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): May 12, 2006
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 April 13, 2006, Medicis Pharmaceutical Corporation (“Medicis”) filed a proxy statement
with the Securities and Exchange Commission relating to its 2006 Annual Meeting of Stockholders to
be held on May 23, 2006. In the proxy statement, Medicis submitted a proposal to approve the
Medicis 2006 Incentive Award Plan (the “Plan”).
In awarding stock-based compensation, Medicis supports appropriate steps to control its equity
“burn rate.” To calculate Medicis’ equity burn rate percentage, the sum of the total number of
shares represented by stock options granted in a fiscal year, plus two times the total number of
shares of restricted stock or other stock awards awarded in that year, is divided by the gross
number of shares outstanding at the end of that year.
In connection with the Plan, Medicis commits to maintain an average annual equity burn rate
over the next three fiscal years (2006-2008) not exceeding 5.57% per year. This burn rate
corresponds to the current mean plus one standard deviation of the Standard & Poor’s Global
Industry Classification Standards peer group pertinent to Medicis.