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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DEPOMED, INC.
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(Exact Name of Registrant as Specified in its Charter)
California 94-3229046
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(State of Incorporation or (I.R.S. Employer
Organization) Identification no.)
1170 B Chess Drive,
Foster City, California 94404
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(Address of principal (Zip Code)
executive offices)
If this Form relates to the If this Form relates
registration of a class of to the registration
debt securities and is of a class of debt
effective upon filing securities and is to
pursuant to General become effective
Instruction A(c)(1) please simultaneously with
check the following box. [ ] the effectiveness of
a concurrent
registration
statement under the
Securities Act of
1933 pursuant to
General Instruction
A(c)(2) please check
the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which Each
Title of Each Class to be so Registered Class is to be Registered
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None
Securities to be registered pursuant to Section 12(g) of the Act: (i) Units, no
par value (each Unit consisting of share of Common Stock and one Common Stock
Purchase Warrant); (ii) Common Stock, no par value; and (iii) Common Stock
Purchase Warrants
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Item 1. Description of Registrant's Securities to be Registered
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Incorporated by reference to pages 46 and 47 of Registrant's Amendment
No. 5 to Registration Statement on Form SB-2 filed with the Commission
on October 6, 1997 (the "Registration Statement").
Item 2. Exhibits
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The following exhibits are filed as a part of this registration
statement:
3.1 Registrant's Third Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to the Registration
Statement)
4.2 Form of Registrant's Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.2 to the Registration
Statement)
4.3 Registrant's Bylaws (incorporated by reference to Exhibit 3.3 to
the Registration Statement)
4.4 Form of Representative's Warrant Agreement (incorporated by
reference to Exhibit 4.3 to the Registration Statement)
4.5 Form of Warrant Agreement (incorporated by reference to Exhibit
4.4 to the Registration Statement)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: October 24, 1997 DEPOMED, INC.
By: /s/ John F. Hamilton
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John F. Hamilton
Chief Financial Officer
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