-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UZFi3pedp/P/REiEC7LNIyV7/uI84je31zytPVzdOm7jaK4Y5kALaW1+ja6XxdYr MtGE1HOgFAB2UuL6foqyaQ== 0000950153-96-000678.txt : 19960925 0000950153-96-000678.hdr.sgml : 19960925 ACCESSION NUMBER: 0000950153-96-000678 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960924 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICIS PHARMACEUTICAL CORP CENTRAL INDEX KEY: 0000859368 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521574808 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-18443 FILM NUMBER: 96633939 BUSINESS ADDRESS: STREET 1: 4343 EAST CAMELBACK RD CITY: PHOENIX STATE: AZ ZIP: 85018 BUSINESS PHONE: 2125992000 MAIL ADDRESS: STREET 1: 4343 E CAMELBACK RD STREET 2: SUITE 250 CITY: PHOENIX STATE: AZ ZIP: 85018 10-K/A 1 AMENDMENT NO. 1 TO MEDICIS FORM 10-K, FTYE 6/30/96 1 United States Securities and Exchange Commission Washington, D.C. 20549 --------------------------------------- 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 ---------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 52-1574808 - --------------------------------- ------------------------------------ (State of other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 4343 East Camelback Road, Suite 250, Phoenix, AZ 85018-2700 - ----------------------------------------------------------- ------------ (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. 2 PART IV ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Page ---- (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 - ----------- ----------- 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)
30 3 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)
31 4 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).
- ------------ (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. 32 5 (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. 33 6 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: * ------------------------------------- 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.
SIGNATURE TITLE DATE - ------------------------------------- -------------------------------------- ---------------- * 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 - ------------------------------------- Joseph Salvani * Director September 24, 1996 - ------------------------------------- Richard L. Dobson, M.D. * Director September 24, 1996 - ------------------------------------- Michael A. Pietrangelo Director September 24, 1996 - ------------------------------------- Philip S. Schein, M.D. * Director September 24, 1996 - ------------------------------------- Arthur Altschul, Jr. * Director September 24, 1996 - ------------------------------------- Lottie Shackelford *By /s/ Mark A. Prygocki, Sr. -------------------------------- Mark A. Prygocki, Sr. Attorney-in-Fact
34 EX-3.1 2 CERTIFICATE OF INCORPORATION AS AMENDED 1 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 2 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 EX-4.3 3 FORM OF SPECIMEN CERTIFICATE FOR CLASS A COMMON 1 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] 2 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 -------------------------------------- -------------------------------------- ----------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- -----------------------------------------------------------------------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 ----------------------------------------------------- ----------------------------------------------------- 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: - ---------------------------------------------------- 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. EX-23.1 4 CONSENT OF ERNST & YOUNG LLP 1 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 -----END PRIVACY-ENHANCED MESSAGE-----