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As filed with the Securities and Exchange Commission on September 5, 2001
Registration Nos.: 333-92259 and 333-57890
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SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DUSA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-3103129
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
25 UPTON DRIVE
WILMINGTON, MASSACHUSETTS 01887
(978) 657-7500
(Address, including ZIP code, and telephone number,
including area code, of registrant's principal executive offices)
DUSA PHARMACEUTICALS, INC. 1996 OMNIBUS PLAN, AS AMENDED
(Full title of the plans)
NANETTE W. MANTELL, ESQ.
REED SMITH LLP
PRINCETON FORRESTAL VILLAGE
136 MAIN STREET - SUITE 250
PRINCETON, NEW JERSEY 08540
(609) 514-8541
(Name, address, including ZIP code, and telephone number,including area code,
of agent for service)
COPIES TO:
DR. D. GEOFFREY SHULMAN, PRESIDENT
DUSA PHARMACEUTICALS, INC.
25 UPTON DRIVE
WILMINGTON, MASSACHUSETTS 01887
(978) 657-7500
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CALCULATION OF REGISTRATION FEE
Amount Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities to be Offering Price Per Aggregate Offer Registration
to be Registered Registered(1) Share Price Fee
---------------- ------------- ------------------ ---------------- ------------
1996 Omnibus Plan, as Amended -
Shares of common stock no par value 656,054 $10.98(2) $7,203,472.92 $1,800.87
(options reserved for future grants)
TOTAL REGISTRATION FEE .............................. $1,800.87
(1) Together with an indeterminate number of additional shares which may be
issued pursuant to the 1996 Omnibus Plan, as amended, as a result of stock
splits, stock dividends or similar transactions in accordance with Rule 416.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended, based upon
the average of the high and low price as reported on The NASDAQ National Market
on August 31, 2001.
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INTRODUCTORY STATEMENT
This registration statement relates to shares of DUSA common stock, no par
value, eligible for issuance under the DUSA Pharmaceuticals, Inc. 1996 Omnibus
Plan, as amended. The Plan was previously reported in a registration statement
on Form S-8 filed with the Securities and Exchange Commission on December 7,
1999, file number 333-92259 and additional shares were registered in a
registration statement on Form S-8 filed with the Securities and Exchange
Commission on March 29, 2001 file number 333-57890. This registration statement
is being filed to register an additional 656,054 shares of DUSA common stock
that may be issued pursuant to the Plan as a result of an amendment to the Plan
that increases the number of shares that may be issued under the Plan from 15%
of DUSA's outstanding shares of common stock to 20% of the outstanding shares of
common stock to a maximum of 2,753,328 shares of common stock.
In accordance with the provisions of General Instruction E of Form S-8,
DUSA hereby incorporates by reference the contents of DUSA's currently effective
registration statements on Form S-8, file number 333-92259 and 333-57890, filed
with the Securities and Exchange Commission on December 7, 1999 and March 29,
2001, respectively.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS
(a) All exhibits filed with or incorporated by reference in DUSA's
Registration Statement on Form S-8 (Registration Statement No: 333-92259) are
incorporated by reference into and shall be deemed a part of, this registration
statement, except the following:
(4) Instruments defining the rights of security holders
(4.1) DUSA Pharmaceuticals, Inc. 1996 Omnibus Plan, as
amended.
(5) Opinion re: legality
(5.1) Opinion of Reed Smith LLP.
(23) Consents of experts and counsel
(23.1) Consent of Deloitte & Touche LLP.
(23.2) Consent of Reed Smith LLP, included in Exhibit 5.1.
(24) Power of Attorney
(24.1) Power of Attorney (See Signature Page)
(99) Additional Exhibits
(99.1) Form of Omnibus Nonqualified Stock Option Agreement
with Increasing Exercise Price filed as Exhibit 99.5 to
Registrant's registration statement on Form S-8 No. 333-57890,
and is incorporated herein by reference.
(99.2) Form of Omnibus Incentive Stock Option Agreement with
Increasing Exercise Price filed as Exhibit 99.6 to
Registrant's registration statement on Form S-8 No. 333-57890,
and is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilmington, State of Massachusetts, on September 5,
2001.
DUSA Pharmaceuticals, Inc.
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Registrant
By: s/D. Geoffrey Shulman
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Dr. D. Geoffrey Shulman, President
POWER OF ATTORNEY
Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints D. Geoffrey Shulman as his/her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
registration statement or any related registration statement registering
additional shares in accordance with General Instruction E to the Form S-8, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection with the
above premises, as fully to all intents and purposes as he/she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/D. Geoffrey Shulman Director, Chairman of the Board, September 5, 2001
--------------------------- President, Chief Executive Officer, -----------------------
D. Geoffrey Shulman, MD, (Principal Executive Officer) Date
FRCPC
/s/Mark C. Carota Vice President, Operations September 5, 2001
--------------------------- -----------------------
Mark C. Carota Date
* Vice President, Business September 5, 2001
--------------------------- Development -----------------------
Ronald L. Carroll Date
* Vice President, Technology September 5, 2001
--------------------------- -----------------------
Scott L. Lundahl Date
* Vice President, Scientific Affairs September 5, 2001
-------------------------- -----------------------
Stuart L. Marcus, MD, PhD Date
/s/John E. Mattern Vice President of Finance and Chief September 5, 2001
--------------------------- Financial Officer (Principal Financial -----------------------
John E. Mattern and Accounting Officer) Date
/s/William R. McIntyre Vice President, Regulatory Affairs September 5, 2001
--------------------------- -----------------------
William R. McIntyre Date
/s/Paul A. Sowyrda Vice President, Product September 5, 2001
--------------------------- Development and Marketing -----------------------
Paul A. Sowyrda Date
* Director September 5, 2001
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John H. Abeles Date
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* Director September 5, 2001
--------------------------- -----------------------
James P. Doherty, BSc Date
* Director September 5, 2001
--------------------------- -----------------------
Jay M. Haft, Esq. Date
* Director September 5, 2001
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Richard C. Lufkin Date
* Secretary September 5, 2001
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Nanette W. Mantell Date
*By: s/D. Geoffrey Shulman
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D. Geoffrey Shulman, Attorney-in-Fact