SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Depomed, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title and Class of Securities)
| 249908104 (CUSIP Number) |
December 10, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
The information required in 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.
| CUSIP No. 249908104 |
13G | Page 2 of 20 |
| 1 | Name of Reporting Person I.R.S. Identification No. of Above Person
Polygon Global Opportunities Master Fund |
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| 2 | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3 | SEC Use Only
|
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| 4 | Citizenship or Place of Organization
Cayman Islands, British West Indies |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power
0 6 Shared Voting Power
2,258,611 (See Item 4(a)) 7 Sole Dispositive Power
0 8 Shared Dispositive Power
2,258,611 (See Item 4(a)) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,258,611 |
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
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| 11 | Percent of Class Represented by Amount in Row (9)
6.5% |
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| 12 | Type of Reporting Person
OO |
| CUSIP No. 249908104 |
13G | Page 3 of 20 |
| 1 | Name of Reporting Person I.R.S. Identification No. of Above Person
Kings Road Investments Ltd. |
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| 2 | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3 | SEC Use Only
|
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| 4 | Citizenship or Place of Organization
Cayman Islands, British West Indies |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power
0 6 Shared Voting Power
2,242,933 (See Item 4(a)) 7 Sole Dispositive Power
0 8 Shared Dispositive Power
2,242,933 (See Item 4(a)) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,242,933 |
|||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11 | Percent of Class Represented by Amount in Row (9)
6.5% |
|||
| 12 | Type of Reporting Person
OO |
| CUSIP No. 249908104 |
13G | Page 4 of 20 |
| 1 | Name of Reporting Person I.R.S. Identification No. of Above Person
Polygon Investments Ltd. |
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| 2 | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3 | SEC Use Only
|
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| 4 | Citizenship or Place of Organization
Cayman Islands, British West Indies |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power
0 6 Shared Voting Power
2,258,611 (See Item 4(a)) 7 Sole Dispositive Power
0 8 Shared Dispositive Power
2,258,611 (See Item 4(a)) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,258,611 |
|||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11 | Percent of Class Represented by Amount in Row (9)
6.5% |
|||
| 12 | Type of Reporting Person
OO |
| CUSIP No. 249908104 |
13G | Page 5 of 20 |
| 1 | Name of Reporting Person I.R.S. Identification No. of Above Person
Polygon Investment Partners LP |
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| 2 | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3 | SEC Use Only
|
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| 4 | Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power
0 6 Shared Voting Power
2,258,611 (See Item 4(a)) 7 Sole Dispositive Power
0 8 Shared Dispositive Power
2,258,611 (See Item 4(a)) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,258,611 |
|||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11 | Percent of Class Represented by Amount in Row (9)
6.5% |
|||
| 12 | Type of Reporting Person
PN |
| CUSIP No. 249908104 |
13G | Page 6 of 20 |
| 1 | Name of Reporting Person I.R.S. Identification No. of Above Person
Polygon Investment Partners LLP |
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| 2 | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3 | SEC Use Only
|
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| 4 | Citizenship or Place of Organization
United Kingdom |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power
0 6 Shared Voting Power
2,258,611 (See Item 4(a)) 7 Sole Dispositive Power
0 8 Shared Dispositive Power
2,258,611 (See Item 4(a)) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,258,611 |
|||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11 | Percent of Class Represented by Amount in Row (9)
6.5% |
|||
| 12 | Type of Reporting Person
PN |
| CUSIP No. 249908104 |
13G | Page 7 of 20 |
| 1 | Name of Reporting Person I.R.S. Identification No. of Above Person
Polygon Investment Partners GP, LLC |
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| 2 | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3 | SEC Use Only
|
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| 4 | Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power
0 6 Shared Voting Power
2,258,611 (See Item 4(a)) 7 Sole Dispositive Power
0 8 Shared Dispositive Power
2,258,611 (See Item 4(a)) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,258,611 |
|||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11 | Percent of Class Represented by Amount in Row (9)
6.5% |
|||
| 12 | Type of Reporting Person
OO |
| CUSIP No. 249908104 |
13G | Page 8 of 20 |
| 1 | Name of Reporting Person I.R.S. Identification No. of Above Person
Reade E. Griffith |
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| 2 | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3 | SEC Use Only
|
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| 4 | Citizenship or Place of Organization
United States |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power
0 6 Shared Voting Power
2,258,611 (See Item 4(a)) 7 Sole Dispositive Power
0 8 Shared Dispositive Power
2,258,611 (See Item 4(a)) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,258,611 |
|||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11 | Percent of Class Represented by Amount in Row (9)
6.5% |
|||
| 12 | Type of Reporting Person
IN |
| CUSIP No. 249908104 |
13G | Page 9 of 20 |
| 1 | Name of Reporting Person I.R.S. Identification No. of Above Person
Alexander E. Jackson |
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| 2 | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3 | SEC Use Only
|
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| 4 | Citizenship or Place of Organization
United States |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power
0 6 Shared Voting Power
2,258,611 (See Item 4(a)) 7 Sole Dispositive Power
0 8 Shared Dispositive Power
2,258,611 (See Item 4(a)) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,258,611 |
|||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11 | Percent of Class Represented by Amount in Row (9)
6.5% |
|||
| 12 | Type of Reporting Person
IN |
| CUSIP No. 249908104 |
13G | Page 10 of 20 |
| 1 | Name of Reporting Person I.R.S. Identification No. of Above Person
Paddy Dear |
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| 2 | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3 | SEC Use Only
|
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| 4 | Citizenship or Place of Organization
United Kingdom |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power
0 6 Shared Voting Power
2,258,611 (See Item 4(a)) 7 Sole Dispositive Power
0 8 Shared Dispositive Power
2,258,611 (See Item 4(a)) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,258,611 |
|||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11 | Percent of Class Represented by Amount in Row (9)
6.5% |
|||
| 12 | Type of Reporting Person
IN |
| CUSIP No. 249908104 |
13G | Page 11 of 20 |
| Item 1 |
(a). |
Name of Issuer:
Depomed, Inc. (“Depomed”) |
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| Item 1 |
(b). |
Address of Issuer’s Principal Executive Offices:
1360 O’Brien Drive. Menlo Park, CA 94025 |
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| Item 2 |
(a). |
Name of Person Filing | ||||||||||
| Item 2 |
(b). |
Address of Principal Business Office | ||||||||||
| Item 2 |
(c). |
Citizenship
This Schedule 13G is filed on behalf of Polygon Global Opportunities Master Fund, Kings Road Investments Ltd., Polygon Investments Ltd., Polygon Investment Partners LP, Polygon Investment Partners GP, LLC, Polygon Investment Partners LLP, Mr. Reade Griffith, Mr. Alexander Jackson and Mr. Paddy Dear (the “Reporting Persons”).
Polygon Global Opportunities Master Fund (the “Master Fund”) c/o Polygon Investment Partners LLP 10 Duke of York Square London SW3 4LY United Kingdom Citizenship: Cayman Islands, British West Indies
Kings Road Investments Ltd. (“KRIL”) c/o Polygon Investment Partners LLP 10 Duke of York Square London SW3 4LY United Kingdom Citizenship: Cayman Islands, British West Indies
Polygon Investments Ltd. (the “Manager”) c/o Polygon Investment Partners LLP 10 Duke of York Square London SW3 4LY United Kingdom Citizenship: Cayman Islands, British West Indies
Polygon Investment Partners LLP (the “UK Investment Manager”) 10 Duke of York Square London SW3 4LY United Kingdom Citizenship: United Kingdom
Polygon Investment Partners LP (the “US Investment Manager”) 598 Madison Avenue 14th Floor New York, NY 10022 Citizenship: Delaware
Polygon Investment Partners GP, LLC c/o Polygon Investment Partners LP 598 Madison Avenue 14th Floor New York, NY 10022 Citizenship: Delaware |
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| CUSIP No. 249908104 |
13G | Page 12 of 20 |
| Reade E. Griffith (“Mr. Griffith”) c/o Polygon Investment Partners LLP 10 Duke of York Square London SW3 4LY United Kingdom Citizenship: United States
Alexander E. Jackson (“Mr. Jackson”) c/o Polygon Investment Partners LP 598 Madison Avenue 14th Floor New York, NY 10022 Citizenship: United States
Paddy Dear (“Mr. Dear”) c/o Polygon Investment Partners LLP 10 Duke of York Square London SW3 4LY United Kingdom Citizenship: United Kingdom |
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| Item 2 |
(d). |
Title of Class of Securities:
Common Stock, no par value per share, of Depomed (the “Common Stock”). |
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| Item 2 |
(e). |
Depomed Common Stock has the following CUSIP number: 249908104. | ||||||||||
| Item 3. |
Not Applicable. | |||||||||||
| Item 4 |
(a). | Amount Beneficially Owned: | ||||||||||
| As of December 10, 2004, each Reporting Person may be deemed to be the beneficial owner of 2,242,933 shares of Common Stock issuable to KRIL upon conversion of 15,821 shares of Series A convertible exchangeable preferred stock, no par value per share, of Depomed (the “Series A Preferred Stock”). | ||||||||||||
| As of December 10, 2004, each Reporting Person, other than KRIL, may be deemed the beneficial owner of 15,678 shares of Common Stock. | ||||||||||||
| Item 4 |
(b). | Percent of Class: | ||||||||||
| 6.5% | ||||||||||||
| Item 4 |
(c). | Number of shares as to which the Reporting Persons have: | ||||||||||
| Number of shares as to which KRIL has:
(i) sole power to vote or direct the vote: 0 |
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| CUSIP No. 249908104 |
13G | Page 13 of 20 |
| (ii) shared power to vote or to direct the vote: 2,242,933
(iii) the sole power to dispose of or to direct the disposition of: 0
(iv) shared power to dispose of or to direct the disposition of: 2,242,933
Number of shares as to which the Reporting Persons, other than KRIL, have:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or to direct the vote: 2,258,611
(iii) the sole power to dispose of or to direct the disposition of: 0
(iv) shared power to dispose of or to direct the disposition of: 2,258,611
All of the shares of Series A Preferred Stock are directly held by KRIL and all of the shares of Common Stock are directly held by the Master Fund. Each of the UK Investment Manager, the US Investment Manager and the Manager has the power to vote and dispose of the securities owned by the Master Fund and KRIL. Messrs. Griffith, Jackson and Dear control the UK Investment Manager, the US Investment Manager and the Manager. |
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| Item 5. |
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ |
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| Item 6. |
Ownership of More than Five Percent on Behalf of another Person | |||||||||
| Not Applicable. | ||||||||||
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. | |||||||||
| See Exhibit 1. | ||||||||||
| Item 8. |
Identification and Classification of Members of the Group. | |||||||||
| See Exhibit 2. | ||||||||||
| Item 9. |
Notice of Dissolution of the Group. | |||||||||
| Not Applicable. | ||||||||||
| Item 10. |
Certification. | |||||||||
| By signing below each of the undersigned certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||||||||
| CUSIP No. 249908104 |
13G | Page 14 of 20 |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
| Date: December 20, 2004 |
POLYGON GLOBAL OPPORTUNITIES MASTER FUND | |||
| By: | Polygon Investment Partners LLP, Its Investment Manager | |||
| By: | /s/ Paddy Dear | |||
| Name: | Paddy Dear | |||
| Title: | Principal | |||
| Date: December 20, 2004 |
KINGS ROAD INVESTMENTS LTD. | |||
| By: | Polygon Investment Partners LLP, Its Investment Manager | |||
| By: | /s/ Paddy Dear | |||
| Name: | Paddy Dear | |||
| Title: | Principal | |||
| Date: December 20, 2004 |
POLYGON INVESTMENTS LTD. | |||
| By: | /s/ Paddy Dear | |||
| Name: | Paddy Dear | |||
| Title: | Principal | |||
| Date: December 20, 2004 |
POLYGON INVESTMENT PARTNERS LP | |||
| By: | /s/ Paddy Dear | |||
| Name: | Paddy Dear | |||
| Title: | Principal | |||
| Date: December 20, 2004 |
POLYGON INVESTMENT PARTNERS LLP | |||
| By: | /s/ Paddy Dear | |||
| Name: | Paddy Dear | |||
| Title: | Principal | |||
| CUSIP No. 249908104 |
13G | Page 15 of 20 |
| Date: December 20, 2004 |
POLYGON INVESTMENT PARTNERS GP, LLC | |||
| By: | /s/ Paddy Dear | |||
| Name: | Paddy Dear | |||
| Title: | Member | |||
| Date: December 20, 2004 |
/s/ Reade E. Griffith | |||
| Reade E. Griffith | ||||
| Date: December 20, 2004 |
/s/ Alexander E. Jackson | |||
| Alexander E. Jackson | ||||
| Date: December 20, 2004 |
/s/ Paddy Dear | |||
| Paddy Dear | ||||
| CUSIP No. 249908104 |
13G | Page 16 of 20 |
Exhibit Index
| Exhibit 1 |
Identification and Classification of the Subsidiaries Which Acquired the Securities Being Reported on by the Parent Holding Company. | |
| Exhibit 2 |
Identification of Members of the Group. | |
| Exhibit 3 |
Joint Filing Agreement, dated as of December 20, 2004, by and among Polygon Global Opportunities Master Fund, Kings Road Investments Ltd., Polygon Investments Ltd., Polygon Investment Partners LP, Polygon Investment Partners LLP, Polygon Investment Partners GP, LLC, Reade E. Griffith, Alexander E. Jackson and Paddy Dear. | |
| CUSIP No. 249908104 |
13G | Page 17 of 20 |
Exhibit 1
Identification and Classification of the Subsidiaries
Which Acquired the Security Being Reported on by the Parent Holding Company.
Polygon Global Opportunities Master Fund
Kings Road Investments Ltd.
| CUSIP No. 249908104 |
13G | Page 18 of 20 |
Exhibit 2
Identification of Members of the Group.
Polygon Global Opportunities Master Fund
Kings Road Investments Ltd.
Polygon Investments Ltd.
Polygon Investment Partners LP
Polygon Investment Partners LLP
Polygon Investment Partners GP, LLC
Reade E. Griffith
Alexander E. Jackson
Paddy Dear
| CUSIP No. 249908104 |
13G | Page 19 of 20 |
Exhibit 3
Joint Filing Agreement
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, no par value per share, of Depomed, Inc., a California corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
| Date: December 20, 2004 |
POLYGON GLOBAL OPPORTUNITIES MASTER FUND | |||
| By: | Polygon Investment Partners LLP, Its Investment Manager | |||
| By: | /s/ Paddy Dear | |||
| Name: | Paddy Dear | |||
| Title: | Principal | |||
| Date: December 20, 2004 |
KINGS ROAD INVESTMENTS LTD. | |||
| By: | Polygon Investment Partners LLP, Its Investment Manager | |||
| By: | /s/ Paddy Dear | |||
| Name: | Paddy Dear | |||
| Title: | Principal | |||
| Date: December 20, 2004 |
POLYGON INVESTMENTS LTD. | |||
| By: | /s/ Paddy Dear | |||
| Name: | Paddy Dear | |||
| Title: | Principal | |||
| Date: December 20, 2004 |
POLYGON INVESTMENT PARTNERS LP | |||
| By: | /s/ Paddy Dear | |||
| Name: | Paddy Dear | |||
| Title: | Principal | |||
| Date: December 20, 2004 |
POLYGON INVESTMENT PARTNERS LLP | |||
| By: | /s/ Paddy Dear | |||
| Name: | Paddy Dear | |||
| Title: | Principal | |||
| CUSIP No. 249908104 |
13G | Page 20 of 20 |
| Date: December 20, 2004 |
POLYGON INVESTMENT PARTNERS GP, LLC | |||
| By: | /s/ Paddy Dear | |||
| Name: | Paddy Dear | |||
| Title: | Member | |||
| Date: December 20, 2004 |
/s/ Reade E. Griffith | |||
| Reade E. Griffith | ||||
| Date: December 20, 2004 |
/s/ Alexander E. Jackson | |||
| Alexander E. Jackson | ||||
| Date: December 20, 2004 |
/s/ Paddy Dear | |||
| Paddy Dear | ||||