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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 2000
DUSA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 0-19777 22-3103129
(State or other (IRS Employer
jurisdiction of (Commission Identification
incorporation) File Number) 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)
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ITEM 5. OTHER EVENTS.
The Registrant, DUSA Pharmaceuticals, Inc., ("DUSA"), has reported that
it has closed a previously announced private placement of a total of 1,500,000
shares of its common stock to funds managed by the INVESCO Funds Group. The
purchase price per share is $28.50. INVESCO now holds approximately 14.8% of
DUSA's common stock.
DUSA intends to use the proceeds from the transaction to advance its
research and development activities for its Levulan(R) PDT/PD technology
platform, for general corporate purposes, and possibly for investment in
complementary drugs, devices, technologies, or businesses.
The resale of the shares has been registered by DUSA on a Form S-3
which was declared effective on March 22, 2000. In addition to the 1,500,000
shares held by the INVESCO funds, up to an additional 157,823 shares which
underlie several consultants' options were also registered on the Form S-3.
Except for historical information, this report, including the exhibit,
contains certain forward-looking statements that involve known and unknown risk
and uncertainties, which may cause actual results to differ materially from any
future results, performance or achievements expressed or implied by the
statements made. These forward-looking statements relate to the use of proceeds
raised in the private placement, and from the potential proceeds from the
exercise of the options. Such risks and uncertainties include, but are not
limited to the results of clinical trials, the status of its patents and
proprietary protection, reliance on third parties to manufacture (in compliance
with FDA regulations), uncertainties regarding future opportunities and whether
any opportunities which may be available can become completed transactions, and
further development activities and other risks detailed from time to time in
DUSA's United States Securities and Exchange Commission (SEC) filings.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
(c) Exhibits.
[99] Press Release dated March 23, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
DUSA PHARMACEUTICALS, INC.
Dated: March 23, 2000 By: /s/ D. Geoffrey Shulman
--------------- ------------------------
D. Geoffrey Shulman, MD, FRCPC
President, Chief Executive Officer,
and Chief Financial Officer
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DUSA PHARMACEUTICALS, INC.
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION
OF AN OFFER TO BUY ANY OF THESE SECURITIES. THE OFFER IS
MADE ONLY BY PROSPECTUS.
DUSA CLOSES PRIVATE PLACEMENT WITH
INVESCO FUNDS GROUP
WILMINGTON, MA. MARCH 23, 2000- DUSA PHARMACEUTICALS, INC., (NASDAQ NMS: DUSA),
today reported that it has now closed the previously announced private placement
transaction with funds managed by INVESCO Funds Group, Inc. of Denver. DUSA
issued 1,500,000 new shares of its common stock at a purchase price of $28.50
per share. INVESCO now holds approximately 14.8% of DUSA's common stock.
The closing of the transaction was conditional upon the declaration of
effectiveness of a Form S-3 registration statement, which occurred on March 22,
2000, allowing the resale by certain selling shareholders from time to time. In
addition to the resale of the 1,500,000 shares issued to the INVESCO purchasers,
up to 157,823 shares of DUSA's common stock which underlie several consultants
options may be sold upon the exercise of such options. DUSA will not receive any
proceeds from the resale by the selling shareholders. However, if the options
are exercised by their respective holders, DUSA will receive the proceeds from
these transactions.
DUSA intends to use the proceeds from the INVESCO private placement and any
proceeds which may be received from the exercise of options for working capital,
primarily to advance research and development activities of its Levulan(R)
PDT/PD technology platform. DUSA may also use its resources to invest in
businesses, technologies, or products that are complementary to its business.
DUSA Pharmaceuticals, Inc. is a development stage pharmaceutical company engaged
primarily in the development of Levulan(R) Photodynamic Therapy (PDT) and
Photodetection (PD) for multiple medical indications. PDT and PD utilize
light-activated compounds such as Levulan(R) to induce a therapeutic or
detection effect. DUSA is a world leader in topically or locally applied PDT and
PD. DUSA is incorporated in New Jersey, with executive offices in Toronto,
Ontario, R&D administration in Valhalla, New York and manufacturing technology
and operations offices in Wilmington, Massachusetts.
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Except for historical information, this news release contains certain forward-
looking statements that involve known and unknown risk and uncertainties, which
may cause actual results to differ materially from any future results,
performance or achievement expressed or implied by the statements made. These
forward-looking statements relate to the use of proceeds from the private
placement and from the potential exercise of options. Such risks and
uncertainties include, but are not limited to, the results of future clinical
trials, the status of its patents and proprietary protection for this
indication, reliance on third parties to manufacture (in compliance with FDA
regulations), the availability of funds for ongoing operations and further
development activities and other risks detailed from time to time in DUSA's SEC
filings.
DUSA Pharmaceuticals, Inc. -
D. GEOFFREY SHULMAN, MD, PRESIDENT & CEO OR
SHARI LOVELL, DIRECTOR, SHAREHOLDER SERVICES
Tel: 416.363.5059 Fax 416.363.6602
or visit www.dusapharma.com
