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As filed with the Securities and Exchange Commission on March 29, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DUSA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-3103129
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
25 UPTON DRIVE
WILMINGTON, MASSACHUSETTS 01887
(978) 657-7500
(Address, including ZIP code, and telephone number,
including area code, of registrant's principal executive offices)
DUSA PHARMACEUTICALS, INC. 1996 OMNIBUS PLAN, AS AMENDED
(Full title of the plans)
NANETTE W. MANTELL, ESQ.
REED SMITH LLP
PRINCETON FORRESTAL VILLAGE
136 MAIN STREET - SUITE 250
PRINCETON, NEW JERSEY 08543
(609) 514-8541
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
COPIES TO:
DR. D. GEOFFREY SHULMAN, PRESIDENT
DUSA PHARMACEUTICALS, INC.
25 UPTON DRIVE
WILMINGTON, MASSACHUSETTS 01887
(978) 657-7500
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CALCULATION OF REGISTRATION FEE
Amount Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities to be Offering Price Per Aggregate Offering Registration
to be Registered Registered(1) Share Price Fee
1996 Omnibus Plan, as Amended -
Shares of common stock no par value (options issued and 233,622 $17.23(2) $4,025,307.06 $1,006.33
outstanding)
1996 Omnibus Plan, as Amended -
Shares of common stock no par value (options reserved for 151,608 $11.56(3) $1,752,588.48 $438.15
future grants)
TOTAL REGISTRATION FEE .................................................................................................$1,444.48
(1) Together with an indeterminate number of additional shares which may be
issued pursuant to the 1996 Omnibus Plan, as amended, as a result of stock
splits, stock dividends or similar transactions in accordance with Rule 416.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended, based upon
the average exercise price of the outstanding options rounded to the nearest
cent.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended, based upon
the average of the high and low price as reported on The NASDAQ National Market
on March 22, 2001.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
This registration statement is being filed in order to register an
additional 385,230 shares of DUSA common stock, no par value, eligible for
issuance under the DUSA Pharmaceuticals, Inc. 1996 Omnibus Plan, as amended,
that have become available for issuance as a result of the increase in the
number of shares of DUSA common stock outstanding and the renewed availability
of shares of DUSA common stock for grants as a result of the exercise of
previously granted options.
In accordance with the provisions of General Instruction E of Form S-8,
DUSA hereby incorporates by reference the contents of DUSA's currently effective
registration statement on Form S-8 (Registration No. 333-92259) filed with the
Securities and Exchange Commission on December 7, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS
(a) All exhibits filed with or incorporated by reference in DUSA's Registration
Statement on Form S-8 (Registration Statement No: 333-92259) are incorporated by
reference into and shall be deemed a part of, this registration statement,
except the following, which are filed herewith:
(5) Opinion re: legality
(5.1) Opinion of Reed Smith LLP.
(23) Consents of experts and counsel
(23.1) Consent of Deloitte & Touche LLP
(23.2) Consent of Reed Smith LLP, included in Exhibit 5.1.
(24) Power of Attorney
(24.1) Power of Attorney (See Page i)
(99) Additional Exhibits
(99.5) Form of Omnibus Nonqualified Stock Option Agreement
with Increasing Exercise Price.
(99.6) Form of Omnibus Incentive Stock Option Agreement with
Increasing Exercise Price.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilmington, State of Massachusetts, on March 29,
2001.
DUSA Pharmaceuticals, Inc.
Registrant
By: s/ D. Geoffrey Shulman
Dr. D. Geoffrey Shulman,
President
POWER OF ATTORNEY
Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints D. Geoffrey Shulman as his/her true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him/her and in his/her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement or any related registration statement that is to
be effective upon filing pursuant to Rule 462(b), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with the above premises, as
fully to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his/her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/ D. Geoffrey Shulman Director, Chairman of the Board, March 29, 2001
D. Geoffrey Shulman, MD, President, Chief Executive Officer, Date
FRCPC (Principal Executive Officer)
/s/John H. Abeles Director March 29, 2001
John H. Abeles Date
/s/Mark C. Carota Vice President, Operations March 29, 2001
Mark C. Carota Date
/s/Ronald L. Carroll Vice President, Business March 29, 2001
Ronald L. Carroll Development Date
/s/James P. Doherty Director March 29, 2001
James P. Doherty, BSc Date
/s/Jay M. Haft Director March 29, 2001
Jay M. Haft, Esq. Date
/s/Richard C. Lufkin Director March 29, 2001
Richard C. Lufkin Date
/s/Scott L. Lundahl Vice President, Technology March 29, 2001
Scott L. Lundahl Date
/s/Stuart L. Marcus Vice President, Scientific Affairs March 29, 2001
Stuart L. Marcus, MD, PhD Date
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/s/John E. Mattern Vice President of Finance and Chief March 29, 2001
John E. Mattern Financial Officer (Principal Financial Date
and Accounting Officer)
/s/Paul A. Sowyrda Vice President, Product March 29, 2001
Paul A. Sowyrda Development and Marketing Date
/s/Nanette W. Mantell Secretary March 29, 2001
Nanette W. Mantell Date
/s/William R. McIntyre Vice President, Regulatory Affairs March 29, 2001
William R. McIntyre Date
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EXHIBIT INDEX
(5.1) Opinion of Reed Smith LLP..............................................
(23.1) Consent of Deloitte & Touche LLP.......................................
(23.2) Consent of Reed Smith LLP (contained in Exhibit 5.1)...................
(24.1) Power of Attorney (See Page i).........................................
(99.5) Form of Omnibus Nonqualified Stock Option Agreement
with increasing Exercise Price......................................
(99.6) Form of Omnibus Incentive Stock Option Agreement
with increasing Exercise Price......................................
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