UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q/A

 

(Amendment No. 1)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED June 30, 2012

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE TRANSITION PERIOD FROM        TO      

 

COMMISSION FILE NUMBER 001-13111

 

DEPOMED, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

1360 O’BRIEN DRIVE

MENLO PARK, CALIFORNIA 94025

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

 

(650) 462-5900

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act.

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

 

The number of issued and outstanding shares of the Registrant’s Common Stock, no par value, as of August 1, 2012 was 56,028,068.

 

 

 

Explanatory Note

 

Depomed, Inc. (Depomed or the Company) is filing this Amendment No. 1 (this “Form 10-Q/A”) to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the Securities and Exchange Commission on August 3, 2012 (the “Form 10-Q”), for the sole purpose of correcting errors within its Interactive Data File included in the Form 10-Q filing as Exhibit 101. In the previously-furnished Interactive Data File, Note 2 - Cash, cash equivalents and marketable securities was not block-text tagged and tables from the block-text tagging of Note 7 - Comprehensive income (loss) and Note 9 - Accounts payable and accrued liabilities were not included. No other changes have been made to the Form 10-Q. This Form 10-Q/A continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-Q.

 

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ITEM 6. EXHIBITS

 

(a)   Exhibits

 

3.1 (1)		Amended and Restated Articles of Incorporation
3.2 (2)		Certificate of Amendment to Amended and Restated Articles of Incorporation
3.3 (3)		Certificate of Determination of Series RP Preferred Stock of the Company
3.4 (4)		Bylaws, as amended
4.1 (5)		Rights Agreement, dated as of April 21, 2005, between the Company and Continental Stock Transfer and Trust Company as Rights Agent
10.1 †		Asset Purchase Agreement between Depomed , Inc. and Xanodyne, Inc.
10.2 †		2004 Employee Stock Purchase Plan (as amended May 15, 2012)
10.3 †		Form of Management Continuity Agreement between the Company and certain officers of the Company
31.1 †		Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of James A. Schoeneck
31.2 †		Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of August J. Moretti
32.1 †		Certification pursuant to 18 U.S.C. Section 1350 of James A. Schoeneck
32.2 †		Certification pursuant to 18 U.S.C. Section 1350 of August J. Moretti
101 *		Interactive Data Files pursuant to Rule 405 of Regulation S-T

 

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act, are deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise are not subject to liability under these sections.

 

†           Previously filed

 

(1)         Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-25445)

 

(2)         Incorporated by reference to the Company’s Form 10-K filed on March 31, 2003

 

(3)         Incorporated by reference to the Company’s Form 10-Q filed on May 10, 2005

 

(4)         Incorporated by reference to the Company’s Form 8-K filed on April 19, 2005

 

(5)         Incorporated by reference to the Company’s Form 8-A filed on April 22, 2005

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No.1 to this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Date: August 13, 2012	DEPOMED, INC.
	/s/ James A. Schoeneck
	James A. Schoeneck
	President and Chief Executive Officer
	/s/ August J. Moretti
	August J. Moretti
	Chief Financial Officer

 

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