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DEPO > SEC Filings for DEPO > Form 8-K/A on 25-Feb-2014All Recent SEC Filings

Show all filings for DEPOMED INC

Form 8-K/A for DEPOMED INC


25-Feb-2014

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibi


Item 2.01 Completion of Acquisition or Disposition of
Assets

On December 17, 2013, Depomed, Inc., a California corporation ("Depomed"), filed a Current Report on Form 8-K reporting Depomed's acquisition from Nautilus Neurosciences, Inc. ("Nautilus") of all of the U.S. rights to CAMBIAŽ (diclofenac potassium for oral solution) ("CAMBIA").

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Depomed on December 17, 2013 to include the financial information specified below.



Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

(i) The audited financial statements of Nautilus for the years ended December 31, 2012 and 2011 are attached as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated by reference herein. The consent of Nautilus' independent auditors is included as Exhibit 23.1 hereto.

(ii) The unaudited interim condensed consolidated financial statements of Nautilus as of September 30, 2013 and for the nine months ended September 30, 2013 and 2012 are attached as Exhibit 99.2 to this Current Report on Form 8-K/A.

(b) Pro Forma Financial Information

The following unaudited pro forma financial information of Depomed and Nautilus, giving effect to Depomed's acquisition of CAMBIA, is attached as Exhibit 99.3 to this Current Report on Form 8-K/A and is incorporated by reference herein:

(i) Unaudited Pro Forma Balance Sheet as of September 30, 2013;

(ii) Unaudited Pro Forma Combined Statements of Operations for the year ended December 31, 2012 and nine months ended September 30, 2013; and

(iii) Related explanatory notes.


(d) Exhibits

The following exhibits are filed herewith:

Exhibit
Number                                   Description

23.1       Consent of Rothstein Kass.

99.1       Audited Financial Statements of Nautilus Neurosciences, Inc. for the
           Years Ended December 31, 2012 and 2011.

99.2       Unaudited Interim Financial Statements of Nautilus Neurosciences, Inc.
           as of and for the Nine Months Ended September 30, 2013 and 2012.

99.3       Unaudited Pro Forma Financial Information.


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