Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): February 16, 2010
Derma
Sciences, Inc.
(Exact name of registrant as specified
in its charter)
Pennsylvania
|
1-31070
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23-2328753
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(State
or other jurisdiction
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(Commission
|
(IRS
employer
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of
incorporation)
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File
Number)
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identification
number)
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214
Carnegie Center, Suite 300
Princeton,
NJ 08540
(609)
514-4744
(Address
including zip code and telephone
number,
of principal executive offices)
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)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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|
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Item
1.01 Entry into a Material Definitive Agreement
On
February 16, 2010, Derma Sciences, Inc. (the “Registrant”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Rodman & Renshaw,
LLC (the “Underwriter”) pursuant to which the Registrant agreed to sell 972,000
shares of its common stock, $0.01 par value per share (the “Common Stock”) and
warrants to purchase an additional 324,000 shares of common stock (the
“Warrants”), in a firm commitment underwritten offering (the “Offering”)
pursuant to effective registration statements on Form S-1 (File No. 333-163127),
and Form S-1 under Rule 462(b) (File No. 333-104942) and supplemented by a
prospectus dated February 16, 2010 and filed under Rule 424(b)(4) on February
18, 2010. The
Underwriting Agreement also provides for a 45-day option for the Underwriter to
purchase up to an additional 145,800 shares of Common Stock and Warrants to
purchase an additional 48,600 shares of common stock. Each share,
together with a Warrant to purchase one-third of a share, was priced at
$5.00.
The
Warrants are exercisable at a price of $5.50 per share of Common Stock, are
non-callable and expire February 16, 2015.
This
description of the Underwriting Agreement is qualified in its entirety by
reference to the full text of the Underwriting Agreement attached as Exhibit 1.1
to this Form 8-K and incorporated herein by reference.
Item
8.01 Other Events
On
February 22, 2010, the Underwriter exercised its over-allotment option to
purchase 145,800 shares of Common Stock and 48,600 Warrants. Also on
February 22, 2010, the Registrant closed the sale of 1,117,800 shares of Common
Stock and 372,600 Warrants.
The
opinion of counsel regarding the legality of the Common Stock and Warrants
issued pursuant to the Offering described in Item 1.01 is filed as Exhibit 5.1
hereof.
Item
9.01 Financial Statements and Exhibits
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1.1
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Underwriting
Agreement dated February 16, 2010, between Derma Sciences, Inc. and Rodman
& Renshaw, LLC
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5.1
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Opinion
of Hedger & Hedger
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23.1
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Consent
of Hedger & Hedger (included in Exhibit
5.1)
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DERMA
SCIENCES, INC.
John E.
Yetter, CPA
Vice
President and Chief Financial Officer
Date: February
22, 2010