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
May 22, 2007
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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01-18443
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2007, at the annual meeting of stockholders, the stockholders of Medicis
Pharmaceutical Corporation (the “Company”) approved an amendment (the “Amendment”) to the Medicis
2006 Incentive Award Plan, as amended (the “2006 Plan”), that increased the number of shares
authorized for issuance under the 2006 Plan by 2,500,000 shares. The Amendment became effective
immediately upon stockholder approval.
The foregoing summary is qualified by reference to (i) the full text of the 2006 Plan, which
is incorporated by this reference to Appendix A of the Company’s Definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on April 13, 2006 and (ii) the full
text of the Amendment, which is incorporated by this reference to Appendix A of the Company’s
Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on
April 16, 2007.
On May 25, 2007, the Stock Option and Compensation Committee of the Board of Directors of the
Company adopted a resolution establishing a compensation policy for members of the Compliance
Committee of the Board of Directors. Under the policy, which is retroactive to January 1, 2007,
the chairman of the Compliance Committee is to be paid an annual fee of $10,000, and the other
members will receive an annual fee of $3,000 per member, for their service on the committee, which
includes attendance at meetings of the Compliance Committee either in-person or by telephone.
Item 9.01. Financial Statements and Exhibits.
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10.1 |
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The Medicis 2006 Incentive Award Plan (incorporated by reference to Appendix A
of the Definitive Proxy Statement on Schedule 14A filed on April 13, 2006). |
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Amendment No. 3 to the Medicis 2006 Incentive Award Plan (incorporated by
reference to Appendix A of the Definitive Proxy Statement on Schedule 14A filed on
April 16, 2007). |
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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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MEDICIS PHARMACEUTICAL CORPORATION
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| Date: May 25, 2007 |
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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 and Treasurer |
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