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 6, 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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TABLE OF CONTENTS
On June 6, 2011, Medicis Pharmaceutical Corporation (the Company), certain of its current
officers and directors who are named in the actions, and the Companys outside auditors entered
into Memoranda of Understanding (the MOUs) with the plaintiffs representatives to memorialize
an agreement in principle to settle the consolidated stockholder class action litigation pending in
U.S. District Court for the District of Arizona (the Class Action Litigation), as well as both
stockholder derivative lawsuits pending in Superior Court of the State of Arizona (the Derivative
Lawsuits). The Class Action Litigation and the Derivative Lawsuits are more fully described in
the Companys Quarterly Report on Form 10-Q for the period ended March 31, 2011. Under the terms
of these settlement agreements, which remain subject to approval by the applicable courts among
other customary conditions, the Companys portion of the Class Action Litigation settlement will be
paid entirely by insurance. The Companys outside auditors also will contribute to this
settlement. The Derivative Lawsuits settlement, the only financial component of which involves
payment of plaintiffs attorneys fees, also will be paid entirely by insurance. The Company
itself is not required to make any payments to fund the settlements of the Class Action Litigation
or the Derivative Lawsuits. The settlement of the Derivative Lawsuits reflects certain control and
other enhancements undertaken by the Company in connection with and subsequent to the restatement
of its consolidated financial statements in 2008. The settlement agreements contain no admission
of liability by the Company or the named individuals in the respective actions, the allegations of
which are expressly denied in the MOUs.
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: June 13, 2011 |
By: |
/s/ Seth L. Rodner
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Seth L. Rodner |
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Senior Vice President, General Counsel and
Corporate Secretary |
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