As filed with the Securities and Exchange Commission on November 29, 2007

				Registration No. 333-

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

MEDICIS PHARMACEUTICAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware		52-1574808
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

8125 North Hayden Road
Scottsdale, Arizona 85258-2463
(Address of Principal Executive Offices) (Zip Code)

(Full Title of the Plan)

Mark A. Prygocki, Sr.		Copy to:
Executive Vice President, Chief Financial Officer and Treasurer 8125 North Hayden Road		Charles K. Ruck, Esq. R. Scott Shean, Esq. Kevin B. Espinola, Esq. Latham & Watkins LLP
Scottsdale, Arizona 85258-2463 (602) 808-8800		650 Town Center Drive, 20th Floor Costa Mesa, California 92626 (714) 540-1235

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Proposed

Proposed

Maximum

Maximum

Amount

Offering

Aggregate

Amount of

Title of Securities to

to be

Price

Offering

Registration

be Registered (3)

Registered(1)

Per Share(2)

Price(2)

Fee

Class A Common Stock, par value $0.014 per share

200,000

$25.78

$5,156,000

$158.29

Proposed issuances to commence as soon after the effective date of the Registration Statement as practicable.

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information called for in Part I of the Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registration of Additional Securities

     The Company has previously registered an indeterminate amount of interests to be offered and sold under the Plan by a Registration Statement on Form S-8 filed with the SEC on November 21, 1997, Registration No. 333-40801 (the “Prior Registration Statement”). Under this Registration Statement, the Company is registering 200,000 shares of Common Stock that may be acquired under the Plan. The content of the Prior Registration Statement is incorporated by reference herein to the extent not modified or superseded thereby or by any subsequently filed document that is incorporated by reference herein or therein.

Experts

     The consolidated financial statements of Medicis Pharmaceutical Corporation and subsidiaries appearing in its Annual Report (Form 10-K) for the year ended December 31, 2006 (including the schedule appearing therein), and Medicis Pharmaceutical Corporation management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006 included therein, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and management’s assessment are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

Item 8. Exhibits.

     See the Index to Exhibits on page 5.

     The Company previously received a determination letter from the Internal Revenue Service (the “IRS”), dated September 4, 2003, certifying that the Plan was qualified under Section 401 of the Internal Revenue Code, as amended. The Company hereby undertakes that it will submit any material amendments to the IRS and will make all changes required by the IRS in order to continue to maintain qualification of the Plan.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, Medicis Pharmaceutical Corporation, a Delaware corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on this 29th day of November, 2007.

POWER OF ATTORNEY

     KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jonah Shacknai and Mark A. Prygocki, Sr., or either of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and any related registration statements, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant in the capacities as of November 29, 2007.

Signature		Title
/s/ Jonah Shacknai		Chairman of the Board and Chief Executive Officer
Jonah Shacknai		(Principal Executive Officer)
/s/ Mark A. Prygocki, Sr.		Executive Vice President, Chief Financial Officer and Treasurer
Mark A. Prygocki, Sr.		(Principal Financial and Accounting Officer)
/s/ Arthur G. Altschule, Jr.		Director
Arthur G. Altschul, Jr.
/s/ Spencer Davidson		Director
Spencer Davidson
/s/ Stuart Diamond		Director
Stuart Diamond
/s/ Peter S. Knight, Esq.		Director
Peter S. Knight, Esq.
/s/ Michael A. Pietrangelo		Director
Michael A. Pietrangelo

Signature		Title
/s/ Philip S. Schein, M.D.		Director
Philip S. Schein, M.D.
/s/ Lottie H. Shackelford		Director
Lottie H. Shackelford

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the trustee (or other persons who administer the Medicis Pharmaceutical Corporation 401(k) Plan) has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on this 29th day of November 2007.

		MEDICIS PHARMACEUTICAL CORPORATION 401(K) PLAN
		By:		MEDICIS PHARMACEUTICAL CORPORATION
				Plan Administrator
				By:		/s/ Jonah Shacknai   Jonah Shacknai, Chairman of the Board and Chief Executive Officer
				By:		/s/ Mark A. Prygocki, Sr.   Mark A. Prygocki, Sr., Executive Vice President, Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

EXHIBIT		DESCRIPTION
4.1		Amended and Restated Rights Agreement, dated as of August 17, 2005, between the Company and Wells Fargo Bank, N.A., as Rights Agent. (1)
4.2		Indenture, dated as of August 19, 2003, by and between the Company, as issuer, and Deutsche Bank Trust Company Americas, as trustee. (2)
4.3		Indenture, dated as of June 4, 2002, by and between the Company, as issuer, and Deutsche Bank Trust Company Americas, as trustee. (3)
4.4		Supplemental Indenture, dated as of February 1, 2005, to Indenture, dated as of August 19, 2003, between the Company and Deutsche Bank Trust Company Americas as Trustee. (4)
4.5		Registration Rights Agreement, dated as of June 4, 2002, by and between the Company and Deutsche Bank Securities Inc. (5)
4.6		Form of specimen certificate representing class A common stock. (6)
5.1*		Determination letter issued by the Internal Revenue Service, dated September 4, 2003.
23.1*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
24.1*		Power of Attorney (included on the signature page to this Registration Statement).