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As filed with the Securities and Exchange Commission on April 18, 2002

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DEPOMED, INC.
(Exact name of Registrant as specified in its charter)

California	94-3229046
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1360 O'Brien Drive, Menlo Park, California 94025 (650) 462-5900
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

John W. Fara, Ph.D.
Chairman, President and Chief Executive Officer
1360 O'Brien Drive, Menlo Park, California 94025 (650) 462-5900
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Stephen C. Ferruolo, Esq.
Heller Ehrman White & McAuliffe LLP
4350 La Jolla Village Drive, 7th Floor
San Diego, California 92122-1246
Telephone: (858) 450-8400
Facsimile: (858) 450-8499

Approximate date of commencement of proposed sale to the public:
From time to time as soon as practicable after this Registration Statement become effective.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering: o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock, no par value	3,136,267	$4.53	$14,207,290	$1,308

(1)

In accordance with Rule 416 under the Securities Act of 1933, Common Stock offered hereby shall also be deemed to cover additional securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of Registrant's Common Stock on the American Stock Exchange on April 12, 2002.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its Effective Date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Subject to Completion, dated April 18, 2002

We will amend and complete the information in this prospectus. Although we are permitted by US federal securities law to offer these securities using this prospectus, we may not sell them or accept your offer to buy them until the documentation filed with the SEC relating to these securities has been declared effective by the SEC. This prospectus is not an offer to sell these securities or our solicitation of your offer to buy these securities in any jurisdiction where that would not be permitted or legal.

Prospectus

DEPOMED, INC.

3,014,286 Shares of Common Stock

121,981 Shares of Common Stock Issuable upon Exercise of Warrants

        This prospectus may be used only in connection with the resale, from time to time, of up to 3,136,267 shares of our common stock, no par value, by the selling shareholders. 121,981 of the shares are issuable upon exercise of warrants to purchase common stock. Information on the selling shareholders, and the times and manner in which they may offer and sell shares of our common stock under this prospectus, is provided under "Selling Shareholders" and "Plan of Distribution" in this prospectus. We will not receive any proceeds from the sale of these shares by the selling shareholders under this prospectus. We will receive proceeds upon cash exercise of the warrants to purchase common stock underlying some of the shares offered by the selling shareholders and to the extent exercised.

        Our address is 1360 O'Brien Drive, Menlo Park, California 94025, and our telephone number is (650) 462-5900.

        Our common stock trades on the American Stock Exchange under the symbol "DMI" and the common stock purchase warrants issued in connection with our initial public offering trade on the American Stock Exchange under the symbol "DMI/WS". On April 17, 2002, the closing price for our common stock, as reported on the American Stock Exchange, was $4.94 per share and the closing price for our common stock purchase warrants was $0.58.

Beginning on page 3, we have listed a number of "Risk Factors" which you should consider. You should read the entire prospectus carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        In this prospectus, "DepoMed," the "company," the "Registrant," "we," "us" and "our" refer to DepoMed, Inc.

The date of this prospectus is            , 2002

ABOUT THE COMPANY

Our Company

        We are a development stage company engaged in the development of new and proprietary oral drug delivery technologies. Our primary oral drug delivery system is the patented Gastric Retention System (the "GR System"). The GR System is designed to be retained in the stomach for an extended period of time while it delivers the incorporated drug or drugs, on a continuous, controlled release basis. By incorporation into the GR System, a drug currently taken two or three times a day may be administered only once a day. At present, several drug compounds incorporated in the GR System are in advanced clinical trial development. In January 2002, a patent on our GR System was issued, which expands the coverage of our technology for the controlled delivery of a broad range of drugs from a gastric retained polymer matrix tablet to maximize therapeutic benefits. Our intellectual property position includes four issued patents and eleven patent applications pending in the United States. We have also developed the Reduced Irritation System (together with the GR System, the "DepoMed Systems") which is designed to provide for significant reduction in local upper gastrointestinal irritation from the effects of certain drugs.

Our Products

        We develop proprietary products utilizing our technology internally, as well as in collaboration with pharmaceutical and biotechnology companies. Regarding our collaborative programs, we apply our technology to the partner's compound and from these collaborations we expect to receive research and development funding, milestone payments, license fees and royalties. For our internal development programs, we apply our proprietary technology to existing drugs and fund development through Phase II clinical trials. With the Phase II clinical trial results, we generally seek a collaborative partner for marketing and sales, as well as to complete the funding of the clinical trials. We also expect to receive milestone payments, license fees and royalties from these later stage collaborations.

        We have internally developed a potential once-daily metformin product for Type II diabetes, Metformin GR™, which is currently in pivotal Phase III human clinical trials. We are currently in discussions with potential marketing partners for our Metformin GR product; however, we cannot assure that we will be successful in finding such a partner or that the terms of any such arrangement will be favorable to us.

        In January 2002, a broad patent covering our GR System was issued. We subsequently filed and served a complaint against Bristol-Myers Squibb Company ("Bristol-Myers") claiming that Bristol-Myers' once-daily metformin product, Glucophage® XR, infringes our United States Patent No. 6,340,475 as well as other matters set forth in the complaint. Although we intend to vigorously enforce our intellectual property rights, there can be no assurance that we would be successful in any litigation against Bristol-Myers.

        In January 2001, we announced that we completed a Phase I human clinical trial with an internally developed once-daily formulation of the antibiotic drug ciprofloxacin, called Ciprofloxacin GR™, for urinary tract infections. Our formulation was found to have comparable bioavailability and had a significantly extended blood plasma concentration profile compared with CIPRO®, a currently marketed ciprofloxacin HCl immediate release product that is taken twice per day. Late in the third quarter of 2001, we began a Phase II clinical trial for Ciprofloxacin GR which reached 100% patient enrollment in March 2002. If the trial is successful, we anticipate proceeding to a Phase III trial later in 2002.

        In addition, we are developing other product candidates expected to benefit from incorporation into our drug delivery systems. For example, we initiated a Phase I clinical trial of the drug furosemide incorporated into the GR System for cardiovascular indications in March 2002. Further, we have begun a feasibility study of a combination product comprising our Metformin GR once-daily formulation of metformin with a once-daily sulfoyluerea.

        Future clinical progress of our products depends primarily on the result of each ongoing study. There can be no assurance that a clinical trial will be successful or that the product will gain regulatory approval.

        In November 1999, we entered into an agreement to form a joint venture with Elan Corporation, plc, Elan Pharma International, Ltd. and Elan International Services, Ltd. (together "Elan") to develop products using drug delivery technologies and expertise of both Elan and DepoMed. This joint venture, DepoMed Development, Ltd. (DDL), a Bermuda limited liability company, is initially owned 80.1% by DepoMed and 19.9% by Elan. We began subcontract development work for DDL in January 2000 and an undisclosed product entered Phase I clinical trials in December 2000. Patent applications have been filed for this product and we are currently seeking a marketing partner for it. DDL's second product candidate is currently in Phase I clinical trials and DDL's third product candidate is in preclinical testing.

        In addition to research and development conducted on our own behalf and through collaborations with pharmaceutical partners, our activities since inception (August 7, 1995) have included establishing our offices and research facilities, recruiting personnel, filing patent applications, developing a business strategy and raising capital. To date, we have received only limited revenue, all of which has been from these collaborative research and feasibility arrangements. We intend to continue investing in the further development of our drug delivery technologies and the DepoMed Systems.

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RISK FACTORS

You should carefully consider the following risks and uncertainties before you invest in our common stock. Investing in our common stock involves risk. If any of the following risks or uncertainties actually occur, our business, financial condition or results of operations could be materially adversely affected. The following are not the only risks and uncertainties we face. Additional risks and uncertainties of which we are unaware or which we currently believe are immaterial could also materially adversely affect our business, financial condition or results of operations. In any case, the trading price of our common stock could decline, and you could lose all or part of your investment. See also, "Special Note Regarding Forward-Looking Statements."

We are at an early stage of development and are expecting operating losses in the future.

        We are at an early stage of development. Accordingly, our business is subject to all of the business risks associated with a new enterprise, including:

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uncertainties regarding product development;



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dependence on collaborative partnering relationships;



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lack of revenue and uncertainty regarding future revenues;



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limited financial and personnel resources; and



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lack of established credit facilities.

        As we expand our research and development efforts, we anticipate that we will continue to incur substantial operating losses for at least the next several years. Therefore, we expect our cumulative losses to increase. To date, we have had no revenues from product sales and only minimal revenues from our collaborative research and development arrangements and feasibility studies. Our success will depend on commercial sales of products that generate significant revenues for us. We cannot predict whether we will be able to achieve commercial sales of any revenue-generating products.

We may not be able to develop a successful product.

        Our research and development programs are at an early stage. In order for us to incorporate a pharmaceutical product into a DepoMed System, we would need to complete substantial additional research and development on a drug provided by a collaborative partner. Even if we are successful, the collaborative partner's drug incorporated in the DepoMed System:

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may not be offered for commercial sale; or



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may prove to have undesirable or unintended side effects that prevent or limit its commercial use.

        Before we or others make commercial sales of products using the DepoMed Systems, we or our collaborative partners would need to:

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conduct clinical tests showing that these products are safe and effective; and



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obtain regulatory approval.

This process involves substantial financial investment and may not be successful.

        In June 2001, we announced the initiation of Phase III human clinical trials of Metformin GR and in October 2001 we announced the initiation of Phase II clinical trials of Ciprofloxacin GR. There can be no assurance that these clinical trials will be successful, or that regulatory approval will be obtained.

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        Successful commercial sales of Metformin GR or any other product would require:

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entering into a license agreement with a capable marketing and sales partner;



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market acceptance;



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cost-effective commercial scale production; and



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reimbursement under private or governmental health plans.

        We will have to curtail, redirect or eliminate our product development programs if we or our collaborative partners find that:

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the DepoMed Systems prove to have unintended or undesirable side effects; or



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products which appear promising in preclinical studies do not demonstrate efficacy in larger scale clinical trials.

        These events could have a material adverse effect on the company.

We will need additional capital to support our operations, which may be unavailable or costly.

        We anticipate that our existing capital resources, including the proceeds from a private placement of our common stock completed in March 2002, will permit us to meet our capital and operational requirements through at least December 31, 2002. However, we base this expectation on our current operating plan that may change as a result of many factors. Accordingly, we could require additional funding sooner than anticipated. Our cash needs may also vary from our current expectations because of numerous factors, including:

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results of research and development;



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results of licensing negotiations;



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relationships with collaborative partners;



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costs of litigation;



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changes in the focus and direction of our research and development programs;



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technological advances; and



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results of clinical testing and the regulatory requirements of the United States Food and Drug Administration (the "FDA") and comparable foreign regulatory agencies.

        We will need substantial funds of our own or from third parties to:

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conduct research and development programs;



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conduct preclinical and clinical testing; and



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manufacture (or have manufactured) and market (or have marketed) potential products using the DepoMed Systems.

        Our existing capital resources may not be sufficient to fund our operations until such time as we may be able to generate sufficient revenues to support our operations. We have limited credit facilities and no other committed source of capital. To the extent that our capital resources are insufficient to meet our future capital requirements, we will have to raise additional funds to continue our development programs. We may not be able to raise such additional capital on favorable terms, or at all. If we raise additional capital by selling our equity or convertible debt securities, the issuance of

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such securities could result in dilution of our shareholders' equity positions. If adequate funds are not available, we may have to:

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curtail operations significantly; or



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obtain funds through entering into collaboration agreements or settlements on unattractive terms.

        The inability to raise capital would have a material adverse effect on the company.

Failure to obtain or delay in obtaining regulatory approval could harm our business.

        Numerous governmental authorities in the United States and other countries regulate our research and development activities and those of our collaborative partners. Governmental approval is required of all potential pharmaceutical products using the DepoMed Systems and their manufacture and marketing prior to the commercial use of those products. The regulatory process will take several years and require substantial funds. If products using the DepoMed Systems do not receive the required regulatory approvals or if such approvals are delayed, our business would be materially adversely affected. There can be no assurance that the requisite regulatory approvals will be obtained without lengthy delays, if at all.

        In the United States, the FDA rigorously regulates pharmaceutical products, including any drugs using the DepoMed Systems. If a company fails to comply with applicable requirements, the FDA or the courts may impose sanctions. These sanctions may include civil penalties, criminal prosecution of the company or its officers and employees, injunctions, product seizure or detention, product recalls, total or partial suspension of production. The FDA may withdraw approved applications or refuse to approve pending new drug applications, premarket approval applications, or supplements to approved applications.

        We generally must conduct preclinical testing on laboratory animals of new pharmaceutical products prior to commencement of clinical studies involving human beings. These studies evaluate the potential efficacy and safety of the product. We then submit the results of these studies to the FDA as part of an Investigational New Drug application, which must become effective before beginning clinical testing in humans in the United States.

        Typically, human clinical evaluation involves a time-consuming and costly three-phase process:

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In Phase I, we conduct clinical trials with a small number of subjects to determine a drug's early safety profile and its pharmacokinetic pattern.



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In Phase II, we conduct clinical trials with groups of patients afflicted with a specific disease in order to determine preliminary efficacy, optimal dosages and further evidence of safety.



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In Phase III, we conduct large-scale, multi-center, comparative trials with patients afflicted with a target disease in order to provide enough data to demonstrate the efficacy and safety required by the FDA prior to commercialization.

        The FDA closely monitors the progress of each phase of clinical testing. The FDA may, at its discretion, re-evaluate, alter, suspend or terminate testing based upon the data accumulated to that point and the FDA's assessment of the risk/benefit ratio to patients.

        The results of the preclinical and clinical testing are submitted to the FDA in the form of a New Drug Application (an "NDA") for approval prior to commercialization. An NDA requires that our products are compliant with current Good Manufacturing Practices ("cGMP"). Failure to achieve or maintain cGMP standards for products using the DepoMed Systems would adversely impact their marketability. In responding to an NDA, the FDA may grant marketing approval, request additional

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information or deny the application. Failure to receive approval for any product using the DepoMed Systems would have a material adverse effect on the company.

        The FDA regulates not only prescription and over-the-counter drugs approved by NDAs, but also over-the-counter products that comply with monographs issued by the FDA. These regulations include:

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cGMP requirements;



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general and specific over-the-counter labeling requirements (including warning statements);



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advertising restrictions; and



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requirements regarding the safety and suitability of inactive ingredients.

        In addition, the FDA may inspect over-the-counter products and manufacturing facilities. A failure to comply with applicable regulatory requirements may lead to administrative or judicially imposed penalties. If an over-the-counter product differs from the terms of a monograph, it will, in most cases, require FDA approval of an NDA for the product to be marketed.

        Foreign regulatory approval of a product must also be obtained prior to marketing the product internationally. Foreign approval procedures vary from country to country. The time required for approval may delay or prevent marketing in certain countries. In certain instances, we or our collaborative partners may seek approval to market and sell certain products outside of the United States before submitting an application for United States approval to the FDA. The clinical testing requirements and the time required to obtain foreign regulatory approvals may differ from that required for FDA approval. Although there is now a centralized European Union ("EU") approval mechanism in place, each EU country may nonetheless impose its own procedures and requirements. Many of these procedures and requirements are time-consuming and expensive. Some EU countries require price approval as part of the regulatory process. These constraints can cause substantial delays in obtaining required approval from both the FDA and foreign regulatory authorities after the relevant applications are filed, and approval in any single country may not meaningfully indicate that another country will approve the product.

Most of our revenues are derived from our relationship with Elan and our strategy is dependent upon entering into additional collaborative relationships.

        We have generated all of our revenues through collaborative arrangements with pharmaceutical and biotechnology companies. Currently, most of our revenues are derived from our joint venture with Elan. If our joint venture with Elan is terminated or fails to produce desired results, our revenues and results of operations will suffer.

        Our strategy to continue the research, development, clinical testing, manufacturing and commercial sale of products using the DepoMed Systems requires that we enter into additional collaborative arrangements. We may not be able to enter into future collaborative arrangements on acceptable terms, which would have a material adverse effect on us. The success of the Elan joint venture and other collaborative arrangements requires that our collaborative partners:

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perform their obligations as expected; and



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devote sufficient resources to the development, clinical testing and marketing of products developed under collaborations.

Our collaborative agreements may give rise to disputes.

        Collaborative agreements are generally complex and may contain provisions which give rise to disputes regarding the relative rights and obligations of the parties. Any such dispute could delay collaborative research, development or commercialization of potential products, or could lead to

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lengthy, expensive litigation or arbitration. In addition, the terms of our past and future collaborative partner agreements may limit or preclude us from developing products or technologies developed pursuant to such agreements. Moreover, collaborative agreements often take considerably longer to conclude than the parties initially anticipate, which could cause us to agree to less favorable agreement terms or to reduced rates of spending in support of key programs.

        It is possible that our collaborative partners may not choose to develop and make commercial sales of products using the DepoMed Systems technologies. Any of the following events could have a material adverse effect on the company:

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any parallel development by a collaborative partner of competitive technologies or products;



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arrangements with collaborative partners that limit or preclude us from developing products or technologies;



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premature termination of an agreement; or



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failure by a collaborative partner to devote sufficient resources to the development, and commercial sales of products using the DepoMed Systems.

        In July 1996, the company and Bristol-Myers entered into a letter agreement regarding a joint research project relating to the development of a product consisting of formulations of a Bristol-Myers drug incorporated in the GR System (the "Bristol-Myers Agreement"). After we completed our research under the Bristol-Myers Agreement, Bristol-Myers decided in early 1999 not to exercise its option to license the resulting product and to proceed instead with its own internally-developed product. The Bristol-Myers Agreement by its terms prohibits us from exploiting any formulations of the Bristol-Myers drug developed pursuant to the agreement or any proprietary information or invention relating solely to the Bristol-Myers drug developed under the Bristol-Myers Agreement.

        Independent of the Bristol-Myers Agreement, we developed a proprietary product, currently in clinical trials, incorporating the Bristol-Myers drug (which is no longer covered by a U.S. patent) into the GR System. We believe that our development of this product does not contravene any of our obligations under the Bristol-Myers Agreement. However, there can be no assurance that Bristol-Myers will not assert that we have violated the terms of the Bristol-Myers Agreement or dispute our sole ownership of any patent that relates to the product. If Bristol-Myers were to make such an assertion, we could be subject to costly and time-consuming litigation, the outcome of which would be uncertain and in which we would be at a disadvantage because Bristol-Myers has considerably greater financial resources.

We may be unable to protect our intellectual property and may be liable for infringing the intellectual property of others.

        Our success will depend in part on our ability to obtain and maintain patent protection for our technologies and to preserve our trade secrets. Our policy is to file patent applications in the United States and foreign jurisdictions. We currently hold four issued United States patents and eleven United States patent applications are pending. Additionally, we are currently preparing a series of patent applications representing our expanding technologies for filing in the United States. We have also applied for patents in numerous foreign countries. Some of those countries have granted our applications and other applications are still pending. No assurance can be given that our patent applications will be approved, or that any issued patents will provide competitive advantages for the DepoMed Systems or our technologies.

        With respect to already issued patents and any patents which may issue from our applications, there can be no assurance that claims allowed will be sufficient to protect our technologies. The United States maintains patent applications in secrecy until a patent issues. As a result, we cannot be certain

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that others have not filed patent applications for technology covered by our pending applications or that we were the first to file patent applications for such technology. Competitors may have filed applications for, or may have received patents and may obtain additional patents and proprietary rights relating to, compounds or processes that may block our patent rights or permit the competitors to compete without infringing our patent rights. In addition, there can be no assurance that:

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any patents issued to us will not be challenged, invalidated or circumvented; or



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the rights granted under the patents issued to us will provide proprietary protection or commercial advantage to us.

        We also rely on trade secrets and proprietary know-how. We seek to protect that information, in part, through entering into confidentiality agreements with employees, consultants, collaborative partners and others before such persons or entities have access to our proprietary trade secrets and know-how. These confidentiality agreements may not be effective in certain cases, due to, among other things, the lack of an adequate remedy for breach of an agreement or a finding that an agreement is unenforceable. In addition, our trade secrets may otherwise become known or be independently developed by competitors.

        Our ability to develop our technologies and to make commercial sales of products using our technologies also depends on not infringing others' patents. We not aware of any claim of patent infringement against us. However, if claims concerning patents and proprietary technologies arise and are determined adversely to us, the claims could have a material adverse effect on us. Extensive litigation regarding patent and other intellectual property rights is common in the pharmaceutical industry.

        We may need to engage in litigation to enforce any patents issued or licensed to us or to determine the scope and validity of third-party proprietary rights. There can be no assurance that our issued or licensed patents would be held valid by a court of competent jurisdiction. Whether or not the outcome of litigation is favorable to us, the diversion of our financial and managerial resources to such litigation could have a material adverse effect on us. We may also be required to participate in interference proceedings declared by the United States Patent and Trademark Office for the purpose of determining the priority of inventions in connection with our patent applications or other parties' patent applications. Adverse determinations in litigation or interference proceedings could require us to seek licenses (which may not be available on commercially reasonable terms, or at all) or subject us to significant liabilities to third parties. These events could have a material adverse effect on us.

        In January 2002, a broad patent covering our GR System was issued. We subsequently filed and served a complaint against Bristol-Myers claiming that Bristol-Myers' once-daily metformin product, Glucophage® XR, infringes our United States Patent No. 6,340,475, as well as other matters set forth in the complaint. Although we intend to vigorously enforce our intellectual property rights, there can be no assurance that we would be successful in any litigation against Bristol-Myers.

We depend on third parties for manufacturing, marketing and sales of products using the DepoMed Systems.

        We do not have and do not intend to establish in the foreseeable future internal commercial scale manufacturing, marketing or sales capabilities. Rather, we intend to use the facilities of our collaborative partners or those of contract manufacturers to manufacture commercial quantities of products using the DepoMed Systems. Our dependence on third parties for the manufacture of products using the DepoMed Systems may adversely affect our ability to deliver such products on a timely and competitive basis. There may not be sufficient manufacturing capacity available to us when, if ever, we are ready to seek commercial sales of products using the DepoMed Systems. In addition, we expect to rely on our collaborative partners or to develop distributor arrangements to market and sell

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products using the DepoMed Systems. In addition, we expect to rely on our collaborative partners or to develop distributor arrangements to market and sell products using the DepoMed Systems. We may not be able to enter into manufacturing, marketing or sales agreements on reasonable commercial terms, or at all, with third parties. Failure to do so would have a material adverse effect on the company.

        Applicable cGMP requirements and other rules and regulations prescribed by foreign regulatory authorities will apply to the manufacture of products using the DepoMed Systems. We will depend on the manufacturers of products using the DepoMed Systems to comply with cGMP and applicable foreign standards. Any failure by a manufacturer of products using the DepoMed Systems to maintain cGMP or comply with applicable foreign standards could delay or prevent their commercial sale. This could have a material adverse effect on the company.

Our quarterly operating results may fluctuate and affect our stock price.

        The following factors will affect our quarterly operating results and may result in a material adverse effect on our stock price:

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variations in revenues obtained from collaborative agreements, including milestone payments, royalties, license fees and other contract revenues;



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our success or failure in entering into further collaborative relationships;



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decisions by collaborative partners to proceed or not to proceed with subsequent phases of the relationship or program;



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costs of litigation;



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the timing of any future product introductions by us or our collaborative partners;



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market acceptance of the DepoMed Systems;



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regulatory actions;



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adoption of new technologies;



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the introduction of new products by our competitors;



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manufacturing costs and capabilities;



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changes in government funding; and



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third-party reimbursement policies.

We may not be able to compete successfully in the pharmaceutical product and drug delivery system industries.

        Other companies that have oral drug delivery technologies competitive with the DepoMed Systems include ALZA Corporation, a subsidiary of Johnson & Johnson, Elan Corporation plc, SkyePharma plc, Biovail Corporation International, Flamel Technologies S.A. and Andrx Corporation, all of which have oral tablet products designed to release the incorporated drugs over time. Each of these companies has patented technologies with attributes different from ours, and in some cases with different sites of delivery to the gastrointestinal tract. We believe that we are the only drug delivery company that is currently developing products for oral drug delivery systems for enhanced retention in the stomach of an orally administered tablet.

        Competition in pharmaceutical products and drug delivery systems is intense. We expect competition to increase. Competing technologies or products developed in the future may prove superior either generally or in particular market segments to the DepoMed Systems or products using

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the DepoMed Systems. These developments could make the DepoMed Systems or products using them noncompetitive or obsolete.

        All of our principal competitors have substantially greater financial, marketing, personnel and research and development resources than we do. In addition, many of our potential collaborative partners have devoted, and continue to devote, significant resources to the development of their own drug delivery systems and technologies.

We could become subject to product liability litigation.

        Our business involves exposure to potential product liability risks that are inherent in the production and manufacture of pharmaceutical products. Any such claims could have a material adverse effect on the company. We have obtained product liability insurance for clinical trials currently underway, but there can be no assurance that:

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we will be able to obtain product liability insurance for future trials;



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we will be able to maintain product liability insurance on acceptable terms;



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we will be able to secure increased coverage as the commercialization of products using the DepoMed Systems proceeds; or



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any insurance will provide adequate protection against potential liabilities.

Business interruptions could harm our business.

        Our operations are vulnerable to damage or interruption from computer viruses, human error, natural disasters, telecommunications failures, terrorism, intentional acts of vandalism and similar events. In particular, our corporate headquarters are located in the San Francisco Bay area, which is known for seismic activity. We have not established a formal disaster recovery plan, and our back-up operations and our business interruption insurance may not be adequate to compensate us for losses that occur. A significant business interruption would result in losses or damages incurred by us and would harm our business.

Our advisors have relationships with other entities.

        Two groups (the Policy Advisory Board and Development Advisory Board) advise the company on business and scientific issues and future opportunities. Certain members of our Policy Advisory Board and Development Advisory Board work full-time for academic or research institutions. Others act as consultants to other companies. In addition, except for work performed specifically for and at the direction of the company, any inventions or processes discovered by such persons will be their own intellectual property or that of their institutions or other companies. Further, invention assignment agreements signed by such persons in connection with their relationships with the company may be subject to the rights of their primary employers or other third parties with whom they have consulting relationships. If we desire access to inventions which are not our property, we will have to obtain licenses to such inventions from these institutions or companies. We may not be able to obtain these licenses on commercially reasonable terms, if at all.

Reform of the healthcare industry may affect our business and the availability of healthcare reimbursement.

        The healthcare industry is changing rapidly as the public, government, medical professionals, third-party payors and the pharmaceutical industry examine ways to contain or reduce the cost of health care. Changes in the healthcare industry could impact our business, particularly to the extent that we develop the DepoMed Systems for use in prescription drug applications.

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        Certain foreign governments regulate pricing or profitability of prescription pharmaceuticals sold in their countries. There have been a number of federal and state proposals to implement similar government control in the United States, particularly with respect to Medicare payments. We expect that these proposals will continue to be advanced. In addition, downward pressure on pharmaceutical pricing in the United States has increased due to an enhanced emphasis on managed care. We expect this pressure to continue to increase. We cannot predict whether any such legislative or regulatory proposals will be adopted or the effect such proposals or managed care efforts may have on our business. However, the announcement of such proposals or efforts could have a material adverse effect on our ability to raise capital. Further, the adoption of such proposals or efforts would have a material adverse effect on the company and any prospective collaborative partners.

        Sales of products using the DepoMed Systems in domestic and foreign markets will depend in part on the availability of reimbursement from third-party payors, such as government health administration authorities and private health insurers. Third-party payors are increasingly challenging the price and cost-effectiveness of prescription pharmaceutical products. Significant uncertainty exists as to the reimbursement status of newly approved healthcare products. Accordingly, products using the DepoMed Systems may not be eligible for third-party reimbursement at price levels sufficient for the company or our collaborative partners to realize appropriate returns on our investments in the DepoMed Systems.

We may not be able to attract and retain key employees.

        Our success is dependent in large part upon the continued services of John W. Fara, the President and Chief Executive Officer of the company, and other members of our executive management, and on our ability to attract and retain key management and operating personnel. We maintain key man life insurance on the life of Dr. Fara in the amount of $1,000,000. Management, scientific and operating personnel are in high demand and are often subject to competing offers. The loss of the services of one or more members of management or key employees or the inability to hire additional personnel as needed may have a material adverse effect on the company.

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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

        This prospectus contains or incorporates by reference forward-looking statements that involve risks and uncertainties. The statements contained or incorporated by reference in this prospectus that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "1933 Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "1934 Act"), including without limitation statements regarding our expectations, beliefs, intentions or strategies regarding the future. All forward-looking statements included in this document are based on information available to us on the date hereof, and all forward-looking statements in documents incorporated by reference are based on information available to us as of the date of such documents. We assume no obligation to update any such forward-looking statements. Our actual results may differ materially from those discussed in the forward-looking statements as a result of certain factors, including those set forth above under "Risk Factors" and elsewhere in this prospectus and in the documents incorporated by reference into this prospectus. In evaluating our business, prospective investors should carefully consider the following factors in addition to the other information set forth in this prospectus and incorporated by reference herein.

USE OF PROCEEDS

        The selling shareholders will receive all of the proceeds from the sale of the shares offered by this prospectus, with the exception of proceeds received upon cash exercise of the warrants to purchase common stock underlying some of the shares offered by the selling shareholders. We intend to use any proceeds we receive from the exercise of such warrants for general corporate purposes.

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SELLING SHAREHOLDERS

        The following table sets forth the names of the selling shareholders, the number of shares of common stock owned beneficially by each selling shareholder as of April 1, 2002 and the number of shares that may be offered pursuant to this prospectus. This information is based upon information provided to us by the selling shareholders.

        For purposes of this table, beneficial ownership is determined in accordance with Securities and Exchange Commission rules, and includes voting power and investment power with respect to shares. Under these rules, shares issuable upon the exercise of currently exercisable warrants are considered outstanding for purposes of calculating the percentage owned by a person, but not for purposes of calculating the percentage owned by any other person.

        As explained below under "Plan of Distribution," we have agreed to bear certain expenses (other than broker discounts and commissions, if any) in connection with the registration statement of which this prospectus is a part.

					Shares Subject to Currently Exercisable Warrants
	Shares Beneficially Owned Prior to Offering(1)						Shares Beneficially Owned After the Offering(3)
Selling Shareholder						Shares Offered
	Number		Percent(2)		Number		Number	Percent(2)
Belmont Park Investments Inc.	182,767		1.3	%	—	182,767	—	—
Prisca Bonati	6,500		*		—	6,500	—	—
Stephen M. Bragin	9,494		*		2,967	6,527	2,967	*
Frank Kee Colen	87,324		*		31,260	7,000	31,260	*
Fahnestock & Co. Inc. C/F Paul Dennis IRA	6,527		*		—	6,527	—	—
Dickstein International Limited	13,054		*		—	13,054	—	—
Dickstein & Co., L.P.	117,493		*		—	117,493	—	—
Easton Hunt Capital Partners, L.P.	1,477,947		10.4		296,735	293,871	1,184,076	8.3
Bruce Edwards	11,000		*		3,500	6,500	3,500	*
Elan International Services Ltd.	3,103,099	(4)	18.2		—	1,158,151	1,944,948	12.2
Fahnestock & Co. Inc.	293,535		2.1		293,535	121,981	171,554	1.2
City National Bank TTEE HEWM/MP/PS FBO S. Feldstein	6,500		*		—	6,500	—	—
Malcolm Gissen	12,000		*		—	6,500	5,500	*
Morton E. Goulder Revocable Trust Dtd. 7/27/79	18,988		*		5,934	13,054	5,934	*
The Grenawalt Group, LLC	13,000		*		—	13,000	—	—
Grosvenor Investment 4, Ltd.	6,790		*		—	6,790	—	—
Christopher Todd Hagar & Amy Susan Hagar JT WROS	1,400		*		—	1,400	—	—

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John Hamilton & Carol Leonard JT WROS	204,875	(5)	1.4	10	13,054	191,821	1.4
Hartzmark Investment Co. LLC					13,054	—	—
Kahn Capital Offshore Fund, Ltd.					90,000	—	—
Kahn Capital Partners, LP					260,000	—	—
Kodiak Capital, LP	4,890		*	—	4,890	—	—
Kodiak Capital Offshore, Ltd.	38,320		*	—	38,320	—	—
Muriel Kogod	12,461		*	5,934	6,527	5,934	*
Lexdale Partners LLC	12,500		*	—	12,500	—	—
Charles Schwab & Co. Inc. Custodian FBO Parker Ahrens Maddux IRA	9,000		*	—	6,500	2,500	*
Andrew Mendelsohn & Judith Mendelsohn Trust Dtd. 7/1/92	6,500		*	—	6,500	—	—
Beno Michel Trust					6,527	—	—
Louis & Cherie Mintz JT WROS	9,494		*	2,967	6,527	2,967	*
David B. Musket(6)	65,691		*	—	45,691	20,000	*
Valley Heart Associates Med. Group 401K FBO Joe Neal #503473	10,000		*	—	10,000	—	—
Oppemheim Investment Management International S.A. on behalf of Medical BioHealth-Trends	214,657		1.5	—	156,657	58,000	*
David H. Passerman					25,000	—	—
Pharma /wHealth Management Company S.A. on behalf of Pharma/wHealth	76,219		*	—	52,219	24,000	*
Joseph C. Pignotti & Joyce A. Pignotti, JT/WROS	26,694		*	5,934	6,140	5,934	*
ProMed Partners, L.P.	191,423		1.4	31,500	77,023	114,400	*
ProMed Partners II, L.P.	20,438		*	3,000	9,138	11,300	*
Mark Radzik	12,254		*	4,154	6,000	4,154	*
Kenneth M. Reichle, Jr.	9,494		*	2,967	6,527	2,967	*
Gerald Richter					13,054	—	—
David Hibbard Robinson Trust Dtd. 4/15/99	9,950		*	—	6,500	3,450	*
Robert M. Rosin	6,527		*	—	6,527	—	—

14

Edward L. Ruch	13,054	*	—	13,054	—	—
John F. Sampson Living Trust Dtd. 12/99	6,500	*	—	6,500	—	—
Andrew E. Sandor	6,527	*	—	6,527	—	—
Victor J. Scaravilli				6,527	—	—
Fahnestock & Co. Inc. C/F James A. Schoke IRA	13,054	*	—	13,054	—	—
Mark Schwartz	18,988	*	5,934	13,054	5,934	*
E. Donald Shapiro	26,109	*	—	26,109	—	—
Joel A. Stone				6,527	—	—
Stonestreet Limited Partnership	130,548	*	—	130,548	—	—
Summit Capital Associates, Inc.	12,800	*	—	12,800	—	—
Howard J. Synenberg	18,988	*	5,934	13,054	5,934	*
Lynn Taussig	3,263	*	—	3,263	—	—
Thekla Taussig Family Trust FBO Lynn Taussig	3,263	*	—	3,263	—	—
Donald & Theresa Vojtech Living Trust	6,000	*	—	6,000	—	—
Jennifer Hoben-Williams	18,166	*	4,750	3,916	4,750	*
Wesley T. Wood	13,054	*	—	13,054	—	—
Oscar Zimmerman	6,527	*	—	6,527	—	—

*

Less than one percent

(1)

Includes shares issuable upon exercise of warrants.

(2)

Based upon 13,973,309 shares of common stock outstanding on April 1, 2002. This registration statement shall also cover any additional shares of common stock which become issuable in connection with the shares registered for sale hereby by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of DepoMed's outstanding shares of common stock.

(3)

Assumes only shares in this offering are sold and any remaining shares are those obtained in prior offerings or on the open market.

(4)

Includes 1,310,991 shares issuable upon conversion of 12,015 shares of Series A preferred stock and accrued dividends thereon; and (ii) 633,957 shares issuable upon conversion of a convertible promissory note with a principal balance of $5,372,167.

(5)

Includes 181,978 shares subject to options exercisable within sixty days of April 1, 2002.

(6)

Mr. Musket is a managing director of ProMed Partners, L.P., which beneficially owns 191,423 shares of common stock, and Promed Partners II, L.P., which beneficially owns 20,438 shares of common stock.

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PLAN OF DISTRIBUTION

        We will receive no proceeds from this offering, with the exception of proceeds received upon cash exercise of the warrants to purchase common stock underlying some of the shares offered by the selling shareholders. The shares offered hereby may be sold by the selling shareholders from time to time in transactions in the over-the-counter market, on the American Stock Exchange, in privately negotiated transactions, or by a combination of such methods of sale, at fixed prices which may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The selling shareholders may effect such transactions by selling the shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholder and/or the purchasers of the shares for whom such broker-dealers may act as agents or to whom they sell as principals, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions).

        In order to comply with the securities laws of certain states, if applicable, the shares will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

        The selling shareholders and any broker-dealers or agents that participate with the selling shareholders in the distribution of the shares may under certain circumstances be deemed to be "underwriters" within the meaning of the 1933 Act, and any commissions received by them and any profit realized on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the 1933 Act. The selling shareholders may agree to indemnify such broker-dealers against certain liabilities, including liabilities under 1933 Act.

        Any broker-dealer participating in such transactions as agent may receive commissions from the selling shareholders (and, if it acts as agent for the purchase of such shares, from such purchaser). Broker-dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for the selling stockholder, to purchase as principal any unsold shares. Brokers-dealers who acquire shares as principal may thereafter resell such shares from time to time in transactions (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the nature described above) in the over-the-counter market, on the American Stock Exchange, in privately negotiated transactions, or by a combination of such methods of sale, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, and in connection with such resales may pay to or receive from the purchasers of such shares commissions computed as described above.

        Under the rules and regulations of the 1934 Act, any person engaged in the distribution of the resale of shares may not simultaneously engage in market making activities with respect to the our common stock for a period of two business days prior to the commencement of such distribution. The selling shareholders will also be subject to applicable provisions of the 1934 Act and regulations under the 1934 Act which may limit the timing of purchases and sales of shares of our common stock by the selling shareholders.

        The selling shareholders will pay all commissions and other expenses associated with the sale of shares by them. The shares offered hereby are being registered pursuant to contractual obligations, and we have agreed to bear certain expenses in connection with the registration and sale of the shares being offered by the selling shareholders. We have not made any underwriting arrangements with respect to the sale of shares offered hereby.

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LEGAL MATTERS

        The legality of the issuance of the securities being offered hereby is being passed upon by Heller Ehrman White & McAuliffe LLP, La Jolla, California. Julian N. Stern, the sole shareholder of a professional corporation which was a partner of Heller Ehrman White & McAuliffe LLP, is a director and Secretary of the company. Mr. Stern beneficially owns 107,499 shares of our common stock. Other attorneys at Heller Ehrman White & McAuliffe LLP beneficially own 6,500 shares of our common stock.

EXPERTS

        The consolidated financial statements of DepoMed, Inc. appearing in DepoMed, Inc.'s Annual Report (Form 10-K) for the year ended December 31, 2001, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        The following documents previously filed by us with the Securities and Exchange Commission pursuant to the 1934 Act are hereby incorporated by reference in this prospectus and made a part hereof:

1.

Our Annual Report on Form 10-K for the year ended December 31, 2001; and



2.

The description of our common stock contained in our registration statement on Form 8-A filed on October 27, 1997 under the 1934 Act, including any amendment or report filed for the purpose of updating such description.

        All documents filed with the Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this prospectus and prior to the termination of the offering shall be deemed to be incorporated by reference into this prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as modified or superseded, to constitute a part of this prospectus.

        Upon written or oral request, we will provide without charge to each person to whom a copy of the prospectus is delivered a copy of the documents incorporated by reference herein (other than exhibits to such documents unless such exhibits are specifically incorporated by reference herein). You may request a copy of these filings, at no cost, by writing or telephoning us at the following address: DepoMed, Inc., 1360 O'Brien Drive, Menlo Park, California 94025, Attention: John F. Hamilton, Chief Financial Officer, telephone: (650) 462-5900.

        We are subject to the informational requirements of the 1934 Act and in accordance therewith file reports, proxy statements and other information with the Securities and Exchange Commission. Our filings are available to the public over the Internet at the Securities and Exchange Commission's website at http://www.sec.gov. You may also read and copy, at prescribed rates, any document we file with the Securities and Exchange Commission at the Public Reference Room of the Securities and Exchange Commission located at 450 Fifth Street, N.W., Suite 1024, Washington, D.C. 20549 and at the regional offices of the Securities and Exchange Commission in Chicago, Illinois and New York, New York. Please call the Securities and Exchange Commission at (800) SEC-0330 for further information on the Securities and Exchange Commission's Public Reference Rooms.

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        We have authorized no one to provide you with any information that differs from that contained in this prospectus. Accordingly, you should not rely on any information that is not contained in this prospectus. You should not assume that the information in this prospectus is accurate as of any date other than the date of the front cover of this prospectus.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

        The following table sets forth various expenses in connection with the sale and distribution of the securities being registered. All of the amounts shown are estimates except for the Securities and Exchange Commission Registration Fee.

Securities and Exchange Commission Registration Fee		$	1,308
Accounting Fees			5,000
Legal Fees and Disbursements			20,000
Printing and Engraving			4,000
Miscellaneous			1,692
	Total:	$	32,000

Item 15. Indemnification of Officers and Directors.

        Pursuant to Section 204(a) and 317 of the California Corporations Code, as amended, the Registrant has included in its articles of incorporation and bylaws provisions regarding the indemnification of officers and directors of the Registrant. Article IV of Registrant's Amended and Restated Articles of Incorporation provides as follows:

"The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. This corporation is also authorized, to the fullest extent permissible under California law, to indemnify its agents (as defined in Section 317 of the California Corporations Code), whether by bylaw, agreement or otherwise, for breach of duty to this corporation and its shareholder in excess of the indemnification expressly permitted by Section 317 and to advance defense expenses to its agents in connection with such matters as they are incurred, subject to the limits on such excess indemnification set forth in Section 204 of the California Corporations Code. If, after the effective date of this Article, California law is amended in a manner which permits a corporation to limit the monetary or other liability of its directors or to authorize indemnification of, or advancement of such defense expense to, its directors or other persons, in any such case to a greater extent than is permitted on such effective date, the references in this Article to "California law" shall to that extent be deemed to refer to California law as so amended."

        Section 29 of the Registrant's bylaws, as amended, provides as follows:

"29. Indemnification of Directors and Officers.

        (a)  Indemnification. To the fullest extent permissible under California law, the corporation shall indemnify its directors and officers against all expenses, judgment, fines, settlement and other amounts actually and reasonably incurred by them in connection with any proceeding, including an action by or in the right of the corporation, by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, trustee, employee or agent of another corporation, or of a partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans). To the fullest extent permissible under California law, expenses incurred by a director or officer seeking indemnification under this bylaw in defending any proceeding shall be advanced by the corporation as they are incurred upon receipt by the corporation of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that the director or officer is not entitled to be indemnified by the corporation for those expenses. If, after the effective date of this bylaw, California law is amended in a manner which permits the corporation to authorize indemnification of or advancement of expenses to

II-1

its directors or officers, in any such case to a greater extent than is permitted on such effective date, the references in this bylaw to "California law" shall to that extent be deemed to refer to California law as so amended. The rights granted by this bylaw are contractual in nature and, as such, may not be altered with respect to any present or former director or officer without the written consent of that person.

        (b)  Procedure. Upon written request to the Board of Directors by a person seeking indemnification under this bylaw, the Board shall promptly determine in accordance with Section 317(e) of the California Corporations Code whether the applicable standard of conduct has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to the proceeding, then, upon written request by the person seeking indemnification, independent legal counsel (by means of a written opinion obtained at the corporation's expense) or the corporation's shareholders shall determine whether the applicable standard of conduct has been met and, if so, shall authorize indemnification.

        (c)  Definitions. The term "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative. The term "expenses" includes, without limitation, attorney's fees and any expenses of establishing a right to indemnification." The Registrant has entered into indemnification agreements with each of its current directors and officers pursuant to the foregoing provisions."

Item 16. Exhibits.

        The following documents are filed herewith (unless otherwise indicated) and made a part of this registration statement.

Exhibit Number		Description of Exhibit
4.1		Form of Subscription Agreement
4.2		Placement Agent Warrant
4.3	(1)	Registration Rights Agreement dated January 21, 2000 between the Registrant and Elan International Services, Ltd.
5.1		Opinion of Heller Ehrman White & McAuliffe llp
10.1	(1)	Securities Purchase Agreement dated January 21, 2000 between the Registrant and Elan International Services, Ltd.
23.1		Consent of Heller Ehrman White & McAuliffe llp (filed as part of Exhibit 5.1)
23.2		Consent of Ernst & Young LLP, Independent Auditors
24.1		Power of Attorney (included on page II-4)

(1)

Incorporated by reference to the Registrant's Form 8-K filed on February 18, 2000

Item 17. Undertakings.

        A.    The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

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          (i)  To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act");

        (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement.

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

        Provided, however, that paragraphs (i) and (ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act") that are incorporated by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        B.    That, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        C.    Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 14 above, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Menlo Park, California, on April 18, 2002.

DepoMed, Inc.
By	/s/  JOHN W. FARA John W. Fara, Ph.D. Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Fara, Ph.D. and John F. Hamilton, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-3 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/  JOHN W. FARA John W. Fara, Ph.D.	Chairman, President and Chief Executive Officer (Principal Executive Officer)	April 18, 2002
/s/  JOHN N. SHELL John N. Shell	Vice President, Operations and Director	April 18, 2002
/s/  JOHN F. HAMILTON John F. Hamilton	Vice President, Finance and Chief Financial Officer (Principal Accounting and Financial Officer)	April 18, 2002
/s/  G. STEVEN BURRILL G. Steven Burrill	Director	April 18, 2002
/s/  JOHN W. SHELL John W. Shell, Ph.D.	Director	April 18, 2002

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/s/  JULIAN N. STERN Julian N. Stern	Director	April 18, 2002
/s/  W. LEIGH THOMPSON W. Leigh Thompson, M.D., Ph.D.	Director	April 18, 2002

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DEPOMED, INC.

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
4.1		Form of Subscription Agreement
4.2		Placement Agent Warrant
4.3	(1)	Registration Rights Agreement dated January 21, 2000 between the Registrant and Elan International Services, Ltd.
5.1		Opinion of Heller Ehrman White & McAuliffe LLP
10.1	(1)	Securities Purchase Agreement dated January 21, 2000 between the Registrant and Elan International Services, Ltd.
23.1		Consent of Heller Ehrman White & McAuliffe LLP (filed as part of Exhibit 5.1)
23.2		Consent of Ernst & Young LLP, Independent Auditors
24.1		Power of Attorney (included on page II-4)

(1)

Incorporated by reference to the Registrant's Form 8-K filed on February 18, 2000

QuickLinks

ABOUT THE COMPANY
RISK FACTORS
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
USE OF PROCEEDS
SELLING SHAREHOLDERS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.
Item 15. Indemnification of Officers and Directors.
Item 16. Exhibits.
Item 17. Undertakings.

SIGNATURES
POWER OF ATTORNEY
DEPOMED, INC. EXHIBIT INDEX