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EX-99.1 - EX-99.1 - QUESTCOR PHARMACEUTICALS INCd551969dex991.htm

 

 

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): June 8, 2013

 

 

QUESTCOR PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

California   001-14758   33-0476164

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1300 Kellogg Drive, Suite D, Anaheim, California   92807
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (714) 786-4200

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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.

On June 8, 2013 the Board of Directors (the “Board”) of Questcor Pharmaceuticals, Inc. (the “Company”) added Mr. Angus C. Russell to the Board.

As a non-employee director, Mr. Russell will receive an annual retainer of $55,000 for his service on the Board. The Company also (i) granted Mr. Russell an option to acquire 11,252 shares of the Company’s common stock at a per share price of $36.29, the closing price of the Company’s common stock on June 7, 2013, and (ii) awarded Mr. Russell 5,114 shares of restricted common stock. These equity awards are of the same type granted to the Board’s other non-employee directors on May 24, 2013. The stock option will vest in equal monthly installments over one year from the time of grant and the restricted stock will vest in full upon the earlier to occur of May 24, 2014 or the Company’s 2014 Annual Shareholders’ Meeting.

The Company will enter into its standard indemnification agreement with Mr. Russell, which provides for indemnification to the fullest extent permitted by the California General Corporation Law.

On June 10, 2013, the Company issued a press release announcing the appointment of Mr. Russell to the Board, which is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.

  

Description

99.1    Press Release issued on June 10, 2013.


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.

 

Date: June 11, 2013     QUESTCOR PHARMACEUTICALS, INC.
    By:  

/s/ Michael H. Mulroy

      Michael H. Mulroy
     

Senior Vice President, Chief Financial Officer, and

General Counsel


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Press Release issued on June 10, 2013.