SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
DEPOMED, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
249908104
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(CUSIP Number)
DONALD G. DRAPKIN
35 E. 62nd St.
New York, NY 10021
(212) 572-8440
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 5, 2000
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(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ]
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedules, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
CUSIP No. 249908104
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Donald G. Drapkin
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7. SOLE VOTING POWER 426,100
SHARES --------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY EACH --------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER 426,100
PERSON WITH: --------------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
426,100
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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14. TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock, no par value
(the "Common Stock"), of Depomed, Inc., a California corporation (the
"Company"). The Company has its principal executive offices at 1360 O'Brien
Drive, Menlo Park, California 94025. The telephone number at that address
is (650) 462-5900.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Donald G. Drapkin. Mr. Drapkin's
principal occupation is Director and Vice Chairman of MacAndrews & Forbes
Holdings, Inc. Mr. Drapkin's principal business address is 35 E. 62nd St.,
New York, New York 10021.
During the last five years Mr. Drapkin has not been (a) convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is 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 violations with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of October 10, 2000, Mr. Drapkin has invested $1,801,422.97 of his
personal funds to acquire shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Drapkin acquired the shares of Common Stock reported herein for
investment purposes. In this connection, Mr. Drapkin expects to evaluate on
an ongoing basis his investment in the Company, and may from time to time
acquire shares of Common Stock, dispose of shares of Common Stock or
formulate other purposes, plans or proposals regarding the Company or the
Common Stock held by Mr. Drapkin to the extent deemed advisable in light of
general investment policies, market conditions and other factors. Any such
acquisitions or dispositions may be made, subject to applicable law, in
open market or privately negotiated transactions or otherwise. Mr. Drapkin
may also contact the Company and/or other shareholders regarding potential
strategies to increase shareholder value.
Other than as described above, Mr. Drapkin does not have any plans or
proposals which relate to or would result in any of the actions or
transactions specified in clauses (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of June 30, 2000, based on information provided by the
Company, there were 7,189,363 shares of Common Stock outstanding. Mr.
Drapkin is currently the beneficial owner of 426,100 shares of Common
Stock, representing 5.9% of the Common Stock then outstanding. Mr. Drapkin
has the sole power to vote and dispose of the shares of Common Stock held
by him.
Except as set forth in this Item 5, Mr. Drapkin does not
beneficially own any shares of Common Stock.
(c) Other than the transactions described in Item 4 of this
Schedule 13D or set forth in the table below, there were no transactions by
Mr. Drapkin with respect to shares of Common Stock during the past 60 days.
The following table sets forth transactions in shares of Common
Stock effected by Mr. Drapkin during the past 60 days:
Date Nature of Transaction Number of Shares Price per Share
---- --------------------- ---------------- ---------------
10/02/00 Purchase 18,000 $2.625
10/5/00 Purchase 19,600 $3.527
10/9/00 Purchase 8,000 $4.125
10/9/00 Purchase 1,300 $4.063
10/9/00 Purchase 200 $4.000
10/9/00 Purchase 6,000 $4.313
10/9/00 Purchase 7,500 $4.250
10/10/00 Purchase 7,000 $4.3125
10/10/00 Purchase 15,000 $4.375
10/10/00 Purchase 2,500 $4.500
10/10/00 Purchase 9,500 $4.1875
10/10/00 Purchase 19,500 $4.250
10/10/00 Purchase 1,000 $4.125
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: October 13, 2000
/s/ Donald G. Drapkin
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Donald G. Drapkin
