Questcor Pharmaceuticals Inc - Current report filing (8-K)
March 05 2008 - 2:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): February 29, 2008
QUESTCOR PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
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California
(State or Other Jurisdiction
of Incorporation)
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001-14758
(Commission File Number)
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33-0476164
(I.R.S. Employer
Identification No.)
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3260 Whipple Road Union City, California
(Address of Principal Executive Offices)
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94587
(Zip Code)
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Registrant’s 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
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 29, 2008, the Board of Directors (the “Board”) of Questcor Pharmaceuticals, Inc.
(the “Company”), in an effort to streamline and modernize the Company’s Bylaws (the “Bylaws”)
amended and restated the Bylaws to, among other things, (1) allow directors to participate in
meetings telephonically, (2) grant the Board the explicit power to delegate the duties of an
officer in the case of that officer’s absence or inability to act, (3) streamline the Bylaws’
compensation provisions, (4) disallow the advancement of indemnification protection to the
Company’s agents where the Company has brought an action against that agent for alleged willful
misappropriation of corporate assets by such agent, wrongful disclosure of confidential
information, or any other willful and deliberate breach in bad faith of such agent’s duty to the
Company or its shareholders, (5) formalize the ability of certain holders to inspect the records of
the Company, (6) delete obsolete S-Corporation provisions, and (7) make other miscellaneous changes
to the Bylaws.
The foregoing description of the amendment to Questcor’s Bylaws is not exhaustive and is
qualified in its entirety by reference to the Amended and Restated Bylaws, which are attached
hereto as Exhibit 3.1 and incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
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Exhibit Number
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Description
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3.1
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Amended and Restated Bylaws of Questcor Pharmaceuticals,
Inc.
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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.
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Date: March 5, 2008
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QUESTCOR PHARMACEUTICALS, INC.
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By:
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/s/ George Stuart
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George Stuart
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Senior Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Amended and Restated Bylaws of Questcor Pharmaceuticals, Inc.
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