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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 29, 2010
DUSA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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New Jersey
(State or other
jurisdiction of
incorporation)
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001-31533
(Commission File
Number)
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22-3103129
(IRS Employer
Identification
Number) |
25 Upton Drive
Wilmington, Massachusetts 01887
(Address of principal executive offices, including ZIP code)
(978) 657-7500
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.07 |
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Submission of Matters to a Vote of Security Holders |
(a) The Registrant held its Annual Meeting of Shareholders on July 29, 2010.
(b) Proxies for the Annual Meeting of Shareholders were solicited pursuant to Regulation 14A
of the Exchange Act; there was no solicitation in opposition to managements nominees for directors
as listed in the Proxy Statement and all such nominees were elected. The final results of the
voting for eight directors for a term until the 2011 Annual Meeting of Shareholders are set forth
below:
Proposal No. 1 Election of Directors Approved
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Votes For |
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Withheld |
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Broker non-votes |
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Alfred Altomari |
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16,740,266 |
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211,668 |
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-0- |
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David M. Bartash |
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15,184,704 |
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1,767,230 |
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-0- |
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Alexander W. Casdin |
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16,724,294 |
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227,640 |
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-0- |
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Robert F. Doman |
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16,654,144 |
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297,790 |
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-0- |
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Jay M. Haft, Esq. |
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15,184,756 |
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1,767,178 |
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-0- |
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Paul J. Hondros |
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16,737,818 |
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214,116 |
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-0- |
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Magnus Moliteus |
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15,184,456 |
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1,767,478 |
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-0- |
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David M. Wurzer, CPA |
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16,739,988 |
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211,946 |
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-0- |
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Described below is the other matter voted upon at the Annual Meeting of Shareholders and the
final number of affirmative votes, negative votes, abstentions and broker non-votes.
Proposal No. 2 Ratification of the Selection of Independent Registered Public Accounting Firm
Approved
Ratification of the appointment of Deloitte & Touche LLP as the independent registered public
accounting firm of the Registrant for the fiscal year ending December 31, 2010.
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Votes For |
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Votes Against |
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Abstentions |
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Broker non-votes |
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21,409,327
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241,722
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13,960
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-0- |
(c) On May 13, 2010, the Registrant filed a Form 8-K describing the terms of an agreement
with SRB Management, L.P., SRB Greenway Opportunity Fund, (QP), L.P., SRB Greenway Opportunity
Fund, L.P., BC Advisors, LLC, Steven R. Becker and Matthew A.
Drapkin to avoid a proxy contest for the election of directors at the 2010 Annual Meeting
of Shareholders. The full agreement is attached as Exhibit 10.1 to the
Form 8-K which is incorporated by reference therein.
The Registrant thanks its former directors, Richard Lufkin, John Abeles and Marvin Lesser for
their service to the Registrant.
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.
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DUSA PHARMACEUTICALS, INC.
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Dated: August 2, 2010 |
By: |
/s/ Robert F. Doman
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Robert F. Doman, President and |
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Chief Executive Officer |
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