SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-12
DUSA PHARMACEUTICALS, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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[DUSA PHARMACEUTICALS LOGO]
DUSA PHARMACEUTICALS, INC.
25 UPTON DRIVE
WILMINGTON, MASSACHUSETTS 01887
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 19, 2003
TO THE SHAREHOLDERS OF
DUSA PHARMACEUTICALS, INC.
YOU ARE HEREBY NOTIFIED that the Annual Meeting of Shareholders of DUSA
Pharmaceuticals, Inc. will be held on Thursday, June 19, 2003, at 11:00 a.m. at
the Company's offices located at 25 Upton Drive, Wilmington, Massachusetts to
consider and act upon the following matters:
(1) Election of five (5) directors;
(2) Ratification of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year 2003; and
(3) Transaction of any other business that may properly
come before the meeting or any adjournments thereof.
Only shareholders of record at the close of business on April 24, 2003 are
entitled to notice of, and to vote at the meeting, or any adjournment or
adjournments thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE FILL IN, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THE
PROMPT RETURN OF YOUR PROXY WILL ASSIST US IN PREPARING FOR THE ANNUAL MEETING.
THE PROXY DOES NOT REQUIRE ANY POSTAGE IF IT IS MAILED IN THE UNITED STATES OR
CANADA.
By Order of the Board of Directors,
/s/ Nanette W. Mantell
Nanette W. Mantell, Esq.
Secretary
Dated: April 28, 2003
DUSA PHARMACEUTICALS, INC.
PROXY STATEMENT
The accompanying proxy is solicited on behalf of the Board of Directors of
DUSA Pharmaceuticals, Inc. ("DUSA" or the "Company"). If properly signed and
returned, and not revoked, the proxy will be voted in accordance with the
instructions it contains. The persons named in the accompanying proxy will vote
the proxy for the Board of Directors' slate of directors and for the other
matters listed on the proxy as recommended by the Board of Directors unless
contrary instructions are given.
The Company, a New Jersey corporation, maintains principal executive
offices at 25 Upton Drive, Wilmington, Massachusetts. This proxy statement and
the accompanying form of proxy are being mailed to shareholders on or about
April 28, 2003. DUSA's Annual Report for 2002, including financial statements
for the year ended December 31, 2002, is being mailed to shareholders at the
same time.
SHAREHOLDERS ENTITLED TO VOTE.
Holders of record of shares of DUSA common stock at the close of business
on April 24, 2003 are entitled to notice of and to vote at the annual meeting
and at any and all adjournments or postponements of the meeting. On the record
date there were 13,910,831 shares of common stock without par value ("Common
Stock") outstanding and entitled to vote. These shares were the only shares
outstanding of the Company. Each share entitles its owner to one vote. The
holders of one-third of the shares that are outstanding and entitled to vote at
the annual meeting must be present, in person or represented by proxy, in order
to constitute a quorum for all matters to come before the meeting.
Other than the vote for the election of directors, which requires a
plurality of the votes cast, each matter to be submitted to the shareholders
requires the affirmative vote of a majority of the votes cast at the meeting.
For purposes of determining the number of votes cast with respect to a
particular matter, only those votes cast "FOR" or "AGAINST" are included.
Abstentions and broker non-votes are counted only for purposes of determining
whether a quorum is present at the meeting. A broker "non-vote" occurs when a
nominee holding shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary voting power with
respect to that item and has not received voting instructions from the
beneficial owner. The nominees may vote the shares only on matters deemed
routine, such as the election of directors and ratification of the selection of
the auditors. The Company's management currently owns less than one percent of
the Company's outstanding Common Stock.
HOW TO VOTE.
If you are a shareholder of record (that is a shareholder who holds shares
in his/her own name), you can vote by signing, dating and returning your proxy
card in the enclosed postage-paid envelope. If you sign and return your proxy
card but do not give voting instructions, the shares represented by that proxy
will be voted "FOR" Proposals 1 and 2 and will be voted in the proxy holder's
discretion as to other matters that may come before the annual meeting.
If your shares are held in the name of a bank, broker or other holder of
record (that is, "street name"), you will receive instructions from the holder
of record that you must follow in order for your shares to be voted.
CHANGING YOUR VOTE.
You may change your vote at any time before the proxy is exercised, by
executing and delivering a timely and valid later-dated proxy, by voting by
ballot at the annual meeting or by giving written notice to the Secretary of the
Company. Attendance at the meeting will not have the effect of revoking a proxy
unless you give proper written notice of revocation to the Secretary before the
proxy is exercised or you vote by written ballot at the annual meeting.
REDUCE DUPLICATE MAILINGS.
The Company is required to provide an Annual Report and proxy statement to
all shareholders. If you are a shareholder of record and have more than one
account in your name or at the same address as other shareholders of record, you
may authorize the Company to discontinue mailings of multiple proxy statements,
Annual Reports and other information statements. To do so, please mark the
designated box on each proxy card for which you wish to discontinue to receive
duplicate documents. Your consent to cease delivery of the Annual Report, proxy
statements and other information statements shall be effective for five (5)
years or until you revoke your consent. You may revoke your consent at any time
by contacting Ms. Shari Lovell, in writing, at the Company's office located at
555 Richmond Street West, Suite 300, Toronto, Ontario M5V 3B1 Canada, or by
calling 1-800-607-2530. Delivery of individual copies of the documents shall
resume within thirty (30) days of our receipt of your request.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
Five (5) directors will be elected to hold office until the next Annual
Meeting of Shareholders and/or until their successors have been duly elected and
qualified. The persons named on the accompanying proxy will vote all shares for
which they have received proxies FOR the election of the nominees named below
unless contrary instructions are given. In the event that any nominee should
become unavailable, shares will be voted for a substitute nominee unless the
number of directors constituting a full board is reduced. Directors are elected
by plurality vote.
NOMINEES
Set forth below is certain information about the nominees for election to
the DUSA Board of Directors. The name, age and current position with the Company
of each director is listed below, followed by summaries of their backgrounds and
principal occupations. All of the nominees were elected to the Board of
Directors at the last annual meeting and all are currently serving as directors
of the Company.
DATE
NAME AGE POSITION ELECTED
---- --- -------- -------
D. Geoffrey Shulman, MD, FRCPC........ 48 Chairman of the Board, President, Chief
Executive Officer, Chief Financial Officer
and Director 9/05/91
John H. Abeles, MD(1)................. 58 Director 8/02/94
David M. Bartash(1)(2)................ 60 Director 11/16/01
Jay M. Haft, Esq(1)(2)................ 67 Director 9/16/96
Richard C. Lufkin(1).................. 56 Director 1/27/92
----------------------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
D. Geoffrey Shulman, MD, FRCPC, is the Company's founder. Dr. Shulman, a
dermatologist, was the President and a director of Draxis Health Inc. from its
founding in October 1987 until May 1990, was Co-Chairman from October 1990 to
April 1993, and Chairman of the Board from April 1993 until March 1996. Dr.
Shulman also participates, on a limited basis, in a private dermatology
practice.
John H. Abeles, MD, is the President and founder of MedVest, Inc. which,
since 1980, has provided consulting services to health care and high technology
companies. He is also the Chief Executive Officer of UniMedica, Inc., a provider
of medical educational services and materials. Dr. Abeles is a member of the
Boards of Directors of I-Flow Corporation, Oryx Technology, Inc., Molecular
Diagnostics Inc. and Encore Medical Corporation.
David M. Bartash is the President and founder of Bartash and Company, a
consulting company which, since 1990, has been providing consulting services for
the healthcare industry, including research for the healthcare investment
community and support services for venture start-ups.
Jay M. Haft, Esq., is a strategic and financial consultant for growth-stage
companies. He was a senior corporate partner of the law firm of Parker, Duryee,
Rosoff & Haft from 1989 to 1994 and was of counsel to Parker, Duryee, Rosoff &
Haft and Reed Smith LLP until 2002. Mr. Haft is a member of the Boards of
Directors of Robotic Vision Systems, Inc., DCAP Group Inc., Oryx Technology
Corporation and Encore Medical Corporation.
Richard C. Lufkin is a co-founder, Director, and Chief Financial Officer of
Linguagen Corp., a development-stage, privately-held, biotechnology firm. He is
also the principal of Enterprise Development Associates, a proprietorship formed
in 1985 which provides consulting and venture support services to early stage
technology-based companies. Mr. Lufkin also serves as an officer and director of
a privately held medical device contract R&D firm, Synectiq Corporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE.
2
DIRECTOR COMPENSATION
Directors who are employees of the Company receive no cash compensation for
their services as directors or as members of committees. Outside directors
receive $25,000 per year, as annual compensation, regardless of the number of
Board or committee meetings they attend. Directors serving on the Audit
Committee receive an additional $5,000 per year. Also, directors are paid
out-of-pocket expenses related to their attendance. Directors are awarded
options to purchase 15,000 shares of common stock on June 30th of their first
year of service as a member of the Board of Directors, and options for 10,000
shares of common stock on June 30th of each year following their reelection.
MEETINGS AND COMMITTEES OF THE BOARD
During the year ended December 31, 2002, there were nine meetings of the
Board of Directors. Each incumbent director attended at least 75% of the
meetings of the Board and its committees. The Board has established an Audit
Committee, Nominating and Corporate Governance Committee, a Compensation
Committee and a Committee of the Independent Directors. Mr. Haft, who has been
designated as Lead Director, will preside at meetings of the Committee of the
Independent Directors.
The Audit Committee currently consists of all of the outside directors:
Messrs. Haft, Lufkin, Bartash and Dr. Abeles. The Audit Committee provides
oversight of the Company's accounting functions and acts as liaison between the
Board of Directors and the outside independent auditors. The Committee reviews
with the independent auditors the unaudited quarterly financial statements, the
planning and scope of the audits of the financial statements, the results of
those audits and the adequacy of internal accounting controls, and monitors
other corporate and financial policies. In performing these functions, the Audit
Committee meets periodically with the independent auditors (including in private
sessions), and with management. In addition, the Audit Committee selects the
independent auditors for appointment by the Board of Directors. The Audit
Committee met four times during 2002.
The Nominating and Corporate Governance Committee, which was formerly known
as the Nominating Committee, currently consists of the entire Board acting as a
Committee of the Whole. The Nominating and Corporate Governance Committee's
purpose is to identify and evaluate the qualifications of individuals to become
members of the Board of Directors, to select the director nominees, to develop
and recommend corporate governance principles to the Board and to provide
oversight and guidance to the Board to assure compliance with its corporate
governance policies and principles. There were no meetings of this Committee in
2002. Shareholders who wish to suggest qualified candidates to the Nominating
and Corporate Governance Committee for director should write to: Administrator,
Nominating and Corporate Governance Committee, DUSA Pharmaceuticals, Inc., 25
Upton Drive, Wilmington, Massachusetts 01887 stating, in detail, the
qualifications of such persons for consideration by the Nominating and Corporate
Governance Committee.
The Compensation Committee currently consists of Mr. Haft and Mr. Bartash.
The Compensation Committee considers executive compensation of the Company's key
officers and compensation of directors. The Committee also considers employee
benefits which may be appropriate as the Company grows, and develops policies
and procedures. The Compensation Committee normally meets annually. It met once
in March 2002 to establish compensation for 2002 and to award bonuses for 2001
and once in February 2003 to establish compensation for 2003 and to award
bonuses for 2002.
PROPOSAL NO. 2 - RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has appointed Deloitte & Touche LLP as the
independent auditors for the Company for the fiscal year 2003. Shareholder
ratification of the appointment is not required under the laws of the State of
New Jersey, but the Board has decided to ascertain the position of the
shareholders on the appointment. The Board of Directors will reconsider the
appointment if it is not ratified. A majority of the votes cast, in person or by
proxy, at the annual meeting is required for ratification. A representative of
Deloitte & Touche LLP will be present at the meeting to answer questions from
shareholders and will have the opportunity to make a statement on behalf of the
firm, if he or she so desires.
AUDIT FEES
The aggregate fees billed by Deloitte & Touche LLP for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal year ended December 31, 2002, and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-Q during the
fiscal year were $113,696.
3
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
There were no fees billed by Deloitte & Touche LLP for professional
services rendered for information technology services relating to financial
information systems design and implementation for the fiscal year ended December
31, 2002.
ALL OTHER FEES
The aggregate fees billed by Deloitte & Touche LLP for services rendered to
the Company, other than for the services described above under "Audit Fees" and
"Financial Information Systems Design and Implementation Fees" for the fiscal
year ended December 31, 2002, were $14,000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
BOARD AUDIT COMMITTEE REPORT(1)
The Audit Committee assists the Board of Directors by providing oversight
of the Company's financial reporting process and the independent auditors.
Management is responsible for preparing the Company's financial statements and
the Company's independent auditors are responsible for auditing those financial
statements. The Audit Committee is responsible for overseeing the conduct of
these activities by the Company's management and the independent auditors. A
brief description of the responsibilities of the Committee is set forth above
under the caption "Meetings and Committees of the Board."
During 2002, the Audit Committee was composed of four non-employee
directors: Dr. Abeles and Messrs. Haft, Lufkin and Bartash. Each Committee
member is independent as defined by NASD listing standards and applicable
Federal securities law and regulation. In addition, the Board of Directors has
designated Mr. Lufkin as the audit committee financial expert. The Audit
Committee operates under a written charter adopted and approved by the Board of
Directors. A copy of the current Audit Committee Charter, which was amended on
February 14, 2003, is attached to this proxy statement as Appendix A.
The Committee has reviewed and discussed the audited consolidated financial
statements for the fiscal year ended December 31, 2002 with management. The
Committee also discussed with Deloitte & Touche LLP, the independent auditors,
the matters required to be discussed by Statement on Auditing Standards No. 61,
"Communication with Audit Committees." In addition, the Committee received from
Deloitte & Touche the written disclosures and the letter required by
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees," and the Committee discussed with the independent auditors
their independence from the Company and its management. Additionally, the
Committee considered whether their provision of services to the Company beyond
those rendered in connection with their audit and review of the Company's
consolidated financial statements was compatible with maintaining their
independence and the fees and costs billed and to be billed for those services
as shown on pages 3 and 4 of this proxy statement.
Based on its review, and the discussions with the Company's management and
its independent auditors, the Committee recommended to the Board of Directors
that the Company's audited consolidated financial statements for the fiscal year
ended December 31, 2002 be included in the Company's Annual Report on Form 10-K.
The Committee has also recommended the selection of the Company's independent
auditors, and, the Board has selected, Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ended December 31, 2003.
John H. Abeles, MD
David M. Bartash
Jay M. Haft, Esq.
Richard C. Lufkin
------------------------------------
(1) The material in the Audit Committee Report, Compensation Committee
Report, and under the caption "Performance Graph" are not "soliciting
material," are not deemed filed with the SEC and are not to be
incorporated by reference in any filing of the Company under the
Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, whether made before or after the date of this report
and irrespective of any general incorporation language therein.
4
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION(1)
The Compensation Committee of the Board of Directors (the "Committee") is
composed of two (2) non-employee directors. The Committee is responsible for
setting and administering the policies which govern annual executive salaries
and cash bonus awards, and recommends participants and amounts of stock option
awards to the Company's Board of Directors. The Committee evaluates, on a yearly
basis, the performance, and determines the compensation of, the executive
officers of DUSA. The Committee evaluates compensation based upon the
achievement by the individual of corporate goals, and the performance of
individual responsibilities. DUSA's President and Chief Executive Officer, Dr.
D. Geoffrey Shulman, is not a member of the Committee, however, the Committee
seeks input from Dr. Shulman regarding the performance of DUSA's Vice
Presidents, as well as his recommendations for their compensation. Dr. Shulman
is present, at the invitation of the Committee, at its meetings.
DUSA's executive compensation programs consist of base salary, cash bonus
incentives, stock option and stock grant awards. The goals of the Company's
executive officer compensation policies are to attract, retain, and reward
executive officers who contribute to DUSA's success, to align executive officer
compensation with DUSA's performance and to motivate executive officers to
achieve the Company's business objectives. The executive officers were evaluated
by the Committee against established goals for 2002, including corporate goals,
the Company's stock performance and individual goals within each executive
officer's area of responsibility.
With regard to base salary, the Committee believes that DUSA's officers
should be compensated at levels comparable to the base salary of executive
officers at similar small public biotechnology or pharmaceutical companies.
During 2000, the Committee received survey data reporting the salaries for
executives of companies in these groups which was prepared by independent
consultants.
Generally, DUSA's Vice Presidents are eligible to receive up to 30% of
their base salary as a cash bonus award. The Committee concluded that DUSA's
operational performance, particularly the transition of all regulatory, customer
relations, sales and marketing functions previously handled by the Company's
former dermatology marketing partner, justified favorable consideration of
performance with regard to bonus awards. However, in establishing the bonus
award amounts, the Committee recognized that certain Company revenue goals for
2002 were not achieved. Accordingly, DUSA's Vice Presidents received cash bonus
awards ranging from approximately 7% to 13% of their base salaries. These cash
awards were paid in 2003.
The Committee also is using the 2000 survey data from independent
consultants to monitor and evaluate the long-term incentive compensation levels
of its officers and directors. The Committee believes that a strong stock
ownership program is essential to the long-term growth of the Company. In 2003,
the Committee granted to DUSA's key executive officers awards of stock options
to emphasize the long-term focus required for success in the pharmaceutical
industry.
COMPENSATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
The Compensation Committee exercised its subjective judgment and discretion
in determining the amounts of Dr. Shulman's base salary, bonus award, and stock
option awards for 2002. Dr. Shulman's base salary and cash bonus award for 2002
were determined with reference to the same measures used for all DUSA's
executive officers, but with particular emphasis on the maintenance of our
financial strength and the transition from a development-stage company to an
operating company. Dr. Shulman's base salary for 2002 was $340,000. With regard
to a cash bonus award, Dr. Shulman is eligible to receive up to 50% of base
salary plus additional amounts for outstanding performance. For 2002, Dr.
Shulman's bonus award was approximately 25% of his base salary. The after-tax
portion of the bonus was paid entirely in restricted stock. Dr. Shulman's bonus
award was paid to him in 2003. For 2003, Dr. Shulman proposed that his base
salary remain unchanged from that of 2001 and 2002, which proposal was accepted
by the Compensation Committee.
Jay M. Haft, Esq.
David M. Bartash
5
PERFORMANCE GRAPH(1)
COMPARISON OF FIVE YEAR CUMULATIVE SHAREHOLDER TOTAL RETURN
AMONG DUSA PHARMACEUTICALS, INC.,
NASDAQ MARKET INDEX AND MG GROUP INDEX
[PERFORMANCE GRAPH]
01/01/1998 01/01/1998 12/31/1999 12/31/2000 12/31/2001 12/31/2002
DUSA Pharmaceuticals, Inc. 100.00 64.13 247.83 146.20 70.00 14.18
Drug Manufacturers/Other 100.00 104.88 138.02 223.72 199.11 141.46
NASDAQ Market Index 100.00 141.04 248.76 156.35 124.64 86.94
The graph above compares cumulative total shareholder return on our common
stock for the five-year period ended December 31, 2002, with the cumulative
total return on the Nasdaq Market Index and the Media General Drug Manufacturer
Index over the same period. The identity of those corporations included in the
Media General Financial Services Drug Manufacturer Index may be obtained by
contacting Ms. Shari Lovell, Director of Shareholder Services, DUSA
Pharmaceuticals, Inc., 555 Richmond Street West, Suite 300, Toronto, Ontario M5V
3B1 Canada.
The graph assumes $100 was invested in DUSA's common stock on January 1,
1998, and in each of the indices, and that dividends were reinvested. The
comparisons in the graph are required by the Securities and Exchange Commission
and are not intended to forecast or be indicative of possible future performance
of DUSA's common stock.
6
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The name, age and position with the Company of each executive officer who
is not a director of the Company is listed below, followed by summaries of their
backgrounds and principal occupations. Executive officers are elected annually,
and serve at the discretion of the Board of Directors.
DATE
NAME AGE TITLE ELECTED
---- --- ----- -------
Mark C. Carota............................ 47 Vice President, Operations 2/18/00
Scott L. Lundahl.......................... 44 Vice President, Technology and Device
Development 6/23/99
Stuart L. Marcus, MD, Ph.D. .............. 56 Vice President, Scientific Affairs;
Chief Medical Officer 10/11/93
Paul A. Sowyrda........................... 41 Vice President, Marketing and Sales 8/01/00
Mark C. Carota has been employed by the Company since October 1999. Prior
to joining the Company, Mr. Carota was Director of Operations from November 1998
to October 1999 for Lavelle, Inc., a privately held manufacturer of orthopedic
instrumentation. From July 1998 to November 1998, Mr. Carota was employed as
Director of Quality Assurance by CGI Inc. Prior to joining CGI Inc., Mr. Carota
was employed by Allergan Inc., from February 1997 to July 1998 where he had
responsibility for quality assurance, engineering and facilities.
Scott L. Lundahl has been employed by the Company since May 1998. In 1994,
Mr. Lundahl co-founded and became Vice President of Lumenetics, Inc., a
privately-owned medical device development company, which, prior to May 1998,
provided the Company with consulting services in the light device technology
area.
Stuart L. Marcus, MD, Ph.D. has been employed by the Company since October
1993. Prior to joining the Company, he was Director of the Hematology/Oncology
Department of Daiichi Pharmaceuticals Inc., and prior thereto he held positions
in the Medical Research Division of the American Cyanamid Company, directing
photodynamic therapy clinical development, among other assignments.
Paul A. Sowyrda, has been employed by the Company since April 2000. From
April 1998 to April 2000, Mr. Sowyrda was employed by Aurora Tech, a Division of
Carlo Gavazzi, where at the time of his departure he was serving as President
and Chief Executive Officer. From October 1997 to February 1998, Mr. Sowyrda was
Vice President, Operations of UroMed Corp, Urovation Division.
7
EXECUTIVE COMPENSATION
The following table shows, for the fiscal years ended December 31, 2002,
2001 and 2000, certain compensation paid by DUSA to its executive officers. All
amounts are stated in United States dollars unless otherwise indicated.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
---------------------------------------------
ACTUAL COMPENSATION AWARDS PAYOUTS
------------------------------------ -------------------- ----------------------
RESTRICTED
OTHER ANNUAL STOCK LTIP ALL OTHER
SALARY BONUS COMPENSATION(1) AWARD(S) OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
--------------------------- ---- ------- ------- ---------------- ---------- ------- ------- ------------
D. Geoffrey Shulman, MD, 2002 340,000 64,600 -- -- 60,000 -- --
FRCPC, Chairman of the 2001 340,000 84,460 -- -- 25,000 -- --
Board, President, Chief 2000 340,000 144,500 -- -- 195,000 -- --
Executive Officer and Chief
Financial Officer
Mark C. Carota, 2002 157,000 20,300 -- -- 17,500 -- --
Vice President, Operations 2001 150,731 26,860 -- -- 7,500 -- --
2000 137,154 37,800 -- -- 10,000 -- --
Scott Lundahl, 2002 168,000 21,700 -- -- 17,500 -- --
Vice President, 2001 134,462 27,060 -- -- 7,500 -- --
Technology and Device 2000 160,000 21,700 -- -- 15,000 -- --
Development
Stuart L. Marcus, MD, Ph.D., 2002 247,520 17,100 -- -- 12,500 -- --
Vice President, 2001 246,055 34,910 -- -- 7,500 -- --
Scientific Affairs and 2000 238,000 60,700 -- -- 25,000 -- --
Chief Medical Officer
Paul A. Sowyrda, 2002 164,800 21,300 -- -- 17,500 -- --
Vice President, 2001 154,350 26,550 -- -- 7,500 -- --
Marketing and Sales(2) 2000 100,231 37,800 -- -- 30,000 -- --
----------------------------
NOTES:
(1) No officer had perquisites in excess of $50,000 or 10% of salary and bonus
reported for 2002, 2001 or 2000.
(2) Mr. Sowyrda joined DUSA on April 11, 2000.
8
OPTION GRANTS IN 2002
The following grants of stock options were made to the named executive
officers during fiscal year 2002.
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------------- VALUE OF ASSUMED
NUMBER OF PERCENT OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS/SARS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OF FOR OPTION TERM(2)
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION -----------------------
NAME GRANTED(1) FISCAL YEAR ($/SHARE) DATE 5% 10%
---- ------------ ---------------- ----------- ---------- ---------- ----------
Dr. D. Geoffrey Shulman 50,000 22.7% $ 3.87 4/26/12 $ 121,700 $ 308,500
10,000 4.5% $ 2.90 6/30/12 $ 18,200 $ 46,200
Mr. Mark C. Carota 17,500 8.0% $ 3.87 4/26/12 $ 42,600 $ 108,000
Mr. Scott Lundahl 17,500 8.0% $ 3.87 4/26/12 $ 42,600 $ 108,000
Dr. Stuart L. Marcus 12,500 5.7% $ 3.87 4/26/12 $ 30,400 $ 77,100
Mr. Paul A. Sowyrda 17,500 8.0% $ 3.87 4/26/12 $ 42,600 $ 108,000
----------------------------
NOTES:
(1) All options in this table have been granted pursuant to the 1996 Omnibus
Plan, as amended. The options have exercise prices equal to the fair market
value on the date of the grant.
(2) The potential realizable value is calculated based on the fair market value
of DUSA's common stock on the date of the grant. These amounts only
represent certain assumed rates of appreciation established by the SEC.
There can be no assurance that the amounts reflected in this table or the
associated rates of appreciation will be achieved.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2002 with
respect to shares of DUSA's common stock that may be issued under the Company's
outstanding options, warrants and other rights.
(C)
-------------------------
(A) (B) NUMBER OF SECURITIES
----------------------- -------------------- REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER
BE ISSUED UPON EXERCISE EXERCISE PRICE OF EQUITY COMPENSATION PLANS
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS OR RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
------------- ----------------------- -------------------- -------------------------
Equity compensation plans approved by
security holders 2,103,075 13.538 783,731(1)
Equity compensation plans not approved
by security holders 450,000(2) $ 6.939 -0-
--------- ------- -------
Total 2,553,075 $12.375 783,731(1)
========= ======= =======
----------------------------
NOTES:
(1) The 1996 Omnibus Plan, as amended, provides that the maximum number of
shares with respect to which awards may be granted shall not exceed 20% of
the Company's common stock outstanding or a maximum of 2,753,328 shares.
(2) This number includes shares that may be issued upon the exercise of the
following: (i) A Class B warrant granted to Dr. Shulman, our President, CEO
and CFO, for the issuance of 300,000 shares of common stock. The exercise
price of the warrant is $6.00 per share. This warrant is exercisable and has
an expiration date of January 29, 2007; (ii) Options to purchase a total of
85,000 shares of common stock with an exercise price of $10.875 per share.
This option was granted to PARTEQ Research and Development Innovations, the
licensor of certain patents underlying our Levulan(R) PDT/PD systems, on
October 21, 1997. PARTEQ has subsequently assigned the right to acquire
26,911 shares under this option to certain individuals. These options have
ten (10) year terms and vested at the rate of 25% per year beginning on the
first anniversary of the date of the original grant; (iii) Options to
purchase 15,000 shares of common stock issued to Therapeutics, Inc., a
consultant to the Company, which were granted on March 13, 1997. The options
have an exercise price of $6.125 per share, ten (10) year terms and vested
20% per year. The options have been subsequently assigned by Therapeutics,
Inc. to its principal; and (iv) Options to purchase 50,000 shares of common
stock with an exercise price of $6.125 per share. The options were granted
to Lumenetics, Inc., DUSA's former light device consultant, on March 13,
1997. They have been subsequently assigned by Lumenetics, Inc. to its
principals. These options have ten (10) year terms and vested at the rate of
25% per year beginning on the date of the original grant.
9
AGGREGATED STOCK OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END STOCK OPTION VALUES
The following table provides certain information as to certain stock
options exercisable by the named executive officers for the fiscal year 2002,
and the value of such options held by them at December 31, 2002, measured in
terms of the closing price of the Company's common stock on The Nasdaq Stock
Market on December 31, 2002 which was $1.63 per share.
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, 2002 DECEMBER 31, 2002
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- --------------- ------------ ----------------- -----------------
Dr. D. Geoffrey Shulman -- -- 575,000/ $0.00/
195,000 $0.00
Mr. Mark C. Carota -- -- 21,875/ $0.00/
33,125 $0.00
Mr. Scott L. Lundahl -- -- 94,375/ $0.00/
35,625 $0.00
Dr. Stuart L. Marcus -- -- 149,375/ $0.00/
55,625 $0.00
Mr. Paul A. Sowyrda -- -- 16,875/ $0.00/
38,125 $0.00
401(k) PROFIT SHARING PLAN
The Company adopted a tax-qualified employee savings and retirement 401(k)
Profit Sharing Plan (the "401(k) Plan"), effective January 1, 1996, covering all
qualified employees. Participants may elect a salary reduction of at least 1% as
a contribution to the 401(k) Plan, up to the statutorily prescribed annual limit
for tax-deferred contributions ($11,000 in 2002). Modification of salary
reductions can be made monthly (for 2002). Until recently, the Company did not
match any portion of a participant's contributions. Effective February 1, 2003,
the Company matches a participant's contribution up to 1.25% of a participant's
salary (the "Company Match"), subject to certain limitations of the 401(k) Plan.
Participants vest in the Company Match at a rate of 25% for each year of service
to the Company (based on the anniversary of their date of hire). Existing
employees will receive credit for past service to the Company.
OTHER COMPENSATION
The Company has employment agreements with each of the executive officers
named in the Summary Compensation Table of this proxy statement. Pursuant to
these agreements, the executive officers are entitled to receive compensation as
determined by the Board of Directors and are eligible to receive the benefits
generally made available to employees of the Company. DUSA may terminate any
employment agreement at any time, with or without cause on sixty (60) days prior
written notice. If an executive officer's employment is terminated without
cause, DUSA has agreed to pay a severance allowance equivalent to one year of
the executive officer's then-current base salary payable in a lump sum, within
sixty (60) days following the date of termination. In addition to the foregoing,
Dr. Shulman's employment agreement also provides that he shall have the right to
exercise, for a period of one year from the date of termination, all stock
options granted to him prior to his termination as to all or any part of the
shares covered by such options, including shares with respect to which such
options would not otherwise be exercisable, subject to restrictions under U.S.
or Canadian law.
In the event an executive officer should die while employed by DUSA, his
heirs or beneficiaries will be entitled to any Company paid death benefits in
force at the time of such death and will also be entitled to exercise any vested
but unexercised stock options which were held by him at the time of his death,
within a period of one (1) year from the date of death.
The employment agreements also provide for certain severance benefits
following a change in control of the Company and termination of employment. Upon
any "change of control," as defined in the agreements, DUSA shall pay to the
executive officer a lump sum payment equal to three (3) times his base salary
for the last fiscal year within five (5) days after such termination.
10
Under the Company's 1996 Omnibus Plan, as amended, any and all outstanding
options not fully vested shall automatically vest in full and shall be
immediately exercisable upon a "change of control," as defined in the grant
agreements. The date on which such accelerated vesting and immediate
exercisability shall occur, shall be the date of the occurrence of the change of
control.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of DUSA's common stock as of April 1, 2003 by: (i) each of
our directors; (ii) our named executive officers; (iii) all beneficial owners of
greater than 5% of our outstanding common stock; and (iv) all of our directors
and executive officers as a group.
NUMBER OF
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
NAME OWNED(1) SHARES(2)
---- ------------------ ------------------
John H. Abeles, MD........................................ 77,000(3) *
David M. Bartash.......................................... 40,500(4) *
Mark C. Carota............................................ 30,690(5) *
Jay M. Haft, Esq. ........................................ 80,750(6) *
Richard C. Lufkin......................................... 84,600(7) *
Scott L. Lundahl.......................................... 114,375(8) *
Stuart L. Marcus, MD, Ph.D................................ 185,625(9) 1.3%
D. Geoffrey Shulman, MD, FRCPC............................ 1,008,918(10) 6.8%
Paul A. Sowyrda........................................... 28,125(11) *
All directors and executive officers as a group
(consisting of 9 persons)............................... 1,650,583(12) 10.7%
Dimensional Fund Advisors, Inc............................ 733,400(13) 5.3%
Royce & Associates, Inc................................... 1,480,500(14) 10.7%
Mr. Jeffrey Casdin and his affiliated entities............ 1,532,700(15) 11.0%
Investors Group Inc. and its affiliated entities.......... 1,152,300(16) 8.3%
----------------------------
* Less than 1%.
11
NOTES:
(1) Unless indicated otherwise, the individuals and entities listed herein
have the sole power to both vote and dispose of all securities which they
beneficially own.
(2) The percentage of ownership as calculated above includes in the number of
shares outstanding for each individual listed those shares that are
beneficially, yet not directly, owned.
(3) 62,500 of the shares indicated represent shares with respect to which Dr.
Abeles has the right to acquire through the exercise of options.
(4) 25,000 of the shares indicated represent shares with respect to which Mr.
Bartash has the right to acquire through the exercise of options.
(5) 30,625 of the shares indicated represent shares with respect to which Mr.
Carota has the right to acquire through the exercise of options. Under
Rule 13d-3 of the Securities and Exchange Act of 1934, as amended, Mr.
Carota disclaims, but may be deemed to be the beneficial owner of, 15
shares of DUSA common stock that are held by his adult son and 50 shares
held by his daughter, both of whom are members of Mr. Carota's household.
(6) 56,250 of the shares indicated represent shares with respect to which Mr.
Haft has the right to acquire through the exercise of options.
(7) 82,500 of the shares indicated represent shares with respect to which Mr.
Lufkin has the right to acquire through the exercise of options.
(8) 109,375 of the shares indicated represent shares with respect to which Mr.
Lundahl has the right to acquire through the exercise of options.
(9) All of the shares indicated represent shares with respect to which Dr.
Marcus has the right to acquire through the exercise of options.
(10) 300,000 of the shares indicated represent shares with respect to which Dr.
Shulman has the right to acquire through the exercise of his Class B
Warrants which have an exercise price of CDN $6.79 per Warrant, and
661,250 of such shares represent shares with respect to which Dr. Shulman
has the right to acquire through the exercise of options. Dr. Shulman's
address is 555 Richmond Street West, Suite 300, Toronto, Ontario M5V 3B1
Canada.
(11) All of the shares indicated represent shares with respect to which Mr.
Sowyrda has the right to acquire through the exercise of options.
(12) All of the shares indicated, Class B Warrants and options, as the case may
be, as discussed in footnotes (3) through (11) above are included, as well
as 1,618,750 shares which may be acquired through the exercise of options.
(13) The number of shares beneficially owned is based upon information
disclosed by Dimensional Fund Advisors Inc. on a Schedule 13G/A filed with
the Securities and Exchange Commission on February 7, 2003. Dimensional
Fund Advisors Inc.'s address is 1299 Ocean Avenue, 11th Floor, Santa
Monica, CA 90401.
(14) The number of shares beneficially owned is based upon information
disclosed by Royce & Associates, Inc. on a Schedule 13G/A filed with the
Securities and Exchange Commission on February 4, 2003. Royce &
Associates, Inc.'s address is 1414 Avenue of the Americas, New York, New
York 10019.
(15) The number of shares beneficially owned is based upon information
disclosed by Jeffrey Casdin and his affiliated entities on a Schedule
13G/A filed with the Securities and Exchange Commission on February 14,
2003. The number of shares beneficially owned includes 564,000 shares held
by CLSP, L.P., 389,000 shares held by CLSP II, L.P., 208,800 shares held
by CLSP/SBS I, L.P. and 71,900 shares held by CLSP/SBS II, L.P. Cooper
Hill Partners, LLC is the sole general partner of each entity and has the
power to vote and dispose of the securities owned by each entity. Jeffrey
Casdin is the managing member of Cooper Hill Partners, LLC. In addition,
299,000 shares held by CLSP Overseas, Ltd. which Cooper Hill Partners,
L.P. has the power to vote and dispose of, may be deemed to be
beneficially owned by Mr. Casdin. Mr. Casdin is the managing member of
Casdin Capital, LLC, the general partner of Cooper Hill Partners, L.P. Mr.
Casdin's address is 230 Park Avenue, New York, New York 10169.
(16) The number of shares beneficially owned is based upon information
disclosed by Investors Group Inc. and its affiliated entities on a
Schedule 13G/A filed with the Securities and Exchange Commission on
February 24, 2003. The number of shares listed includes 582,700 shares
beneficially owned by Investors Canadian Small Cap Fund, 569,600 shares
beneficially owned by Investors Canadian Small Cap Growth Fund (formerly
Investors Canadian Small Cap Fund II), 1,152300 beneficially owned by I.G.
Investment Management, Ltd., 1,152,300 shares beneficially owned by
Investors Group Trust Co. Ltd., 1,152,300 shares beneficially owned by
Investors Group Inc. and 1,152,300 shares beneficially owned by Investors
Group Trustco Inc. Investors Canadian Small Cap Fund, Investors Canadian
Small Cap Growth Fund (formerly Investors Canadian Small Cap Fund II),
I.G. Investment Management, Ltd., Investors Group Trust Co. Ltd.,
Investors Group Inc. and Investors Group Trustco Inc. have shared voting
and investment power with respect to all shares beneficially owned.
Investors Group Inc.'s address is One Canada Centre, 447 Portage Avenue,
Winnipeg, Manitoba R3C 3B6 Canada.
12
SHAREHOLDER PROPOSALS
In order to be included in the Board of Directors' proxy statement and
proxy card for the 2004 Annual Meeting of Shareholders, a shareholder proposal
must be received by the Company on or before December 30, 2003. Proposals should
be directed to the attention of Ms. Shari Lovell at the Company's offices
located at 555 Richmond Street West, Suite 300, Toronto, Ontario M5V 3B1 Canada,
or to the attention of the Secretary, Nanette W. Mantell, Esq., c/o Reed Smith
LLP, Princeton Forrestal Village, 136 Main Street - Suite 250, Princeton, New
Jersey 08543.
In addition, if a shareholder wishes to present a proposal at the Company's
2004 Annual Meeting which is not intended to be included in the Company's proxy
statement for that meeting, the Company must receive written notice of the
shareholder proposal by March 14, 2004. If DUSA does not receive timely notice
of such a shareholder proposal, the Company will retain its discretionary
authority to vote proxies on such proposals even if it is not specifically
reflected on the proxy card, and shareholders have not had an opportunity to
vote on the proposal by proxy.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Under the securities laws of the United States, the Company's directors,
officers and any person holding more than ten percent (10%) of our common stock
are required to report their ownership of our common stock and any changes in
that ownership to the Securities and Exchange Commission on Forms 3, 4 and 5.
Based on our review of the copies of such forms we have received, DUSA believes
that all of our officers and directors complied with all filing requirements
applicable to them with respect to transactions during fiscal 2002. Other than
Royce & Associates, Inc. and Jeffrey Casdin and his affiliated entities, the
Company is not aware of any person that holds greater than 10% beneficial
ownership. In making these statements, we have relied on the written
representations of our directors, officers and our shareholders that hold
greater than 10% of our outstanding common stock and copies of the reports that
they have filed with the SEC.
OTHER MATTERS
Management knows of no matters other than those described above that are to
be brought before the meeting. However, if any other matter properly comes
before the meeting, the persons named in the enclosed proxy will vote the proxy
in accordance with their best judgment on the matter.
The cost of preparing and mailing the enclosed material will be borne by
the Company. The Company may use the services of its officers and employees (who
will receive no additional compensation) to solicit proxies. The Company intends
to request that banks and brokers holding shares of DUSA Pharmaceuticals, Inc.
common stock forward copies of the proxy materials to those persons for whom
they hold shares and to request authority for the execution of proxies. The
Company will reimburse banks and brokers for their out-of-pocket expenses. The
Company has retained its transfer agent, American Stock Transfer & Trust
Company, to aid in the solicitation, at an estimated cost of under $10,000.
Certain information contained in this proxy statement relating to the
occupations and security holdings of our directors and officers is based upon
information received from the individual directors and officers.
13
APPENDIX A
AMENDED CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF
DUSA PHARMACEUTICALS, INC.
ARTICLE I.
PURPOSE
The purpose of the Audit Committee of the Board of Directors (the
"Committee") of DUSA Pharmaceuticals, Inc. ("DUSA") is to oversee the accounting
and financial reporting processes and audits of the financial statements and to
act as a liaison between the Board of Directors (the "Board") and the outside
independent auditors.
ARTICLE II.
RESPONSIBILITIES
The Committee's function shall be one of oversight and review. It is not
expected to control DUSA's accounting practices or to define the standards to be
used in the preparation of DUSA's financial statements. The Committee shall be
responsible for the following:
1. Selecting and replacing the independent auditor (subject, if
applicable, to shareholder ratification). The Committee shall be directly
responsible for the compensation and oversight of the work of the
independent auditor (including resolution of disagreements between
management and the independent auditor regarding financial reporting) for
the purpose of preparing or issuing an audit report or related work. The
independent auditor shall report directly to the Committee, unless National
Association of Securities Dealers ("NASD") or the Securities and Exchange
Commission (the "Commission") requirements dictate otherwise.
2. Reviewing with the outside auditors, the internal auditors, if
any, and management the unaudited quarterly financial statements, the
planning and scope of the audits of the financial statements, and the
results of those audits.
3. Reviewing with the outside auditors, the internal auditors, if
any, and management the adequacy of internal accounting controls.
4. Reviewing and discussing quarterly reports from the independent
auditors on:
(a) All critical accounting policies and practices to be used;
(b) All alternative treatments of financial information within
generally accepted accounting principles that have been discussed with
management, ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the independent auditor; and
(c) Other material written communications between the independent
auditor and management, such as any management letter or schedule of
unadjusted differences.
5. Obtaining from the outside auditors a formal written statement,
consistent with Independence Standards Board Standard 1, delineating all
relationships between DUSA and the auditors, engaging in a dialogue with
the outside auditors regarding any disclosed relationships, and taking, or
recommending that the Board take, appropriate action to oversee the
independence of the outside auditors.
6. Reviewing and reassessing the adequacy of this Charter on an
annual basis and proposing appropriate amendments to the Board for its
consideration.
7. Monitoring other corporate and financial policies as requested by
the Board.
8. Investigating any matter brought to its attention, with the power
and authority to retain and compensate counsel and/or other experts for
this purpose.
9. Preapproving all auditing services and permitted non-audit
services (including the fees and terms thereof) to be performed for the
Company by its independent auditor, subject to the de minimis exceptions
for non-audit services described in Section 10A(i)(1)(B) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") which are approved by
the Audit Committee prior to the completion of the audit. The Audit
Committee may form and delegate authority to subcommittees consisting of
one or more members when appropriate, including the authority to grant
preapprovals of audit and permitted non-audit services, provided that
decisions of
A-1
such subcommittee to grant preapprovals shall be presented to the full
Audit Committee at its next scheduled meeting.
10. Discussing with the independent auditor the matters required to
be discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit, including any difficulties encountered in the course
of the audit work, any restrictions on the scope of activities or access to
requested information, and any significant disagreements with management.
11. Ensuring the rotation of the independent auditor personnel as
required by law or regulation.
12. Obtaining from the independent auditor assurance that Section
10A(b) of the Exchange Act has not been implicated.
13. Establishing procedures, as required by the Commission or the
NASD, for the receipt, retention and treatment of complaints received by
the Company regarding accounting, internal accounting controls or auditing
matters, and the confidential, anonymous submission by employees of
concerns regarding questionable accounting or auditing matters.
ARTICLE III.
COMPOSITION AND INDEPENDENCE
The Committee shall be composed of at least three (3) independent directors
as defined by the rules of the NASD. Each member of the Committee shall be able
to read and understand fundamental financial statements as required by the NASD.
At least one (1) member of the Committee shall be an Audit Committee Financial
Expert, or have the financial expertise required by the NASD and the Commission.
If no such Audit Committee Financial Expert serves on the Committee, DUSA shall
disclose why no such Audit Committee Financial Expert serves on the Committee,
as specified by the NASD or Commission requirements. The Committee members shall
select a Chairman from among the members who shall preside over meetings of the
Committee consistent with the provisions of DUSA's By-laws. The Chairman shall
maintain regular liaison with senior management and the internal and outside
auditors as he or she determines is necessary or appropriate.
ARTICLE IV.
MEETINGS AND REPORTS
The Committee shall meet on a regular basis, but no less than quarterly,
and may ask members of management or others to attend such meetings to provide
pertinent information, as necessary. A quorum shall be declared when a majority
of the appointed members of the Committee are in attendance.
The Committee shall report to the full Board on a quarterly basis with
respect to its activities and its recommendations. The Committee shall report to
the shareholders, once each year, in DUSA's proxy statement for its annual
meeting. The report to shareholders shall include the information required by
Regulation S-K, Item 306 of the Exchange Act.
Amended on February 14, 2003
A-2
ANNUAL MEETING OF SHAREHOLDERS OF
DUSA PHARMACEUTICALS, INC.
JUNE 19, 2003
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
- Please detach and mail in the envelope provided. -
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF
DIRECTORS AND "FOR" PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
1. Election of Directors
NOMINEES
[ ] FOR ALL NOMINEES [ ] D. Geoffrey Shulman, MD, FRCPC
[ ] John H. Abeles, MD
[ ] WITHHOLD AUTHORITY [ ] David M. Bartash
FOR ALL NOMINEES [ ] Jay M. Haft, Esq.
[ ] Richard C. Lufkin
[ ] FOR ALL EXCEPT
(See instructions below)
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here: [X]
The Board of Directors recommends a vote FOR each of the items listed below.
Unless otherwise specified, the vote represented by this proxy will be cast FOR
Items 1 and 2.
FOR AGAINST ABSTAIN
2. Ratification of the selection of
Deloitte & Touche LLP as auditors [ ] [ ] [ ]
for the Company for fiscal year
2003.
3. In their discretion, the proxies
are authorized to vote upon such
other business as may properly
come before the meeting.
To change the address on your account, please check the box
at right and indicate your new address in the address space [ ]
above. Please note that changes to the registered name(s) on
the account may not be submitted via this method.
Signature of Shareholder_____________________________________Date:______________
Signature of Shareholder_____________________________________Date:______________
NOTE: This proxy must be signed exactly as the name appears hereon. When shares
are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
DUSA PHARMACEUTICALS, INC.
PROXY FOR 2003 ANNUAL MEETING
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints D. Geoffrey Shulman, MD, FRCPC and Shari
Lovell, or either of them, each with power of substitution, proxies to vote all
shares of common stock which the undersigned would possess if personally present
at the Annual Meeting of Shareholders (including all adjournments thereof) of
DUSA Pharmaceuticals, Inc. (the "Company") to be held on Thursday, June 19,
2003, at 11:00 a.m. at the Company's offices located at 25 Upton Drive,
Wilmington, Massachusetts.
SHAREHOLDERS ARE REQUESTED TO SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES OR
CANADA.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)