UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 10, 2007
DUSA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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| New Jersey
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0-19777
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22-3103129 |
(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification
Number) |
25 Upton Drive
Wilmington, Massachusetts 01887
(Address of principal executive offices, including ZIP code)
(978) 657-7500
(Registrant’s telephone number, including area code)
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 (see General Instruction
A.2. below):
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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 Securities 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)) |
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| Item 5.02 — |
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On April 10, 2007, DUSA Pharmaceuticals, Inc. (NASDAQ: DUSA) received notification that Dr.
Neal Penneys had resigned from the Board of Directors of DUSA for personal reasons, effective
immediately. Dr. Penneys was elected to DUSA’s Board of Directors on March 10, 2006, upon
consummation of the merger with Sirius Laboratories, Inc. According to the terms of a merger
agreement dated as of December 30, 2005, as amended, by and among DUSA, Sirius Laboratories, Inc.
and certain shareholders of Sirius, DUSA is obligated to nominate Dr. Penneys, or a substitute,
through the expiration of the period of time that any milestone payment may be paid to the former
Sirius shareholders pursuant to the terms of the merger agreement; provided that during such
period, Dr. Penneys (or such substitute board nominee as may be recommended by the representatives
of the Sirius shareholders and selected by DUSA’s Nominating and Corporate Governance Committee
should Dr. Penneys become unable or unwilling to serve) qualifies to serve on DUSA’s Board of
Directors pursuant to its governance documents and applicable law. The Sirius shareholder
representatives have not yet nominated a substitute board nominee for consideration by the DUSA
Nominating and Corporate Governance Committee.