0001246360-12-004836.txt : 20121213
0001246360-12-004836.hdr.sgml : 20121213
20121213155509
ACCESSION NUMBER: 0001246360-12-004836
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121211
FILED AS OF DATE: 20121213
DATE AS OF CHANGE: 20121213
ISSUER:
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: 1231
BUSINESS ADDRESS:
STREET 1: 7720 DOBSON ROAD
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85256
BUSINESS PHONE: 2125992000
MAIL ADDRESS:
STREET 1: 7720 DOBSON ROAD
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85256
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ALTSCHUL ARTHUR G JR
CENTRAL INDEX KEY: 0001173479
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14471
FILM NUMBER: 121262095
MAIL ADDRESS:
STREET 1: C/O OVERBROOK MANAGEMENT CORP
STREET 2: 122 E. 42ND STREET, SUITE 2500
CITY: NEW YORK
STATE: NY
ZIP: 10168
4
1
form.xml
PRIMARY DOCUMENT
X0306
4
2012-12-11
true
0000859368
MEDICIS PHARMACEUTICAL CORP
MRX
0001173479
ALTSCHUL ARTHUR G JR
7720 N. DOBSON RD.
SCOTTSDALE
AZ
85256
true
false
false
false
Common Stock
2012-12-11
4
D
false
8497
44
D
0
D
Non-Employee Director Option
39.04
2012-12-11
4
D
false
21000
4.96
D
2014-09-30
Common Stock
21000
0
D
Non-Employee Director Option
37.85
2012-12-11
4
D
false
7743
6.15
D
2019-05-15
Common Stock
7743
0
D
Non-Employee Director Option
22.79
2012-12-11
4
D
false
15000
21.21
D
2015-05-20
Common Stock
15000
0
D
Non-Employee Director Option
33.81
2012-12-11
4
D
false
15000
10.19
D
2014-05-22
Common Stock
15000
0
D
Non-Employee Director Option
32.35
2012-12-11
4
D
false
7500
11.65
D
2013-09-29
Common Stock
7500
0
D
Non-Employee Director Option
23.62
2012-12-11
4
D
false
15000
20.38
D
2017-05-18
Common Stock
15000
0
D
Non-Employee Director Option
15.89
2012-12-11
4
D
false
5545
28.11
D
2016-05-19
Common Stock
15000
0
D
Non-Employee Director Option
32.56
2012-12-11
4
D
false
15000
11.44
D
2015-09-30
Common Stock
15000
0
D
Non-Employee Director Option
29.3
2012-12-11
4
D
false
21000
14.7
D
2013-09-30
Common Stock
21000
0
D
Non-Employee Director Option
36.29
2012-12-11
4
D
false
6842
7.71
D
2018-05-17
Common Stock
6842
0
D
On December 11, 2012, the Issuer completed its merger (the "Merger") with Valeant Pharmaceuticals International ("Valeant"), whereby the Issuer became a wholly owned subsidiary of Valeant, pursuant to an Agreement and Plan of Merger that was entered into on September 2, 2012 (the "Merger Agreement"). In accordance with the Merger Agreement, each share of common stock of the Issuer issued and outstanding immediately prior to the consummation of the Merger converted into a right to receive an amount in cash equal to $44.00 per share (the "Per Share Merger Consideration"), without interest. The amount of shares in Column 4 includes 2,311 restricted shares of common stock that also converted into a right to receive the Per Share Merger Consideration.
In accordance with the terms of the Merger Agreement, each option to acquire shares of the Issuer (whether vested or unvested) that was outstanding immediately prior to the consummation of the Merger was cancelled in exchange for the right to receive an amount in cash equal to the product of the number of shares of Issuer common stock subject to the option and the excess, if any, of the Per Share Merger Consideration over the exercise price per share of each respective award, less any required withholding taxes. This award had fully vested prior to the consummation of the Merger.
In accordance with the terms of the Merger Agreement, each option to acquire shares of the Issuer (whether vested or unvested) that was outstanding immediately prior to the consummation of the Merger was cancelled in exchange for the right to receive an amount in cash equal to the product of the number of shares of Issuer common stock subject to the option and the excess, if any, of the Per Share Merger Consideration over the exercise price per share of each respective award, less any required withholding taxes. This award was fully unvested prior to the consummation of the Merger.
Arthur Altschul
2012-12-13