Delaware (State of Incorporation) |
001-14471 (Commission File Number) |
52-1574808 (IRS Employer Identification Number) |
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)) |
1. | Permit the Company to hold stockholder meetings through electronic means, such as the internet. | ||
2. | Eliminate the requirement that the Annual Meeting of Stockholders be held on the second Friday in November each year in the absence of an alternative selection by the Board. | ||
3. | Clarify that special meetings of stockholders may not be called by any person or persons other than the Chairman of the Board, the President or the majority of the Board. |
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4. | Clarify that the only business which may be transacted at a special meeting of stockholders is such business as provided in the notice of meeting. | ||
5. | Allow for notices of stockholder meetings to be delivered by electronic transmission. | ||
6. | Clarify that any notice of a stockholder meeting, if mailed, shall be deemed to be delivered when it is deposited in the U.S. mail, postage prepaid, to the appropriate address. | ||
7. | Delete certain notice requirements which are more restrictive that the statutory requirements pertaining to significant transactions such as a merger or sale of substantially all of the Companys assets. | ||
8. | Require that, for 10 days prior to any stockholder meeting, a stockholder list be made available at the Companys principal place of business or on an electronic network, as opposed to at the city where such meeting is taking place or at the place of the meeting. | ||
9. | Amend the quorum requirements for stockholder meetings and the requirements for approval of matters by stockholders to reference a majority of the voting power of the shares rather than a majority of the voting shares. | ||
10. | Clarify that a plurality of the votes cast shall be sufficient to elect directors. | ||
11. | Clarify that the voting standard set forth in the New Bylaws will apply to all matters submitted to a stockholder vote except as otherwise provided by the restated certificate of incorporation of the Company, the New Bylaws, stock exchange rules or applicable law. | ||
12. | Conform the Old Bylaws to Section 212 of the Delaware General Corporation Law (DGCL) by, among other things, stating the statutory requirements for an irrevocable proxy and the methods of revoking a prior proxy given which is not irrevocable. | ||
13. | Require that a stockholder proposing an action by written consent must request that the Company set a record date for such purpose, and allow such a stockholder to independently set such a record date and deliver written consents to the Company only in the event that the Board fails to timely set the record date. | ||
14. | Explicitly vest the presiding person at a meeting of stockholders with the ability to adjourn the meeting of stockholders. | ||
15. | Provide that the presiding person at a stockholder meeting has the power to determine whether a matter or business was properly brought before the meeting (and if not, to declare that such business shall not be considered at the meeting). | ||
16. | Clarify that meetings of stockholders need not be held in accordance with the rules of parliamentary procedure. | ||
17. | Reflect recent amendments to Sections 219 and 220 of the DGCL which permit beneficial owners of stock to examine the books and records of the Company. | ||
18. | Expand the time period for delivery of advance notice of stockholder proposals and nominations under the Old Bylaws from not less than 75 days nor more than 105 days prior to anniversary date of the prior meeting to not earlier than the 120th day, but not later than the 90th day, prior to the anniversary of the preceding years annual meeting under the New Bylaws. | ||
19. | Require advance notice of stockholder proposals and nominations not only for annual meetings, as in the Old Bylaws, but also for special meetings at which directors are to be elected. |
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20. | Require stockholders providing advance notice of stockholders proposals to include the information contemplated by proxy rules promulgated under the Exchange Act of 1934. | ||
21. | Require that the proponent of a stockholder proposal submit, among other things, the text of the stockholder proposal along with certain detailed information about the proposal. | ||
22. | Conform to the requirements of DGCL Section 231, by (i) providing for the appointment of an inspector of elections, (ii) referring to each of the specific duties to be discharged by such inspector and (iii) requiring such inspector to take the statutory oath. | ||
23. | Conform to the language of DGCL Section 141(a) by clarifying that the Companys stockholders may not alter the Boards ability to manage the business and affairs of the Company pursuant to a Bylaw amendment. | ||
24. | Amend the quorum and voting requirements for Board meetings to reference directors entitled to cast a majority of the votes of the Board instead of a majority of the Board. | ||
25. | Clarify that in determining whether a quorum exists for a Board meeting, vacancies on the existing Board need not be considered. | ||
26. | Allow the Board to consent to any action without a meeting in writing or by electronic transmission, in conformity with DGCL Section 141(f). | ||
27. | Allow a majority of a quorum present at a Board meeting to create a committee, as opposed to a majority of all of the directors as required by the Old Bylaws. | ||
28. | Allow the Board to delegate its authority to a committee to the maximum extent allowed by the DGCL. | ||
29. | Delete language which provides stockholders the ability to fill vacancies and newly created directorships if the Board fails to fill such positions in order to make the New Bylaws consistent with the Companys certificate of incorporation in this regard. | ||
30. | Provide that a director elected to fill newly created directorship shall serve until the next election of the class of directors to which such director has been chosen, instead of until the next election of directors. | ||
31. | Allow the Board and its committees to participate in board meetings or committee meetings by means of conference telephone or any other communications equipment whereby all persons participating in the meeting can hear each other. | ||
32. | Delete the requirement that the Corporate Secretary attend all meetings of the Board. | ||
33. | Permit Vice Presidents of the Company (in addition to the Chairman of the Board and the President) to sign stock certificates. | ||
34. | Conform to Section 167 of the DGCL and clarify that action of the Board is not required in all matters dealing with lost or destroyed stock certificates. | ||
35. | Conform to recent amendments to Sections 219 and 220 of the DGCL which permit beneficial owners of stock to seek inspection of the Companys books and records. | ||
36. | More closely track the language of Section 213 of the DGCL with regard to the setting of a record date for stockholders meetings. |
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37. | Consolidate waiver of notice matters into a single section, and amend the language to more closely track the statutory language of Section 229 of the DGCL. | ||
38. | Delete language providing that the indemnification provisions in the Bylaws would not be subject to amendments to the DGCL. | ||
39. | Clarify that a claim for indemnification in the underlying action, suit or proceeding is not appropriate until the final disposition of such action, suit or proceeding. | ||
40. | Clarify that the Corporations obligation to indemnify and advance expenses shall be reduced by amounts collected by the indemnified person from other sources. | ||
41. | Clarify that an amendment of Article VII of the Bylaws will not adversely affect coverage for acts or omissions prior to the amendment. | ||
42. | Clarify the ability of the Company to indemnify or advance expenses to persons other than as required by Article VII. |
Exhibit | Description | |
3.1
|
Amended and Restated By-Laws of Medicis Pharmaceutical Corporation, effective July 10, 2006. | |
99.1 |
Press Release issued by Medicis Pharmaceutical Corporation on July 12, 2006. |
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MEDICIS PHARMACEUTICAL CORPORATION |
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Date: July 13, 2006 | By: | /s/ Mark A. Prygocki, Sr. | ||
Mark A. Prygocki, Sr. | ||||
Executive Vice President, Chief Financial Officer and Treasurer | ||||
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