0001246360-12-004839.txt : 20121213 0001246360-12-004839.hdr.sgml : 20121213 20121213161509 ACCESSION NUMBER: 0001246360-12-004839 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121211 FILED AS OF DATE: 20121213 DATE AS OF CHANGE: 20121213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DIAMOND STUART CENTRAL INDEX KEY: 0001259438 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14471 FILM NUMBER: 121262261 MAIL ADDRESS: STREET 1: 498 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 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 4 1 form.xml PRIMARY DOCUMENT X0306 4 2012-12-11 true 0000859368 MEDICIS PHARMACEUTICAL CORP MRX 0001259438 DIAMOND STUART 7720 N. DOBSON RD. SCOTTSDALE AZ 85256 true false false false Common Stock 2012-12-11 4 D false 8674.674 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 15000 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. Stuart Diamond 2012-12-13