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 10, 2015

 

 

DEPOMED, INC.

(Exact name of registrant as specified in its charter)

 

 

 

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):

 

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

 

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

 

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

 

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

 

 

 

Item 8.01              Other Events.

 

On August 10, 2015, Depomed, Inc. sent a letter to Horizon Pharma plc (“Horizon”) related to Horizon’s request for a record date to determine shareholders eligible to request a special shareholders meeting.  A copy of the letter is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

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 9.01              Financial Statements and Exhibits.

 

(d)             Exhibits.

 

The following exhibit is filed as part of this Report.

 

Exhibit Number		Description
99.1		Letter to Horizon Pharma plc, dated August 10, 2015

 

2

 

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 10, 2015
	/s/ Matthew M. Gosling
	Matthew M. Gosling
	Senior Vice President and General Counsel

 

3

Exhibit 99.1

 

 

August 10, 2015

 

Via Registered Mail and E-MAIL

 

Horizon Pharma Public Limited Company
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 Correspondence

 

Ladies and Gentlemen:

 

Reference is made to the following letters from Horizon Pharma, Inc. to Depomed, Inc. (“Depomed” or the “Company”): (i) August 3, 2015 letter (Re Shareholder Request to Set a Request Record Date for Determining Shareholders Entitled to Request a Special Meeting of the Shareholders of Depomed, Inc.) (the “Request Record Date Letter”); and (ii) August 3, 2015 letter (Re Clarification With Respect to Shareholder Request for a Special Meeting of the Shareholders of Depomed, Inc.) (the “Supplemental Letter”).

 

Depomed is in the process of reviewing your Request Record Date Letter.  There is a threshold issue, however, as to which we would appreciate further clarification in order to facilitate our review:  We understand that you are seeking to call a special meeting to remove the entire Board of Directors to advance your acquisition proposal, but your request appears to be premature given that you have not yet identified any director nominees.  Please confirm that under your proposal, as submitted on August 3, incumbent directors would remain in office even if the shareholders have voted to remove them.  We look forward to your response and clarification as we continue our work in the coming days.

 

Please be advised that we will consider your inquiries in the Supplemental Letter in the context of reviewing your Request Record Date Letter and will respond in due course.  We do intend to take appropriate steps to make sure that beneficial owners of our shares (including institutional investors) unaffiliated to you will not be required provide information that would not be customary for a solicitation process of this nature.  While we are mindful of your expressed urgency, our interest is to make sure that all shareholders, including institutional investors,  receive all appropriate information to make a fully informed decision regarding your proposed solicitation, and that there is an orderly process for the extraordinary corporate action that you are proposing.

 

Finally, we note a reference in your preliminary solicitation materials filed with the SEC to a July 2, 2015 letter from Horizon to Depomed.  As far as we know, we have received no such letter, so would appreciate if you could forward us a copy.

 

We look forward to your response and cooperation on these matters.

 

Sincerely,

 

Depomed, Inc.

 

 

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