UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
to
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
DUSA Pharmaceuticals, Inc. (“DUSA”) is filing this amendment on Form 8-K/A to DUSA’s Current
Report filed on June 10, 2011 (the “Original 8-K”) for the sole purpose of confirming DUSA’s
decision regarding the frequency of future shareholder non-binding advisory votes on the
compensation of DUSA’s named executive officers. No other changes have been made to the Original
8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
As reported in the Original 8-K, the DUSA shareholders indicated their preference for the
advisory vote on executive compensation to be held annually at the DUSA 2011 Annual Meeting of
Shareholders held on June 8, 2011 (“Annual Meeting”). DUSA’s Nominating and Corporate Governance
Committee recommended to the Board of Directors of DUSA, who decided in advance of the Annual
Meeting, similarly, that the vote on executive compensation should be held annually. The Board of
Directors has not changed its position.