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COMPANY DATA:
COMPANY CONFORMED NAME: MEDICIS PHARMACEUTICAL CORPORATION
CENTRAL INDEX KEY: [__________________________________]
STANDARD INDUSTRIAL CLASSIFICATION: 2834
IRS NUMBER: 52-1574808
STATE OF INCORPORATION: DELAWARE
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: S-8
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-________________________________
FILM NUMBER: ____________________________________
BUSINESS ADDRESS:
STREET 1: 4343 EAST CAMELBACK ROAD
STREET 2: SUITE 250
CITY: PHOENIX
STATE: ARIZONA
ZIP: 85018
BUSINESS PHONE: 602-808-8800
MAIL ADDRESS:
STREET 1: 4343 EAST CAMELBACK ROAD
STREET 2: SUITE 250
CITY: PHOENIX
STATE: ARIZONA
ZIP: 85018
As filed with the Securities and Exchange Commission on November 21, 1997
Registration No. 333- ________________________
---------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
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MEDICIS PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-1574808
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
4343 East Camelback Road, Suite 250
Phoenix, Arizona 85018
(Address of Principal Executive Offices)
MEDICIS PHARMACEUTICAL CORPORATION 401(k) PLAN
(Full Title of the Plan)
Jonah Shacknai
Chairman and Chief Executive Officer
Medicis Pharmaceutical Corporation
4343 East Camelback Road, Suite 250
Phoenix, Arizona 85018
602-808-8800
(Name, Address, and Telephone Number of Agent for Service)
Copy to:
Frank M. Placenti, Esq.
Bryan Cave LLP
2800 North Central Avenue, 21st Floor
Phoenix, Arizona 85004-1098
602-230-7000
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities To Be Amount To Be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
- ---------------- ------------ -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Interests in the (1) (1) (1) $200.00 (2)
Medicis
Pharmaceutical
Corporation
401(k) Plan
</TABLE>
- --------------------------
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described
herein.
(2) Pursuant to Section 6(b) of the Securities Act of 1933, the
Amount of the Registration Fee is $200.00.
- --------------------------------------------------------------------------------
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PART I
INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I,
Items 1 and 2, will be delivered in accordance with Rule
428(b)(1) of the Securities Act of 1933, as amended ("Securities
Act"). Such documents are not required to be, and are not, filed
with the Securities and Exchange Commission ("Commission")
either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. These documents,
and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated
by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section
10(a) Prospectus), other documents required to be delivered to
eligible employees pursuant to Rule 428(b) or additional
information about the Medicis Pharmaceutical Corporation 401(k)
Plan ("Plan") are available without charge by contacting:
Mark A. Prygocki, Sr., Chief Financial Officer/Secretary
Medicis Pharmaceutical Corporation
4343 East Camelback Road, Suite 250
Phoenix, Arizona 85018
Telephone Number: 602-808-8800
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following
documents, which have been filed by Medicis Pharmaceutical Corporation
("Company"), or the Plan with the Commission, are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
June 30, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended September, 1997.
(c) The Plan's Annual Report on Form 11-K for the year ended
December 31, 1996.
(d) The description of the Company's Class A Common Stock, par
value $0.014 per share (the "Common Stock") contained in Amendment No. 1 on
Form 8-A/A of the Company's Registration Statement on Form 8-A, filed with
the Commission pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on October 24, 1995.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of
such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES. Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article VI of the Company's
Certificate of Incorporation and Article VI of the Company's By-Laws provide for
the indemnification of its directors and officers under certain circumstances
and are incorporated herein by reference.
Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who is, or is threatened
to be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation) by reason of the fact that
such person is or was an officer or director of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. A Delaware corporation may indemnify officers
and directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted
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without judicial approval if the officer or director is adjudged to be liable
for negligence or misconduct in the performance of his duty to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses which he actually and reasonably incurred in connection
therewith. The indemnification provided is not deemed to be exclusive of any
other rights to which an officer or director may be entitled under a
corporation's by-laws, by agreement, vote, or otherwise.
The Company has purchased insurance covering the Company's directors
and officers against claims arising out of their service to the Company and its
subsidiaries.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS. An Exhibit index is located at page 10.
23.1 Consent of Ernst & Young, LLP.
24.1 Powers of Attorney.
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes (1) to file, during
any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect
in the prospectus any facts or events arising after the effective date of
the registration statement (or most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-8 and the information required to
be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement, (2) that, for
the purpose of determining any liability under the Securities Act, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the
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successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that it will submit
or has submitted the amended and restated Plan and any subsequent amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner, and has
made or will make all changes which may be required by the Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on November 21, 1997.
MEDICIS PHARMACEUTICAL CORPORATION
By /s/ Jonah Shacknai
--------------------------------------------
Jonah Shacknai, Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney has been signed by the following
persons in the capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
/s/ Jonah Shacknai Chairman of the Board of November 21, 1997
- ------------------------ Directors and Chief
Executive Officer ------------------
Jonah Shacknai
/s/ Mark A. Prygocki, Sr Chief Financial Officer November 21, 1997
- ------------------------ and Secretary (Principal ------------------
Mark A. Prygocki, Sr Financial Officer and
Principal Accounting Officer)
* Director November 21, 1997
- ------------------------ ------------------
Peter S. Knight, Esq
* Director November 21, 1997
- ------------------------ ------------------
Michael A. Pietrangelo
* Director November 21, 1997
- ------------------------ ------------------
Philip S. Schein, M.D
* Director November 21, 1997
- ------------------------ ------------------
Richard L. Dobson, M.D
* Director November 21, 1997
- ------------------------ ------------------
Arthur G. Altschul, Jr
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* Director November 21, 1997
- ------------------------ -----------------
Lottie H. Shackelford
* By /s/ Jonah Shacknai
------------------------
Jonah Shacknai
By /s/ Mark A. Prygocki, Sr.
------------------------
Mark A. Prygocki, Sr.
Attorneys-In-Fact
Pursuant to the requirements of the Securities Act of 1933, the Medicis
Pharmaceutical Corporation 401(k) Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on November 21, 1997.
MEDICIS PHARMACEUTICAL CORPORATION
401(k) PLAN
By /s/ Jonah Shacknai
-------------------------
Jonah Shacknai, Chief Executive Officer
By /s/ Mark A. Prygocki, Sr.
-------------------------
Mark A. Prygocki, Sr., Chief Financial Officer/
Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
23.1 Consent of Ernst & Young, LLP.
24.1 Powers of Attorney.
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EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Medicis Pharmaceutical Corporation 401(k) Plan of our
report dated August 1, 1997 with respect to the consolidated financial
statements and schedule of Medicis Pharmaceutical Corporation included in its
Annual Report (Form 10-K) for the fiscal year ended June 30, 1997, filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Phoenix, Arizona
November 21, 1997
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EXHIBIT 24.1
Powers of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose signatures appear
below, in counterpart, constitute and appoint Jonah Shacknai and Mark A.
Prygocki, Sr., and each of them, as their true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for them and in
their names, places and steads, in any and all capacities, to sign the
Registration Statement on Form S-8 to be filed in connection with the Medicis
Pharmaceutical Corporation 401(k) Plan and any and all amendments (including
post-effective amendments) to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as they might or could do in person,
thereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her substitutes, may lawfully do or cause to be
done by virtue hereof.
DATED: November 21, 1997.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C>
/s/ Jonah Shacknai Chairman of the Board of Directors November 21, 1997
- -------------------------- and Chief Executive Officer -----------------
Jonah Shacknai
/s/ Mark A. Prygocki, Sr Chief Financial Officer and November 21, 1997
- -------------------------- Secretary (Principal Financial Officer -----------------
Mark A. Prygocki, Sr and Principal Accounting Officer)
/s/ Peter S. Knight Director November 21, 1997
- -------------------------- -----------------
Peter S. Knight, Esq
/s/ Michael A. Pietrangelo Director November 21, 1997
- -------------------------- -----------------
Michael A. Pietrangelo
/s/ Philip S. Schein, M.D Director November 21, 1997
- -------------------------- -----------------
Philip S. Schein, M.D
/s/ Richard L. Dobson, M.D Director November 21, 1997
- -------------------------- -----------------
Richard L. Dobson, M.D
/s/ Arthur G. Altschul, Jr Director November 21, 1997
- -------------------------- -----------------
Arthur G. Altschul, Jr
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Lottie H. Shackelford Director November 21, 1997
- -------------------------- -----------------
Lottie H. Shackelford
</TABLE>
