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): August 31, 2011
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
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):
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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))
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| Item 1.02. |
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Termination of a Material Definitive Agreement. |
On August 31, 2011, DUSA Pharmaceuticals, Inc. (“DUSA”) terminated its Marketing, Distribution and
Supply Agreement, dated January 4, 2007, as amended, as of January 10, 2007, September 8, 2008 and
June 20, 2011 with Daewoong Pharmaceutical, Co., LTD. and DNC Daewoong Derma & Plastic Surgery
Network Company (collectively “Daewoong”).
Revenues recognized under the agreement in Korea represented 1% of DUSA’s overall revenues for the
first half of 2011.
The termination of the Agreement, which had appointed Daewoong as DUSA’s exclusive marketing and
distribution partner for DUSA’s product, the Levulan® Kerastick® (the
“Product”), in Korea and other Asia Pacific countries, is expected to result in the acceleration of
the recognition of deferred revenues for drug shipments made, which were $386,000 as of June 30,
2011, as well as the remaining unamortized balance of milestone payments received, which were
$1,130,000 as of June 30, 2011.
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, 2010 and other SEC filings from time to time.