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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
DEPOMED, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
249908104
(CUSIP Number)
ELAN INTERNATIONAL SERVICES, LTD.
c/o Brock Silverstein LLC
800 Third Avenue, 21st floor
New York, New York 10022
(212) 371-2000
Attention: David Robbins, Esq.
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 21, 2000
(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(b)(3) or (4), check the following box /_/
(Continued on the following pages)
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CUSIP No. 249908104 13D Page 2
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1 NAME OF REPORTING PERSON Elan International Services, Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
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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 WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda
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Number of 7 SOLE VOTING POWER 714,286
Shares
(See Item 5)
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Beneficially 8 SHARED VOTING POWER 0
Owned by
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Each Reporting 9 SOLE DISPOSITIVE POWER 714,286
(See Item 5)
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Person With 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,286 shares (See Item 5)
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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)
9.94% (based on 6,475,077 shares outstanding as set forth in the
Issuer's quarterly report on Form 10-QSB for the quarter ended
September 30, 1999)
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14 TYPE OF REPORTING PERSON CO
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CUSIP No. 249908104 13D Page 3
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ITEM 1. SECURITY AND ISSUER.
Common Stock, no par value (the "Common Stock"), of Depomed, Inc., a
California corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 366 Lakeside Drive, Foster City, CA 94404.
ITEM 2. IDENTITY AND BACKGROUND.
This Form 13-D is filed by Elan International Services, Ltd., a
Bermuda exempted company ("EIS"), 102 St. James Court, Flatts, Smiths Parish,
FL 04, Bermuda. EIS is a wholly-owned subsidiary of Elan Corporation, plc, an
Irish public limited company ("Elan"), with its principal offices located at
Lincoln House, Lincoln Place, Dublin 2, Ireland. During the last five years,
none of the directors or officers of EIS: (i) have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors);
or (ii) was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction, as a result of which proceeding it was or is
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, United States federal or
state securities laws, or finding any violation with respect to such laws.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Securities Purchase Agreement, dated January 21, 2000
(the "Securities Purchase Agreement"), by and between EIS and the Issuer, EIS
acquired (a) 714,286 shares of Common Stock of the Issuer for consideration
of $5,000,000 and (b) 12,015 shares Series A Preferred Stock, no par value,
of the Issuer for consideration of $12,015,000. The consideration for the
above-referenced securities was provided by EIS's general corporate funds. In
addition, the Issuer issued to EIS a convertible promissory note in an
aggregate principal amount of $8,010,000 (the "Convertible Note"), which
bears interest at an annual rate of 9.0%.
For so long as EIS and/or its affiliates collectively own at least
10% of the Issuer's Common Stock (or securities convertible, exchangeable or
exercisable for or into Common Stock) EIS shall be entitled to nominate one
member for election to the Issuer's Board of Directors.
The shares of Series A Preferred Stock held by EIS are not
convertible into shares of Common Stock until January 21, 2002. As of January
21, 2000, the Convertible Note is not convertible into any shares of Common
Stock.
ITEM 4. PURPOSE OF TRANSACTION
EIS acquired the above-referenced securities for investment purposes.
Except as set forth above, EIS has no plan or proposal which relates to or would
result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries;
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CUSIP No. 249908104 13D Page 4
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(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the number of
or term of Directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, by-laws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing the Common Stock to cease to be authorized to be
traded on the American Stock Exchange;
(i) To have the Common Stock terminated from registration
under the Securities Act of 1933; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
With respect to EIS:
(a) 714,286 shares of Common Stock, representing 9.94% (based
upon 6,475,077 shares of Common Stock outstanding as set forth on the Issuer's
Form 10-QSB for the quarter ended September 30, 1999).
(b) Sole power to vote: 714,286
Shares shared power to vote: -0-
Sole power to dispose: 714,286
Shares shared power to dispose: -0-
(c) None.
(d) None.
(e) Not Applicable.
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CUSIP No. 249908104 13D Page 5
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Pursuant to the Convertible Note issued to the Issuer by EIS, the
Issuer may, in certain circumstances, draw down up to $8,010,000 at any time
during the two-year period commencing January 21, 2000. From the date of
issuance until the Note is paid in full, EIS shall have the right to convert all
or a portion of the outstanding principal amount, including any unpaid interest
thereon, into such number of Common Stock obtained by dividing the sum of the
outstanding principal amount, including any interest accrued thereon, by $10.00,
subject to certain adjustments.
The Issuer and EIS have formed a joint venture company, DepoMed
Development Ltd., a Bermuda exempted limited liability company ("DMD"). Pursuant
to the Securities Purchase Agreement, EIS may, subject to certain conditions,
exchange at any time all of the outstanding shares of Series A Preferred Stock
held by EIS into 50% of the then total outstanding capital stock of DMD.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among EIS or between such
persons and any other person with respect to any securities of the Issuer,
including but not limited to, transfer or voting of any securities of the
Company, finder's fees, loan or option arrangements, puts or calls, guarantees
of profits, divisions of profits or loss, or the giving or withholding of
proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
1. Securities Purchase Agreement, dated January 21, 2000.*
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* Incorporated by reference to the Issuer's Current Report on Form 8-K dated
February 18, 2000 (Commission File No. 001-13111)
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CUSIP No. 249908104 13D Page 6
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated as of: February 1, 2000
ELAN INTERNATIONAL SERVICES, LTD.
By: /s/ Kevin Insley
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Name: Kevin Insley
Title: Director
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CUSIP No. 249908104 13D Page 7
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EXHIBIT INDEX
1. Securities Purchase Agreement, dated January 21, 2000.*
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* Incorporated by reference to the Issuer's Current Report on Form 8-K dated
February 18, 2000 (Commission File No. 001-13111)
