[DESCRIPTION] MEDICIS PHARMACEUTICAL CORPORATION FORM 8-K,03/28/97
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
Date of Report (Date of earliest event reported) March 28, 1997
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Medicis Pharmaceutical Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-18443 52-1574808
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4343 East Camelback Road, Suite 250, Phoenix, Arizona 85018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 808-8800
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N/A
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(Former name or former address, if changed since last report.)
Item 1. Changes in Control of Registrant.
N/A
Item 2. Acquisition or Disposition of Assets.
N/A
Item 3. Bankruptcy or Receivership.
N/A
Item 4. Changes in Registrant's Certifying Accountants.
N/A
Item 5. Other Events.
On March 7, 1997, Medicis Pharmaceutical Corporation ("Medicis" or the
"Company") announced that its Board of Directors had approved a 3-for-2 stock
split to be effected in the form of a 50% stock dividend (the "Dividend"). The
Dividend will be distributed to holders of record of the Class A and Class B
Common Stock as of March 17, 1997, i.e., the record date. Effective on the
close of market on March 28, 1997 (the payment date), holders of the Company's
Class A Common Stock will receive one additional share of Class A Common Stock
for each two shares of Class A Common Stock held. An equivalent dividend will
be paid to the holders of the Company's Class B Common Stock. Fractional shares
will be rounded up to the next whole share.
The Company intends to file an application for inclusion of the Class A
Common Stock Dividend shares for trading on the NASDAQ National Market System.
Appropriate adjustments will be made to all of the Company's outstanding
options, including options granted pursuant to the terms of the Company's
various stock option plans. Similar adjustments will be made under the
Company's Rights Agreement, dated as of August 15, 1995 (as amended from
time-to-time) between the Company and Norwest Bank Minnesota, N.A., so that
one additional right shall be issued to accompany each share of Class A common
Stock or Class B Common Stock to be issued pursuant to the Dividend.
Item 6. Resignation of Registrants' Directors.
N/A
Item 7. Finance Statements and Exhibits.
(a) Financial Statements.
N/A
(b) Pro Forma Financial Information.
N/A
(c) Exhibits.
* Press Release dated March 7, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEDICIS PHARMACEUTICAL CORPORATION
By: /s/ Mark A. Prygocki, Sr.
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Date April 1, 1997 Mark A. Prygocki, Sr.
Its: Chief Financial Officer
EXHIBIT
MEDICIS The Dermatology Company
FOR IMMEDIATE RELEASE
CONTACT:
Christiana R. Ferris, Director of Corporate Communications
Telephone (602) 808-3854 E-mail: invrltns@medicis.com
MEDICIS ANNOUNCES A 3 FOR 2 STOCK SPLIT
EFFECTED IN THE FORM OF A 50% STOCK DIVIDEND
PHOENIX, ARIZONA, March 7, 1997 -- Medicis Pharmaceutical Corporation
(NASDAQ:MDRX) announced today that its board of directors has approved the
declaration of a 3 for 2 stock split in the form of a stock dividend to be
paid to the holders of record of the Company's common stock on March 17, 1997
(the record date). Holders of the Company's common stock on the record date
will receive one additional share of common stock for every two shares held.
Fractional shares will be rounded up to the next whole share. Effective on the
close of the NASDAQ market on March 28, 1997 (the payment date) Medicis will
have approximately 13,944,660 shares of Class A Common Stock and approximately
281,973 shares of Class B Common Stock outstanding as a result of the stock
dividend.
"With the recent business expansion, such as our acquisition of the dermatology
assets from Syntex and launch of the new TxSYSTEMS(TM) business unit for
cosmetic dermatology, we are excited about the future of the Company," said
Jonah Shacknai, Chairman and Chief Executive Officer of Medicis. "We believe
a lower share price will further facilitate trading and liquidity and benefit
shareholders as Medicis pursues its goal of becoming the nation's leading
dermatology concern."
Medicis is the leading independent dermatogloy company in the United States,
offering prescription and non-prescription products exclusively to treat skin
conditions. Medicis currently markets prescription brands DYNACIN(R), TRIAZ(R)
and THERAMYCIN(TM)Z to treat acne; LIDEX(R) and SYNALAR(R) topical steroids to
treat inflammatory and hyperproliferative skin conditions, and BENZASHAVE(R) to
treat PFB, as well as the over-the-counter ESOTERICA(R) fade creams and
THERAPLEX(R) line of moisturizers and shampoos.
Except for historical information, this news release contains certain forward-
looking statements that involve risk and uncertainties which may cause actual
results to differ materially from the statements made, including the success
and timing of product approvals/launches, the establishment of new corporate
alliances, and other risks listed from time to time in Medicis Pharmaceutical
Corporation's Securities and Exchange Commission filings. These forward-looking
statements represent the judgment of the Company, as of the date of this
release, and Medicis disclaims any intent or obligation to update these forward-
looking statements.