UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-Q/A


(Amendment No. 1)





(Mark One)


ýQuarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended March 31, 2013


OR


 ̈Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For transition period from               to


Commission File Number: 000-19756





PDL BIOPHARMA, INC.


(Exact name of registrant as specified in its charter)





Delaware94-3023969(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)


932 Southwood Boulevard


Incline Village, Nevada 89451


(Address of principal executive offices and Zip Code)


(775) 832-8500


(Registrant’s telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ý No  ̈





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes ý No  ̈


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filerxAccelerated filer ̈Non-accelerated filer ̈Smaller reporting company ̈(Do not check if a smaller reporting company)


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ̈ No ý


As of April 30, 2013 , there were 139,996,257 shares of the Registrant’s Common Stock outstanding.





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EXPLANATORY NOTE





This Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended March 31, 2013, is being filed solely for the purpose of correcting a typographical error in the certification filed as Exhibit 32.1. This amendment reflects a change to the date contained within this certification. In addition, in connection with the filing of this Amendment No. 1 and pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the currently dated certifications of the principal executive officer and principal financial officer of the Company are attached as Exhibits 31.1 and 31.2 hereto. No other information contained within the Form 10-Q previously filed on May 9, 2013, has changed. The amended item is as follows:





PART II-OTHER INFORMATION





ITEM 6.  EXHIBITS2SIGNATURES3








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PART II.  OTHER INFORMATION





ITEM 6.                      EXHIBITS





10.1*##2013 Annual Bonus Plan10.2*##2014 Long-Term Incentive Plan10.3*Offer Letter between the Company and Peter Garcia, dated March 27, 2013 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed April 29, 2013)12.1##Ratio of Earnings to Fixed Charges31.1#Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended31.2#Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended32.1**#Certification by the Principal Executive and Principal Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350)101.INS##XBRL Instance Document101.SCH##XBRL Taxonomy Extension Schema101.CAL##XBRL Taxonomy Extension Calculation Linkbase101.DEF##XBRL Taxonomy Extension Definition Linkbase101.LAB##XBRL Taxonomy Extension Label Linkbase101.PRE##XBRL Taxonomy Extension Presentation Linkbase


|  |                
|- | ---------------
|# | Filed herewith.

|   |                  
|-- | -----------------
|## | Previously filed.

|  |                                                         
|- | --------------------------------------------------------
|* | Management contract or compensatory plan or arrangement.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|** | This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.




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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 thereunto duly authorized.








Dated:May 14, 2013PDL BIOPHARMA, INC. (REGISTRANT)/s/    John P. McLaughlinJohn P. McLaughlinPresident and Chief Executive Officer (Principal Executive Officer)





/s/    Peter S. GarciaPeter S. GarciaVice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer)





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