8-K

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

September 26, 2008

Date of Report (Date of earliest event reported)

Medicis Pharmaceutical Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-18443	52-1574808
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

7720 North Dobson Road
Scottsdale, Arizona 85256
(Address of principal executive offices) (Zip Code)

(602) 808-8800
(Registrant’s telephone number, including area code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

Item 5.04 Temporary Suspension of Trading under Registrant’s Employee Benefit Plans.

     On September 22, 2008, the Audit Committee of the Board of Directors of Medicis Pharmaceutical Corporation (the “Company”) concluded that the Company’s financial statements for one or more prior periods will likely need to be restated in conjunction with revising its sales return reserve calculations. Because of the potential restatement of this information and in order to ensure compliance with applicable securities laws, participants in the Medicis Pharmaceutical Corporation 401(k) Employee Savings Plan (the “401(k) Plan”) will be temporarily subject to a blackout period during which they will be precluded from acquiring beneficial ownership of additional interests in the Company’s common stock fund under the 401(k) plan.

     During the blackout period, 401(k) Plan participants will be unable to direct investments into the Company’s stock fund under the 401(k) Plan. The blackout period began at 7:00 a.m. Pacific time on September 29, 2008 and is currently anticipated to end at 7:00 a.m. Pacific time on the day immediately following the day on which the restated financial statements are filed with the Securities and Exchange Commission. However, for the Company’s executive officers and directors, the blackout period will continue until 7:00 a.m. Pacific time on the third business day following the date the restatement is filed. On September 26, 2008, the Company gave notice of the blackout period to its employees, directors and executive officers. A copy of the notice provided to the Company’s directors and executive officers is filed herewith as Exhibit 99.1.

     Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, as amended, and Regulation BTR under the Securities Exchange Act of 1934, as amended, the Company’s directors and executive officers are prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring any shares of Company common stock or other equity securities of the Company, including the exercise of options to acquire common stock and other derivative securities, during the blackout period. This trading restriction bars directors and executive officers from trading within the 401(k) Plan as well as trading outside the 401(k) Plan.

     Any questions concerning the blackout period or the transactions affected by the blackout period are to be addressed to Jason D. Hanson, Executive Vice President, General Counsel and Corporate Secretary, at the Company’s headquarters, 7720 North Dobson Road, Scottsdale, Arizona 85256 or by telephone at (480) 291-5508.

Item 8.01 Other Events.

     In conjunction with its determination that its financial statements will likely need to be restated, the Company is notifying participants in its various equity incentive plans that, during a designated suspension period, they will not be able to receive any shares, exercise any outstanding stock options or other equity-based awards, take delivery of shares upon the vesting of restricted stock units or sell any shares previously received pursuant to the terms of the equity incentive plans. The designated suspension period coincides with the blackout period described above under Item 5.04.

Item 9.01 Exhibits.

     (d) Exhibits

99.1 Notice of Blackout Period to Directors and Executive Officers of Medicis Pharmaceutical Corporation dated September 26, 2008.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 29, 2008	By:	/s/ Jason D. Hanson
		Jason D. Hanson
		Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

NOTICE OF BLACKOUT PERIOD

To:	Directors and Executive Officers of Medicis Pharmaceutical Corporation
Re:	Blackout Period
Date:	September 26, 2008

As you may already know, the Company determined that its financial statements for one or more prior periods will likely need to be restated in conjunction with revising our sales return reserve calculations. This determination has substantial implications for the Company’s various equity incentive programs and your ability to engage in transactions involving the Company’s common stock. You are currently under a Company-imposed blackout on your ability to trade in the Company’s common stock. Moreover, as a result of the impact that the restatement decision will have upon certain employee equity incentive programs, including the Medicis Pharmaceutical Corporation 401(k) Employee Savings Plan (the “401(k) Plan”), you will now also be subject to the restrictions of Section 306(a) of the Sarbanes-Oxley Act, which prohibit you from purchasing selling, acquiring or transferring any equity securities of the Company, to the extent those securities were acquired in connection with your service as an executive officer or director.

Because of the potential restatement of this information and in order to ensure compliance with applicable securities laws, participants in the Company’s various equity incentive programs will be subject to a blackout period. The blackout period begins at 7:00 a.m., September 29, 2008, and will continue for directors and executive officers until 7:00 a.m. on the third business day following the day on which the restated financial statements are filed with the Securities and Exchange Commission. The Company believes that the events leading to blackout period were unforeseeable. Accordingly, the Company was unable to provide advance notice of the blackout period and is providing this notice as soon as reasonably possible under the circumstances.

Your participation in the Company’s equity incentive plans will accordingly be affected as follows:

Medicis Pharmaceutical Corporation 401(k) Employee Savings Plan: During the blackout period, the directors and executive officers will be precluded from directing the investment of their 401(k) Plan contributions into shares of the Company’s common stock or from moving their existing account balance under the 401(k) Plan into the Company common stock fund. 401(k) Plan contributions will instead be directed to an alternate default fund. In addition, to the extent one or more executive officers may have their 401(k) Plan account currently invested in the Company common stock fund, they will not be allowed during the blackout period to liquidate that investment and move it into another available investment fund. For this reason, it is very important that you review and consider the appropriateness of your current investment decisions in light of your inability to direct or diversify certain assets credited to your account during the blackout period.

Stock Option Exercises: No exercises of outstanding options, including same-day exercise and sale transactions, can be effected during the blackout period.

Restricted Stock Unit Vesting Events: No delivery of shares of the Company’s common stock upon the vesting of restricted stock units will be effected during the blackout period.

Because of the complexity of the Sarbanes-Oxley prohibition, executive officers and directors are strongly advised not to engage directly or indirectly in any transactions involving the Company’s common stock or any derivative security tied to the value of the stock during the blackout period.

The Company reminds you that all employees, officers, consultants and directors of the Company are subject to its procedures and policies governing securities trading and communications. It is illegal for any such person to engage in transactions involving the Company’s securities while in possession of material non-public information concerning the Company. It is also illegal for such persons to give material non-public information concerning the Company to others who may trade on the basis of that information.

If you have any questions concerning the blackout period or the prohibition on transactions involving the Company’s common stock or any related derivative security, please contact Jason D. Hanson, Executive Vice President, General Counsel and Corporate Secretary, at the Company’s headquarters, 7720 North Dobson Road, Scottsdale, Arizona 85256 or by telephone at (480) 291-5508.

The Company can provide no assurances as to when the restatement will be completed and filed with the Securities and Exchange Commission since completion of the restatement is not entirely within the Company’s control. However, the Company will notify you promptly when the blackout period ends.