MEDICIS PHARMACEUTICAL CORP
10-C, 1996-08-12
PHARMACEUTICAL PREPARATIONS
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<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                      
                                  FORM 10-C
                                      
               REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                         INTERDEALER QUOTATION SYSTEM
                                      
                 Filed pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934 and Rule 13a-17
                             or 15d-17 thereunder
                                      
                      Medicis Pharmaceutical Corporation
                ----------------------------------------------
                (Exact name of issuer as specified in charter)
                                      
         4343 East Camelback Road, Suite 250, Phoenix, Arizona 85018
         -----------------------------------------------------------
                   (Address of principal executive offices)

        Issuer's telephone number, including area code (602) 808-8800
                                                      ---------------
                                      
                  I. CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of shares
outstanding:

1. Title of security:   Class A Common, Class B Common and Series B Preferred
2. Number of shares 
   outstanding before 
   the change:          4,555,290 shares of Class A Common Stock and 125,322
                        shares of Class B Common Stock
3. Number of shares 
   outstanding after 
   the change:          6,832,935 shares of Class A Common Stock, 125,322 
                        shares of Class B Common Stock and 62,660 shares of 
                        Series B Preferred Stock

4. Effective date 
   of change:           August 2, 1996
   
5. Method of change:    A 3-for-2 forward stock split effected in the form of
                        a 50% stock dividend Specify method (such as merger,
                        acquisition, exchange, distribution, stock split, 
                        reverse split, acquisition of stock for treasury, etc.)

Give brief description of transaction:  Holders of Class A Common Stock received
one additional share of Class A Common Stock for every two shares of Class A
Common Stock held by such holder and holders of Class B shares receive one share
of Series B Preferred Stock for every two shares of Class B Common Stock held by
such holder. The Series B Preferred Stock have rights, preferences and
privileges that are identical to the Class B Common Stock, except that they are
automatically convertible into the same number of shares of Class B Common Stock
upon an amendment to the Company's Certificate of Incorporation creating a
number of shares of Class B Common Stock which is sufficient to effect such
conversion.
                          II. CHANGE IN NAME OF ISSUER

1. Name prior to change:_____________________________________________________
2. Name after change:________________________________________________________
3. Effective date of charter amendment changing name:________________________
4. Date of shareholder approval of change, if required:______________________

                                           MEDICIS PHARMACEUTICAL CORPORATION

DATE:  August 8, 1996                      By:  /s/ Mark A. Prygocki, Sr.
                                               ---------------------------------
                                                   Mark A. Prygocki, Sr.
                                           Its:    Chief Financial Officer


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