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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
DUSA Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-3103129
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
181 University Avenue, Suite 1208
Toronto, Ontario, CANADA M5H 3M7
(Address of principal executive offices) (Zip Code)
Commission File Number: 0-19777
Registrant's telephone number, including area code: (416) 363-5059
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
Common Stock
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 or Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant computed by reference to the closing price of such stock as of
February 23, 1999 was $67,622,096.
The number of shares of common stock outstanding of the Registrant as
of February 23, 1999 was 11,001,385.
DOCUMENTS INCORPORATED BY REFERENCE
Document incorporated by reference to this Report is:
(1) Proxy Statement for the 1999 Annual Meeting of Shareholders
PART III, Items 10 through 13.
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EXHIBIT INDEX
3(a) Certificate of Incorporation, as amended
3(b) By-laws of the Registrant, filed as Exhibit 3(ii) to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1997, and are incorporated herein by reference
4(a) Common Stock specimen, filed as Exhibit 4.1 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1997, and are incorporated herein by reference
4(b) Class B Warrant, filed as Exhibit 4.3 to the Registrant's Registration
Statement on Form S-1, No. 33-43282, and is incorporated herein by
reference
10(a) License Agreement between the Company, PARTEQ and Draxis Health Inc.
dated August 27, 1991, filed as Exhibit 10.1 to the Registrant's
Registration Statement on Form S-1, No. 33-43282, and is incorporated
herein by reference
10(b) ALA Assignment Agreement between the Company, PARTEQ, and Draxis Health
Inc. October 7, 1991, filed as Exhibit 10.2 to the Registrant's
Registration Statement on Form S-1, No. 33-43282, and is incorporated
herein by reference
10(c) Employment Agreement of D. Geoffrey Shulman, MD, FRCPC dated October 1,
1991, filed as Exhibit 10.4 to the Registrant's Registration Statement
on Form S-1, No. 33-43282, and is incorporated herein by reference
10(d) Amendment to Employment Agreement of D. Geoffrey Shulman, MD, FRCPC
dated April 14, 1994, filed as Exhibit 10.4 to the Registrant's
Registration Statement on Form S-2, No. 33-98030, and is incorporated
hereby by reference
10(e) Amended and Restated License Agreement between the Company and PARTEQ
dated March 11, 1998, portions of Exhibit A have been omitted pursuant
to a request for confidential treatment pursuant to Rule 24b of the
Securities Exchange Act of 1934 and Rule 406 of the Securities Act of
1933
10(f) Incentive Stock Option Plan, filed as Exhibit 10.11 of Registrant's
Registration Statement on Form S-1, No. 33-43282, and is incorporated
herein by reference
10(g) 1994 Restricted Stock Option Plan, filed as Exhibit 1 to Registrant's
Schedule 14A definitive Proxy Statement dated April 26, 1995, and is
incorporated herein by reference
10(h) 1996 Omnibus Plan, as amended, filed as Exhibit 1 to Registrant's
Schedule 14A definitive Proxy Statement dated April 27, 1998, and is
incorporated herein by reference
10(i) Purchase and Supply Agreement between the Company and National
Biological Corporation dated November 5, 1998, portions of which have
been omitted pursuant to a request for confidential treatment pursuant
to Rule 24b of the Securities Exchange Act of 1934 and Rule 406 of the
Securities Act of 1933.
27 Financial Data Schedule for the Registrant's Form 10-K for the period
ending December 31, 1998
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant) DUSA Pharmaceuticals, Inc.
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By (Signature and Title) /s/D. Geoffrey Shulman, President
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Date: June 18, 1999
/s/D. Geoffrey Shulman Director, Chairman of the Board, June 18, 1999
- ------------------------------ President, Chief Executive -------------
D. Geoffrey Shulman, MD, FRCPC Officer and Chief Financial Date
Officer (Principal Executive,
Financial, and Accounting
Officer)
/s/ Ronald L. Carroll Executive Vice President, June 18, 1999
- ------------------------------ Chief Operating Officer -------------
Ronald L. Carroll Date
/s/Stuart L. Marcus Senior Vice President of June 18, 1999
- ------------------------------ Scientific Affairs -------------
Stuart L. Marcus, MD, PhD Date
/s/John H. Abeles Director June 18, 1999
- ------------------------------ -------------
John H. Abeles, MD Date
/s/James P. Doherty Director June 18, 1999
- ------------------------------ -------------
James P. Doherty, BSc Date
/s/Jay M. Haft Director June 18, 1999
- ------------------------------ -------------
Jay M. Haft, Esq. Date
/s/Richard C. Lufkin Director June 18, 1999
- ------------------------------ -------------
Richard C. Lufkin Date
Secretary
- ------------------------------ -------------
Nanette W. Mantell, Esq.