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): June 14, 2006
DEPOMED, INC.
(Exact name of registrant as specified in its charter)
001-13111
(Commission File Number)
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California |
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94-3229046 |
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(State or other jurisdiction of |
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(I.R.S. Employer Identification No.) |
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incorporation) |
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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 1.01 Entry into a Material Definitive Agreement
On June 14, 2006, Depomed, Inc. (the “ Company ”) entered into the offer letter attached hereto as Exhibit 10.1 (the “ Offer Letter ”) with Matthew Gosling pursuant to which Mr. Gosling accepted the position of Vice President, Legal and General Counsel. The Offer Letter provides that Mr. Gosling will receive an annual salary of $290,000. In addition, as set forth in the Offer Letter, on June 26, 2006, the date Mr. Gosling’s employment with the Company commenced, Mr. Gosling received options under the Company’s 2004 Equity Incentive Plan (the “ 2004 Plan ”) to acquire 75,000 shares of the Company’s common stock at an exercise price equal to $6.17. The options vest over four years, subject to the terms and conditions of the 2004 Plan.
The offer letter is attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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10.1 |
Offer Letter between Depomed, Inc. and Matthew Gosling. |
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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.
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DEPOMED, INC. |
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Date: June 30, 2006 |
By: |
/s/ John F. Hamilton |
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John F. Hamilton |
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Vice President, Finance and |
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Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit |
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10.1 |
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Offer Letter between Depomed, Inc. and Matthew Gosling. |
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Exhibit 10.1
June 12, 2006
Matthew Gosling
[Address]
Dear Matt:
I am very pleased to extend to you this offer to join the Depomed team as Vice President, Legal and General Counsel, reporting directly to me. The rate of pay we offer is $24,166.67 per month (equal to $290,000 per annum). As agreed, your first day of employment will be Monday, June 26, 2006.
Your compensation package additionally includes options to acquire 75,000 shares of Depomed Common Stock; the per-share exercise price will be the closing stock price on the date employment commences. This grant has been approved by Depomed’s Compensation Committee of the Board of Directors. As provided for in Depomed’s 2004 Equity Plan, these options will vest over a four-year period.
Also, you will be entitled to our complete benefits package including healthcare insurance and, should you choose to participate, a 401(k) retirement plan. During your first year of employment you will be entitled to 14 days of vacation and to the ten holidays that are observed by the Company.
Additionally, as a condition for employment, it will be necessary that you sign a copy of the Company’s Confidential Information, Secrecy and Invention Agreement. Consistent with Company policy, the initial three months of employment are considered introductory and for the purpose of performance evaluation; employment at Depomed is considered “at will”. As required by law, you must show proof of citizenship, permanent residency in the U.S. or authorization to work in the U.S. To complete the I-9 form, we ask that you bring copies of this documentation on your first day of employment.
Matt, I am very pleased to extend this offer to you, and on behalf of all the Depomed employees I look forward to having you join us. As an emerging specialty pharmaceutical company, your skills and experience will make you an important member of our Company. If you elect to accept this offer, please sign and return one copy of this letter to me. A pre-addressed, envelope is provided for your convenience.
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Sincerely, |
This letter correctly sets forth our agreement. |
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/s/ John W. Fara |
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Signed: |
/s/ Matthew M. Gosling |
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John W. Fara, Ph.D. |
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President and CEO |
Dated: |
June 14, 2006 |
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