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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
Date of Report (Date of earliest event reported): December 11, 2007
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 |
(State of Incorporation)
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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
(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)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
On December 11, 2007 Medicis Pharmaceutical Corporation (Medicis) and Revance Therapeutics,
Inc. (Revance) issued a joint press release announcing a transaction pursuant to which Medicis
will make an equity investment in Revance and purchase an option to acquire Revance or to license
exclusively in North America Revances novel topical botulinum toxin type A product currently under
clinical development. In consideration for its $20 million investment, Medicis will receive
preferred stock equivalent to nearly 10 percent ownership in Revance on a fully diluted basis. The
option period will extend through the end of Phase 2 testing in the United States.
Additionally, Medicis has committed to make further equity investments in Revance of up to $5
million under certain terms and prior to the exercise of the option to acquire Revance or to
license exclusively Revances topical botulinum toxin type A product in North America. Separately,
Medicis and Revance have also agreed to engage in exclusive negotiations regarding a development
program relating to the application of Revances proprietary drug delivery technology to other
agents and selected dermatological targets.
Prior to the exercise of the option, Revance will remain primarily responsible for the
worldwide development of Revances topical botulinum toxin type A product in consultation with
Medicis in North America. Medicis will assume primary responsibility for the development of the
product should consummation of either a merger or a license for topically delivered botulinum toxin
type A in North America be completed under the terms of the option. Revance will have sole
responsibility for manufacturing the development product and manufacturing the product during
commercialization worldwide. Medicis right to exercise the option is triggered upon Revances
successful completion of certain regulatory milestones through the end of Phase 2 testing in the
United States. A license would contain a payment upon exercise of license option, milestone
payments related to clinical, regulatory and commercial achievements, and royalties based on sales
as defined in the license. If Medicis elects to exercise the option, the financial terms for the
acquisition or license will be determined through an independent valuation in accordance with
specified methodologies.
A copy of the joint press release is furnished herewith as Exhibit 99.1 and is incorporated by
reference herein.
Item 9.01 Exhibits.
(d) Exhibits
99.1 Press Release dated December 11, 2007
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: December 11, 2007 |
Medicis Pharmaceutical Corporation
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By: |
/s/ Mark A. Prygocki, Sr.
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Mark A. Prygocki, Sr. |
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Executive Vice President, Chief Financial Officer
and Treasurer |
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Exhibit Index
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Exhibit Number |
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Description |
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99.1
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Press Release dated December 11, 2007 |