UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2006 DUSA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) NEW JERSEY 0-19777 22-3103129 (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) 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): [ ] 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 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 9.01 - FINANCIAL STATEMENT AND EXHIBITS. On March 14, 2006, DUSA Pharmaceuticals, Inc. (the "Company") filed a Current Report on Form 8-K to report its merger, on March 10, 2006, with Sirius Laboratories, Inc. ("Sirius"). Such Form 8-K indicated that the Company would file certain pro forma financial information no later than the date by which such information is required. This amendment is filed to provide such required pro forma financial information, which is included as Exhibit 99.1, attached hereto and incorporated herein by reference. (a) Financial Statements of Businesses Acquired. The audited balance sheets of Sirius as of December 31, 2005, 2004 and 2003, and the audited statements of operations, stockholders' equity (deficit), and cash flows of Sirius for fiscal years ended December 31, 2005, 2004 and 2003, and the notes to such audited financial statements, were included as Exhibit 99.2 to the Company's Form 8-K filed with the Commission on March 14, 2006. (b) Pro Forma Financial Information. The following pro forma financial information, together with accompanying summary notes, is included herein as Exhibit 99.1: (i) Unaudited pro forma condensed consolidated balance sheet as of December 31, 2005; and (ii) Unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2005. (d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K/A: Item No. Description -------- ----------- 23.1 Consent of Altschuler, Melvoin and Glasser LLP. 99.1 Unaudited pro forma condensed consolidated balance sheet as of December 31, 2005 and unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 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: May 9, 2006 By: /s/ D. Geoffrey Shulman ------------------------------------ D. Geoffrey Shulman, MD, FRCPC Chairman of the Board and Chief Executive Officer Item No. Description -------- ----------- 23.1 Consent of Altschuler, Melvoin and Glasser LLP. 99.1 Unaudited pro forma condensed consolidated balance sheet as of December 31, 2005 and unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2005.