As filed with the Securities and Exchange Commission on July 22, 2003
Registration No. 333-107089
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDICIS PHARMACEUTICAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 3571 52-1574808
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Code Number)
8125 NORTH HAYDEN ROAD
SCOTTSDALE, ARIZONA 85258-2463
(602) 808-8800
(Address, Including Zip Code, and Telephone Number Including Area Code, of
Registrant's Principal Executive Offices)
JONAH SHACKNAI
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
MEDICIS PHARMACEUTICAL CORPORATION
8125 NORTH HAYDEN ROAD
SCOTTSDALE, ARIZONA 85258-2463
(602) 808-8800
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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Copies to:
STEPHEN E. OLDER
AKIN GUMP STRAUSS HAUER & FELD LLP
590 MADISON AVENUE
NEW YORK, NEW YORK 10022-2524
(212) 872-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As promptly as
possible upon effectiveness of this Registration Statement.
If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our company is a corporation organized under Delaware law. Pursuant to
the statutes of the State of Delaware, a director or officer of a corporation is
entitled, under specified circumstances, to indemnification by the corporation
against reasonable expenses, including attorney's fees, incurred by him/her in
connection with the defense of a civil or criminal proceeding to which he/she
has been made, or threatened to be made, a party by reason of the fact that
he/she was such director or officer. In certain circumstances, indemnity is
provided against judgments, fines and amounts paid in settlement.
In general, indemnification is available where the director or officer
acted in good faith, for a purpose he/she reasonably believed to be in the best
interests of the corporation. Specific court approval is required in some cases.
The foregoing statement is subject to the detailed provisions of Sections 715,
717 and 721-725 of the Delaware Business Corporation Law.
Our By-laws provide that our company is authorized, by a resolution of
shareholders, a resolution of directors or an agreement providing for such
indemnification, to the fullest extent permitted by applicable law, to provide
indemnification and to advance expenses to its directors and officers in respect
of claims, actions, suits or proceedings based upon, arising from, relating to
or by reason of the fact that any such director or officer serves or served in
such capacity with our company or at the request of our company in any capacity
with any other enterprise.
The directors and officers of Medicis are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities arising
under the Securities Act, that might be incurred by them in such capacities.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit
No. Document
1.1 Dealer Manager Agreement, dated as of July 16, 2003, by and among
Medicis Pharmaceutical Corporation, Thomas Weisel Partners LLC and
Deutsche Bank Securities Inc.
3.1 Certificate of Incorporation of the Company, as amended. (Incorporated
by reference to Exhibit 3.1 to our Annual Report on Form 10-K for the
fiscal year ended June 30, 1995.)
3.2 Amended and Restated By-laws of the Company, as amended. (Incorporated
by reference to Exhibit 3.3 to our Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999.)
4.1 Form of Indenture, dated as of June 4, 2002, by and between Medicis
Pharmaceutical Corporation, as issuer, and Deutsche Bank Trust Company
Americas, as trustee for Old Notes. (Incorporated by reference to
Exhibit 4.1 to our current report on Form 8-K filed with the SEC on
June 6, 2002.)
4.2 Form of Indenture between Medicis Pharmaceutical Corporation and
Deutsche Bank Trust Company Americas, as trustee for the New Notes.*
4.3 Rights agreement, dated August 17, 1995, between the Company and
American Stock Transfer & Trust Company, as Rights Agent. (Incorporated
by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the
fiscal year ended June 30, 1995.)
4.4 Amendment No. 2 to Rights Agreement, dated March 17, 1997, between the
Company and Norwest Bank Minnesota, N.A.. (Incorporated by reference to
Exhibit 4.1 to our Quarterly
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Report on Form 10-Q for the quarter ended March 31, 1997.)
4.5 Form of specimen certification representing Class A common stock.
(Incorporated by reference to Exhibit 4.3 to the Registration Statement
of Form S-1 of the Registrant, filed with the SEC on January 16, 1990.)
5.1 Opinion of Akin Gump Strauss Hauer & Feld LLP with respect to the New
Notes**
21.1 Subsidiaries of the Registrant. (Incorporated by reference to Exhibit
21.1 to our Annual Report on Form 10-K for the fiscal year ended
June 30,2002.)
23.1 Consent of Ernst and Young LLP**
23.2 Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit
5.1)
24.1 Power of Attorney.**
25.1 Statement of Eligibility of Trustee*
99.1 Form of Letter of Transmittal.**
99.2 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees.**
99.3 Form of Letter to Clients.**
99.4 Form of Notice of Guaranteed Delivery.**
* To be filed by amendment.
** Filed previously.
ITEM 22. UNDERTAKINGS.
(a) The undersigned hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Item 4, 10(b), 11 or 13 of Form S-4, within one business day of receipt of such
request, and to send the incorporated documents by first-class mail or equally
prompt means. This includes information contained in documents filed subsequent
to the effective date of the registration statement throughout the date
responding to the request.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly reports that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
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(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by one of
our directors, officers or controlling persons in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the notes being registered, we will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(e) The undersigned hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction that was not
the subject of and included in the registration statement when it became
effective.
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SIGNATURES FOR MEDICIS PHARMACEUTICAL CORPORATION
Pursuant to the requirements of the Securities Act of 1933, Medicis
Pharmaceutical Corporation has duly caused this amendment no. 1 to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Scottsdale, State of Arizona, on July 22, 2003.
MEDICIS PHARMACEUTICAL CORPORATION
By: /s/ Mark A. Prygocki, Sr.
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Name: Mark A. Prygocki, Sr.
Title: Executive Vice President, Chief
Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
amendment no. 1 to the registration statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
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* Chairman of the Board of Directors and
---------------------------- Chief Executive Officer
Jonah Shacknai (Principal Executive Officer ) July 22, 2003
/s/ Mark A. Prygocki, Sr. Executive Vice President, Chief Financial
---------------------------- Officer and Treasurer (Principal Financial
Mark A. Prygocki, Sr. and Accounting Officer) July 22, 2003
* Director July 22, 2003
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Arthur G. Altachul
* Director July 22, 2003
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Spencer Davidson
* Director July 22, 2003
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Stuart Diamond
* Director July 22, 2003
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Peter S. Knight, Esq.
* Director July 22, 2003
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Michael A. Pietrangelo
* Director July 22, 2003
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Philip S. Schein, M.D.
* Director July 22, 2003
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Lottie Shackelford
*The undersigned, by signing his name hereto, does sign and execute this
amendment no. 1 to the registration statement pursuant to the Power of Attorney
executed by the above-named directors and officers of the registrant and
previously filed with the Securities and Exchange Commission on behalf of such
directors and officers.
By: /s/ Mark A. Prygocki, Sr.
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Mark A. Prygocki, Sr.
Attorney-in-fact