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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) August 2, 1996
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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 jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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 (606) 808-8800
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N/A
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(Former name or former address, if changed since last report.)
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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 July 22, 1996, 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 paid to holders of record of the Class A and Class B Common
Stock on July 22, 1996, i.e., the record date. Pursuant to the Dividend,
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. Because the Company does not currently have available the additional
shares of Class B Common Stock in which to pay the Dividend, holders of the
Company's Class B Common Stock will receive a new series of preferred stock
denominated as Series B Automatically Convertible Preferred Common Stock
("Series B Preferred Stock"). The relative rights, preferences, privileges and
limitations of the Series B Preferred Stock are identical in all respects to
that of the Company's Class B Common Stock and in no way vary from the rights,
preferences, privileges or limitations of the Class B Common Stock except that,
each share of Series B Preferred Stock shall be automatically (and without any
further action by or on behalf of the Company or the holder thereof) converted
into one share of Class B Common Stock immediately upon approval of the
Company's shareholders of an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of Class B Common
Stock by a number equal to or greater than the number of outstanding and issued
shares of Series B Preferred Stock. In addition, shares of Series B Preferred
Stock are convertible into Class A Common Stock on the same terms and
conditions (including automatic conversion upon transfer) applicable to the
conversion of Class B Common Stock into Class A Common Stock. Pursuant to the
Board's action, 62,660 shares of Series B Preferred Common Stock were created
and reserved for issuance upon payment of the Dividend.
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.
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The Company intends to submit to the shareholders at its 1996 Annual
Meeting, an amended and restated Certificate of Incorporation which will
increase the number of authorized shares of Class A and Class B Common Stock in
order to effect the automatic conversion of Series B Preferred Stock into Class
B Common Stock.
Appropriate adjustments will be made to all of the Company's
outstanding options and warrants, including options granted pursuant to the
terms of the Company's various incentive 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 American
Stock Transfer and Trust Company, so that one additional right shall be issued
to accompany each share of Class A Common Stock or Series B Preferred Stock to
be issued pursuant to the Dividend.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
N/A
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
N/A
(b) Pro Forma Financial Information.
N/A
(c) Exhibits.
7.1 - Press Release dated July 23, 1996.
7.2 - Certificate of Designation of Series B Automatically
Preferred Common Stock.
7.3 - Form of Consent of Class B Common Stockholders.
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
Date August 8, 1996 By: /s/ Mark A. Prygocki, Sr.
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Mark A. Prygocki, Sr.
Its: Chief Financial Officer
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