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United States
Securities and Exchange Commission
Washington, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1996.
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 0-18443
MEDICIS PHARMACEUTICAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 52-1574808
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(State of other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4343 East Camelback Road, Suite 250, Phoenix, AZ 85018-2700
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (602) 808-8800
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.014 par value Preference Share Purchase Rights
(Title of each Class)
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 X 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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form or any amendment
to this Form 10-K [ ].
The aggregate market value on August 5, 1996, of the voting stock held on August
5, 1996, by non-affiliates of the registrant was $225,476,449 (calculated by
excluding all shares held by executive officers, directors and holders of five
percent or more of the voting power of the registrant's Common Stock, without
conceding that such persons are "affiliates" of the Registrant for purposes of
the federal securities law).
As of August 3, 1996 there were 6,832,633 shares of Class A Common Stock $0.014
par value, 125,322 shares of Class B Common Stock $0.014 par value, and 62,660
shares of Series B Preferred Stock, $0.01 par value outstanding.
Documents incorporated by reference:
Portions of the Proxy Statement for the Registrant's 1996 Annual Meeting of
Stockholders are incorporated herein by reference in Part III of this Form 10-K
to the extent stated herein.
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PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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(a) Documents filed as a part of this Report.
(1) Financial Statements:
Index to Consolidated Financial Statements..................... F-1
Report of Ernst & Young LLP, Independent Auditor............... F-2
Consolidated balance sheets at June 30, 1996 and 1995.......... F-3
Consolidated statements of income for the years ended
June 30, 1996, 1995 and 1994................................... F-5
Consolidated statement of stockholders' equity for the years
ended June 30, 1996, 1995 and 1994............................. F-6
Consolidated statements of cash flows for the years ended
June 30, 1996, 1995 and 1994................................... F-7
Notes to consolidated financial statements..................... F-8
(2) Financial Statement Schedules:
Schedule II - Valuation and Qualifying Account................. S-1
The financial statement schedule should be read in
conjunction with the consolidated financial
statements. Financial statement schedules not
included in this Annual Report on Form 10-K have been
omitted because they are not applicable or the
required information is shown in the financial
statements or notes thereto.
(3) Exhibits filed as part of this Report:
Exhibit No. Description
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3.1 - Certificate of Incorporation of the Company, as amended.(16)
3.3 - By-Laws of the Company.(1)
4.1 - Rights Agreement, dated as of August 17, 1995, between the Company
and American Stock Transfer & Trust Company, as Rights Agent.(11)
4.3 - Form of specimen certificate representing Class A Common Stock.(16)
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10.1 - License Agreement among Euromerican Trade Resources, Inc., Dr. H.R. Suess and
H.R. Suess A.G. dated as of September 24, 1987.(3)
10.2 - Modification to License Agreement among the Company, Euromerican Trade
Resources, Inc., Dr. H.R. Suess and H.R. Suess A.G. dated as of April 6, 1989.(3)
10.3 - Letter Agreement between the Company and Euromerican Trade Resources, Inc. dated
as of April 6, 1989, relating to Modification to License Agreement among the
Company, Euromerican Trade Resources, Inc., Dr. H.R. Suess and H.R. Suess A.G.
dated as of April 6, 1989.(3)
10.8 - Medicis Pharmaceutical Corporation 1995 Stock Option Plan (incorporated by
references to Exhibit C to the definitive Proxy Statement for the 1995 Annual Meeting
of Stockholders previously filed with the SEC, File No. 0-18443).
10.9 - Employment Agreement between the Company and Jonah Shacknai dated as of
July 24, 1996.(15)
10.10 - Medicis Pharmaceutical Corporation 1988 Stock Option Plan, as amended.(4)
10.12 - License Agreement between the Company and Dr. H.R. Suess dated March 1, 1990.(3)
10.13 - License Agreement between Syosset Laboratories, Inc. and Medicis Dermatologics,
Inc. dated as of July 25, 1990 and the Guaranty of the Company.(5)
10.14 - Non-Exclusive License Agreement between Syosset Laboratories, Inc. and Medicis
Dermatologics, Inc. dated as of July 25, 1990 and the Guaranty of the Company.(5)
10.15 - Manufacturing Agreement between Syosset Laboratories, Inc. and Medicis
Dermatologics, Inc. dated as of July 25, 1990 and the Guaranty of the Company.(5)
10.16 - Sales Agency Agreement between Syosset Laboratories, Inc. and Medicis
Dermatologics, Inc. dated as of July 25, 1990 and the Guaranty of the Company.(5)
10.18 - Medicis Pharmaceutical Corporation 1990 Stock Option Plan, as amended.(4)
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10.46 - Option to Purchase 2,678 Shares of Class A Common Stock of the Company,
dated December 3, 1991.(6)
10.49 - Option to Purchase Class A Common Stock granted to Stephen B. Booke.(4)
10.50 - Option to Purchase Class A Common Stock granted to Gerald Amato.(4)
10.58 - Medicis Pharmaceutical Corporation 1992 Stock Option Plan.(8)
10.59 - Supply Agreement, dated as of October 21, 1992, between Schein and the
Company.(7)
10.69 - Purchase Agreement, dated May 21, 1993, between the Company and Bindley
Western Drug Company.(9)
10.70 - Amendment to Manufacturing and Supply Agreement, dated March 2, 1993,
between Schein and the Company.(10)
10.71 - Manufacturing and Supply Agreement, dated as of March 15, 1995, between
SmithKline Beecham Consumer Healthcare, L.P. and the Company.(11)
10.72(a) - Credit and Security Agreement, dated as of August 3, 1995, between the
Company and Norwest Business Credit, Inc.(12)
10.72(b) - First Amendment to Credit and Security Agreement, dated as of May 29, 1996,
between the Company and Norwest Bank Arizona, N.A.(15)
10.73(a) - Patent Collateral Assignment and Security Agreement, dated as of August 3,
1995, by the Company to Norwest Business Credit, Inc.(13)
10.73(b) - First Amendment to Patent Collateral Assignment and Security Agreement,
dated as of May 29, 1996, by the Company to Norwest Bank Arizona, N.A.(15)
10.74(a) - Trademark Collateral Assignment and Security Agreement, dated as of August 3,
1995, by the Company to Norwest Business Credit, Inc.(14)
10.74(b) - First Amendment to Trademark Collateral Assignment and Security Agreement,
dated as of May 29, 1996, by the Company to Norwest Bank Arizona, N.A.(15)
10.75 - Assignment and Assumption of Loan Documents, dated as of May 29, 1996, from
Norwest Business Credit, Inc., to and by Norwest Bank Arizona, N.A.(15)
10.76 - Multiple Advance Note, dated May 29, 1996, from the Company to Norwest Bank
Arizona, N.A.(15)
21.1 - Subsidiaries.(15)
23.1 - Consent of Ernst & Young LLP(16).
24.1 - Power of Attorney (See page 34).
27.1 - Financial Data Schedule(15).
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(1) Incorporated by reference to the exhibit with the same number
in the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1992, File No. 0-18443, previously filed
with the Securities and Exchange Commission (the "SEC").
(2) [Intentionally Omitted.]
(3) Incorporated by reference to the exhibit with the same number
in Amendment No. 1 to the Registration Statement on Form S-1
of the Company, File No. 33-32918, filed with the SEC on March
6, 1990.
(4) Incorporated by reference to the exhibit with the same number
in the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1992, as amended, File No. 0-18443
previously filed with the SEC.
(5) Incorporated by reference to the exhibit with the same number
in Amendment No. 2 to the Registration Statement on Form S-1
of the Company, File No. 33-34041, filed with the SEC on
August 2, 1990.
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(6) Incorporated by reference to the exhibit with the same number
in Amendment No. 1 to the Registration Statement on Form S-1
of the Company, File No. 33-46913, filed with the SEC on April
29, 1992.
(7) Incorporated by reference to the exhibit with the same number
in Registration Statement on Form S-1 of the Company, File No.
33-54276, filed with the SEC on June 11, 1993.
(8) Incorporated by reference to Exhibit B to the Company's
definitive Proxy Statement for its 1992 Annual Meeting of
Stockholders, previously filed with the SEC, File No. 0-18443.
(9) Incorporated by reference to the exhibit with the same number
in Amendment No. 1 to the Registration Statement on Form S-1
of the Company, File No. 33-54276, filed with the SEC on May
25, 1993.
(10) Incorporated by reference to the exhibit with the same number
in the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1993, File No. 0-18443, filed with the SEC
on October 13, 1993.
(11) Incorporated by reference to the exhibit with the same number
in the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1995, File No. 0-18443, filed with the SEC
on September 27, 1995 ("1995 Form 10-K").
(12) Incorporated by reference to exhibit number 4.2 in the 1995
Form 10-K.
(13) Incorporated by reference to exhibit number 4.4 in the 1995
Form 10-K.
(14) Incorporated by reference to exhibit number 4.5 in the 1995
Form 10-K.
(15) Previously filed.
(16) Filed herewith.
(b) A Report on Form 8-K was filed with the Securities and Exchange
Commission on August 12, 1996 relating to the 3-for-2 stock split
in the form of a 50% stock dividend paid on August 2, 1996 to holders
of record on July 22, 1996.
(c) The exhibits to this Form 10-K follow the Company's Financial Statement
Schedule included in this Form 10-K.
(d) The Financial Statement Schedule to this Form 10-K appears on page S-1
of this Form 10-K.
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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 Amendment No. 1 to
Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: September 24, 1996
MEDICIS PHARMACEUTICAL CORPORATION
By: *
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Jonah Shacknai
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 to Form 10-K has been signed below by the following persons on
behalf of the Registrant in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
* Chairman of the Board of Directors September 24, 1996
- ------------------------------------- and Chief Executive Officer
Jonah Shacknai (Principal Executive Officer)
/s/ MARK A. PRYGOCKI, SR. Chief Financial Officer September 24, 1996
- ------------------------------------- (Principal Financial and Accounting
Mark A. Prygocki, Sr. Officer)
* Director September 24, 1996
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Joseph Salvani
* Director September 24, 1996
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Richard L. Dobson, M.D.
* Director September 24, 1996
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Michael A. Pietrangelo
Director September 24, 1996
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Philip S. Schein, M.D.
* Director September 24, 1996
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Arthur Altschul, Jr.
* Director September 24, 1996
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Lottie Shackelford
*By /s/ Mark A. Prygocki, Sr.
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Mark A. Prygocki, Sr.
Attorney-in-Fact
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EXHIBIT 3.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 10/23/1995
950244283 - 2168131
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
MEDICIS PHARMACEUTICAL CORPORATION
(PURSUANT TO SECTION 242 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)
Medicis Pharmaceutical Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), does hereby certify:
FIRST: That the Certificate of Incorporation of the Corporation is
hereby amended as follows:
a. By deleting existing Article IV, Section 1 thereof and
substituting in lieu of said Article IV, Section 1, the following:
Article IV
Section 1. Authorized Shares
The total number of shares of all classes which the Corporation
is authorized to issue is 15,125,322 consisting of 10,000,000 shares
of Class A Common Stock, par value $.014 per share ("Class A Common
Stock"), 125,322 shares of Class B Common Stock, par value $.014 per
share ("Class B Common Stock"), and 5,000,000 shares of Preferred
Stock, par value $.01 per share ("Preferred Stock"). In connection
with the amendment of the Certificate of Incorporation establishing
this Section 1, no fractional shares of Class A Common Stock or Class
B Common Stock shall be authorized or outstanding and the Board of
Directors is hereby expressly authorized to make adjustments to
outstanding shares in such manner as the Board of Directors shall
determine to be in the interests of the Corporation so that no
fractional shares result from such amendment.
b. By deleting existing Article IX thereof and substituting in
lieu of said Article IX the following:
Article IX
The business and affairs of the Corporation shall be managed by
the Board of Directors, and the directors need not be elected by
ballot unless required by the Bylaws of the Corporation. The
directors of the Corporation shall be divided into three classes, the
number of directors fixed by the By-laws of the corporation being
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divided equally so far as possible among the three classes; provided,
however, in no event shall the number of directors be less than three.
The term of office of one class of the directors elected at the 1995
annual meeting of stockholders shall expire at the next succeeding
annual meeting of stockholders, the term of office of one class of the
directors elected at the 1995 annual meeting of stockholders shall
expire at the second succeeding annual meeting of stockholders and the
term of office of one class of the directors elected at the 1995
annual meeting of stockholders shall expire at the third succeeding
annual meeting of stockholders, and at each annual meeting of
stockholders after the 1995 annual meeting of stockholders, the
directors to be elected at such annual meeting shall be elected for a
full term of three years to succeed those whose terms then expire. In
case of any change in the number of directors, the increase or
decrease shall be apportioned among the several classes as nearly
equally as is possible and any additional director resulting from an
increase shall be elected, and any director elected to fill a vacancy
in the Board in each case resulting from the death, disability,
resignation or removal of a director shall be elected for a term of
office which shall be the same as the term office of the other
directors of the class of directors of which such director is a
member. In no case shall a decrease in the number of directors
shorten the term of office of any incumbent director. Except as
otherwise required by law, any vacancy on the Board of Directors that
results from an increase in the number of director shall be filled
only by a majority of the Board of Directors then in office, provided
that a quorum is present, and any other vacancy occurring in the Board
of Directors shall be filled by a majority of the directors then in
office, even if less than a quorum, or by a sole remaining director.
Any director elected to fill a vacancy not resulting from an increase
in the number of directors shall have the same remaining term as that
of his or her predecessor.
Notwithstanding the foregoing, whenever the holders of any one
or more classes or series of stock issued by the Corporation shall
have the right, voting separately by class or series, to elect
directors at an annual or special meeting of stockholders, the
election, term of office, filling of vacancies and other features of
such directorships shall be governed by the terms of this Certificate
of Incorporation applicable thereto, such directors so elected shall
not be divided into classes pursuant to this Article IX and the number
of such directors shall not be counted in determining the maximum
number of directors permitted under the foregoing provision of this
Article IX, in each case unless expressly provided by such terms
Any director elected by the stockholders or by the Board of
Directors to fill a vacancy may be removed only for cause by the
affirmative vote of the holders of a majority of all the shares of
stock of the Corporation outstanding and entitled to vote for the
election of directors, given at a duly called annual or special
meeting of stockholders.
SECOND: That said amendments have been duly adopted by the
stockholders of the Corporation at a meeting duly held in accordance with the
applicable provisions of Sections 222 and 242 of the General Corporation Law of
the State of Delaware.
THIRD: That said amendments have been duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, Medicis Pharmaceutical Corporation has caused this
Certificate of Amendment to be signed by Jonah Shacknai, its Chairman of the
Board and Chief Executive Officer, on this 23rd day of October, 1995.
MEDICIS PHARMACEUTICAL CORPORATION
By: /s/ Jonah Shacknai
-----------------------------------
Jonah Shacknai
Chairman of the Board and
Chief Executive Officer
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Exhibit 4.3
NUMBER SHARES
MP
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
CUSIP 584690 30 9
THIS IS TO CERTIFY THAT
IS THE OWNER OF
FULLY-PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK,
$.014 PAR VALUE, OF
MEDICIS PHARMACEUTICAL CORPORATION
CERTIFICATE OF STOCK
(hereinafter called the "Corporation") transferable on the books of the
Corporation by said owner in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certificate is not valid
unless countersigned by the Transfer Agent.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers:
Dated:
Authorized Signature
/s/ /s/
- ------------------------------ ------------------------------
CHAIRMAN ASSISTANT TREASURER
[Medicis Pharmaceutical Corporation Seal]
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The Corporation will furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement, dated as of August 17, 1995,
between Medicis Pharmaceutical Corporation and American Stock Transfer & Trust
Company, as Rights Agent (the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal executive offices of Medicis Pharmaceutical Corporation. Under
certain circumstances, as set forth in the Rights Agreement, such Rights will
be evidenced by separate certificates and will no longer be evidenced by this
certificate. Medicis Pharmaceutical Corporation will mail to the holder of this
certificate a copy of the Rights Agreement without charge after receipt of a
written request therefor. Under certain circumstances, as set forth in the
Rights Agreement, Rights issued to any Person who becomes an Acquiring Person
(as defined in the Rights Agreement) may become null and void.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT________ Custodian________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with under Uniform Gifts to Minors
right of survivorship and Act______________________________
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED__________________HEREBY SELL, ASSIGN, AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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--------------------------------------
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
-----------------------------------------------------------------------------
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-----------------------------------------------------------------------shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_____________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
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THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
NOTICE: THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE
IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
Signature Guaranteed:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBER-
SHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG, LLP INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-45573) pertaining to the 1988 and 1990 Stock Option Plans and
the Registration Statement (Form S-8 No. 33-88590) pertaining to the 1992 Stock
Option Plan of Medicis Pharmaceutical Corporation of our report dated August 2,
1996 with respect to the consolidated financial statements and schedule of
Medicis Pharmaceutical Corporation included in the Annual Report (Form 10-K) for
the year ended June 30, 1996.
ERNST & YOUNG, LLP
Phoenix, Arizona
September 24, 1996
