Exhibit 4(a)
FORM OF
STOCK CERTIFICATE
NUMBER DUSA PHARMACEUTICALS, INC. SHARES
Incorporated under the laws of the State
DUSA_________ of New Jersey ________
See reverse for
Certain Definitions
CUSIP 266898 10 5
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES
OF THE COMMON STOCK, NO PAR VALUE, OF
DUSA Pharmaceuticals, Inc., (hereinafter called the "Corporation"), transferable
only on the books of the Corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this certificate properly endorsed.
This certificate is not valid until countersigned and registered by the
transfer agent and registrar of the Corporation.
The shares represented by this certificate are transferable at the
corporate offices of American Stock Transfer & Trust Company in New York, New
York or at the corporate offices of Montreal Trust Company of Canada in Toronto,
Ontario.
IN WITNESS WHEREOF, the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
Dated:
Countersigned and Registered COUNTERSIGNED AND Registered [Seal] President
AMERICAN STOCK TRANSFER MONTREAL TRUST COMPANY
& TRUST COMPANY OF CANADA
OR
Authorized Signature Authorized Signature Secretary
[REVERSE SIDE OF CERTIFICATE]
DUSA PHARMACEUTICALS, INC.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not as tenants
in common
UNIF GIFT MIN ACT - ____________________ Custodian________________________
(Cust) (Minor)
under Uniform Gifts to Minors Act_____________________
(State)
FOR VALUE RECEIVED, __________ HEREBY SELL, ASSIGN AND TERANSFER UNTO:
Please insert social security, social insurance
or taxpayer identification number of assignee
=========================
=========================
________________________________________________________________________________
Please print or typewrite Name and Address of Assignee
________________________________________________________________________________
______________________________________________________________SHARES REPRESENTED
BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSITUTE AND APPOINT
________________________________________________________________________ATTORNEY
TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN-NAMED CORPORATION WITH
FULL POWER OF SUBSTITUTION IN THE PREMISES.
Dated:____________________________ X__________________________________
(Signature)
___________________________________
(Please Print Name)
__________________________________ ___________________________________
Signature Guaranteed (Address)
___________________________________
Social Security, Spcial Insurance
or Taxpayer Identification Number
THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THIS COMMON STOCK CERTIFICATE IN VERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL
BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK
STOCK EXCHANGE, PACIFIC STOCK EXCHANGE, MIDWEST STOCK EXCHANGE, OR TORONTO STOCK
EXCHANGE.
This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in the Rights Agreement between DUSA Pharmaceuticals, Inc. (the
"Company") and American Stock Transfer & Trust Company (the "Rights Agent")
dated as of September 27, 2002 (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the
principal offices of the Company. Under certain circumstances, as set forth in
the Rights Agreement, such Rights will be evidenced by separate certificates and
will no longer be evidenced by this certificate. The Company will mail to the
holder of this certificate a copy of the Rights Agreement, as in effect on the
date of mailing, without charge promptly after receipt of a written request
therefor. Under certain circumstances set forth in the Rights Agreement, Rights
issued to, or held by, any Person who is, was or becomes an Acquiring Person, an
Adverse Person or any Affiliate or Associate of an Acquiring Person or an
Adverse Person (as such terms are defined in the Rights Agreement), whether
currently held by or on behalf of such Person or by any subsequent holder may
become null and void. The Rights shall not be exercisable, and shall be void so
long as held, by a holder in any jurisdiction where the requisite qualification
to the issuance to such holder, or the exercise by such holder, of the Rights in
such jurisdiction shall not have been obtained or be obtainable.
AMERICAN BANKNOTE COMPANY PRODUCTION COORDINATOR SUE MCNAMEE 215-830-2158
680 Blair Mill Road PROOF OF OCTOBER 22, 1997
Horsham, PA 19044 DUSA
215-657-3480 H 53296PATCH
___________________________________________ ________________________________________________
SALESPERSON R. JOHNSON 212-557-9100 Opr. JH NEW
___________________________________________ ________________________________________________
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