FORM 8-K
UNITED STATES
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 6, 2006
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)s
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 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS.
DUSA Pharmaceuticals, Inc. ("DUSA") issued a press release on February 6, 2006
attached to and made part of this report, announcing fourth quarter (Q4) and
2005 year-end financial results. In addition, during its conference call today
discussing the results, DUSA announced that it expects that sales of the
Levulan(R) Kerastick(R) to Stiefel Laboratories, Inc. could be in the range of
300,00 - 500,000 units during the five years following launch by Stiefel.
Except for historical information, this report, including the news release,
contains certain forward-looking statements that represent our current
expectations and beliefs concerning future events, and involve certain known and
unknown risk and uncertainties. These forward-looking statements relate to
beliefs regarding fourth quarter results, intention to incorporate recent acne
results into development plans, timing of the results of the photodamage
clinical trial, timing of the closing of the pending merger, expectations for
sales to Stiefel Laboratories, Inc. and beliefs relating to gross margins being
dependent on volume. These forward-looking statements are further qualified by
important factors that could cause actual results to differ materially from
those in the forward-looking statements. These factors include, without
limitation, changing market and regulatory conditions, the clinical trial
process, the ability to obtain competitive levels of reimbursement by
third-party payors, the maintenance of our patent portfolio, foreign regulatory
approvals, dependence on third-party manufacturers, the uncertainties of the
litigation process, the ability to maintain our sales force, changes in our long
and short term goals, fluctuations in the market price of the Company's common
stock, unknown clinical trial results, the unknown sophistication of the
security holders of Sirius Laboratories, and other risks and uncertainties
identified in DUSA's Form 10-K for the year ended December 31, 2004.
ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS.
99 Press Release dated February 6, 2006
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: February 6, 2006 By: /s/ D. Geoffrey Shulman
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D. Geoffrey Shulman, MD, FRCPC
Chairman of the Board and Chief
Executive Officer
EXHIBIT INDEX
99 Press Release dated February 6, 2006