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OMB
APPROVAL
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OMB
Number: 3235-0145
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Expires: February
28, 2009
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Estimated
average burden
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hours
per response: 14.5
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CUSIP
No. 266898105
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1
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NAME
OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SRB
Management, L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC
USE
ONLY
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||
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4
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SOURCE
OF FUNDS (See Instructions)
OO
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||
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
1,489,201
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
1,489,201
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,489,201
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA,
PN
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CUSIP
No. 266898105
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1
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NAME
OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SRB
Greenway Opportunity Fund, (QP), L.P.
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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||
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3
|
SEC
USE ONLY
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||
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4
|
SOURCE
OF FUNDS (See Instructions)
WC
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||
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
1,332,922
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|
|
8
|
SHARED
VOTING POWER
0
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||
|
9
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SOLE
DISPOSITIVE POWER
1,332,922
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||
|
10
|
SHARED
DISPOSITIVE POWER
0
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||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,332,922
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||
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12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
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||
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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||
|
14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP
No. 266898105
|
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|
1
|
NAME
OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON.
SRB
Greenway Opportunity Fund, L.P.
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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||
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3
|
SEC
USE ONLY
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||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
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||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
156,279
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
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9
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SOLE
DISPOSITIVE POWER
156,279
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||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
156,279
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||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
|
||
|
14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP
No. 266898105
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1
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NAME
OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BC
Advisors, LLC
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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||
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3
|
SEC
USE ONLY
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||
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4
|
SOURCE
OF FUNDS (See Instructions)
OO
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||
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
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||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
1,489,201
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
1,489,201
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,489,201
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
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||
|
14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA,
OO
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CUSIP
No. 266898105
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1
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NAME
OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven
R. Becker
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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||
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3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
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||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
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6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
1,489,201
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
1,489,201
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,489,201
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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||
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CUSIP
No. 266898105
|
|||
|
1
|
NAME
OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew
A. Drapkin
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
1,489,201
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
1,489,201
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,489,201
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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||
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Item
2.
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Identity
and Background
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Item
2 is hereby amended and restated as follows:
(a)
This Statement is filed jointly on behalf of the following persons
(collectively, the “Reporting Persons”): SRB Management, L.P., a
Texas limited partnership (“SRB Management”); SRB Greenway Opportunity
Fund, (QP), L.P., a Texas limited partnership (“Greenway Opportunity QP”);
SRB Greenway Opportunity Fund, L.P., a Texas limited partnership
(“Greenway Opportunity, L.P.”); BC Advisors, LLC, a Texas limited
liability company (“BCA”); Steven R. Becker (“Mr. Becker”); and Matthew A.
Drapkin (“Mr. Drapkin”). The Reporting Persons are filing this
Statement jointly, and the agreement among the Reporting Persons to file
jointly is attached hereto as Exhibit 1 and incorporated herein by
reference (the “Joint Filing Agreement”).
Greenway
Opportunity QP and Greenway Opportunity, L.P. are collectively referred to
herein as the “Greenway Funds”. Mr. Becker and Mr. Drapkin are the
sole members of BCA, and BCA is the general partner of SRB
Management. Mr. Becker and Mr. Drapkin are also limited partners of
SRB Management. SRB Management is the general partner of, and
investment manager for, the Greenway Funds.
(b)
The business address of each Reporting Person is 300 Crescent Court, Suite
1111, Dallas, Texas 75201.
(c)
The present principal occupation of each of Mr. Becker and Mr. Drapkin is
serving as the co-managing member of BCA. The principal business of
BCA is serving as the general partner of SRB Management. The
principal business of SRB Management is serving as the general partner of,
and investment manager for, the Greenway Funds and other limited
partnerships. The principal business of each of the Greenway Funds
is acquiring and holding an interest in the Issuer and other
securities.
(d)
No Reporting Person has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
No Reporting Person has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such Reporting Person was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
(f)
Mr. Becker and Mr. Drapkin are citizens of the United States of America.
The place of organization of all other Reporting Persons is listed in
paragraph (a) of this Item 2.
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Item
4.
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Purpose
of Transaction
|
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Item
4 is amended and restated as follows:
The
Reporting Persons originally purchased Common Stock based on the Reporting
Persons’ belief that the shares of Common Stock, when purchased, were
undervalued and represented an attractive investment opportunity.
The Reporting Persons intend to review their investment in the Issuer on a
continuing basis and in connection therewith, intend to discuss with the
Issuer ways in which such undervaluation can be corrected. The
Reporting Persons may engage the Issuer in discussions regarding the
Issuer’s assets, business, capitalization, financial condition or
operations.
On
February 26, 2010, the Greenway Funds delivered to the Vice President of
Finance and Chief Financial Officer of the Issuer and to the Secretary of
the Issuer a letter dated February 26, 2010 (the “Nomination Letter”)
notifying the company of the Greenway Funds’ intention to nominate four
(4) persons for election to the Board of Directors of the Issuer (the
“Board”) at the 2010 Annual Meeting of stockholders of the
Issuer. In addition, the Nomination Letter contained a
stockholder demand for inspection of the stockholder list pursuant to
Section 14A:5-28 of the New Jersey Business Corporation Act. A
copy of the Nomination Letter is attached as Exhibit 2 hereto and
incorporated herein by reference. The foregoing description of
the Nomination Letter is qualified in its entirety by reference to Exhibit
2.
Subject
to applicable law and regulations, and depending upon certain factors,
including without limitation, general market and investment conditions,
the financial performance of the Issuer, and the availability of shares of
Common Stock at prices that would make the purchase or sale of shares of
Common Stock desirable, the Reporting Persons may increase or decrease
their position in the Issuer through, among other things, the purchase or
sale of shares of Common Stock on the open market or in private
transactions or otherwise, on such terms and at such times as the
Reporting Persons may deem advisable.
Based
on the above discussions with the Issuer and depending upon certain other
factors, including without limitation, general market and investment
conditions, the financial performance of the Issuer, and the availability
of shares of Common Stock at prices that would make the purchase or sale
of shares of Common Stock desirable, the Reporting Persons may in the
future take such actions with respect to their investment in the Issuer as
they deem appropriate including, without limitation, having discussions
with other stockholders and nominees to the Board, making proposals to the
Issuer concerning changes to the capitalization, ownership structure,
operations, or Certificate of Incorporation or Bylaws of the Issuer, or
changing their intention with respect to any and all matters referred to
in this Item 4.
No
Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) – (j) of Item
4 of Schedule 13D except as set forth herein or such as would occur upon
completion of any of the actions discussed herein.
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Item
5.
|
Interest
in Securities of the Issuer
|
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Subparagraphs
(a) through (d) of Item 5 are hereby amended and restated as
follows:
(a),
(b) As of the date hereof, the Reporting Persons own an aggregate of
1,156,035 shares of Common Stock and warrants exercisable for 333,166
additional shares of Common Stock. Based upon a total of
24,108,908 outstanding shares of Common Stock, as reported in the Issuer’s
quarterly report on Form 10-Q for the period ending September 31, 2009,
the Reporting Persons’ shares and warrants represent approximately 6.2% of
the outstanding shares of Common Stock.
Greenway
Opportunity QP owns 1,028,741 shares of Common Stock and
warrants exercisable for an additional 304,181 shares of Common Stock (the
“Greenway Opportunity QP Shares”), which together represent approximately
5.5% of the outstanding shares of Common Stock.
Greenway
Opportunity, L.P. owns 127,294 shares of Common Stock and
warrants exercisable for an additional 28,985 shares of Common Stock (the
“Greenway Opportunity, L.P. Shares”), which together represent
approximately 0.6% of the outstanding shares of Common Stock.
The
Greenway Opportunity QP Shares and Greenway Opportunity, L.P. Shares are
collectively referred to herein as the “Greenway Funds
Shares”.
Greenway
Opportunity QP has the power to vote or to direct the vote of (and the
power to dispose or direct the disposition of) the Greenway Opportunity QP
Shares. Greenway Opportunity QP disclaims beneficial ownership
of the Greenway Opportunity, L.P. Shares.
Greenway
Opportunity, L.P. has the power to vote or to direct the vote of (and the
power to dispose or direct the disposition of) the Greenway Opportunity,
L.P. Shares. Greenway Opportunity, L.P. disclaims beneficial
ownership of the Greenway Opportunity QP Shares.
As
general partner of the Greenway Funds, SRB Management may be deemed to
have the shared power to vote or direct the vote of (and the shared power
to dispose or direct the disposition of) the Greenway Funds
Shares. SRB Management does not own any shares of Common Stock
directly and disclaims beneficial ownership of the Greenway Funds
Shares.
As
general partner of SRB Management, BCA may be deemed to have the shared
power to vote or direct the vote of (and the shared power to dispose or
direct the disposition of) any shares of Common Stock beneficially owned
by SRB Management. BCA does not own any shares of Common Stock
directly and disclaims beneficial ownership of any shares of Common Stock
beneficially owned by SRB Management.
As
co-managing members of BCA, each of Mr. Becker and Mr. Drapkin may be
deemed to have the shared power to vote or direct the vote of (and the
shared power to dispose or direct the disposition of) any shares of Common
Stock beneficially owned by BCA. Neither Mr. Becker nor Mr.
Drapkin own any shares of Common Stock directly, and each disclaims
beneficial ownership of any shares of Common Stock beneficially owned by
BCA. Furthermore, Mr. Becker disclaims beneficial ownership of
any shares of Common Stock beneficially owned by Mr. Drapkin, and Mr.
Drapkin disclaims beneficial ownership of any shares of Common Stock
beneficially owned by Mr. Becker.
As
of the date hereof, no Reporting Person owns any shares of Common Stock
other than those set forth in this Item 5.
(c)
The trading dates, number of shares of Common Stock purchased or sold, and
the price per share of Common Stock for all transactions by the Reporting
Persons in shares of Common Stock within the last 60 days, all of which
were brokered transactions, are set forth below:
|
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Name
of Reporting Person
|
Date
|
Number
of Shares
Purchased/(Sold)
|
Average
Price per Share
|
|
Greenway
Opportunity QP
|
12/31/2009
|
(6,410)
|
1.5500
|
|
Greenway
Opportunity QP
|
2/8/2010
|
9,968
|
1.3500
|
|
Greenway
Opportunity QP
|
2/24/2010
|
18,957
|
1.3337
|
|
Greenway
Opportunity QP
|
2/24/2010
|
15,664
|
1.4000
|
|
Greenway
Opportunity QP
|
2/25/2010
|
7,565
|
1.3591
|
|
Greenway
Opportunity, L.P.
|
12/31/2009
|
(792)
|
1.5500
|
|
Greenway
Opportunity, L.P.
|
2/8/2010
|
1,232
|
1.3500
|
|
Greenway
Opportunity, L.P.
|
2/24/2010
|
2,343
|
1.3337
|
|
Greenway
Opportunity, L.P.
|
2/24/2010
|
1,936
|
1.4000
|
|
Greenway
Opportunity, L.P.
|
2/25/2010
|
935
|
1.3591
|
|
(d)
No person other than the Reporting Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock set forth above.
|
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect
to
Securities of the Issuer
|
|
Item
6 is hereby amended and restated as follows:
On
February 26, 2010, the Reporting Persons entered into the Joint Filing
Agreement pursuant to which, among other things, the Group agreed to the
joint filing on behalf of each of them of statements (including any
amendments) on Schedule 13D with respect to the securities of the
Issuer.
Except
for the matters described herein, no Reporting Person has any contract,
arrangement, understanding or relationship with any person with respect to
any securities of the Issuer.
|
|
|
Item
7.
|
Material
to Be Filed as Exhibits
|
|
Exhibit
1
|
Joint
Filing Agreement, dated February 26, 2010, by and among 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.
|
|
Exhibit
2
|
Nomination
Letter, dated February 26, 2010, from the Greenway Funds to the Secretary
of DUSA Pharmaceuticals, Inc.
|
|
Exhibit
3
|
Power
of Attorney dated January 26, 2010 signed by Matthew A.
Drapkin
|
|
Exhibit
4
|
Power
of Attorney dated January 26, 2010 signed by Steven R.
Becker
|
|
SRB
MANAGEMENT, L.P.
|
|||||
|
By:
|
BC
Advisors, LLC, its general partner
|
||||
|
By:
|
/s/ Richard J. Birns
|
||||
|
Name:
Richard J. Birns
|
|||||
|
Title:
Attorney-in-Fact
|
|||||
|
SRB
GREENWAY OPPORTUNITY FUND, (QP), L.P.
|
|||||
|
|
|||||
|
By:
|
SRB
Management, L.P., its general partner
|
||||
|
By:
|
BC
Advisors, LLC, its general partner
|
||||
|
By:
|
/s/ Richard J. Birns
|
||||
|
Name:
Richard J. Birns
|
|||||
|
Title:
Attorney-in-Fact
|
|||||
|
SRB
GREENWAY OPPORTUNITY FUND, L.P.
|
|||||
|
|
|||||
|
By:
|
SRB
Management, L.P., its general partner
|
||||
|
By:
|
BC
Advisors, LLC, its general partner
|
||||
|
By:
|
/s/ Richard J. Birns
|
||||
|
Name:
Richard J. Birns
|
|||||
|
Title:
Attorney-in-Fact
|
|||||
|
BC
ADVISORS, LLC
|
|||||
|
|
|||||
|
By:
|
/s/ Richard J. Birns
|
||||
|
Name:
Richard J. Birns
|
|||||
|
Title:
Attorney-in-Fact
|
|||||
|
STEVEN
R. BECKER
|
|||||
|
|
|||||
|
By:
|
/s/ Richard J. Birns
|
||||
|
Name:
Richard J. Birns
|
|||||
|
Title:
Attorney-in-Fact
|
|||||
|
MATTHEW
A. DRAPKIN
|
|||||
|
|
|||||
|
By:
|
/s/ Richard J. Birns
|
||||
|
Name:
Richard J. Birns
|
|||||
|
Title:
Attorney-in-Fact
|
|||||