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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
March 1, 2011
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
(State of Incorporation)
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001-14471
(Commission File Number)
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52-1574808
(IRS Employer
Identification Number) |
7720 North Dobson Road
Scottsdale, Arizona 85256
(Address of principal executive offices) (Zip Code)
(602) 808-8800
(Registrants 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))
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On March 1, 2011, the Stock Option and Compensation Committee of the Board of Directors (the
Committee) of Medicis Pharmaceutical Corporation (the Company) approved the following
compensation arrangements for certain of its executive officers.
2010 Bonuses. The Committee approved payment of the following cash bonuses to certain of the
Companys executive officers. The payments reflect bonus amounts based on the achievement of
performance objectives pre-established by the Committee, as described below, under its annual cash
incentive program, as well as a discretionary bonus payment to Jason D. Hanson approved by the
Committee for 2010 in the amount of $165,000. Aside from the discretionary bonus amount, the cash
bonus amounts approved by the Committee were made in accordance with the Companys annual cash
incentive program based upon the Companys performance against pre-established net revenue and
adjusted non-GAAP EBITDA targets for the fiscal year ending December 31, 2010 that resulted in
payments equal to 112.5% of target bonus opportunity. For purposes of determining whether the
performance objectives had been achieved, the Companys performance was adjusted to remove certain
expenses and charges as approved by the Committee. The total bonus payments for 2010, including
the discretionary bonus payment, are set forth below.
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Executive Name |
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Position |
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2010 Bonus |
Jonah Shacknai |
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Chairman of the Board, Chief Executive Officer |
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$ |
1,149,188 |
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Jason D. Hanson |
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Executive Vice President, Chief Operating Officer |
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$ |
692,344 |
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Richard D. Peterson |
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Executive Vice President, Chief Financial Officer and Treasurer |
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$ |
468,281 |
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Mark A. Prygocki |
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President |
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$ |
565,313 |
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Mitchell S. Wortzman, Ph.D. |
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Executive Vice President, Chief Scientific Officer |
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$ |
405,000 |
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Base Salaries. The Committee approved the following annual base salaries for the following
executive officers, with retroactive effect to January 1, 2011. The 2011 salaries represent
increases ranging from 4.00% up to 6.31% based on the base salaries for the individuals in effect
as of December 31, 2010.
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Executive Name |
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2011 Salary |
Jonah Shacknai |
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$ |
1,181,000 |
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Jason D. Hanson |
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$ |
650,000 |
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Richard D. Peterson |
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$ |
590,000 |
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Mark A. Prygocki |
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$ |
697,000 |
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Mitchell S. Wortzman, Ph.D. |
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$ |
500,000 |
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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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Date: March 7, 2011 |
By: |
/s/ Richard D. Peterson
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Richard D. Peterson |
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Executive Vice President, Chief Financial Officer and Treasurer |
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