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
June 3, 2008
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:
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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)) |
Item 8.01 Other Events.
On June 3, 2008, at 5:00 p.m., New York City time, the right of the holders of the Company’s
1.5% Contingent Convertible Senior Notes due 2033 (the “Securities”) to surrender the Securities
for purchase on June 4, 2008 (the “Option”) by Medicis Pharmaceutical Corporation (the “Company”)
expired pursuant to the terms and conditions of the Indenture, dated as of August 19, 2003 (the
“Indenture”), between the Company, as issuer, and Deutsche Bank Trust Company Americas, as Trustee
(the “Trustee”), and as set forth in the Company Notice to Holders of 1.5% Contingent Convertible
Senior Notes due 2033, dated May 6, 2008 and related notice materials.
The Company has been advised by Deutsche Bank Trust Company Americas, as paying agent (the
“Paying Agent”), that, pursuant to the terms of the Option, $283.7 million in aggregate principal
amount of Securities were validly surrendered and not withdrawn prior to the expiration of the
Option. Following the repurchase of these Securities pursuant to the Option, approximately $181,000
principal amount at maturity of the Securities remains outstanding.
The Company has accepted for purchase all of the Securities validly surrendered and not
withdrawn. The purchase price for the Securities pursuant to the Option was $1,007.50 per $1,000
principal amount at maturity, representing 100% of the principal amount of each security plus $7.50
in accrued interest through the date of Option exercise as required by the terms of the Indenture.
Accordingly, the aggregate purchase price for all the Securities validly surrendered and not
withdrawn prior to the expiration of the Option was approximately $285.9 million.
Although no shares of the Company’s common stock were issued or exchanged in connection with
the Option, there were approximately 7,320,149 shares underlying the Securities. Therefore, the
repurchase of these Securities will have the effect of reducing the Company’s fully-diluted shares.
As of the date of this transaction, the Company had recorded a deferred tax liability of $34.9
million related to the surrendered Securities. The deferred tax liability related to the
surrendered Securities will be settled during the quarter ending September 30, 2008, resulting in a
$34.9 million decrease to our cash and deferred tax liability
balance.