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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Earliest Event Reported: April 19, 1999
MEDICIS PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-18443 52-1574808
(State or other (Commission (IRS Employer
jurisdiction of file number) Identification No.)
incorporation)
4343 East Camelback Road
Phoenix, Arizona 85018
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(602) 808-8800
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
Effective as of April 1, 1999, the Registrant purchased all the issued
and outstanding common stock of Ucyclyd Pharma, Inc. ("Ucyclyd"), a
Maryland corporation (the "Acquisition") pursuant to a Stock Purchase
Agreement by and among the Registrant, Ucyclyd and the Sellers signatory
thereto. A description of the Acquisition is contained in the press
release attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
The following Exhibits are filed as part of this report:
99.1 - Press Release dated April 19, 1999.
SIGNATURE
Pursuant to the requirements 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.
MEDICIS PHARMACEUTICAL CORPORATION
/S/ MARK A. PRYGOCKI, SR.
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Mark A. Prygocki, Sr.
Chief Financial Officer
Date: April 22, 1999.
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
99.1 -- Press Release dated April 19, 1999.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT:
Libby Retherford, Director, Corporate Communications,
(602) 808-3854
MEDICIS PHARMACEUTICAL CORPORATION ANNOUNCES
ACQUISITION OF UCYCLYD PHARMA INC.
PHOENIX---April 19, 1999---Medicis Pharmaceutical Corporation (NYSE:MRX)
today announced the strategic acquisition of Ucyclyd Pharma Inc., a
privately held pharmaceutical company based in Baltimore, for approximately
$23.4 million in cash. Under terms of the agreement, Medicis will pay $15
million at the close of the transaction; $5.7 million on the first anniversary
of the closing date, subject to certain manufacturing conditions; and $2.7
million upon regulatory approval of a line extension. Medicis will also
receive certain technologies that will further enhance the Company's
research and development pipeline.
Ucyclyd Pharma's principal product is the orphan drug BUPHENYL(TM), the
only approved drug substance indicated in the treatment of Urea Cycle
Disorders (UCDs). UCDs are a group of rare genetic metabolic disorders where
one or more of the key enzymes needed to eliminate waste nitrogen from the body
are missing. Most UCD patients are required to maintain BUPHENYL(TM) therapy
for the duration of their lives. Typically, this disorder is treated by
pediatric specialists. Historically, this product has had approximately $6
million in annual sales.
"We are pleased to announce this strategic acquisition and the Company's
entrance into the specialty niche orphan drug market," said Jonah Shacknai,
Chairman and Chief Executive Officer. "This acquisition contributes strong
gross profit margins and will be predictably accretive to earnings. Urea
Cycle Disorders present an interesting market niche requiring little
promotional effort and a lack of management dilution. The profitability of
this transaction will help to fund additional research and development
efforts."
Medicis is the leading independent pharmaceutical company in the United
States focusing primarily on the treatment of dermatological conditions.
Medicis develops and markets leading products for major segments within
dermatology including acne, psoriasis, eczema, rosacea, dandruff and
cosmesis (improvement in the texture and appearance of skin). Primary
products include prescription brands (all of which are registered trademarks
of Medicis) DYNACIN, TRIAZ, LUSTRA, LIDEX, SYNALAR, LOPROX, TOPICORT, NOVACET,
ZONALON and A/T/S, and over-the-counter brands ZOSTRIX, ESOTERICA and
THERAPLEX.
Except for historical information, this news release contains certain
forward-looking statements that involve risks and uncertainties which may
cause actual results to differ materially from the statements made, including
the Company's dependence on sales of key products, uncertainty of future
financial results and fluctuations in operating results, dependence on the
Company's acquisition strategy, new product introductions and other risks
described from time to time in the Company's SEC filings. These forward-looking
statements represent the judgment of the Company, as of the date of this
release, and Medicis disclaims any intent or obligation to update these
forward-looking statements.
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