-----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, NaxthPJbKLcLDjNYzeTkvPLEA1BbRf5od5cKmG/mWFyMBzeUrKyLj3TmLwHRnreO 1Z9XtZUKn7b6NMrGzrJ1EQ== 0000950153-97-001244.txt : 19971124 0000950153-97-001244.hdr.sgml : 19971124 ACCESSION NUMBER: 0000950153-97-001244 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971121 EFFECTIVENESS DATE: 19971121 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: S-8 SEC ACT: SEC FILE NUMBER: 333-40801 FILM NUMBER: 97726533 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 S-8 1 FORM S-8 1 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 --------------------------------- 2 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 2 3
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 - ---------------- ------------ -------------- -------------- ---------------- Interests in the (1) (1) (1) $200.00 (2) Medicis Pharmaceutical Corporation 401(k) Plan
- -------------------------- (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. - -------------------------------------------------------------------------------- 3 4 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 4 5 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 5 6 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 6 7 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. 7 8 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 8 9 * 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 9 10 EXHIBIT INDEX EXHIBIT DESCRIPTION NUMBER 23.1 Consent of Ernst & Young, LLP. 24.1 Powers of Attorney. EX-23.1 2 CONSENT OF INDEPENDANT AUDITORS 1 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 EX-24.1 3 POWER OF ATTORNEY 1 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.
Signature Title Date - --------- ----- ---- /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
2 /s/ Lottie H. Shackelford Director November 21, 1997 - -------------------------- ----------------- Lottie H. Shackelford
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