UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


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FORM 10-K/A


Amendment No. 1


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ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2014


OR


 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from              to


Commission File Number: 000-19756


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PDL BioPharma, Inc.


(Exact name of registrant as specified in its charter)


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Delaware94-3023969(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)





932 Southwood Boulevard


Incline Village, Nevada 89451


(Address of principal executive offices)





Registrant’s telephone number, including area code


(775) 832-8500


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Securities registered pursuant to Section 12(b) of the Act:





Title of ClassName of Exchange on which RegisteredCommon Stock, par value $0.01 per shareThe NASDAQ Stock Market LLC


Securities registered pursuant to Section 12(g) of the Act: None


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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ý No  ̈


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ̈ No ý


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 website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈


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 (Check one):


Large accelerated filerýAccelerated 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 Act).  Yes  ̈ No ý


The aggregate market value of shares of common stock held by non-affiliates of the registrant, based on the closing sale price of a share of common stock on June 30, 2014 (the last business day of the registrant’s most recently completed second fiscal quarter), as reported on the NASDAQ Global Select Market, was $1,548,603,932.





As of February 13, 2015, the registrant had outstanding 162,750,797 shares of common stock.





DOCUMENTS INCORPORATED BY REFERENCE


Portions of the registrant’s proxy statement to be delivered to stockholders with respect to the registrant’s 2015 Annual Meeting of Stockholders to be filed by the registrant with the U.S. Securities and Exchange Commission are incorporated by reference into Part III of this Annual Report on Form 10-K. The registrant intends to file its proxy statement within 120 days after its fiscal year end.








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Explanatory Note





PDL BioPharma, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to amend the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (the “Annual Report”), as filed with the Securities and Exchange Commission (the “Commission”) on February 23, 2015 (the “Original Filing Date”).





This Amendment No. 1 is being filed solely to amend Exhibit 23.1 (Consent of Independent Registered Public Accounting Firm) and Exhibit 23.2 (Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm) to reflect an inadvertent omission in the filing from the signed consents delivered of Registration Statement (Form S-3ARS No. 333-189536) of the Company.





Except as described above, this Amendment No. 1 does not amend any other information set forth in the Annual Report. This Amendment No. 1, with the exception of the foregoing, does not reflect events occurring after the Original Filing Date, or modify or update those disclosures affected by subsequent events. Consequently, all other information not affected by the corrections described above is unchanged and reflects the disclosures and other information made at the Original Filing Date and should be read in conjunction with the Company’s filings with the Commission subsequent to the filing of the Annual Report, including amendments to those filings, if any.





Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 includes new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed as Exhibit 31.1 and Exhibit 31.2. Pursuant to Rule 13a-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, this Amendment No. 1 also contains new certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed as Exhibit 32. Each certification was true and correct as of the Original Filing Date.








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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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.





PDL BIOPHARMA, INC.By:/S/    JOHN P. MCLAUGHLINJohn P. McLaughlinPresident and Chief Executive OfficerDate:March 11, 2015








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EXHIBIT INDEX





Exhibit NumberExhibit Title23.1#Consent of Independent Registered Public Accounting Firm23.2#Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm31.1#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#+Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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#Filed herewith.+The certification attached as Exhibit 32 accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.