FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 15, 2005
DUSA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 0-19777 22-3103129
(State or other (Commission File (IRS
jurisdiction of Number) Identification
incorporation) Number)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Securities Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 15, 2005, DUSA Pharmaceuticals, Inc. ("DUSA" or the "Company") and
Mr. Gary F. Talarico entered into an employment agreement regarding the terms
upon which Mr. Talarico will serve as DUSA's Vice President, Sales (the
"Employment Agreement"). A brief description of the material terms and
conditions of the Employment Agreement is set forth in Item 5.02 below.
ITEM 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On February 16, 2005, DUSA announced the appointments of Mr. Richard C.
Christopher, DUSA's Vice President, Financial Planning and Business Analysis, to
the position of Vice President, Finance and Chief Financial Officer and Mr.
Talarico to the position of Vice President, Sales. The Chief Financial Officer
position is being relinquished simultaneously by Mr. Peter M. Chakoutis. Mr.
Chakoutis, whose resignation was previously announced, will not be resigning
from the Company until March 31, 2005 to assist with the transition of
responsibility.
With the addition of Mr. Talarico, Mr. Paul Sowyrda, currently DUSA's Vice
President, Marketing and Sales, will assume the position of Vice President,
Marketing. Mr. David Page, currently the Associate Vice President, Sales will
become Director, Southeastern Regional Sales reporting to Mr. Talarico.
Each of the officers serves a one year term or until their successors are duly
elected and qualified at the Company's next annual meeting of shareholders. All
of the foregoing changes are effective February 16, 2005.
Mr. Christopher is 35 years old and has been employed by the Company since
December 18, 2000 holding the positions of Manager, Operations Accounting and
Director, Financial Analysis from the time of his initial hiring until January
2004 when he was promoted to Vice President, Financial Planning and Business
Analysis. Before joining the Company, he was the North American Cost Accounting
Manager for Grace Construction Products, a unit of W.R. Grace & Co., from April
1999 to December 2000. Mr. Christopher was employed by the Boston Edison Company
from March 1996 until April 1999. Mr. Christopher receives a base salary of One
Hundred Fifty Thousand Dollars ($150,000) per year and is eligible for an annual
bonus of up to thirty percent (30%) of his base salary.
Prior to joining DUSA, Mr. Talarico, who is 50 years old, was the principal of
GTInsights from June 2003 until his arrival at DUSA. GTInsights is a management
consulting firm that provides advisory services and business execution
strategies to pharmaceutical manufacturers and service companies. For the last
three months, Mr. Talarico, through GTInsights, has been providing
pharmaceutical sales consulting services to DUSA for which DUSA will pay
GTInsights a total of $98,129.19. These consulting services have terminated with
Mr. Talarico's hiring by DUSA. Before founding GTInsights, he served as
Executive Vice President, Sales and Marketing from June 2000 until June 2003
with Reliant Pharmaceuticals Inc. Mr. Talarico was the Executive
Vice President, Business Development with Ventiv Health US Sales from May 1996
through June 2000. Prior to that, Mr. Talarico served as Vice President,
Dermatology at Cabot Laboratories and as Vice President, Sales at Medicis
Pharmaceuticals. Mr. Talarico will receive a sign-on bonus of Fifteen Thousand
Dollars ($15,000), a base salary of One Hundred Seventy Five Thousand Dollars
($175,000) and is eligible for sales commissions of up to One Hundred Fifty
Thousand Dollars ($150,000). Mr. Talarico will also receive options to purchase
30,000 shares of the Company's common stock under the Company's stock option
plan. Mr. Talarico will report to Mr. Robert F. Doman, President and COO.
All bonuses are contingent on the achievement of personal and corporate goals
and subject to the discretion of the Board of Directors. Each officer is
entitled to customary benefits during the term of his employment as are provided
generally to other executive officers of DUSA, including health, dental, life
and disability insurance, 401(k), an automobile allowance, holiday and vacation
benefits on the same or similar terms as those offered to other DUSA officers.
In addition, in the event that their employment is terminated as a result of a
"change of control" of the Company, as defined in their employment agreements,
they will receive the acceleration of the vesting of outstanding options and
certain severance benefits. DUSA may terminate each officer with or without
cause on sixty (60) days prior written notice.
Except for historical information, this report contains certain forward-looking
statements that involve known and unknown risks 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 timing of Mr. Chakoutis' final resignation,
DUSA's payment of consulting fees to GTInsights, Mr. Talarico's receipt of
future compensation, DUSA's intention to gear-up for increases in the adoption
of its Levulan PDT, expectations for DUSA's corporate growth and the
significance of growth opportunities for DUSA in the Southeastern Region. Such
risks and uncertainties include, but are not limited to, changing market and
regulatory conditions, continuing FDA approval of DUSA's therapies, maintenance
of DUSA's patent portfolio, market conditions relating to employment
opportunities, DUSA's ability to successfully market its Levulan PDT therapy and
other risks identified in our SEC filings from time to time, including those
contained in DUSA's Form 10-K for the year ended December 31, 2003.
A copy of the Press Release announcing foregoing officer appointments is
attached as Exhibit 99.
ITEM 9.01 - FINANCIAL STATEMENT AND EXHIBITS
99 Press Release dated February 16, 2005
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.
DUSA PHARMACEUTICALS, INC.
Dated: February 16, 2005 By: /s/ D. Geoffrey Shulman
--------------------------------
D. Geoffrey Shulman, MD, FRCPC
Chairman of the Board and Chief
Executive Officer
EXHIBIT INDEX
99 Press Release dated February 16, 2005