e8va12bza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 020549
Form 8-A/A
Amendment No. 3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MEDICIS PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
| |
|
|
| Delaware
|
|
52-1574808 |
|
|
|
|
| (State of incorporation or organization)
|
|
(I.R.S. Employer Identification No.) |
| |
|
|
| 8125 North Hayden |
|
|
| Scottsdale, Arizona
|
|
85258-2463 |
|
|
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
| |
|
|
If this form relates to the
registration of a class of
securities pursuant to Section 12(b)
of the Exchange Act and is effective
pursuant to General Instruction
A.(c), please check the following
box. þ
|
|
If this form relates to the
registration of a class of
securities pursuant to Section 12(g)
of the Exchange Act and is effective
pursuant to General Instruction
A.(d), please check the following
box. o |
Securities Act registration statement file number to which this form relates (if applicable): none
Securities to be registered pursuant to Section 12(b) of the Act:
| |
|
|
| Title of each class
|
|
Name of each exchange on which |
| to be so registered
|
|
each class is to be registered |
|
|
|
|
| Preference Share Purchase Rights
|
|
New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
(Title of Class)
Item 1. Description of Registrant’s Securities to be Registered
On August 17, 1995, the Board of Directors of Medicis Pharmaceutical Corporation, a Delaware
corporation (the “Company”), declared a dividend of one preference share purchase right (a “Right”)
for each outstanding share of Class A Common Stock (the “Class A Common Shares”) and Class B Common
Stock (the “Class B Common Shares” and, together with the Class A Common Shares, the “Common
Shares”) of the Company. The dividend was payable on August 30, 1995 (the “Record Date”) to the
holders of record of the Common Shares on that date. Each Right, as amended, entitles the
registered holder to purchase from the Company one one-hundredth of a share of Series A Junior
Participating Preference Stock, par value $.01 per share (the “Preference Shares”), of the Company
at a price of $200.00 per one one-hundredth of a Preference Share (the “Purchase Price”), subject
to adjustment. The description and terms of the Rights are set forth in an Amended and Restated
Rights Agreement, dated as of August 17, 2005 (the “Rights Agreement”), between the Company and
Wells Fargo Bank, N.A., as Rights Agent (the “Rights Agent”).
Until the earlier to occur of (i) ten days following a public announcement that a person or
group of affiliated or associated person (an “Acquiring Person”) have acquired beneficial ownership
of 15% or more of the outstanding Class A Common Shares (20% or more for certain institutional
investors) or (ii) ten business days (or such later date as may be determined by action of the
Board of Directors of the Company prior to such time as any person or group of affiliated persons
becomes an Acquiring Person) following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding Class A Common Shares (20% or more
for certain institutional investors) (the earlier of such dates being called the “Distribution
Date”), the Rights will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a copy of a Summary of
Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date (or earlier redemption or
expiration of the Rights), the Rights will be transferred with and only with the Class A Common
Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new issuance of Common
Shares will contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer
of any certificates for Common Shares outstanding as of the Record Date, even without such notation
or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing the Rights (“Right
Certificates”) will be mailed to holders of record of the Common Shares as of the close of business
on the Distribution Date and such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will expire on August
17, 2015 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case as described below.
1
The Purchase Price payable, and the number of Preference Shares or other securities or
property issuable, upon exercise of the Rights are subject to adjustment from time to time to
prevent dilution (1) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preference Shares, (2) upon the grant to holders of the Preference Shares
of certain rights or warrants to subscribe for or purchase Preference Shares at a price, or
securities convertible into Preference Shares with a conversion price, less than the then-current
market price of the Preference Shares or (3) upon the distribution to holders of the Preference
Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out
of earnings or retained earnings or dividends payable in Preference Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths of a Preference Share
issuable upon exercise of each Right are also subject to adjustment in the event of a stock split
of the Class A Common Shares or a stock dividend on the Class A Common Shares payable in Class A
Common Shares or subdivisions, consolidations or combinations of the Class A Common Shares
occurring, in any such case, prior to the Distribution Date.
Preference Shares purchasable upon exercise of the Rights will not be redeemable. Each
Preference Shares will be entitled to a minimum preferential quarterly dividend payment of $1 per
share but will be entitled to an aggregate dividend of 100 times the dividend declared per Class A
Common Share. In the event of liquidation, the holders of the Preference Shares will be entitled
to a minimum preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Class A Common Share. Each Preference Share
will have 100 votes, voting together with the Class A Common Shares, except as otherwise required
by law. Finally, in the event of any merger, consolidation or other transaction in which Class A
Common Shares are exchanged, each Preference Share will be entitled to receive 100 times the amount
received per Class A Common Share. These rights are protected by customary antidilution
provisions.
The dividend, liquidation and voting rights and the non-redemptive feature of the Preference
Shares are designed so that the value of the one one-hundredth interest in a Preference Share
purchasable upon exercise of each Right should approximate the value of one Class A Common Share.
In the event that, after a person or group has become an Acquiring Person, the Company is
acquired in a merger or other business combination transaction or 50% or more of its consolidated
assets or earning power are sold, proper provision shall be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the then current exercise
price of the Right that number of shares of common stock of the acquiring company as shall equal
the result obtained by (A) multiplying the then current exercise price of a Right by the number of
one one-hundredths of a Preference Share for which a Right is then exercisable and (B) dividing
that product by 50% of the then current per share market price of the shares of common stock of the
acquiring company on the date of consummation of such merger, business combination or sale of
assets or earning power.
The Rights Agreement also provides that, in the event that any person or group of affiliated
or associated persons becomes an Acquiring Person, proper provision shall be made so
2
that each holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive upon exercise that
number of Class A Common Shares as shall equal the result obtained by (A) multiplying the then
current exercise price of the Right by the number of one one-hundredths of a Preference Share for
which a Right is then exercisable and (B) dividing that product by 50% of the then current per
share market price of the Class A Common Shares on the date of the occurrence of such event.
At any time after any person or group becomes an Acquiring Person and prior to the acquisition
by such person or group of 50% or more of the outstanding Class A Common Shares, the Board of
Directors of the Company may exchange the Rights (other than Rights owned by such person or group
which will have become void), in whole or in part, at an exchange ratio of one Class A Common
Share, or one one-hundredth of a Preference Share (or of a share of a class or series of the
Company’s preferred stock having equivalent rights, preferences and privileges) per Right (subject
to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in the Purchase Price. No fractional Preference
Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a
Preference Share, which may, at the election of the Company, be evidenced by depositary receipts)
and in lieu thereof, an adjustment in cash will be made based on the market price of the Preference
Shares on the last trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes such, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the
“Redemption Price”). The redemption of the Rights may be made effective at such time, on such
basis and with such conditions as the Board of Directors of the Company in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the Redemption Price.
A committee of the Board of Directors of the Company composed of independent directors will
review the Rights Agreement periodically (at least every three years) in order to consider whether
the maintenance of the Rights Agreement continues to be in the best interest of the Company, its
stockholders and any other relevant constituencies. This committee will communicate its
conclusions to the full Board of Directors after each review, including any recommendation as to
whether the Rights Agreement should be modified or the Rights should be redeemed.
The terms of the Rights may be amended by the Board of Directors of the Company without the
consent of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder
of the Company, including, without limitation, the right to vote or to receive dividends.
The Rights Agreement, specifying the terms of the Rights and including the form of the
Certificate of Designations, setting forth the terms of the Preference Stock, the form of
3
Right Certificate and summary of Rights to Purchase Preference Shares as an exhibit thereto,
the press release announcing the declaration of the Rights and the forms of letters to stockholders
relating to the Rights Agreement, are attached hereto as exhibits and are incorporated herein by
reference. The foregoing description of the Rights is qualified in its entirety by reference to
such exhibits.
Item 2. Exhibits
The following exhibits are filed as a part hereof:
| |
|
|
|
|
| Exhibit |
|
Description |
| |
1. |
|
|
Rights Agreement, dated as of August 17, 1995, between the Company and
American Stock Transfer & Trust Company, as Rights Agent (incorporated
herein by reference to Exhibit 1 to the Company’s Registration Statement
on Form 8-A, dated August 17, 1995 (File No. 0-18443)). |
| |
|
|
|
|
| |
2. |
|
|
Press release, dated August 17, 1995 (incorporated herein by reference to
Exhibit 2 to the Company’s Registration Statement on Form 8-A, dated
August 17, 1995 (File No. 0-18443)). |
| |
|
|
|
|
| |
3. |
|
|
Letter, dated August 17, 1995, to be mailed to stockholders of the Company
on August 30, 1995 (incorporated herein by reference to Exhibit 3 to the
Company’s Registration Statement on Form 8-A, dated August 17, 1995 (File
No. 0-18443)). |
| |
|
|
|
|
| |
4. |
|
|
Amendment No. 1 to Rights Agreement, dated as of April 15, 1996, between
the Company and American Stock Transfer & Trust Company, as Rights Agent
(incorporated herein by reference to Exhibit 4 to Amendment No. 1 to the
Company’s Registration Statement on Form 8-A/A, dated April 15, 1996 (File
No. 0-18443)). |
| |
|
|
|
|
| |
5. |
|
|
Amendment No. 2 to Rights Agreement, dated as of March 17, 1997, between
the Company and Norwest Bank Minnesota, N.A., as successor-in-interest to
American Stock Transfer & Trust Company, as Rights Agent (incorporated
herein by reference to Exhibit 4.1B to Amendment No. 2 to the Company’s
Registration Statement on Form 8-A/A, dated June 4, 2002 (File No.
0-18443)). |
| |
|
|
|
|
| |
6. |
|
|
Amendment No. 3 to Rights Agreement, dated as of May 31, 2002, between the
Company and Wells Fargo Bank Minnesota, N.A., as successor-in-interest to
American Stock Transfer & Trust Company, as Rights Agent (incorporated
herein by reference to Exhibit 4.1C to Amendment No. 2 to the Company’s
Registration Statement on Form 8-A/A, dated June 4, 2002 (File No.
0-18443)). |
| |
|
|
|
|
| |
7. |
* |
|
Amended and Restated Rights Agreement, dated as of August 17, 2005,
between the Company and Wells Fargo Bank, N.A., as Rights Agent, which
includes the form of Certificate of Designations setting forth the terms
of the Series A Junior Participating |
4
| |
|
|
|
|
| Exhibit |
|
Description |
| |
|
|
|
Preference Stock, par value $.01 per
share, as Exhibit A, the form of Right Certificate as Exhibit B and the
summary of Rights to Purchase Preference Shares as Exhibit C. Pursuant to
the Rights Agreement, printed Right Certificates will not be mailed until
as soon as practicable after the earlier of the tenth day after public
announcement that a person or group has acquired beneficial ownership of
15% or more of the outstanding Class A Common Shares (20% or more for
certain institutional investors) or the tenth business day (or such later
date as may be determined by action of the Board of Directors) after a
person commences, or announces its intention to commence, a tender offer
or exchange offer the consummation of which would result in the
beneficial, ownership by a person or group of 15% or more of the
outstanding Class A Common Shares (20% or more for certain institutional
investors). |
| |
|
|
|
|
| |
8.* |
|
|
Press release, dated August 17, 2005. |
| |
|
|
|
|
| |
9.* |
|
|
Letter, dated August 17, 2005, to be mailed to stockholders of the Company. |
5
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: August 17, 2005
| |
|
|
|
|
| |
MEDICIS PHARMACEUTICAL CORPORATION
|
|
| |
By: |
/s/ Mark A. Prygocki, Sr.
|
|
| |
|
Mark A. Prygocki, Sr. |
|
| |
|
Executive Vice President, Chief Financial
Officer, Corporate Secretary and Treasurer |
|
| |
6
EXHIBIT INDEX
| |
|
|
|
|
| Exhibit |
|
Description |
| |
1. |
|
|
Rights Agreement, dated as of August 17, 1995, between the Company and
American Stock Transfer & Trust Company, as Rights Agent (incorporated
herein by reference to Exhibit 1 to the Company’s Registration Statement
on Form 8-A, dated August 17, 1995 (File No. 0-18443)). |
| |
|
|
|
|
| |
2. |
|
|
Press release, dated August 17, 1995 (incorporated herein by reference to
Exhibit 2 to the Company’s Registration Statement on Form 8-A, dated
August 17, 1995 (File No. 0-18443)). |
| |
|
|
|
|
| |
3. |
|
|
Letter, dated August 17, 1995, to be mailed to stockholders of the Company
on August 30, 1995 (incorporated herein by reference to Exhibit 3 to the
Company’s Registration Statement on Form 8-A, dated August 17, 1995 (File
No. 0-18443)). |
| |
|
|
|
|
| |
4. |
|
|
Amendment No. 1 to Rights Agreement, dated as of April 15, 1996, between
the Company and American Stock Transfer & Trust Company, as Rights Agent
(incorporated herein by reference to Exhibit 4 to Amendment No. 1 to the
Company’s Registration Statement on Form 8-A/A, dated April 15, 1996 (File
No. 0-18443)). |
| |
|
|
|
|
| |
5. |
|
|
Amendment No. 2 to Rights Agreement, dated as of March 17, 1997, between
the Company and Norwest Bank Minnesota, N.A., as successor-in-interest to
American Stock Transfer & Trust Company, as Rights Agent (incorporated
herein by reference to Exhibit 4.1B to Amendment No. 2 to the Company’s
Registration Statement on Form 8-A/A, dated June 4, 2002 (File No.
0-18443)). |
| |
|
|
|
|
| |
6. |
|
|
Amendment No. 3 to Rights Agreement, dated as of May 31, 2002, between the
Company and Wells Fargo Bank Minnesota, N.A., as successor-in-interest to
American Stock Transfer & Trust Company, as Rights Agent (incorporated
herein by reference to Exhibit 4.1C to Amendment No. 2 to the Company’s
Registration Statement on Form 8-A/A, dated June 4, 2002 (File No.
0-18443)). |
| |
|
|
|
|
| |
7. |
* |
|
Amended and Restated Rights Agreement, dated as of August 17, 2005,
between the Company and Wells Fargo Bank, N.A., as Rights Agent, which
includes the form of Certificate of Designations setting forth the terms
of the Series A Junior Participating Preference Stock, par value $.01 per
share, as Exhibit A, the form of Right Certificate as Exhibit B and the
summary of Rights to Purchase Preference Shares as Exhibit C. Pursuant to
the Rights Agreement, printed Right Certificates will not be mailed until
as soon as practicable after the earlier of the tenth day after public
announcement that a person or group has acquired beneficial ownership of
15% or more of the outstanding Class A Common Shares (20% or more for
certain institutional investors) or the tenth |
| |
|
|
|
|
| Exhibit |
|
Description |
| |
|
|
|
business day (or such later
date as may be determined by action of the Board of Directors) after a
person commences, or announces its intention to commence, a tender offer
or exchange offer the consummation of which would result in the
beneficial, ownership by a person or group of 15% or more of the
outstanding Class A Common Shares (20% or more for certain institutional
investors). |
| |
|
|
|
|
| |
8.* |
|
|
Press release, dated August 17, 2005. |
| |
|
|
|
|
| |
9.* |
|
|
Letter, dated August 17, 2005, to be mailed to stockholders of the Company. |