##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM S-8
REGISTRATION STATEMENT
 Under
The Securities Act of 1933
 
 QUESTCOR PHARMACEUTICALS, INC.
 (Exact name of Registrant as specified in its charter)
 
 California
    
    Questcor Pharmaceuticals, Inc.
    
    33-0476164(State or other jurisdiction of 
incorporation or organization)
    
    3260 Whipple Road
Union City, California 94587
    
    (I.R.S. Employer
Identification Number)
 (Address, including zip code, and telephone number, including area code, of Registrants principal
executive offices)
 
 2003 EMPLOYEE STOCK PURCHASE PLAN
 (Full title of the plan)
 
 George Stuart
Senior Vice-President, Finance and Chief Financial Officer
Questcor Pharmaceuticals, Inc.
3260 Whipple Road
Union City, CA 94587
(510) 400-0700
 (Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 Copy to:  Michael H. Mulroy
Stradling Yocca Carlson & Rauth
a Professional Corporation
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660
(949) 725-4000
 
  Proposed Maximum
    
    
    Proposed Maximum
    
    
    Amount ofTitle of Securities to
    
    
    Amount to be
    
    
    Offering Price
    
    
    Aggregate
    
    
    Registrationbe Registered
    
    
    Registered (1)
    
    
    Per Share (2)
    
    
    Offering Price
    
    
    FeeCommon Stock, no par value(3)
    
    
    500,000 shares(4)
    
    
    $

4.88
    
    
    
    $

2,440,000
    
    
    
    $

95.89
 (1)
    
    Pursuant to Rule 416(a), also registered hereunder are an indeterminate number of shares
which may become issuable pursuant to the anti-dilution adjustment provisions of the
Registrants 2003 Employee Stock Purchase Plan.
 (2)
    
    In accordance with Rule 457(h), the aggregate offering price of the 500,000 additional shares
of Common Stock registered hereby is estimated, solely for purposes of calculating the
registration fee, on the basis of the price of securities of the same class, as determined in
accordance with Rule 457(c), using the average of the high and low prices reported by The
Nasdaq Capital Market for the common stock on June 2, 2008,
which was $4.88.
 (3)
    
    Shares available for issuance under the 2003 Employee Stock Purchase Plan.
 (4)
    
    Additional shares eligible for issuance under the 2003 Employee Stock Purchase Plan. An
aggregate of 900,000 shares of the Registrants common stock have been previously registered for
issuance under the Plan pursuant to a Registration Statement on Form S-8 filed on May 30, 2003
(File No. 333-105694), and an additional 1,500,000 shares of the Registrants common stock have
previously been registered for issuance under the Plan pursuant to Registration Statements on Form
S-8 filed June 8, 2006 (File No. 333-134878).




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TABLE OF CONTENTS  PART II INFORMATION REQUIRED IN REGISTRATION STATEMENTITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCEITEM 8. EXHIBITS.SIGNATURESEXHIBIT INDEXExhibit 5.1Exhibit 23.1    Table of Contents  EXPLANATORY NOTE
  2




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##### Table of Contents



ExhibitNumber
    
    Description of Document4.1
    
    Certificate of Determination of Series C Junior Participating Preferred
Stock of the Company (filed as an exhibit to the Companys Current Report on
Form 8-K filed on February 14, 2003, and incorporated herein by reference).4.2
    
    Amended and Restated Bylaws of Questcor Pharmaceuticals, Inc., dated as of
March 5, 2008 (filed as an exhibit to the Companys Current Report on Form
8-K filed on March 5, 2008, and incorporated herein by reference).4.3
    
    Amended and Restated Articles of Incorporation of Questcor Pharmaceuticals,
Inc. (filed as an exhibit to the Companys Current Report on Form 8-K filed
on March 28, 2008, and incorporated herein by reference).5.1
    
    Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation.23.1
    
    Consent of Odenburg, Ullakko, Muranishi & Co. LLP, Independent Registered
Public Accounting Firm.23.2
    
    Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation
(included in Exhibit 5.1).24.1
    
    Power of Attorney (included on signature page to the Registration Statement).99.1
    
    2003 Employee Stock Purchase Plan (filed as an exhibit to the Companys
Definitive Proxy on Schedule 14A filed with the Commission on April 10,
2006).99.2
    
    Amended and Restated 2003 Employee Stock Purchase Plan (filed as an exhibit
to the Companys Definitive Proxy on Schedule 14A filed with the Commission
on April 21, 2008).
 3




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##### Table of Contents



By:
    /s/ George M. StuartGeorge M. StuartSenior Vice-President, Finance and Chief
Financial Officer    Signature
    
    Title
    
    Date/s/ Don M. Bailey

Don Bailey
    
    President, Chief Executive
Officer and Director
    
    May 29, 2008/s/ George M. Stuart

George M. Stuart
    
    Senior Vice-President, Finance,
Chief Financial Officer, and
Chief Accounting Officer
    
    May 29, 2008/s/ Virgil D. Thompson

Virgil D. Thompson
    
    Director (Chairman of the Board)
    
    May 29, 2008/s/ Neal C. Bradsher

Neal C. Bradsher
    
    Director
    
    May 29, 2008/s/ Stephen C. Farrell

Stephen C. Farrell
    
    Director
    
    May 29, 2008David Young
    
    Director
    
    May 29, 2008
 S-1




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##### Table of Contents



ExhibitNumber
    
    Description of Document4.1
    
    Certificate of Determination of Series C Junior Participating Preferred
Stock of the Company (filed as an exhibit to the Companys Current Report on
Form 8-K filed on February 14, 2003, and incorporated herein by reference).4.2
    
    Amended and Restated Bylaws of Questcor Pharmaceuticals, Inc., dated as of
March 5, 2008 (filed as an exhibit to the Companys Current Report on Form
8-K filed on March 5, 2008, and incorporated herein by reference).4.3
    
    Amended and Restated Articles of Incorporation of Questcor Pharmaceuticals,
Inc. (filed as an exhibit to the Companys Current Report on Form 8-K filed
on March 28, 2008, and incorporated herein by reference).5.1
    
    Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation.23.1
    
    Consent of Odenburg, Ullakko, Muranishi & Co. LLP, Independent Registered
Public Accounting Firm.23.2
    
    Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation
(included in Exhibit 5.1).24.1
    
    Power of Attorney (included on signature page to the Registration Statement).99.1
    
    2003 Employee Stock Purchase Plan (filed as an exhibit to the Companys
Definitive Proxy on Schedule 14A filed with the Commission on April 10,
2006).99.2
    
    Amended and Restated 2003 Employee Stock Purchase Plan (filed as an exhibit
to the Companys Definitive Proxy on Schedule 14A filed with the Commission
on April 21, 2008).