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
September 12, 2011
Date of Report (Date of earliest event reported)
Medicis Pharmaceutical Corporation
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
(State of Incorporation)
|
|
001-14471
(Commission File Number)
|
|
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:
|
|
|
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
|
Item 1.01. |
|
Entry into a Material Definitive Agreement. |
On September 12, 2011, Medicis Pharmaceutical Corporation (Medicis) entered into a stock
purchase agreement (the Agreement) with Solta Medical, Inc., a Delaware corporation
(Solta), pursuant to which Solta agreed to acquire from Medicis all the outstanding
shares of Medicis Technologies Corporation (f/k/a LipoSonix, Inc.) (LipoSonix), subject
to the terms and conditions contained therein. In connection therewith, a separate subsidiary of
Medicis has agreed to transfer certain assets and assign certain agreements related to LipoSonix
(collectively, the Transaction).
Summary of the terms of the Agreement:
Consideration; Contingent Payments. At the closing of the Transaction, Solta will pay to Medicis
$15 million in cash, subject to certain adjustments based on the working capital of LipoSonix at
the closing.
In addition, Solta has agreed to pay to Medicis the following contingent payments, subject to the
terms and conditions of the Agreement:
(i) a one-time cash payment of up to $20 million upon approval by the U.S. Food and Drug
Administration (FDA) of a specified LipoSonix product prior to October 1, 2012; and
(ii) additional contingent cash and milestone payments, which will expire after approximately
seven years, based upon, among other things, the achievement of year-to-year increases and
specified targets in the adjusted net sales and adjusted gross profits of such LipoSonix products.
In addition, at the closing of the Transaction, Solta will assume the contingent payment
obligations of Medicis with respect to the former shareholders of LipoSonix, Inc. pursuant to the
Agreement and Plan of Merger among Medicis, LipoSonix, Inc. and the other parties thereto dated as
of June 16, 2008.
Indemnification and Right to Set-off. The Agreement provides that, following the closing, Medicis
will indemnify Solta for breaches of Medicis representations and warranties and covenants and
agreements as well as certain other specified matters, subject to certain limitations set forth
therein, including, among other things, limitations on the period during which Solta may make
claims for indemnification and limitations on the amounts for which Medicis may be liable. The
Agreement further provides that, subject to certain limitations, Solta will be entitled to offset
its indemnifiable losses against future contingent payments payable to Medicis under the Agreement.
The Agreement further provides that, following the closing, Solta will indemnify Medicis for
breaches of Soltas representations and warranties and covenants and agreements as well as certain
other specified matters, subject to certain limitations in the Agreement.
Representations, Warranties and Covenants. The Agreement contains customary representations,
warranties and covenants of Medicis and Solta. The representations and warranties of each party
set forth in the Agreement have been made solely for the benefit of the other party to the
Agreement and such representations and warranties should not be relied on by any other person. In
addition, such representations and warranties (i) have been qualified by disclosures made to the
other party in connection with the Agreement, (ii) are subject to the materiality standards
contained in the Agreement which may differ from what may be viewed as material by investors and
(iii) were made only as of the date of the Agreement or such other date as is specified in the
Agreement. Medicis has also agreed not to (a) solicit proposals relating to alternative sale
transactions with respect to LipoSonix or (b) subject to certain exceptions, enter into discussions
or an agreement concerning, or provide confidential information in connection with, any proposals
for alternative sale transactions with respect to LipoSonix.
Closing Conditions. The closing of the Transaction is subject to the satisfaction or waiver of
certain customary conditions to closing including, among others, expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 (the Hart-Scott-Rodino Act), and the absence of any law, regulation, order or
injunction prohibiting the Transaction. Each partys obligation to consummate the Transaction is
subject to certain other conditions, including the accuracy of the representations and warranties
of the other party
(generally subject to a material adverse effect standard) and material compliance by the other
party with its obligations under the Agreement. The closing of the Transaction is not subject to
approval by the stockholders of Medicis or Solta or to any financing condition.
Termination. The Agreement contains certain customary termination rights for both Medicis and
Solta.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its
entirety by reference to the Agreement. Medicis expects to file a copy of the Agreement as an
exhibit to its Quarterly Report on Form 10-Q for its quarter ending September 30, 2011.
Forward Looking Statements:
This Current Report on Form 8-K contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act. All statements included in this press release that
address activities, events or developments that Medicis expects, believes or anticipates will or
may occur in the future are forward-looking statements. These statements, including the
occurrence, timing and financial terms or effect of the Transaction, including approval under the
Hart-Scott-Rodino Act, are based on certain assumptions made by Medicis based on its experience and
perception of historical trends, current conditions, expected future developments and other factors
it believes are appropriate in the circumstances. No assurances can be given, however, that these
activities, events or developments will occur or that such results will be achieved. Such
statements are subject to a number of assumptions, risks and uncertainties, many of which are
beyond the control of Medicis. Several of these risks are outlined in Medicis most recent Annual
Report on Form 10-K for the year ended December 31, 2010, and other documents we file with the
Securities and Exchange Commission. Forward-looking statements represent the judgment of Medicis
management as of the date of this Current Report on Form 8-K, and Medicis disclaims any intent or
obligation to update any forward-looking statements contained herein, which speak as of the date
hereof.