8-K 1 d417193d8k.htm FORM 8-K Form 8-K












Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 21, 2012




(Exact Name of Registrant as Specified in Charter)




California   001-14758   33-0476164

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)

1300 Kellogg Drive, Suite D,

Anaheim, California

(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 8.01. Regulation FD Disclosure.

On September 21, 2012, Questcor Pharmaceuticals, Inc. (the “Company”) became aware of a U.S. government investigation involving the Company’s promotional practices. The Company intends to cooperate with the government in its investigation. Company representatives will not be able to provide any additional information on this matter, other than through potential public Regulation FD-compliant disclosures.

Forward Look Statements

Except for the historical information contained herein, this Form 8-K contains forward-looking statements that have been made pursuant to the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. These statements are only predictions. Actual events or results may differ materially. Factors that could cause or contribute to such differences include, but are not limited to, the following:



Our reliance on H.P. Acthar® Gel (repository corticotropin injection) (“Acthar”) for substantially all of our net sales and profits;



Our ability to comply with federal and state regulations, including regulations relating to pharmaceutical sales and marketing practices;



Regulatory changes or other policy actions by governmental authorities and other third parties in connection with U.S. health care reform or efforts to reduce federal and state government deficits;



Our ability to effectively manage our growth, including the expansion of our sales forces, and our reliance on key personnel; and



Other risks discussed in Questcor’s annual report on Form 10-K for the year ended December 31, 2011 as filed with the Securities and Exchange Commission, or SEC, on February 22, 2012, and other documents filed with the SEC.

The risk factors and other information contained in these documents should be considered in evaluating Questcor’s prospects and future financial performance. Questcor undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date of this Form 8-K.

In accordance with General Instruction B.2. of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


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: September 24, 2012     QUESTCOR PHARMACEUTICALS, INC.

/s/ Michael H. Mulroy

      Michael H. Mulroy
      Senior Vice President, Chief Financial Officer and General Counsel