-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IQm+b5P/GvVo7UIiUyjFGAKCxRPdwGZ+gJI7sq5XSaf0qsNbLO6OjJEzrOaGYJLN EkVrkbgobn/QVfDZ3bNKjg== 0001341004-08-002735.txt : 20081023 0001341004-08-002735.hdr.sgml : 20081023 20081023145351 ACCESSION NUMBER: 0001341004-08-002735 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081023 DATE AS OF CHANGE: 20081023 GROUP MEMBERS: INVERLOCHY CONSULTADORIA & SERVICOS L.D.A. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAVAZZA CLAUDIO CENTRAL INDEX KEY: 0001164803 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: VIA SUDAFRICA 20 CITY: ROME ITALY STATE: L6 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUESTCOR PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000891288 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330476164 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43062 FILM NUMBER: 081137201 BUSINESS ADDRESS: STREET 1: 3260 WHIPPLE ROAD CITY: UNION CITY STATE: CA ZIP: 94587-1217 BUSINESS PHONE: 5104000700 MAIL ADDRESS: STREET 1: 3260 WHIPPLE ROAD CITY: UNION CITY STATE: CA ZIP: 94587-1217 FORMER COMPANY: FORMER CONFORMED NAME: CYPROS PHARMACEUTICAL CORP DATE OF NAME CHANGE: 19930328 SC 13D/A 1 cavazza_sc13da.htm SC 13D/A cavazza_sc13da.htm
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§240.13d-2(a)
(Amendment No. 15)*


QUESTCOR PHARMACEUTICALS, INC.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
74835Y101
(CUSIP Number)
 
Joseph J. Giunta, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
(213) 687-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
October 21, 2008
(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-(1)(g), check the following box ¨.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

CUSIP No. 74835Y101
13D
Page 2 of 7 Pages
 
 
 
1
NAMES OF REPORTING PERSONS
 
Claudio Cavazza
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) x
(b) ¨
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Italy
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
981,781
 
8
SHARED VOTING POWER
2,901,445
 
 
9
SOLE DISPOSITIVE POWER
981,781
 
10
SHARED DISPOSITIVE POWER
2,901,445
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,883,226
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
¨
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.01%
 
   
14
TYPE OF REPORTING PERSON
 
IN
 
 

CUSIP No. 74835Y101
13D
Page 3 of 7 Pages
 
 
 
1
NAMES OF REPORTING PERSONS
 
Inverlochy Consultadoria & Servicos L.D.A.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) x
(b) ¨
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Portugal
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
2,901,445
 
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
2,901,445
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,901,445
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
¨
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
4.49%
 
       
14
TYPE OF REPORTING PERSON
 
CO
 
 

CUSIP No. 74835Y101
13D
Page 4 of 7 Pages

 
 
Amendment No. 15 to
Statement on Schedule 13D

This Amendment No. 15 (this “Amendment No. 15”) amends the Statement on Schedule 13D, filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2001, as amended (the “Schedule 13D”), relating to the shares of common stock, no par value (the “Common Stock”), of Questcor Pharmaceuticals, Inc., a California Corporation (“Questcor”).  Pursuant to Rule 13d-2 of Regulation 13D-G promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), this Amendment No. 15 is being filed on behalf of Mr. Claudio Cavazza (“Mr. C. Cavazza”) and Inverlochy Consultadoria & Servicos L.D.A., a Portuguese corporation (“Inverlochy” and, together with Mr. C. Cavazza, the “Reporting Persons”).  Previously the Reporting Persons affirmed membership in a “group” for purposes of Section 13(d) and 13(g) of the Act with Sigma Tau Finanziaria SpA, an Italian corporation (“Sigma Tau”), Defiante Farmaceutica L.D.A., a Portuguese corporation (“Defiante”) (formerly known as Defiante Farmaceutica Unipessoal L.D.A.), Sigma-Tau International S.A., a Luxembourg corporation (“Sigma Tau International”) (formerly known as Sigma-Tau Finance Holding S.A.), Aptafin S.p.A., an Italian corporation (“Aptafin”), Chaumiere - Consultadoria & Servicos SDC Unipessoal LDA, a Portuguese corporation (“Chaumiere”) and Mr. Paolo Cavazza (“Mr. P. Cavazza” and, together with Sigma Tau, Defiante, Sigma Tau International, Aptafin and Chaumiere, the “Former Group Members”).  Pursuant to Amendment No. 13 to the Schedule 13D, the Reporting Persons indicated that they are no longer members of a “group” with the Former Group Members.  As such, this Amendment No. 15 is filed solely with respect to the Reporting Persons’ beneficial ownership of Common Stock.

Item 5.     Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D is hereby amended as follows:
 
(a)      Percentage interest calculations for the Reporting Persons are based upon Questcor having 64,576,856 shares of Common Stock outstanding as of  September 3, 2008 (the “Outstanding Shares”), based on 66,376,856 shares of Common Stock outstanding as of August 13, 2008 as reported by Questcor in Questcors Quarterly Report on Form 10-Q filed with the SEC on August 13, 2008, less 1,800,000 shares repurchased pursuant to the transaction reported in Item 6 of Amendment No. 14 to the Schedule 13D.
 
Mr. C. Cavazza
 
Pursuant to Rule 13d-3 of the Act, Mr. C. Cavazza may be deemed to be the beneficial owner of 3,883,226 shares of Common Stock, which constitutes approximately 6.01% of the Outstanding Shares.
 
Inverlochy
 
Pursuant to Rule 13d-3 of the Act, Inverlochy may be deemed to be the beneficial owner of 2,901,445 shares of Common Stock, which constitutes approximately 4.49% of the Outstanding Shares.
 
(b)       Mr. C. Cavazza
 
The number of shares of Common Stock as to which Mr. C. Cavazza has the sole power to vote or direct the vote is 981,781.  The number of shares of Common Stock as to which Mr. C. Cavazza shares the power to vote or direct the vote is 2,901,445.  The number of shares of Common Stock as to which Mr. C. Cavazza has the sole power to dispose or direct the disposition is 981,781.  The number of shares of Common Stock as to which Mr. C. Cavazza shares the power to dispose or direct the disposition is 2,901,445.
 
Inverlochy
 
The number of shares of Common Stock as to which Inverlochy has the sole power to vote or direct the vote is zero.  The number of shares of Common Stock as to which Inverlochy shares the power to vote or direct the vote is 2,901,445.  The number of shares of Common Stock as to which
 

CUSIP No. 74835Y101
13D
Page 5 of 7 Pages

 
 
Inverlochy has the sole power to dispose or direct the disposition is zero.  The number of shares of Common Stock as to which Inverlochy shares the power to dispose or direct the disposition is 2,901,445.

(c)       The following table sets forth the transactions in the Common Stock effected by the Reporting Persons since the filing of Amendment No. 14 to the Schedule 13D:

Date
Party
Type of Transaction
Type of Security
Number of Shares
Price Per Share
10/21/2008
 
Mr. C. Cavazza
 
Sale
 
Common Stock
 
775,000
 
$7.65
 

 
Item 7.    Material to be Filed as Exhibits.
 
Item 7 of the Schedule 13D is hereby amended to add the following:
 
EXHIBIT 23 – Joint Filing Agreement dated December 21, 2006 by and between the Reporting Persons and the Former Group Members (incorporated by reference to Exhibit 7 to the Schedule 13D).
 
EXHIBIT 24 – Power of Attorney dated February 15, 2008 by Inverlochy Consultadoria & Servicos L.D.A.
 

CUSIP No. 74835Y101
13D
Page 6 of 7 Pages

 

Signatures
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to Claudio Cavazza is true, complete and correct.
 
Dated:  October 23, 2008
 
 
CLAUDIO CAVAZZA
     
     
    /s/ Claudio Cavazza
 
 

 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to Inverlochy Consultadoria & Servicos L.D.A. is true, complete and correct.
 
Dated:  October 23, 2008
 
 
INVERLOCHY CONSULTADORIA & SERVICOS L.D.A.
     
     
 
By:
/s/ Fabio Poma
 
   
Fabio Poma, Attorney-in-fact for Inverlochy
   
Consultadoria & Servicos L.D.A.

 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name of any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 

CUSIP No. 74835Y101
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Page 7 of 7 Pages

 
 
Schedule A
 
EXECUTIVE OFFICERS AND DIRECTORS
 
Inverlochy Consultadoria & Serviços L.D.A.
 
NAME
ADDRESS
TITLE
CITIZENSHIP
       
Roberto Carlos de
Castro Abreu
Avenida da República, 32, 4.º
Esquerdo, 1050-193 Lisboa, Portugal
Director
 
Portuguese
 
       
João Josè de Freitas
Rodrigues
Avenida da República, 32, 4.º
Esquerdo, 1050-193 Lisboa, Portugal
Director
 
Portuguese
 


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