DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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):  August 21, 2015

DEPOMED, INC.

(Exact name of registrant as specified in its charter)

California	001-13111	94-3229046
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7999 Gateway Blvd., Suite 300, Newark, California 94560
(Address of principal executive offices) (Zip Code)

(510) 744-8000
(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

xSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01Other Events.

On August 21, 2015, Depomed, Inc. (“Depomed”) sent a letter to Horizon Pharma plc (“Horizon”) in connection with Horizon’s requests for Depomed to set a record date to determine shareholders entitled to request a special shareholders meeting.  A copy of Depomed’s August 21 correspondence is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety.

Important Additional Information

Depomed intends to file a revocation statement and revocation card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with a proposed solicitation by Horizon Pharma plc to be able to call a special meeting of Depomed shareholders (the “Horizon Special Meeting Solicitation”).  INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE REVOCATION STATEMENT (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS) AND OTHER DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.

These documents, including any solicitation statement (and amendments or supplements thereto) and other documents filed by Depomed with the SEC, will be available for no charge at the SEC’s website at http://www.sec.gov and at the investor relations section of Depomed’s website at http://www.depomed.com.  Copies may also be obtained by contacting Depomed’s Investor Relations by mail at 7999 Gateway Blvd., Suite 300, Newark, CA 94560 or by telephone at 510-744-8000.

Certain Information Regarding Participants

Depomed, its directors and certain of its executive officers may be deemed to be participants in the solicitation of revocations in connection with the Horizon Special Meeting Solicitation.  Information regarding the names of Depomed’s directors and executive officers and their respective interests in Depomed by security holdings or otherwise is set forth in Depomed’s proxy statement for the 2015 Annual Meeting of Shareholders, filed with the SEC on April 6, 2015.  To the extent holdings of such participants in Depomed’s securities have changed since the amounts described in the 2015 proxy statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information can also be found in Depomed’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 26, 2015 and in Depomed’s latest Quarterly Report on Form 10-Q.

Item 9.01Financial Statements and Exhibits.

(d)              Exhibits.

The following exhibit is filed as part of this Report.

Exhibit Number	Description
99.1	Letter from Depomed to Horizon, dated August 21, 2015

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SIGNATURES

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.

	DEPOMED, INC.
Date: August 21, 2015
	/s/ Matthew M. Gosling
	Matthew M. Gosling
	Senior Vice President and General Counsel

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EX-99.1

Exhibit 99.1

August 21, 2015

Via E-mail and Overnight Mail

Horizon Pharma plc
 c/o Horizon Pharma, Inc.
520 Lake Cook Road, Suite 520
Deerfield, IL 60015

Attention:  Timothy P. Walbert

Chairman, President and CEO

Re:  Your August 3, August 12 and August 19 Correspondence

Ladies and Gentlemen:

We are in receipt of your correspondence dated, August 3, 2015, August 12, 2015 and August 19, 2015, related to your request to have the Board of Directors of Depomed, Inc. (“Depomed”) set a record date to determine those shareholders who are entitled to vote to call a special meeting.

Your August 3 letter included a proposal by which Depomed’s shareholders would vote to determine whether each member of Depomed’s Board of Directors would be removed “effective” as of the election of replacement directors at a second, subsequent, shareholder meeting.  Given that your letter failed to make a proposal to fill those vacancies and failed to identify any proposed replacement directors, it was unclear what was contemplated, and how Depomed’s Board of Directors could continue to effectively operate, in the event that your August 3 proposal was adopted.

Also on August 3, 2015 you publicly filed a preliminary solicitation statement with the SEC and issued a press release that also failed to identify any of your proposed nominees.

On August 19, 2015, two and a half weeks after your initial letter and more than a week after we asked you for clarification, you finally revealed your slate of nominees and modified your proposal to actually seek the election of directors to fill the vacancies on the Board that would have been created if your August 3 proposal was adopted.  In other words, you have now acknowledged that your August 3 proposal was premature, and appears to have been little more than an attempt to attract public attention for an acquisition proposal that we believe most of Depomed’s largest shareholders do not support.

As you know, from the date of delivery of a valid request for a record date, our Bylaws provide the Board with a period of up to 28 days to set a record date, which may be fixed up to 60 days later.  Our Bylaws also expressly require that only matters set forth in a valid record date request may be brought by shareholders at a shareholder-called special meeting.  Your proposal to elect new directors obviously was not part of your August 3 request.

Although you are not entitled to retroactively incorporate your August 19 materials into your August 3, 2015 request, we are willing to entertain a consolidated record date request notice to be deemed delivered on August 19, 2015.  This would permit holding a single special meeting at which shareholders can vote on the simultaneous removal and replacement of the incumbent Board.  We would review such consolidated record date request notice within the period prescribed by our Bylaws such that, if your request notice is otherwise valid under our Bylaws, the request record date would be no later than November 15, 2015.  If instead you elect to pursue your August 3 proposal as initially submitted, without consideration of your proposed slate, please promptly let us know.

Needless to say, it has been your own haphazard approach that has given rise to these issues.  We hope for the benefit of our company, shareholders and good corporate process that you will pursue a removal and replacement at the same proposed shareholder meeting.

Sincerely,
Depomed, Inc.
By:	/s/ Matthew M. Gosling
	Name: Matthew M. Gosling
	Title: Senior Vice President and General Counsel