Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Under
the Securities Exchange Act of 1934
(Amendment No. 4)
DepoMed, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
249908-10-4
(CUSIP Number)
Arlene Fong
VP, Finance and Secretary
Biovail Laboratories International SRL
Chelston Park, Building 2
Collymore Rock
St. Michael, Barbados, West Indies
Tel: (246) 437-7080
Fax: (246) 437-7085
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 5, 2008
(Date
of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 249908-10-4 |
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(1) |
Name of Reporting Persons I.R.S.
Identification Nos. of Above Persons (Entities Only) |
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(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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(3) |
SEC Use Only |
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(4) |
Source
of Funds (See Instructions) |
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(5) |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) x |
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(6) |
Citizenship or Place of
Organization |
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Number of |
(7) |
Sole
Voting Power |
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(8) |
Shared
Voting Power |
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(9) |
Sole
Dispositive Power |
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(10) |
Shared Dispositive Power |
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(11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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(12) |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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(13) |
Percent
of Class Represented by Amount in Row (11) |
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(14) |
Type
of Reporting Person (See Instructions) |
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** Determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and based on the number of outstanding shares of common stock, no par value (“Common Stock”) of DepoMed, Inc. (“DepoMed”) on August 5, 2008 (as reported in the Quarterly Report on Form 10-Q of DepoMed for the quarterly period ended June 30, 2008). The information set forth in line items 7, 9, 11 and 13 includes 2,465,878 shares of Common Stock acquired by Biovail Laboratories International SRL (“Biovail Laboratories”) pursuant to a Stock Purchase Agreement dated May 28, 2002, 1,626,154 shares of Common Stock acquired by Biovail Laboratories pursuant to a Stock Purchase Agreement dated April 21, 2003, 150,000 shares of Common Stock acquired by Biovail Laboratories on May 2, 2006 pursuant to the partial exercise of the Warrant (as such term is defined in Amendment No. 1) and 160,476 shares of Common Stock acquired by Biovail Laboratories on April 11, 2008 pursuant to the cashless exercise of the remainder of the Warrant, less 1,195,636 shares of Common Stock sold by Biovail Laboratories between August 12, 2008 and August 27, 2008 and 841,885 shares of Common Stock sold by Biovail Laboratories between August 28, 2008 and September 12, 2008. Biovail Laboratories is a wholly-owned subsidiary of Biovail Corporation.
This Amendment No. 4 (this “Amendment No. 4”) amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on October 25, 2002, as amended and supplemented by Amendment No. 1 filed on May 2, 2003, Amendment No. 2 filed on April 11, 2008 and Amendment No. 3 filed on August 28, 2008 (as so amended, the “Schedule 13D”), by Biovail Laboratories with respect to Common Stock of DepoMed. Unless otherwise indicated herein, all items in the Schedule 13D not amended hereby remain in full force and effect. Capitalized terms used but not otherwise defined herein shall have the meanings heretofore ascribed to such terms in the Schedule 13D.
As described in Item 3 to Amendment No. 1 to this Schedule 13D, Biovail Laboratories and certain other parties have severally, but not jointly, covenanted with DepoMed to vote all shares of voting stock of DepoMed owned or controlled by each such party in favor of two persons to be nominated by certain Purchasers to serve as members of the board of directors of DepoMed, provided certain conditions are met (the “Voting Commitments”). As of the date hereof, sufficient information is not publicly available in order to determine the number of shares of Common Stock of DepoMed beneficially owned collectively by Biovail Laboratories and all such other parties which are subject to a Voting Commitment. As a result of the Voting Commitments, Biovail Laboratories and the other parties subject to Voting Commitments may be deemed to constitute a “group” for the purposes of Section 13(d) of the Exchange Act. Biovail Laboratories expressly disclaims that it is a member of a “group” with respect to such securities. The filing of this Amendment No. 4 to the Schedule 13D shall not be construed as an admission that Biovail Laboratories and Biovail Corporation are, for purposes of Sections 13(d) of the Exchange Act or otherwise, the beneficial owners of any securities of DepoMed other than the 2,364,987 shares of Common Stock identified above and Biovail Laboratories and/or Biovail Corporation expressly disclaim any beneficial ownership of any securities of DepoMed other than the 2,364,987 shar es of Common Stock identified above.
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Item 1. |
Security and Issuer |
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No change. |
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Item 2. |
Identity and Background |
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The following hereby amends and restates only the fifth, sixth and seventh paragraphs (including Appendix A referred to therein) of Item 2:
Appendix A attached hereto and incorporated herein by reference sets forth, with respect to each executive officer and each director of Biovail Laboratories and each executive officer and each director of Biovail Corporation, the following information: (a) name; (b) residence or business address; (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (d) citizenship of such person.
Biovail Laboratories has not, and to the best of Biovail Laboratories’ knowledge, the persons set forth on Appendix A hereto have not, during the last five years preceding the date of the transactions described in this Amendment No. 4, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been parties to a civil proceeding before a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Biovail Corporation has not, and to the best of Biovail Corporation’s knowledge, the persons set forth on Appendix A hereto have not, during the last five years preceding the date of the transactions described in this Amendment No. 4, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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No change. |
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Item 4. |
Purpose of Transaction |
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No change. |
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Item 5. |
Interest in Securities of the Issuer |
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Item 5 is hereby amended and restated by the following:
(a) Based on public filings of DepoMed, Biovail Laboratories believes it is the beneficial owner of 2,364,987 shares of Common Stock or 4.9% of the outstanding shares of Common Stock (determined in accordance with Rule 13d-3 under the Exchange Act and based on the number of outstanding shares of Common Stock of DepoMed on August 5, 2008, as reported in the Quarterly Report on Form 10-Q of DepoMed for the quarterly period ended June 30, 2008). |
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This number of shares and percentage of shares outstanding includes 2,465,878 shares of Common Stock acquired by Biovail Laboratories pursuant to a Stock Purchase Agreement dated May 28, 2002, 1,626,154 shares of Common Stock acquired by Biovail Laboratories pursuant to a Stock Purchase Agreement dated April 21, 2003, 150,000 shares of Common Stock acquired by Biovail Laboratories on May 2, 2006 pursuant to the partial exercise of the Warrant and 160,476 shares of Common Stock acquired by Biovail Laboratories on April 11, 2008 pursuant to the cashless exercise of the remainder of the Warrant, less 1,195,636 shares of Common Stock sold by Biovail Laboratories between 12 August, 2008 and 27 August, 2008 and 841,885 shares of Common Stock sold by Biovail Laboratories between 28 August 2008 and 12 September 2008.
The information contained in Item 2 (as amended herein) and Item 3 of this Schedule 13D is hereby incorporated by reference herein.
(b) Biovail Laboratories has the sole power to vote and the sole power to dispose of all such shares referred to in (a) above.
(c) Since the most recent filing on Schedule 13D by Biovail Laboratories, Biovail Laboratories has made sales of shares of Common Stock as set forth in the table below: |
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Sale Date |
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No. of Shares |
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Average Sale |
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Where |
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8/28/2008 |
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106,600 |
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4.3374 |
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Nasdaq |
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8/29/2008 |
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84,100 |
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4.3571 |
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Nasdaq |
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9/2/2008 |
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67,448 |
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4.3105 |
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Nasdaq |
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9/3/2008 |
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131,601 |
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4.3310 |
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Nasdaq |
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9/4/2008 |
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67,800 |
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4.2811 |
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Nasdaq |
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9/5/2008 |
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88,756 |
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4.2691 |
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Nasdaq |
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9/8/2008 |
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115,800 |
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4.2714 |
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Nasdaq |
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9/9/2008 |
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71,000 |
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4.2808 |
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Nasdaq |
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9/10/2008 |
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40,910 |
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4.2558 |
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Nasdaq |
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9/11/2008 |
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2,380 |
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4.2649 |
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Nasdaq |
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9/12/2008 |
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65,490 |
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4.2611 |
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Nasdaq |
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(d) N/A.
(e) September 12, 2008 |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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No change. |
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Item 7. |
Material to be Filed as Exhibits |
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No change. |
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5
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: September 19, 2008 |
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Biovail Laboratories International SRL |
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by |
/s/ Arlene Fong |
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Name: |
Arlene Fong |
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Title: |
VP Finance and Secretary |
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APPENDIX A
The tables below set forth with respect to each executive officer and director of Biovail Laboratories and each executive officer and director of Biovail Corporation, the following information: (a) name; (b) residence or business address; (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (d) citizenship of such person.
Executive Officers and Directors of Biovail Laboratories International SRL (“BLS”)
(a) Name |
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(b) Residence or Business Address |
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(c) Present Occupation |
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(d) Citizenship |
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William (Bill) Wells |
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Chelston Park, Building 2, |
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Director and President of BLS and Director and CEO of Biovail Corporation |
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USA |
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Michel Chouinard |
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Chelston Park, Building 2, |
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Director and Chief Operating Officer of BLS |
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Canadian |
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Arlene Fong |
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Chelston Park, Building 2, |
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Director and VP, Finance and Secretary of BLS |
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Canadian |
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Wendy Kelley |
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90 Forest Hill Road |
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SVP, General Counsel and Corporate Secretary of Biovail Corporation |
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Canadian |
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Ralph Taylor |
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Lot 12 Calijanda, Westmoreland |
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Chairman and Managing Director of Almond Beach Village |
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Barbados |
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Sir Louis Tull |
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Cottage Heights |
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Retired |
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Barbados |
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Jean-Luc
Martre |
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Chelston Park, Building 2, |
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VP, Commercial Operations of BLS |
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Canadian |
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Executive Officers and Directors of Biovail Corporation
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(a) Name |
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(b) Residence or Business Address |
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(c) Present Occupation |
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(d) Citizenship |
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Douglas Squires |
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3540 Aquetong Road |
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Chairman of the Board of Directors of Biovail Corporation |
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Canadian |
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William (Bill) Wells |
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Chelston Park, Building 2, |
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CEO of Biovail Corporation and President of BLS |
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USA |
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St. Michael |
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Barbados, West Indies |
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Larry Paul |
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10940 Wilshire Boulevard |
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Manager Partner, |
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USA |
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Director |
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Suite 600 |
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Laurel-Crown Partners LLC |
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Los Angeles, California 90024 |
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Michael Van Every |
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Wyndstone Farm |
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Retired |
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Canadian |
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Director |
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5235 16th Sideroad |
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Nobleton, Ontario L0G 1N0 |
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Lloyd Segal |
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7150 Alexander-Fleming |
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Chief Executive Officer, |
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Canadian |
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Director |
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Ville St. Laurent, Quebec H4S 2C8 |
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Thallion Pharmaceuticals Inc. |
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Serge Gouin |
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612 Saint-Jacques St. |
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Chairman of Quebecor Media Inc. |
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Canadian |
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David Laidley |
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1 Place Ville Marie, Suite 3000 |
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Retired |
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Canadian |
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Director |
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Montreal, Quebec H3B 4T9 |
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J. Spencer Lanthier |
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60 St. Clair Ave. East, Suite 209 |
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Retired |
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Canadian |
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Director |
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Toronto, Ontario M4T 1N5 |
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Mark Parrish |
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9109 Eversole Run Rd. |
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President of International Association of Pharmaceutical Wholesalers and Senior Adviser, Frazer Healthcare Ventures |
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USA |
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Robert N. Power |
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24 Fox Ridge Dr. |
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Retired |
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USA |
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Peggy Mulligan |
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259 Indian Valley Trail |
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Chief Financial Officer of Biovail Corporation |
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Canadian |
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Mark Durham |
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75 Prospect Street |
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SVP, Corporate Human Resources and Information Technology of Biovail Corporation |
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Canadian |
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(a) Name |
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(b) Residence or Business Address |
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(c) Present Occupation |
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(d) Citizenship |
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Gilbert Godin |
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869 Goshen Road |
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EVP, Chief Operating Officer of Biovail Corporation |
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Canadian |
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Wendy Kelley |
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90 Forest Hill Road |
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SVP, General Counsel and Corporate Secretary of Biovail Corporation |
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Canadian |
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Greg Gubitz |
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17474 Humber Station Road |
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SVP, Corporate Development of Biovail Corporation |
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Canadian |
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