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):  March 21, 2007

 

DEPOMED, INC.

(Exact name of registrant as specified in its charter)

 

 

1360 O’Brien Drive, Menlo Park, California  94025

(Address of principal executive offices, with zip code)

 

(650) 462-5900

(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)

 

o  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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

 

Effective March 21, 2007, the Board of Directors of Depomed, Inc. (the “Company”) appointed David B. Zenoff as a director of the Company.  Since 1973, Dr. Zenoff has been the President of David B. Zenoff and Associates, Inc., a strategic and management consulting firm.  Dr. Zenoff has taught at various universities, including Stanford University Graduate School of Business, Columbia Graduate School of Business, and IMEDE in Lausanne, Switzerland.  Dr. Zenoff holds a B.A. from Stanford University, and M.B.A. and doctorate degrees from Harvard University.  Dr. Zenoff is also a member of the board of directors of Williams-Sonoma, Inc.

In connection with his appointment to the Board, Dr. Zenoff received an automatic grant of an option to purchase 25,000 shares of the Company’s common stock under the Company’s 2004 Equity Incentive Plan (the “2004 Plan”).  The exercise price of the option is $3.59 per share, and the option vests and becomes exercisable in 48 equal monthly installments.  Dr. Zenoff will also receive the cash compensation payable to non-employee directors pursuant to the Company’s non-employee director compensation policy, and annual option grants to purchase 15,000 shares of common stock pursuant to the automatic option grant provisions of the 2004 Plan.  The Company has entered into its standard form of indemnification agreement with Dr. Zenoff.

The Board has not yet determined the committees of the Board on which Dr. Zenoff may serve.

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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: March 23, 2007	By:	/s/ John F. Hamilton
		John F. Hamilton
		Vice President, Finance and
		Chief Financial Officer