8-K

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):  April 25, 2016

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)

oSoliciting 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 1.01Entry into a Material Definitive Agreement.

On April 25, 2016, Depomed, Inc. (the “Company”), entered into the First Amendment to Rights Agreement (the “Amendment”) between the Company and Continental Stock Transfer & Trust Company, as Rights Agent, that amends the Rights Agreement dated July 12, 2015 (the “Rights Agreement”) between the Company and the Rights Agent.

The Amendment is intended to permit shareholders that beneficially own 5% or more of the Company’s outstanding shares to obtain revocable proxies or consents from other shareholders for the sole purpose of requesting or demanding a special meeting of shareholders of the Company pursuant to Section 600(d) of the California Corporations Code without triggering the Rights Agreement (provided that such proxy or consent does not grant any right or power to vote the underlying securities at such special meeting or any other meeting of shareholders of the Company).

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 4.2 and is incorporated herein by reference in its entirety.

Item 3.03Material Modification of Rights of Security Holders.

The description of the Amendment to the Rights Agreement discussed in Item 1.01 above is incorporated herein by reference in its entirety.

Item 8.01Other Events.

On April 25, 2016, the Company sent a letter to Starboard Value and Opportunity Master Fund Ltd. (“Starboard”) and issued a press release indicating that the record date to determine shareholders entitled to request a special shareholders meeting to vote on the proposals contained in Starboard’s April 7, 2016 record date request will be April 26, 2016.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety.

Item 9.01Financial Statements and Exhibits.

(d)              Exhibits.

The following exhibits are filed as part of this Report.

Exhibit Number	Description
4.2	First Amendment to Rights Agreement, dated as of April 25, 2016 by and between the Company and Continental Stock Transfer & Trust Company, as rights agent.
99.1	Press release, dated April 25, 2016.

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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: April 25, 2016
	/s/ Matthew M. Gosling
	Matthew M. Gosling
	Senior Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
4.2	First Amendment to Rights Agreement, dated as of April 25, 2016 by and between the Company and Continental Stock Transfer & Trust Company, as rights agent.
99.1	Press release, dated April 25, 2016.

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EX-4.2

Exhibit 4.2

FIRST AMENDMENT TO

RIGHTS AGREEMENT

This FIRST AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) entered into as of April 25, 2016, is by and between Depomed, Inc., a California corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Rights Agent”).  All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in that certain Rights Agreement dated as of July 12, 2015 by and between the Company and the Rights Agent (the “Rights Agreement”).

RECITALS

WHEREAS, the Company and the Rights Agent are parties to the Rights Agreement; and

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent desire to amend the Rights Agreement as set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual agreements herein set forth, the parties hereby agree as follows:

1.             Amendment of Section 1.  Subparagraph (i) of the definition of “Beneficial Owner” set forth in Section 1 of the Rights Agreement is hereby amended and restated to read in its entirety as follows:

“(i) that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, is the “beneficial owner” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement) or otherwise has the right to vote or dispose of, including pursuant to any agreement, arrangement or understanding (whether or not in writing); provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially own,” any security under this subparagraph (i) as a result of an agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding: (A) arises solely from either (I) a revocable proxy or consent given in response to a public (i.e., not including a solicitation exempted by Rule 14a-2(b)(2) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement) proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act, or (II) a revocable proxy or consent given to a Designated Shareholder (or an Affiliate or representative thereof) for the sole purpose of requesting or demanding a special meeting of shareholders of the Company pursuant to Section 600(d) of the California Corporations Code (provided that such proxy or consent does not grant any right or power to vote the underlying securities at such special meeting or any other meeting of shareholders of the Company), (B) is not then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report) and (C) does not constitute a trust, proxy, power of attorney or other device with the purpose or effect of allowing two or more persons, acting in concert, to avoid being deemed “beneficial owners” of such security or otherwise avoid the status of “Acquiring Person”

under the terms of this Agreement or as part of a plan or scheme to evade the reporting requirements under Schedule 13D or Sections 13(d) or 13(g) of the Exchange Act;”

2.             Amendment of Section 1.  The second sentence of the definition of “Person” set forth in Section 1 of the Rights Agreement is hereby amended by deleting the word “public” from clause (i) thereof.

3.             Amendment of Section 1.  Section 1 of the Rights Agreement is hereby amended to add the following:

“‘Designated Shareholder’ shall mean a Person who (i) together with such Person’s Affiliates and Associates, is the Beneficial Owner of 5% or more of the shares of Common Stock then outstanding and (ii) has reported such beneficial ownership on Schedule 13D under the Exchange Act (or any comparable or successor report).”

4.             New Section 35.  The Rights Agreement is hereby amended to add Section 35 to read as follows:

“Section 35.          Exempted Meeting Solicitation.  Notwithstanding anything to the contrary in this Agreement, (i) no Person shall be deemed an Acquiring Person, either individually or collectively, solely as a result of making or receiving a solicitation of, or granting or receiving, a revocable proxy or consent given to a Designated Shareholder (or an Affiliate or representative thereof) for the sole purpose of requesting or demanding a special meeting of shareholders of the Company pursuant to Section 600(d) of the California Corporations Code (provided that such proxy or consent does not grant any right or power to vote the underlying securities at such special meeting or any other meeting of shareholders of the Company) (an “Exempted Meeting Solicitation”) and (ii) no Distribution Date, Stock Acquisition Date, Flip-In Event or Flip-Over Event shall occur solely as a result of any Exempted Meeting Solicitation, and accordingly any Exempted Meeting Solicitation shall not have any of the effects specified in Section 11(a)(ii) and 13(a).”

5.             Agreement as Amended.  The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby. Except as set forth herein, the Rights Agreement shall remain in full force and effect and otherwise shall be unaffected hereby, and each of the Company and the Rights Agent shall continue to be subject to its terms and conditions.

6.             Severability.  If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Without limiting the foregoing, if any provision requiring that a determination be made by less than the entire Board of Directors of the Company is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, such determination shall then be made by the entire Board of Directors of the Company.

7.             Governing Law.  This Amendment shall be deemed to be a contract made under the laws of the State of California and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

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8.             Counterparts.  This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

9.             Descriptive Headings.  Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed as of the date first above written.

DEPOMED, INC.
By:	/s/ Matthew M. Gosling
	Name:	Matthew M. Gosling
	Title:	Senior Vice President, General Counsel and Secretary
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:	/s/ Stacy Aqui
	Name:	Stacy Aqui
	Title:	Vice President

EX-99.1

Exhibit 99.1

Depomed Announces Record Date to Determine Shareholders Entitled to Request Special Meeting

NEWARK, Calif., April 25, 2016 – Depomed, Inc. (NASDAQ: DEPO) (“Depomed” or the “Company”) today announced that it has established the close of business on April 26, 2016 as the Request Record Date to determine shareholders entitled to request the Special Meeting of Shareholders (the “Special Meeting”) proposed by Starboard Value LP (“Starboard”).

Starboard now has 30 days to submit a request to hold a Special Meeting signed by holders of 10% or more of the Company’s shares as of the Request Record Date. The date of such Special Meeting will be established by Starboard and could occur within 35-60 days after Starboard submits the meeting request.  Recognizing Starboard’s communications to Depomed regarding making this an efficient process and Starboard’s stated need to immediately bring to a vote the replacement of the entire Board, Depomed proposes to hold the meeting as soon as possible.

Today Depomed sent the following letter to Starboard:

April 25, 2016

Starboard Value and Opportunity Master Fund Ltd

c/o Starboard Value LP

777 Third Avenue, 18th Floor

New York, New York 10017

Attention:  Jeffrey C. Smith

Dear Jeff,

Depomed is in receipt of your letter dated April 7, 2016 in which you ask to set a “Request Record Date” under our Bylaws to commence the process of calling a Special Meeting of Shareholders (“Special Meeting”) to remove our entire Board of Directors (“Board”).

Depomed’s Board has fixed the close of business on April 26, 2016 as the Request Record Date in relation to your April 7 proposals.  Depomed’s Board is also amending its Shareholder Rights Plan, allowing Starboard to immediately submit its request for a proposed Special Meeting without conducting a public solicitation, since Starboard and its affiliates have filed materials with the SEC reporting ownership of 9.9% of the outstanding shares of Depomed.

Per Depomed’s Bylaws, our Board has up to 28 days to evaluate any request for a Request Record Date and to then set such Request Record Date, which can be no more than 60 days from the date of the Board’s decision.  We note that the Company received your request for a Request Record Date on April 7, 2016.  The Request Record Date established by the Board is 19 days after the receipt of your request and documentation.

Starboard now has up to 30 days to deliver official notice to the Board of the date of the Special Meeting (“Notice”). As Starboard is already the owner of 9.9% of the Depomed shares and only requires the support of an additional 0.1% of shares to request the Special Meeting, we encourage you to deliver such request as soon as possible.  In accordance with California law, the Special Meeting must be scheduled between 35 and 60 days after delivery of such Notice.  Therefore, the Special Meeting may take place between June 1 and July 25, 2016 depending on the date of the delivery of the Notice and the length of time established by Starboard between the Notice and the Special Meeting.

We also note that you have indicated your intent to modify your initial slate of nominees prior to the Request Record Date.  Please submit your revised slate as soon as possible so shareholders will have adequate time to consider their qualifications.

Depomed believes that the selection of an early meeting date is in the best interest of Depomed and its shareholders.  Based upon Starboard’s stated goals of making this an efficient process and its stated need to immediately bring to a vote the replacement of the entire Board, we encourage you and your advisors to work collaboratively with us to hold the Special Meeting as soon as possible.

Sincerely,

James A. Schoeneck

President and Chief Executive Officer

About Depomed

Depomed is a leading specialty pharmaceutical company focused on enhancing the lives of the patients, families, physicians, providers and payers we serve through commercializing innovative products for pain and neurology related disorders. Depomed markets six medicines with areas of focus that include mild to severe acute pain, moderate to severe chronic pain, neuropathic pain, migraine and breakthrough cancer pain. Depomed is headquartered in Newark, California. To learn more about Depomed, visit www.depomed.com.

Investor Contact:

Depomed, Inc.

August J. Moretti

Chief Financial Officer

510-744-8000

amoretti@depomed.com

or

Christopher Keenan

VP, Investor Relations and Corporate Communications

510-744-8000

ckeenan@depomed.com

Innisfree M&A Incorporated

Larry Miller / Jonathan Salzberger / Scott Winter

212-750-5833

Media Contact:

Joele Frank, Wilkinson Brimmer Katcher

Eric Brielmann

415-869-3950

Andy Brimmer / Averell Withers / Adam Pollack

212-355-4449