UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported): May 12, 2010
PDL
BioPharma, Inc.
(Exact
name of Company as specified in its charter)
000-19756
(Commission
File Number)
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Delaware
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94-3023969
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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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932
Southwood Boulevard
Incline
Village, Nevada 89451
(Address
of principal executive offices, with zip code)
(775)
832-8500
(Company’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Explanatory
Note
This Form
8-K/A amends the Form 8-K filed by PDL BioPharma, Inc. (the “Company”) on May
12, 2010 (the “Original 8-K”) in connection with its presentation at the Ninth
Annual JMP Securities Research Conference in San Francisco, California (the
“Conference”). The Company is furnishing this Form 8-K/A for the sole
purpose of providing a correction to the materials used in connection with the
presentation, which is furnished with this report on amended Exhibit 99.1. No
other changes to the Original 8-K have been made.
Item
7.01 Regulation FD Disclosure.
Exhibit
99.1 is amended by correcting the amount of 2.75% convertible subordinated notes
due August 2023 from $200 million to $116 million on Slide 28 of the
presentation materials. The error was corrected and presented at the
Conference but was not corrected before the Original 8-K was
filed. The corrected version of Exhibit 99.1 is attached hereto and
supersedes Exhibit 99.1 to the Original 8-K in its entirety.
Limitation
of Incorporation by Reference
In
accordance with General Instruction B.2. of Form 8-K, the information in this
report, including the exhibit, is furnished pursuant to Item 7.01 and shall not
be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
section. This Current Report will not be deemed an admission as to the
materiality of any information in the report that is required to be disclosed
solely by Regulation FD.
Cautionary
Statements
This
filing and the presentation include “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Although we believe that
the expectations reflected in the forward-looking statements are reasonable, we
can give no assurance that such expectations will prove to be correct. Important
factors that could impair the Company’s royalty assets or business are disclosed
in the “Risk Factors” contained in the Company’s 2009 Annual Report on Form 10-K
filed with the Securities and Exchange Commission on March 1, 2010. All
forward-looking statements are expressly qualified in their entirety by such
factors. We do not undertake any duty to update any forward-looking statement
except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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99.1
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Corrected
Presentation at Ninth Annual JMP Securities Research Conference on May 12,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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PDL
BIOPHARMA, INC.
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(Company)
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By:
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/s/ Christopher Stone
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Christopher
Stone
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Vice
President, General Counsel and
Secretary
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Dated: May
13, 2010
EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Corrected
Presentation at Ninth Annual JMP Securities Research Conference on May 12,
2010
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