<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDICIS PHARMACEUTICAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
DELAWARE 52-1574808
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
4343 EAST CAMELBACK ROAD, SUITE 250
PHOENIX, ARIZONA 85018-2700
(602) 808-8800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
------------------------
JONAH SHACKNAI
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
MEDICIS PHARMACEUTICAL CORPORATION
4343 EAST CAMELBACK ROAD, SUITE 250
PHOENIX, ARIZONA 85018-2700
(602) 808-8800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
<TABLE>
<S> <C>
JOSEPH P. RICHARDSON, ESQ. ALAN C. MENDELSON, ESQ.
JIN SUN KIM, ESQ. COOLEY GODWARD LLP
BRYAN CAVE LLP FIVE PALO ALTO SQUARE
SUITE 2100 3000 EL CAMINO REAL
2800 NORTH CENTRAL AVENUE PALO ALTO, CALIFORNIA 94306
PHOENIX, ARIZONA 85004
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [X]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE PRICE(2) FEE(2)
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<S> <C> <C> <C> <C>
Class A Common Stock, $0.14 par value per
share................................... 575,000 $48.25 $27,743,750 $8,185
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</TABLE>
(1) Includes 75,000 shares of Class A Common Stock that Underwriters have the
option to purchase to cover overallotments, if any.
(2) 3,450,000 shares were registered on a registration statement on Form S-3
(File No. 333-44055) filed on January 12, 1998, and an additional 575,000
shares (for a total of 4,025,000 shares) were registered on Amendment No. 1
filed on February 5, 1998. Filing fees totaling $52,869 were paid in
connection with the previous filings.
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<PAGE> 2
EXPLANATORY NOTE
This registration statement relates to the public offering of Common Stock
of Medicis Pharmaceutical Corporation, contemplated by a Registration Statement
on Form S-3, together with Amendment No. 1 thereto (File No. 333-44055) (the
"Prior Registration Statement"), which was declared effective by the Securities
and Exchange Commission on February 5, 1998, and is filed solely to increase the
number of shares to be offered in such offering by 575,000 shares (including up
to 75,000 additional shares that may be sold pursuant to the Underwriters'
over-allotment option). The contents of the Prior Registration Statement are
hereby incorporated by reference.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Phoenix, State of Arizona, on February 5, 1998.
MEDICIS PHARMACEUTICAL CORPORATION
By: /s/ MARK A. PRYGOCKI, SR.
------------------------------------
Mark A. Prygocki, Sr.
Chief Financial Officer,
Treasurer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------------------- -----------------
<C> <S> <C>
* Chairman of the Board of Directors February 5, 1998
- ----------------------------------- and Chief Executive Officer
Jonah Shacknai (Principal Executive Officer)
/s/ MARK A. PRYGOCKI, SR. Chief Financial Officer (Principal February 5, 1998
- ----------------------------------- Financial and Accounting Officer)
Mark A. Prygocki, Sr.
* Director February 5, 1998
- -----------------------------------
Peter S. Knight Esq.
* Director February 5, 1998
- -----------------------------------
Richard L. Dobson, M.D.
* Director February 5, 1998
- -----------------------------------
Michael A. Pietrangelo
* Director February 5, 1998
- -----------------------------------
Philip S. Schein, M.D.
* Director February 5, 1998
- -----------------------------------
Arthur G. Altschul, Jr.
* Director February 5, 1998
- -----------------------------------
Lottie Shackelford
*By: /s/ MARK A. PRYGOCKI, SR.
- -----------------------------------
Mark A. Prygocki, Sr.
(Attorney-in-fact)
</TABLE>
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ----------------------------------------------------------------------------------
<C> <S>
1.1* Form of Underwriting Agreement
5.1 Opinion of Bryan Cave LLP with respect to the Common Stock being registered
23.1 Consent of Bryan Cave LLP (contained in their opinion filed as Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Arthur Andersen LLP
24.1* Power of Attorney
</TABLE>
- ---------------
* Incorporated by reference to the Registrant's Registration Statement on Form
S-3 No. 333-44055.
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF BRYAN CAVE]
February 5, 1998
Medicis Pharmaceutical Corporation
4343 East Camelback Road, Suite 250
Phoenix, Arizona 85018-2700
Re: Medicis Pharmaceutical Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Medicis Pharmaceutical Corporation, a Delaware
corporation (the "Company") in connection with the filing of an abbreviated
registration statement pursuant to Rule 462(b) promulgated under the Securities
Act of 1933, as amended (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") on February 5, 1998, covering the
underwritten public offering of an additional 575,000 shares of the Company's
Common Stock with a par value of $0.14 per share (the "Shares") (including
75,000 shares of Common Stock for which the underwriters will be granted an
over-allotment option). All of the Shares are to be sold by the Company as
described in the Registration Statement. Capitalized terms used herein without
definition shall have the meaning set forth in the Registration Statement.
In arriving at the opinion expressed below, we have examined the
Registration Statement and such other documents, including the Certificate of
Incorporation and Bylaws of the Company, each as amended to date, as we have
deemed necessary to enable us to express the opinion set forth herein. In
addition, we have examined and relied, to the extent we deem proper, on
certificates of officers of the Company as to certain factual matters relevant
to this opinion and other written and oral representations made to us by the
officers of the Company, and on the originals or copies, certified or otherwise
identified to our satisfaction as conforming to the originals thereof, of such
other documents and corporate records of the Company and such other instruments
and certificates of public officials and other persons as we have deemed
appropriate. In our examination, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the original documents
of all documents submitted to us as copies, and the genuineness of all
signatures (other than that of the Company) on all documents reviewed by us.
Based on the foregoing and subject to the limitations and qualifications
set forth herein, we are of the opinion that:
The Common Stock to be issued by the Company, pursuant to the terms of the
Registration Statement and an Underwriting Agreement to be entered into by the
Company and BancAmerica Robertson Stephens, as Representative of the several
Underwriters, have been duly authorized, and upon issuance and delivery against
payment therefor in accordance with the terms of such Underwriting Agreement,
will be duly and validly issued and fully paid and nonassessable.
This opinion is limited to the present laws of the State of Delaware and
the present federal securities laws of the United States and to the facts as
they presently exist. We hereby consent to references to our firm under the
caption "Legal Matters" in the Registration Statement and to the use of this
opinion as an exhibit to the Registration Statement. In giving this consent, we
do not hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act, or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ BRYAN CAVE LLP
BRYAN CAVE LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Experts" and
"Selected Consolidated Financial Data" and to the incorporation by reference in
the Registration Statement (Form S-3) and in the related Prospectus filed
pursuant to Rule 462(b) of Medicis Pharmaceutical Corporation for the
registration of 575,000 shares of its Class A common stock of our report dated
August 1, 1997, with respect to the consolidated financial statements of Medicis
Pharmaceutical Corporation included in its Annual Report (Form 10-K) for the
year ended June 30, 1997.
/s/ ERNST & YOUNG LLP
Phoenix, Arizona
February 4, 1998
<PAGE> 1
EXHIBIT 23.3
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this 462(b) Registration Statement on Form S-3 of our report
dated April 15, 1997 included in Medicis Pharmaceutical Corporation's Form 8-K/A
dated January 9, 1998, and to all references to our Firm included in or made a
part of this 462(b) Registration Statement on Form S-3.
/s/ ARTHUR ANDERSEN LLP
--------------------------------------
ARTHUR ANDERSEN LLP
Chicago, Illinois
February 4, 1998
