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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): February 24, 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 entered into a definitive agreement for the 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 which represents a negotiated 5%
discount to the closing price of the common stock as reported on the NASDAQ
Stock Market on February 16, 2000, the date the parties agreed to proceed with
the transaction.
DUSA will use the funds to expand its research and development activities
for its Levulan(R) PDT/PD technology platform, for general corporate purposes,
and for possible license and/or acquisition of complementary drugs, devices,
technologies, or businesses.
The closing of the transaction will occur promptly following the
declaration by the Securities and Exchange Commission that the shares have been
registered under the Securities Act of 1933, as amended on a Form S-3. If the
registration statement is not declared effective within 105 days of its filing,
the Invesco Funds Group has the right to terminate the transaction.
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 offer materially from any
future results, performance or achievements expressed or implied by the
statements made. These forward-looking statements related to the use of funds
raised in the private placement, the strength of the Company's financial
condition, and its expectations regarding the closing of the transaction. 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 the Company's United States
Securities and Exchange Commission (SEC) filings.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
(c) Exhibits.
[99] Press Release dated February 24, 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: February 24, 2000 By: /s/ D. Geoffrey Shulman
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D. Geoffrey Shulman, MD, FRCPC
President, Chief Executive Officer,
and Chief Financial Officer
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DUSA
INNOVATION IN PHOTODYNAMIC THERAPY
DUSA PHARMACEUTICALS, INC.
FOR RELEASE AT 8:00 A.M.
DUSA PHARMACEUTICALS PRIVATE PLACEMENT
RAISES $42.75 MM FROM INVESCO
WILMINGTON, MA. FEBRUARY 24, 2000 - DUSA PHARMACEUTICALS, INC. (NASDAQ NMS:
DUSA) reported today that it has entered into a definitive agreement for the
private placement of 1,500,000 shares of its common stock to funds managed by
Invesco Funds Group in Denver. The purchase price is $28.50 per share. This
price represents a negotiated 5% discount to the closing price as of February
16, 2000, the date the parties agreed to proceed with the transaction.
Dr. Geoffrey Shulman, DUSA's President and CEO, stated, "We are very pleased to
have Invesco Funds Group as important new shareholders in DUSA. With the
proceeds of this financing, DUSA will be in a strong financial position. The
funds will be used by the Company to expand the research and development
activities for its Levulan(R) PDT/PD technology platform, for general corporate
purposes, and for possible license or acquisition of complementary drugs,
devices, technologies, or businesses."
The closing of this transaction will occur promptly following the declaration by
the Securities and Exchange Commission that the shares have been registered on a
resale registration statement relating to the shares, which is expected to be
filed shortly by DUSA.
DUSA Pharmaceuticals, Inc. is a biopharmaceutical 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. The Company is incorporated
in New Jersey, with offices in Wilmington, MA, Valhalla, NY, and Toronto,
Ontario.
Except for historical information, this press release contains certain
forward-looking statements that involve known and unknown risk and
uncertainties, which may cause actual results to offer materially from any
future results, performance or achievements expressed or implied by the
statements made. These forward-looking statements relate to the use of the funds
raised in the private placement, the strength of its financial position and
expectations regarding the closing of the transaction. Such risks and
uncertainties include, but are not limited to the results of clinical trials and
further development activities, the status of its patents and proprietary
protection, reliance on third parties to manufacture (in
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compliance with FDA regulations), uncertainties regarding future opportunities
and whether any opportunities which may be available can become completed
transactions, risks related to the securities regulatory process and other risks
detailed from time to time in the Company's United States Securities and
Exchange Commission (SEC) filings.
For further information contact:
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
