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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): April 27, 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.
On Thursday, April 27, 2000, the Registrant's Board of Directors
authorized the redemption of all the rights which were granted pursuant to the
Registrant's Shareholder Rights Plan, dated September 26, 1997 (the "Plan") and
the termination of the Plan. The Plan was originally approved by the
Registrant's shareholders on June 11, 1998. Subject to the terms of the Plan,
the Board has the authority to redeem the rights through October 24, 2007. The
Board of Directors took this action upon receiving a Schedule 13G filed by
AMVESCAP PLC ("AMVESCAP"), the parent holding company of investment advisors
including the INVESCO Funds Group, Inc. AMVESCAP indicates in its Schedule 13G,
which was filed with the Securities and Exchange Commission on April 20, 2000,
that it beneficially owns in excess of 15% of the registrant's outstanding
common shares. On March 22, 2000, ten (10) mutual funds and community trust
funds advised by the INVESCO Funds Group, Inc., purchased 1,500,000 shares of
the Registrant's common stock in a private placement at $28.50 per share. These
shares, together with other shares purchased on the open market, represented
14.8% of the outstanding shares of common stock at that time. As the result of
the acquisition of beneficial ownership in excess of 15% of the outstanding
shares of common stock of the Registrant by AMVESCAP, certain provisions of the
Plan were triggered. The Board of Directors, therefore, had to consider whether
to redeem the rights or allow certain anti-takeover provisions of the Rights
Agreement to be implemented.
Pursuant to the redemption provisions of the Rights Agreement, all of
the outstanding rights will be redeemed at a Redemption Price of $.001 per
right. The Registrant will pay the Redemption Price, in cash, which, based on
the current total number of shares outstanding, will total approximately
$14,000.
Except for historical information, this report, including the exhibit,
contains a forward-looking statement that involves 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
statement made. This forward-looking statement relates to the payment of the
Redemption Price. Such risks and uncertainties include, but are not limited to,
business risks detailed from time to time in the Registrant's United States
Securities and Exchange Commission (SEC) filings.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
(c) Exhibits.
[99.1] Schedule 13G filed with the Securities and Exchange Commission
by AMVESCAP PLC on April 20, 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, hereunto duly authorized.
DUSA PHARMACEUTICALS, INC.
By: /s/ D. Geoffrey Shulman
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D. Geoffrey Shulman, MD, FRCPC
President and Chief Executive Officer
Dated: April 28, 2000
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Exhibit 99.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G. INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(B) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(B)
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Dusa Pharmaceuticals, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
266898105
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(CUSIP Number)
Check the following box if a fee is being paid with this statement. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.) / /
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
Notes).
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CUSIP No. 266898105
13G
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
AMVESCAP PLC
No. S.S. or I.R.S. Identification Number
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
England
Number of Shares (5) Sole Voting Power
Beneficially None
Owned by (6) Shared Voting Power
Each Reporting 2,117,700
Person With (7) Sole Dispositive Power
None
(8) Shared Dispositive Power
2,117,700
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,117,700
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
17.58%
(12) Type of Reporting Person (See Instructions)
H.C.
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ITEM 1 (a) NAME OF ISSUER:
Dusa Pharmaceuticals, Inc.
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
25 Upton Drive
Wilmington, MA 01887
ITEM 2 (a) NAME OF PERSON(S) FILING:
AMVESCAP PLC
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
11 Devonshire Square 1315 Peachtree Street, N.E.
London EC2M 4YR Atlanta, Georgia 30309
England
ITEM 2 (c) CITIZENSHIP:
Organized under the laws of England
ITEM 2 (d) TITLE OF CLASS OF SECURITIES
Common Stock
ITEM 2 (e) CUSIP NUMBER: 266898105
Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15 of the Act.
(b) / / Bank as defined in Section 3(a)(6) of the Act.
(c) / / Insurance Company as defined in Section 3(a)(19) of the Act.
(d) / / Investment Company registered under Section 8 of the Investment
Company Act.
(e) / / Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940.
(f) / / Employee Benefit Plan, Pension Fund which is subject to provisions
of Employee Retirement Income Security Act of 1974 or Endowment Fund;
see Rule 13d-1(b)(1)(ii)(F).
(g) /X/ Parent Holding Company in accordance with Rule 13d-1(b)(ii)(G).
(h) / / A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act Insurance Act (12 U.S.C. 1813).
(i) / / A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3).
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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ITEM 4 (a) - (c) OWNERSHIP: The information in items 1 and 5-11 on the cover
page (p 2) of this statement on Schedule 13G is hereby incorporated by
reference.
The reporting persons expressly declare that the filing of this
statement on Schedule 13G shall not be construed as an admission that they are,
for the purposes of Section 13(d) or 13(g) of the Securities and Exchange Act of
1934, the beneficial owners of any securities covered by this statement.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS / /
Not Applicable.
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The reporting persons hold the securities covered by this report on
behalf of other persons who have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of such securities.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
See attached Exhibit 7.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP.
Not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
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ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
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(Date)
/s/ Michael Perman
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Michael Perman,
as Company Secretary for
AMVESCAP PLC
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Reporting Person is the ultimate parent holding company of the companies listed
below, which are investment advisors (IA) registered under Section 203 of the
Investment Advisors Act of 1940. Each IA has:
Sole power to vote or direct the vote; and
Sole power to dispose or to direct the disposition;
with respect to the percentages identified below the securities of the Issuer.
INVESCO, Inc.
INVESCO Private Capital, Inc.
INVESCO Senior Secured Management, Inc.
INVESCO Global Asset Management (N.A.), Inc.
INVESCO Funds Group, Inc.
Institutional Trust Company, Inc.
AIM Advisors, Inc.
AIM Capital Management, Inc.
Total U.S. Investment Advisor Holding:
2,056,600 Percent: 17.071%
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INVESCO Asset Management Limited
INVESCO Asset Management (Japan) Limited
INVESCO Asia Limited
Total non-U.S. Investment Advisor Holding:
61,100 Percent: 0.51%
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Each IA is a wholly-owned subsidiary of the Reporting Person.
