EXHIBIT 3.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 10/23/1995
950244283 - 2168131
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
MEDICIS PHARMACEUTICAL CORPORATION
(PURSUANT TO SECTION 242 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)
Medicis Pharmaceutical Corporation, a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby certify:
FIRST: That the Certificate of Incorporation of the Corporation is hereby amended as follows:
a. By deleting existing Article IV, Section 1 thereof and substituting in lieu of said Article IV, Section 1, the
following:
Article IV
Section 1. Authorized Shares
The total number of shares of all classes which the Corporation is authorized to issue is 15,125,322 consisting of
10,000,000 shares of Class A Common Stock, par value $.014 per share ("Class A Common Stock"), 125,322
shares of Class B Common Stock, par value $.014 per share ("Class B Common Stock"), and 5,000,000 shares
of Preferred Stock, par value $.01 per share ("Preferred Stock"). In connection with the amendment of the
Certificate of Incorporation establishing this Section 1, no fractional shares of Class A Common Stock or Class
B Common Stock shall be authorized or outstanding and the Board of Directors is hereby expressly authorized to
make adjustments to outstanding shares in such manner as the Board of Directors shall determine to be in the
interests of the Corporation so that no fractional shares result from such amendment.
b. By deleting existing Article IX thereof and substituting in lieu of said Article IX the following:
Article IX
The business and affairs of the Corporation shall be managed by the Board of Directors, and the directors need
not be elected by ballot unless required by the Bylaws of the Corporation. The directors of the Corporation shall
be divided into three classes, the number of directors fixed by the