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United States
Securities and Exchange Commission
Washington, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1996.
or
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____ to _____.
Commission file number 0-18443
MEDICIS PHARMACEUTICAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 52-1574808
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(State of other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4343 East Camelback Road, Suite 250, Phoenix, AZ 85018-2700
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (602) 808-8800
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.014 par value Preference Share Purchase Rights
(Title of each Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form or any amendment
to this Form 10-K [ ].
The aggregate market value on August 5, 1996, of the voting stock held on August
5, 1996, by non-affiliates of the registrant was $225,476,449 (calculated by
excluding all shares held by executive officers, directors and holders of five
percent or more of the voting power of the registrant's Common Stock, without
conceding that such persons are "affiliates" of the Registrant for purposes of
the federal securities law).
As of August 3, 1996 there were 6,832,633 shares of Class A Common Stock $0.014
par value, 125,322 shares of Class B Common Stock $0.014 par value, and 62,660
shares of Series B Preferred Stock, $0.01 par value outstanding.
Documents incorporated by reference:
Portions of the Proxy Statement for the Registrant's 1996 Annual Meeting of
Stockholders are incorporated herein by reference in Part III of this Form 10-K
to the extent stated herein.
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PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Page
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(a) Documents filed as a part of this Report.
(1) Financial Statements:
Index to Consolidated Financial Statements..................... F-1
Report of Ernst & Young LLP, Independent Auditor............... F-2
Consolidated balance sheets at June 30, 1996 and 1995.......... F-3
Consolidated statements of income for the years ended
June 30, 1996, 1995 and 1994................................... F-5
Consolidated statement of stockholders' equity for the years
ended June 30, 1996, 1995 and 1994............................. F-6
Consolidated statements of cash flows for the years ended
June 30, 1996, 1995 and 1994................................... F-7
Notes to consolidated financial statements..................... F-8
(2) Financial Statement Schedules:
Schedule II - Valuation and Qualifying Account................. S-1
The financial statement schedule should be read in
conjunction with the consolidated financial
statements. Financial statement schedules not
included in this Annual Report on Form 10-K have been
omitted because they are not applicable or the
required information is shown in the financial
statements or notes thereto.
(3) Exhibits filed as part of this Report:
Exhibit No. Description
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3.1 - Certificate of Incorporation of the Company, as amended.(16)
3.3 - By-Laws of the Company.(1)
4.1 - Rights Agreement, dated as of August 17, 1995, between the Company
and American Stock Transfer & Trust Company, as Rights Agent.(11)
4.3 - Form of specimen certificate representing Class A Common Stock.(16)
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10.1 - License Agreement among Euromerican Trade Resources, Inc., Dr. H.R. Suess and
H.R. Suess A.G. dated as of September 24, 1987.(3)
10.2 - Modification to License Agreement among the Company, Euromerican Trade
Resources, Inc., Dr. H.R. Suess and H.R. Suess A.G. dated as of April 6, 1989.(3)
10.3 - Letter Agreement between the Company and Euromerican Trade Resources, Inc. dated
as of April 6, 1989, relating to Modification to License Agreement among the
Company, Euromerican Trade Resources, Inc., Dr. H.R. Suess and H.R. Suess A.G.
dated as of April 6, 1989.(3)
10.8 - Medicis Pharmaceutical Corporation 1995 Stock Option Plan (incorporated by
references to Exhibit C to the definitive Proxy Statement for the 1995 Annual Meeting
of Stockholders previously filed with the SEC, File No. 0-18443).
10.9 - Employment Agreement between the Company and Jonah Shacknai dated as of
July 24, 1996.(15)
10.10 - Medicis Pharmaceutical Corporation 1988 Stock Option Plan, as amended.(4)
10.12 - License Agreement between the Company and Dr. H.R. Suess dated March 1, 1990.(3)
10.13 - License Agreement between Syosset Laboratories, Inc. and Medicis Dermatologics,
Inc. dated as of July 25, 1990 and the Guaranty of the Company.(5)
10.14 - Non-Exclusive License Agreement between Syosset Laboratories, Inc. and Medicis
Dermatologics, Inc. dated as of July 25, 1990 and the Guaranty of the Company.(5)
10.15 - Manufacturing Agreement between Syosset Laboratories, Inc. and Medicis
Dermatologics, Inc. dated as of July 25, 1990 and the Guaranty of the Company.(5)
10.16 - Sales Agency Agreement between Syosset Laboratories, Inc. and Medicis
Dermatologics, Inc. dated as of July 25, 1990 and the Guaranty of the Company.(5)
10.18 - Medicis Pharmaceutical Corporation 1990 Stock Option Plan, as amended.(4)
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10.46 - Option to Purchase 2,678 Shares of Class A Common Stock of the Company,
dated December 3, 1991.(6)
10.49 - Option to Purchase Class A Common Stock granted to Stephen B. Booke.(4)
10.50 - Option to Purchase Class A Common Stock granted to Gerald Amato.(4)
10.58 - Medicis Pharmaceutical Corporation 1992 Stock Option Plan.(8)
10.59 - Supply Agreement, dated as of October 21, 1992, between Schein and the
Company.(7)
10.69 - Purchase Agreement, dated May 21, 1993, between the Company and Bindley
Western Drug Company.(9)
10.70 - Amendment to Manufacturing and Supply Agreement, dated March 2, 1993,
between Schein and the Company.(10)
10.71 - Manufacturing and Supply Agreement, dated as of March 15, 1995, between
SmithKline Beecham Consumer Healthcare, L.P. and the Company.(11)
10.72(a) - Credit and Security Agreement, dated as of August 3, 1995, between the
Company and Norwest Business Credit, Inc.(12)
10.72(b) - First Amendment to Credit and Security Agreement, dated as of May 29, 1996,
between the Company and Norwest Bank Arizona, N.A.(15)
10.73(a) - Patent Collateral Assignment and Security Agreement, dated as of August 3,
1995, by the Company to Norwest Business Credit, Inc.(13)
10.73(b) - First Amendment to Patent Collateral Assignment and Security Agreement,
dated as of May 29, 1996, by the Company to Norwest Bank Arizona, N.A.(15)
10.74(a) - Trademark Collateral Assignment and Security Agreement, dated as of August 3,
1995, by the Company to Norwest Business Credit, Inc.(14)
10.74(b) - First Amendment to Trademark Collateral Assignment and Security Agreement,
dated as of May 29, 1996, by the Company to Norwest Bank Arizona, N.A.(15)
10.75 - Assignment and Assumption of Loan Documents, dated as of May 29, 1996, from
Norwest Business Credit, Inc., to and by Norwest Bank Arizona, N.A.(15)
10.76 - Multiple Advance Note, dated May 29, 1996, from the Company to Norwest Bank
Arizona, N.A.(15)
21.1 - Subsidiaries.(15)
23.1 - Consent of Ernst & Young LLP(16).
24.1 - Power of Attorney (See page 34).
27.1 - Financial Data Schedule(15).
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(1) Incorporated by reference to the exhibit with the same number
in the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1992, File No. 0-18443, previously filed
with the Securities and Exchange Commission (the "SEC").
(2) [Intentionally Omitted.]
(3) Incorporated by reference to the exhibit with the same number
in Amendment No. 1 to the Registration Statement on Form S-1
of the Company, File No. 33-32918, filed with the SEC on March
6, 1990.
(4) Incorporated by reference to the exhibit with the same number
in the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1992, as amended, File No. 0-18443
previously filed with the SEC.
(5) Incorporated by reference to the exhibit with the same number
in Amendment No. 2 to the Registration Statement on Form S-1
of the Company, File No. 33-34041, filed with the SEC on
August 2, 1990.
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(6) Incorporated by reference to the exhibit with the same number
in Amendment No. 1 to the Registration Statement on Form S-1
of the Company, File No. 33-46913, filed with the SEC on April
29, 1992.
(7) Incorporated by reference to the exhibit with the same number
in Registration Statement on Form S-1 of the Company, File No.
33-54276, filed with the SEC on June 11, 1993.
(8) Incorporated by reference to Exhibit B to the Company's
definitive Proxy Statement for its 1992 Annual Meeting of
Stockholders, previously filed with the SEC, File No. 0-18443.
(9) Incorporated by reference to the exhibit with the same number
in Amendment No. 1 to the Registration Statement on Form S-1
of the Company, File No. 33-54276, filed with the SEC on May
25, 1993.
(10) Incorporated by reference to the exhibit with the same number
in the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1993, File No. 0-18443, filed with the SEC
on October 13, 1993.
(11) Incorporated by reference to the exhibit with the same number
in the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1995, File No. 0-18443, filed with the SEC
on September 27, 1995 ("1995 Form 10-K").
(12) Incorporated by reference to exhibit number 4.2 in the 1995
Form 10-K.
(13) Incorporated by reference to exhibit number 4.4 in the 1995
Form 10-K.
(14) Incorporated by reference to exhibit number 4.5 in the 1995
Form 10-K.
(15) Previously filed.
(16) Filed herewith.
(b) A Report on Form 8-K was filed with the Securities and Exchange
Commission on August 12, 1996 relating to the 3-for-2 stock split
in the form of a 50% stock dividend paid on August 2, 1996 to holders
of record on July 22, 1996.
(c) The exhibits to this Form 10-K follow the Company's Financial Statement
Schedule included in this Form 10-K.
(d) The Financial Statement Schedule to this Form 10-K appears on page S-1
of this Form 10-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: September 24, 1996
MEDICIS PHARMACEUTICAL CORPORATION
By: *
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Jonah Shacknai
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 to Form 10-K has been signed below by the following persons on
behalf of the Registrant in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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* Chairman of the Board of Directors September 24, 1996
- ------------------------------------- and Chief Executive Officer
Jonah Shacknai (Principal Executive Officer)
/s/ MARK A. PRYGOCKI, SR. Chief Financial Officer September 24, 1996
- ------------------------------------- (Principal Financial and Accounting
Mark A. Prygocki, Sr. Officer)
* Director September 24, 1996
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Joseph Salvani
* Director September 24, 1996
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Richard L. Dobson, M.D.
* Director September 24, 1996
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Michael A. Pietrangelo
Director September 24, 1996
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Philip S. Schein, M.D.
* Director September 24, 1996
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Arthur Altschul, Jr.
* Director September 24, 1996
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Lottie Shackelford
*By /s/ Mark A. Prygocki, Sr.
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Mark A. Prygocki, Sr.
Attorney-in-Fact
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