S-8

As filed with the Securities and Exchange Commission on July 3, 2007

Registration No. 333-                    

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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)

8125 North Hayden Road
Scottsdale, Arizona 85258-2463
(Address of Principal Executive Offices including Zip Code)

MEDICIS 2006 INCENTIVE AWARD PLAN
(Full Title of the Plan)

Mark A. Prygocki, Sr.	Copy to:
Executive Vice President,	Charles K. Ruck, Esq.
Chief Financial Officer	R. Scott Shean, Esq.
and Treasurer	Latham & Watkins LLP
8125 North Hayden Road	650 Town Center Drive, Twentieth Floor
Scottsdale, Arizona 85258-2463	Costa Mesa, California 92626
(602) 808-8800	(714) 540-1235

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

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
		Maximum	Maximum
	Amount	Offering	Aggregate	Amount of
Title of Securities to	to be	Price	Offering	Registration
be Registered (3)	Registered(1)	Per Share(2)	Price(2)	Fee
Class A common stock, par value $0.014	2,500,000	$30.68	$76,700,000	$2,354.69

(1)	The Medicis 2006 Incentive Award Plan, as amended (the “2006 Plan”) authorizes the issuance of 7,500,000 shares of the Registrant’s Class A common stock, par value $0.014, of which 2,500,000 shares are being registered hereunder and 5,000,000 have been previously registered. In accordance with Rule 416(a) of the Securities Act of 1933, as amended, this registration statement shall also cover any additional shares of common stock which become issuable under the 2006 Plan by reason of any stock dividend, stock split, recapitalization or similar transaction.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as amended. The price per share and aggregate offering price for the shares of our Class A common stock set forth in this Registration Statement are calculated on the basis of the average of the high and low trading prices of our Class A common stock, as reported on the New York Stock Exchange on June 29, 2007.
(3)	Each share of our Class A common stock being registered hereunder, if issued prior to the termination of the Company’s Amended and Restated Rights Agreement dated August 17, 2005 will include one preferred stock purchase right. Prior to the occurrence of certain events the preferred stock purchase rights will not be exercisable or evidenced separately from the Class A common stock

Proposed issuances to commence as soon after the effective date of the Registration Statement as practicable.

TABLE OF CONTENTS

PART I
PART II
	Item 8. Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-5.1
EX-23.2
EX-99.3

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information called for in Part I of the Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registration of Additional Securities

     The 2006 Plan authorizes the issuance of an aggregate of 7,500,000 shares of Common Stock, after giving effect to stock dividends. The Company has previously registered 5,000,000 shares issuable under the 2006 Plan by a Registration Statement on Form S-8 filed with the Commission on July 10, 2006, Registration No. 333-135675, (the “Prior Registration Statement”). Under this Registration Statement, the Company is registering an additional 2,500,000 shares of Common Stock issuable under the Plan. The contents of the Prior Registration Statement are incorporated by reference herein to the extent not modified or superseded thereby or by any subsequently filed document that is incorporated by reference herein or therein.

Experts

     Ernst & Young LLP, independent registered public accounting firm, has audited the Registrant’s consolidated financial statements and schedules and the Registrant management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of the Registrant included in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. The Registrant’s financial statements and schedules are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

Item 8. Exhibits.

See Index to Exhibits on page 3.

1

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant, Medicis Pharmaceutical Corporation, a Delaware corporation, 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on this 3^rd day of July, 2007.

Medicis Pharmaceutical Corporation
By:	/s/ Jonah Shacknai
	Jonah Shacknai
	Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes and appoints Jonah Shacknai and Mark A. Prygocki, Sr., or either of them, as attorneys-in-fact and agents with full power of substitution and resubstitution, to sign on his or her behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments, to this Registration Statement and other documents in connection therewith, with the Commission, granting to said attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done in the premises.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities as of July 3, 2007.

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

2

INDEX TO EXHIBITS

EXHIBIT
4.1	Amended and Restated Rights Agreement, dated as of August 17, 2005, between the Company and Wells Fargo Bank, N.A., as Rights Agent (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 18, 2005)
4.2	Indenture, dated as of August 19, 2003, by and between the Company, as issuer, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2004, File No. 0-18443, previously filed with the SEC)
4.3	Indenture, dated as of June 4, 2002, by and between the Company, as issuer, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2002)
4.4	Supplemental Indenture dated as of February 1, 2005 to Indenture dated as of August 19, 2003 between the Company and Deutsche Bank Trust Company Americas as Trustee (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 0-18443, previously filed with the SEC)
4.5	Registration Rights Agreement, dated as of June 4, 2002, by and between the Company and Deutsche Bank Securities Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2002)
5.1+	Opinion of Latham & Watkins LLP regarding the legality of the securities being registered
23.1+	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
23.2+	Consent of Ernst & Young LLP, independent registered public accounting firm
24+	Power of Attorney (included in the signature page to this Registration Statement).
99.1	Medicis 2006 Incentive Award Plan (Incorporated by reference to Appendix A of the Definitive Proxy Statement on Schedule 14A filed on April 13, 2006)
99.2	Amendment to the Medicis 2006 Incentive Award Plan (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 previously filed with the SEC)
99.3+	Amendment No. 2 to the Medicis 2006 Incentive Award Plan
99.4	Amendment No. 3 to the Medicis 2006 Incentive Award Plan (Incorporated by reference to Appendix A of the Definitive Proxy Statement on Schedule 14A filed on April 16, 2007)

+ Filed herewith

3

EX-5.1

Exhibit 5.1

	650 Town Center Drive, 20th Floor
	Costa Mesa, California 92626-1925
	Tel: +714.540.1235 Fax: +714.755.8290
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Barcelona	New Jersey
	Brussels	New York
	Chicago	Northern Virginia
	Frankfurt	Orange County
	Hamburg	Paris
July 3, 2007	Hong Kong	San Diego
	London	San Francisco
	Los Angeles	Shanghai
	Madrid	Silicon Valley
	Milan	Singapore
	Moscow	Tokyo
	Munich	Washington, D.C.

Medicis Pharmaceutical Corporation
8125 North Hayden Road
Scottsdale, AZ 85258-2463
Attn: Board of Directors

Ladies and Gentlemen:

     We have acted as special counsel to Medicis Pharmaceutical Corporation, a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), on a registration statement on Form S-8 (the “Registration Statement”), of up to an aggregate of 2,500,000 shares (the “Shares”) of Class A Common Stock, $0.014 par value, issuable pursuant to the Medicis 2006 Incentive Award Plan, as amended (the “2006 Plan”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the validity of the Shares.

     As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have (i) assumed that proceedings proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares will be timely completed in the manner proposed, and (ii) relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters; we have not independently verified such factual matters. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies.

     We are opining herein only as to the validity of the Shares under the Delaware General Corporation Law (“DGCL”), and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other laws or as to any matters of municipal law or any other local agencies within any state.

     Subject to the foregoing, it is our opinion that as of the date hereof the Shares have been duly authorized by all necessary corporate action of the Company, and, upon the issuance and delivery of the Shares in the manner contemplated by the 2006 Plan, and assuming the Company completes all actions and proceedings required on its part to be taken prior to the issuance and delivery of the Shares pursuant to the terms of the 2006 Plan, including, without limitation,

July 10, 2006
Page 2

receipt of legal consideration for each Share issued in excess of the par value of such Share, the Shares will be validly issued, fully paid and nonassessable.

     With your consent, we have assumed for purposes of the opinion paragraph above that: (i) the Shares will be delivered through the Depository Trust Company’s automated system for deposits and withdrawals of securities, (ii) the issuance of the Shares will be recorded in the books of the Company, and (iii) the Company will comply with all applicable notice requirements of Section 151 of the DGCL.

     We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

LATHAM & WATKINS LLP
 

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Medicis 2006 Incentive Award Plan, as amended, of our report dated February 26, 2007, with respect to the consolidated financial statements and schedule of Medicis Pharmaceutical Corporation and subsidiaries, Medicis Pharmaceutical Corporation management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Medicis Pharmaceutical Corporation, appearing in the Annual Report (Form 10-K) for the fiscal year ending December 31, 2006 filed with the Securities Exchange Commission.

/s/ ERNST & YOUNG LLP  

Phoenix, Arizona
June 29, 2007

4

EX-99.3

AMENDMENT NO. 2 TO THE
MEDICIS 2006 INCENTIVE AWARD PLAN

          This Amendment No. 2 (this “Amendment”) to the Medicis 2006 Incentive Award Plan, as amended (the “2006 Plan”), was adopted by Medicis Pharmaceutical Corporation, a Delaware corporation (the “Company”), on April 11, 2007.

RECITALS

          A. The Stock Option and Compensation Committee of the Board of Directors of the Company deemed it advisable to amend the 2006 Plan, effective as of the date hereof.

          B. Pursuant to Section 11.2 of the 2006 Plan, the Stock Option and Compensation Committee of the Board of Directors of the Company has the authority to amend the 2006 Plan, subject to certain limitations.

AMENDMENT

          1. Effective as of the date hereof, Section 10.5 of the 2006 Plan is amended in its entirety to read as follows:

     “10.5. Delegation of Authority to Grant Awards. The Committee may, but need not, delegate from time to time some or all of its authority to grant Awards under the Plan to a committee consisting of one or more members of the Board or of one or more officers of the Company; provided, however, that the Committee may not delegate its authority to grant Awards to individuals: (a) who are subject on the date of the grant to the reporting rules under Section 16(a) of the Exchange Act, (b) who are Covered Employees, or (c) who are officers of the Company who are delegated authority by the Committee hereunder. Any delegation hereunder shall be subject to the restrictions and limits that the Committee specifies at the time of such delegation of authority and may be rescinded at any time by the Committee. At all times, any committee appointed under this Section 10.5 shall serve in such capacity at the pleasure of the Committee.”

          2. Capitalized terms used in this Amendment without definition shall have the respective meanings ascribed thereto in the 2006 Plan.

          3. Except as otherwise expressly set forth in this Amendment, the 2006 Plan remains in full force and effect in accordance with its terms.

          4. This Amendment shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws relating to conflicts or choice of laws, of the State of Delaware applicable to agreements made and to be performed wholly within the State of Delaware.

          I hereby certify that this Amendment was duly adopted by the Stock Option and Compensation Committee of the Board of Directors of Medicis Pharmaceutical Corporation on April 11, 2007.

          Executed this 11^th day of April, 2007.

MEDICIS PHARMACEUTICAL CORPORATION
 

/s/ Mark A. Prygocki, Sr.  

Mark A. Prygocki, Sr. 

Executive Vice President, Chief Financial Officer and Treasurer