. Young can earn a
performance-based incentive bonus
of up to 60% of his earned base compensation during each calendar year, commencing in 2010. The
Board also granted Dr. Young an option to purchase 350,000 shares of common stock of the Company at
an exercise price which will equal the Companys closing stock price on the Start Date. The
options vest monthly over 48 months from the Start Date, subject to a one year cliff, whereby no
options vest until the first anniversary of the Start Date. The options expire ten years following
the Start Date.
The Company and Dr. Young are party to a Severance Agreement (the 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 Dr. Young 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 Dr. Young for good reason.
preceding discussion of the material terms of Dr. Youngs
Offer Letter and Severance Agreement is qualified in its entirety by
reference to the entire texts of the Offer Letter and
Severance Agreement, filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and
incorporated herein by this reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On October 20, 2009, Dr. Young
resigned from the Companys Board of Directors, effective on the Start Date. Dr. Youngs resignation was made in connection
with his being appointed as an executive officer of the Company.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by
A copy of the press release announcing the resignation of Dr. Young from the Board is filed as
Exhibit 99.1 hereto and incorporated by reference herein.