Registration No. 333-147705
Registration No. 333-40801

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-147705
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-40801

Medicis Pharmaceutical Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware		52-1574808
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification Number)

7720 North Dobson Road
Scottsdale, Arizona 85256-2740
(Address of Principal Executive Offices including Zip Code)

(Full Title of the Plan)

Richard D. Peterson		Copy to:
Executive Vice President,		Charles K. Ruck, Esq.
Chief Financial Officer		Latham & Watkins LLP
and Treasurer		650 Town Center Drive, Twentieth Floor
7720 North Dobson Road		Costa Mesa, California 92626-1925
Scottsdale, Arizona 85256-2740		(714) 540-1235
(602) 808-8800

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

 

 

TERMINATION OF REGISTRATION

     Medicis Pharmaceutical Corporation, a Delaware corporation (the “Company”), is filing this Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to deregister certain shares of the Company’s common stock, par value $0.014 per share (the “Common Stock”), that were originally registered pursuant to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on November 21, 1997, File No. 333-40801, and also previously registered pursuant to the Registration Statement on Form S-8 filed with the SEC on November 29, 2007, File No. 333-147705 (collectively, the “Registration Statements”). Pursuant to General Instruction F to Form S-8 and Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statements also covered an indeterminate amount of interests to be offered or sold pursuant to the Medicis Pharmaceutical Corporation 401(k) Plan (the “Medicis 401(k) Plan”).

     On January 1, 2009, the Medicis 401(k) Plan was amended and restated to, among other things, provide that effective July 1, 2009, participants in and beneficiaries of the Medicis 401(k) Plan could no longer make new purchases of shares of the Common Stock of the Company. Accordingly, as of July 1, 2009, no further investments may be made under the Medicis 401(k) Plan in the Common Stock of the Company. Thus, this Post-Effective Amendment is being filed to terminate the Registration Statements and deregister any of the registered shares of Common Stock that remain unsold and the plan interests previously registered pursuant to the Registration Statements.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on this 16^th day of September, 2011.

     Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the Registration Statements has been signed by the following persons in the capacities as of September 16, 2011.

SIGNATURE		TITLE
/s/ Jonah Shacknai   Jonah Shacknai		Chairman of the Board of Directors  and Chief Executive Officer (Principal Executive Officer)
/s/ Richard D. Peterson   Richard D. Peterson		Executive Vice President, Chief Financial Officer  and Treasurer (Principal Financial and Accounting Officer)
*   Arthur G. Altschul, Jr.		Director
/s/ Spencer Davidson   Spencer Davidson		Director
/s/ Stuart Diamond   Stuart Diamond		Director
*   Peter S. Knight, Esq.		Director
*   Michael A. Pietrangelo		Director
*   Philip S. Schein, M.D.		Director
*   Lottie H. Shackelford		Director

By:		/s/ Jonah Shacknai   Jonah Shacknai, Attorney-in-Fact

SIGNATURES

     Pursuant to the requirements of the Securities Act, the trustee (or other persons who administer the Medicis Pharmaceutical Corporation 401(k) Plan) has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on this 16^th day of September, 2011.

		Medicis Pharmaceutical Corporation 401(k) Plan
		By:		Medicis Pharmaceutical Corporation
				By:		/s/ Jonah Shacknai
						Jonah Shacknai
						Chairman of the Board and
						Chief Executive Officer
				By:		/s/ Richard D. Peterson
						Richard D. Peterson
						Executive Vice President, Chief Financial Officer and Treasurer