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): July 9, 2005
DUSA PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 0-19777 22-3103129
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) 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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Securities Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
DUSA Pharmaceuticals, Inc. ("DUSA") issued a press release on July 14, 2005,
attached to and made a part of this report, announcing that Gary Talarico, VP of
Sales, had resigned for personal reasons on July 9, 2005. The resignation will
be effective July 22, 2005.
Except for historical information, this report and press release contain certain
forward-looking statements that involve known and unknown risks 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 beliefs concerning
the effective date of Mr. Talarico's resignation and the responsibilities of Mr.
Page for the immediate future. Such risks and uncertainties include, but are not
limited to, DUSA's ability to effectuate the resignation of Mr. Talarico in a
timely manner, the continuing service to DUSA by Mr. Page and other risks
identified in our SEC filings from time to time, including those contained in
DUSA's Form 10-K for the year ended December 31, 2004.
ITEM 9.01 - FINANCIAL STATEMENT AND EXHIBITS
ITEM NO. DESCRIPTION
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99 Press Release, dated July 14, 2005
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.
Dated: July 14, 2005 By: /s/ D. GEOFFREY SHULMAN
-----------------------------------------
D. Geoffrey Shulman, MD,
FRCPC Chairman of the Board and Chief
Executive Officer
EXHIBIT INDEX
ITEM NO. DESCRIPTION
-------- ----------------------------------------------------------------
99 Press Release, dated July 14, 2005