UNITED STATES
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
November 20, 2005
Date of Report (Date of earliest event reported)
Medicis Pharmaceutical Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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0-18443
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52-1574808 |
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(Commission File Number)
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(IRS Employer
Identification Number) |
8125 North Hayden Road
Scottsdale, Arizona 85258-2463
(Address of principal executive offices)(Zip Code)
(602) 808-8800
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 8.01 Other Events.
On November 20, 2005, Medicis Pharmaceutical Corporation (“Medicis”) issued a press release
announcing that it had received an unsolicited preliminary non-binding proposal from Mentor
Corporation (“Mentor”) pursuant to which Mentor proposed a merger of Medicis and Mentor in a
stock-for-stock transaction in which Medicis stockholders would receive 0.62 of a share of Mentor
common stock per share of Medicis common stock. The proposal was communicated on November 18, 2005
in a letter from Joshua H. Levine, Mentor’s President and Chief Executive Officer, to Jonah
Shacknai, Medicis’ Chairman of the Board, President and Chief Executive Officer. The press release
announcing the proposal, including the full text of the proposal letter delivered to Mr. Shacknai,
is attached as Exhibit 99.1 to this Current Report and is incorporated herein by this reference.
Item 9.01 — Financial Statements and Exhibits.
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99.1 |
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Press Release of Medicis, dated November 20, 2005. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date: November 21, 2005
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By:
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/s/ Mark A. Prygocki, Sr. |
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Mark A. Prygocki, Sr. |
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Executive Vice President, Chief Financial Officer,
Corporate Secretary and Treasurer |