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): September 30, 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
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25 Upton Drive
Wilmington, Massachusetts 01887
(Address of principal executive offices, including ZIP code)
(978) 657-7500
(Registrant’s 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)) |
Item 1.02. Termination of a Material Definitive Agreement.
On September 30, 2010, DUSA Pharmaceuticals, Inc. (“DUSA”) gave notice to Stiefel Laboratories,
Inc. (“Stiefel”), a GSK company, terminating the parties’ Marketing, Distribution and Supply
Agreement, dated January 12, 2006, as amended, as of September 26, 2007 (the “Agreement”).
The termination of the Agreement, which had appointed Stiefel as DUSA’s exclusive marketing and
distribution partner for DUSA’s product, the Levulan® Kerastick® (the “Product”), in Latin America,
is expected to result in the acceleration of the recognition of deferred revenues for drug
shipments made, which were $101,000 as of June 30, 2010, as well as the remaining unamortized
balance of milestone payments received, which were $490,000 as of June 30, 2010.
Revenues recognized under the agreement in Latin America represented 1% of DUSA’s overall revenues
for the first half of 2010.
The parties are in discussions to ensure an orderly transition of the responsibilities for the
Product in order to maintain regulatory compliance.
Except for historical information, this report contains certain forward-looking statements that
involve known and unknown risk and uncertainties, which may cause actual results to differ
materially from any future results, performance or achievements expressed or implied by the
statements made. These forward-looking statements relate to recognition of deferred revenues and
unamortized milestone payments. These forward-looking statements are further qualified by
important factors that could cause actual results to differ materially from future results,
performance or achievements expressed or implied by those in the forward-looking statements made in
this release. These factors include, without limitation, actions of regulatory authorities,
changes in accounting rules, actions of third-parties, and other risks and uncertainties identified
in DUSA’s Form 10-K for the year ended December 31, 2009 and other SEC filings from time to time.