Unassociated Document
As
filed with the Securities and Exchange Commission on May 20,
2010
|
Registration
No. 333-127527
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
DERMA
SCIENCES, INC.
(Exact
name of Registrant as specified in its charter)
|
|
|
Pennsylvania
|
|
23-2328753
|
(State
or other jurisdiction of incorporation or organization)
|
|
(I.R.S.
Employer Identification No.)
|
214
Carnegie Center, Suite 300
Princeton,
NJ 08540
(609) 514-4744
(Address,
including zip code, and telephone number,
including
area code, of registrant's principal executive offices)
_____________________________
Derma
Sciences, Inc. Statutory Stock Option Plan
Derma
Sciences, Inc. Non-Statutory Stock Option Plan
Derma
Sciences, Inc. Restricted Stock Plan
(Full
titles of the plans)
_____________________________
Edward J.
Quilty, President
214
Carnegie Center, Suite 300
Princeton,
NJ 08540
(609) 514-4744
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copies of
all communications and notices to:
Raymond
C. Hedger, Jr., Esq.
Hedger
& Hedger
2 Fox
Chase Drive
P.O. Box
915
Hershey,
PA 17033
Tel: (717)
534-9993
Fax: (717)
534-9813
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ¨
|
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨ (Do not check if a smaller
reporting company)
|
|
Smaller
reporting company x
|
CALCULATION
OF REGISTRATION FEE
Title
of each class of
securities
to be registered
|
|
Amount
to be
registered
(1)
|
|
|
Proposed
maximum
offering
price per
share
|
|
|
Proposed
maximum
aggregate
offering
price
|
|
|
Amount
of
registration
fee
|
|
Common
stock, $0.01 par value per share
|
|
|
507,393 |
(2) |
|
$ |
3.07 |
(3) |
|
$ |
1,557,697 |
|
|
$ |
111 |
|
Common
stock, $0.01 par value per share
|
|
|
288,651 |
(4) |
|
$ |
5.28 |
(5) |
|
$ |
1,524,077 |
|
|
$ |
109 |
|
Common
stock, $0.01 par value per share
|
|
|
21,875 |
(6) |
|
$ |
3.04 |
(7) |
|
$ |
66,500 |
|
|
$ |
5 |
|
Totals
|
|
|
817,919 |
|
|
|
|
|
|
$ |
3,148,274 |
|
|
$ |
225 |
|
(1) Pursuant
to Rule 416 under the Securities Act, this registration statement also relates
to an indeterminate number of additional shares of common stock which may be
issuable to prevent dilution resulting from stock splits, stock dividends and
similar transactions.
(2) Represents
shares of common stock underlying options heretofore issued under the
Registrant’s stock option plans that were not previously
registered.
(3) Estimated
solely for the purpose of calculating the registration fee pursuant to Rule
457(h) under the Securities Act of 1933 based on an average exercise price of
$3.07 per share.
(4) Represents
shares of common stock underlying as yet unissued options under the Registrant’s
statutory stock option plan that were
not previously registered.
(5) Estimated
solely for the purpose of calculating the registration fee pursuant to Rule
457(h) under the Securities Act of 1933 based on the average of the high and low
sale prices of the Registrant’s common stock on the Nasdaq Capital Market on May
14, 2010.
(6) Represents
shares of common stock issued under the Registrant’s restricted stock
plan.
(7) Estimated
solely for the purpose of calculating the registration fee pursuant to Rule
457(h) under the Securities Act of 1933 based on the average of the high and low
sale prices of the Registrant’s common stock on the OTC Bulletin Board on May
12, 2009 such date being the date on which entitlement to the award of
restricted stock vested in the recipients thereof.
EXPLANATORY
NOTE
This
post-effective amendment amends our registration statement on Form S-8 No.
333-127527 (the “Registration Statement”) filed with the Securities &
Exchange Commission on August 15, 2005 for the purpose of registering 660,957
shares of common stock underlying options issued and to be issued pursuant to
the Registrant’s statutory and non-statutory stock option plans.
This
amendment to the Registration Statement (the “Amendment”) has been filed for the
purpose of: (1) registering 796,044 additional shares of common stock
underlying options issued and to be issued pursuant to the Registrant’s
statutory stock option plan, and (2) registering 21,875 shares of common stock
issued pursuant to the Registrant’s restricted stock plan.
This
Amendment includes a form of prospectus to be used by certain persons who may be
deemed to be affiliates of the Registrant in connection with the resale of
shares of common stock issued to such persons as equity compensation under the
Registrant’s stock option plans or the Registrant’s restricted stock
plan.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.*
Item
2. Registrant Information and Employee Plan Annual Information.*
*
|
The
documents containing the information specified in Part I of Form S-8 will
be delivered to various individuals who received options to purchase our
common stock or grants of common stock under our Plans in accordance with
Form S-8 and Rule 428(b)(1) under the Securities Act. Such
documents are not required to be, and are not, filed with the SEC either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities
Act.
|
REOFFER
PROSPECTUS
708,874
Shares
Derma
Sciences, Inc.
Common
Stock
This reoffer prospectus relates to an
aggregate of up to 708,874 shares (the “Shares”) of common stock, $0.01 par
value per share, of Derma Sciences, Inc., a Pennsylvania corporation (the
“Registrant,” “we,” or “our”), which may be offered for sale from time to time
by the selling shareholders named herein or to be named in the future by means
of supplements to this prospectus. The Shares offered hereby have
been or will have been acquired under our Statutory Stock Option Plan, our
Non-Statutory Stock Option Plans or our Restricted Stock Plan (collectively, the
“Plans”).
The selling shareholders and certain
broker-dealers that participate in the offer and sale of the Shares on behalf of
the selling shareholders may be deemed to be “underwriters” for purposes of the
Securities Act of 1933, as amended (the “Securities Act”), in which case
commissions and discounts received by such broker-dealers may be deemed to be
underwriting compensation under the Securities Act. We will pay all
expenses incident to the offering and sale of the Shares to the public other
than commissions and discounts of underwriters, brokers, dealers or
agents. We will not receive any proceeds from the sale of the Shares
by the selling shareholders.
There is
no assurance that any of the selling shareholders will sell any of the Shares or
that all of the Shares will be sold. Our common stock is traded on the Nasdaq
Capital Market under the symbol “DSCI”. We anticipate that the
selling shareholders will offer shares of common stock for resale at prevailing
prices on the Nasdaq Capital Market or such other market upon which our common
stock may then trade on the date of sale. The last reported sale
price of our common stock on May 14, 2010, was $5.20 per share. We
will receive none of the proceeds from the sale of the common stock offered by
this prospectus, but we will receive the exercise price upon exercise of the
options.
The
shares of our common stock are “control securities” under the Securities Act
before their sale under this prospectus. This prospectus has been
prepared for the purpose of registering the shares under the Securities Act to
allow for future sales by the selling shareholders to the
public. Each shareholder that sells shares of our common stock
pursuant to this prospectus may be deemed to be an “underwriter” within the
meaning of the Securities Act. Any commissions received by a broker
or dealer in connection with resales of shares may be deemed to be underwriting
commissions or discounts under the Securities Act. You should read
this prospectus and any accompanying prospectus supplement carefully before you
make your investment decision.
AN
INVESTMENT IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE
OUR SECURITIES ONLY IF YOU CAN AFFORD A LOSS OF YOUR
INVESTMENT. SEE “RISK
FACTORS” BEGINNING ON PAGE 3.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is May
20, 2010.
TABLE
OF CONTENTS
Where
You Can Find More Information
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2
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Incorporation
of Certain Information by Reference
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2
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Caution
Regarding Forward Looking Statements
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3
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The
Company
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3
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Risk
Factors
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3
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Use
of Proceeds
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4
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Selling
Shareholders
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4
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Plan
of Distribution
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4
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Legal
Matters
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5
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Experts
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5
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Disclosure
of Commission Position of Indemnification for Securities Act
Liabilities
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5
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Appendix
A
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6
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WHERE
YOU CAN FIND MORE INFORMATION
We file annual, quarterly and other
reports, proxy statements and other information with the SEC under the
Securities Exchange Act of 1934. You may read and copy any materials
we file with the SEC at the SEC’s public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. Our SEC filings are
also available to the public through the SEC’s website at
http://www.sec.gov. General information about us, including our
annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports
on Form 8-K, as well as any amendments and exhibits to those reports, are
available free of charge through our website at http://www.dermasciences.com as
soon as reasonably practicable after we file them with, or furnish them to, the
SEC. Information on our website, other than the below mentioned
reports and proxy statements, is not incorporated into, and is not a part of,
this prospectus.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by
reference certain information we have filed with
it which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to
be part of this prospectus. The following documents we filed with the
SEC are incorporated herein by reference:
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(a)
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Our
registration statement on Form 8-A effective May 13,
1994.
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(b)
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Our
registration statement on Form S-1 effective February 16,
2010.
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(c)
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Our
current report on Form 8-K relative to our common stock becoming listed on
the Nasdaq Capital Market filed February 11,
2010.
|
|
(d)
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Our
current reports on Form 8-K relative to the purchase of the worldwide
rights to license Medihoney filed February 24, 2010 and March 1,
2010.
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|
(e)
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Our
current reports on Form 8-K relative to an amendment to our financing
arrangement with GE Business Financial Services Inc. filed March 1, 2010
and April 1, 2010.
|
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(f)
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Our
annual report on Form 10-K filed March 31, 2010 for the year ended
December 31, 2009.
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(g)
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Our
current report on Form 8-K relative to termination of an executive’s
employment filed April 1, 2010.
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(h)
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Our
notice of annual meeting of shareholders and definitive proxy statement
filed April 14, 2010 relative to the election of directors and
ratification of the appointment of Ernst & Young LLP as our
independent registered public accounting firm for the year ending December
31, 2010.
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(i)
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Our
quarterly report on Form 10-Q filed May 12, 2010 for the quarter ended
March 31, 2010.
|
We will provide without charge to each
person, including any beneficial owner, to whom a prospectus is delivered, upon
written or oral request, a copy of any or all of the reports or documents that
have been incorporated by reference in this prospectus. Requests for
these reports or documents should be directed to John E. Yetter, CPA, Vice
President and Chief Financial Officer, Derma Sciences, Inc., 214 Carnegie
Center, Suite 300, Princeton, NJ 08540. Requests for these reports or
documents may be made telephonically to Mr. Yetter at 609-514-4744 and via email
to [email protected]. We will not send exhibits to these
filings unless we have specifically incorporated the exhibit by reference into
the filing.
We have filed a registration statement
with the SEC under the Securities Act that registers the issuance and sale of
the securities offered by this prospectus. The registration
statement, including the exhibits attached hereto or incorporated by
reference herein, contains
additional relevant information about us. The rules and regulations
of the SEC allow us to omit some information included in the registration
statement from this prospectus.
CAUTION
REGARDING FORWARD LOOKING STATEMENTS
This
prospectus contains forward-looking statements. Such forward-looking
statements include statements regarding, among other things, (a) our projected
sales and profitability, (b) our growth strategies, (c) anticipated trends in
our industry, (d) our future financing plans, and (e) our anticipated needs for
working capital. Forward-looking statements, which involve
assumptions and describe our future plans, strategies, and expectations, are
generally identifiable by use of the words “may,” “should,” “expect,”
“anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of
these words or other variations on these words or comparable
terminology. This information may involve known and unknown risks,
uncertainties, and other factors that may cause our actual results, performance,
or achievements to be materially different from the future results, performance,
or achievements expressed or implied by any forward-looking
statements. Actual events or results may differ materially from those
discussed in forward-looking statements as a result of various factors,
including, without limitation, the risks outlined under “Risk Factors” in our
Registration Statement on Form S-1 effective on February 16, 2010 and
matters described in this prospectus generally. In light of these
risks and uncertainties, there can be no assurance that the forward-looking
statements contained in this prospectus will in fact occur. In
addition to the information expressly required to be included in this filing, we
will provide such further material information, if any, as may be necessary to
make the required statements, in light of the circumstances under which they are
made, not misleading.
THE
COMPANY
We are a
specialty medical device/pharmaceutical company with a primary focus on wound
care. We engage in the manufacture, marketing and sale of three
proprietary dermatological related product lines: (1) wound care, (2)
wound closure and specialty securement devices, and (3) skin care. In
addition, we have leveraged our expanding manufacturing capabilities by building
a growing private label/original equipment manufacture (“OEM”)
business. Our customers consist of various health care agencies and
institutions such as wound care centers, long-term care facilities, hospitals,
home healthcare agencies, physicians’ offices and retail and closed door
pharmacies. We also sell our products through retail channels such as
retail pharmacies, other retail outlets and first-aid kit
manufacturers. While we have our own direct selling organization, our
products are principally sold through medical products supply
distributors. We currently sell our products in the United States,
Canada and select international markets. Our principal distribution
facilities are located in St. Louis, Missouri, Houston, Texas and Toronto,
Canada. Our principal manufacturing facility is located in Toronto,
Canada. We, through our subsidiary Derma Sciences Canada, also lease
a light manufacturing facility in Nantong, China producing low volume and/or
labor intensive wound care products.
The
markets we serve are large and growing. We estimate that the total
global wound care market (institutional and retail) is $14 billion and is
growing at a rate of 10% annually. Our mission is to enhance
shareholder value by servicing a significant portion of this market as a fully
integrated wound care product provider.
Derma
Sciences, Inc. and our subsidiaries Sunshine Products, Inc., Derma Sciences
Canada Inc. and Derma First Aid Products, Inc. are referred to collectively in
this prospectus as “we”, “us” or “the Registrant”. Our executive
offices are located at 214 Carnegie Center, Suite 300, Princeton, New Jersey and
our telephone number is 609-514-4744.
RISK
FACTORS
The Risk Factors set forth in our
annual report on Form 10-K filed March 31, 2010 and our quarterly report on Form
10-Q filed May 12, 2010 are hereby incorporated by reference.
USE
OF PROCEEDS
We will
not receive any of the proceeds from the sale of the shares offered by this
prospectus. However, we expect to use the proceeds from the exercise
of options for working capital and other general corporate
purposes.
SELLING
SHAREHOLDERS
The table attached as Appendix A sets
forth, with respect to the selling shareholders and based on the information
available to us as of the date thereof, the name and position of each selling
shareholder, the number of shares of common stock owned, the number of Shares
available for
sale under this
prospectus and the number and percent of our
outstanding shares of common stock that are presently owned and will be owned after giving effect to
this offering. We do not know whether any of the selling shareholders
will sell any or all of the Shares offered by this prospectus. The inclusion of Shares in
the table in Appendix A does not constitute a commitment to sell any Shares by
any of the selling shareholders named therein.
The
shares offered by this prospectus are being registered for reoffers and resales
by the selling shareholders, who have acquired or may acquire such shares
pursuant to grants of restricted stock or the exercise of
options. The selling shareholders named below, together with other
persons who may become control persons by becoming directors or executive
officers, may resell all, a portion or none of such shares from time to
time.
PLAN
OF DISTRIBUTION
The
shares may be sold or transferred for value by the selling shareholders, or by
pledgees, donees, transferees or other successors in interest to the selling
shareholders, in one or more transactions on the Nasdaq Capital Market, or such
other market upon which our common stock may then trade, in negotiated
transactions or in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices otherwise negotiated. The selling shareholders
may effect such transactions by selling the shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the selling shareholders and/or the
purchasers of the shares for whom such broker-dealers may act as agent (which
compensation may be less than or in excess of customary
commissions). The selling shareholders, and any broker-dealers that
participate in the distribution of the shares, may be deemed to be
“underwriters” within the meaning of Section 2(11) of the Securities Act and any
commissions received by them and any profit on the resale of the shares sold by
them may be deemed to be underwriting discounts and commissions under the
Securities Act. All selling and other expenses incurred by individual
selling shareholders will be borne by such selling shareholders.
Upon our
being notified by a selling shareholder that any material arrangement has been
entered into with a broker or dealer for the sale of shares through a secondary
distribution, or a purchase by a broker or dealer, we will file a prospectus
supplement, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing (a) the name of each of such selling shareholder and the
participating broker-dealers, (b) the number of shares involved, (c) the price
at which such shares are being sold, (d) the commissions paid or the discounts
or concessions allowed to such broker-dealers, (e) where applicable, that such
broker-dealers did not conduct any investigation to verify the information set
out or incorporated by reference in the prospectus, as supplemented, and (f)
other facts material to the transaction.
In
addition to any such number of shares sold hereunder, a selling shareholder may,
at the same time, sell any shares of our common stock, including the shares
offered by this prospectus, owned by such person in compliance with the
requirements of Rule 144 under the Securities Act, regardless of whether such
shares are covered by this prospectus.
There is
no assurance that any of the selling shareholders will sell any or all of the
shares offered by this prospectus.
We will
pay all expenses in connection with this offering, other than commissions and
discounts of underwriters, dealers or agents.
LEGAL
MATTERS
The
validity of the common stock offered by this prospectus has been will be passed
upon by Hedger & Hedger, Hershey, Pennsylvania.
EXPERTS
The
consolidated financial statements of Derma Sciences, Inc. as of and for the
years ended December 31, 2009 and 2008 appearing in Derma Sciences, Inc’s.
Annual Report on Form 10-K for the year ended December 31, 2009 have been
audited by Ernst & Young LLP, independent registered public accounting firm,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
DISCLOSURE
OF COMMISSION POSITION OF
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Sections 1741 and 1742 of the
Pennsylvania Business Corporation Law of 1988 empower our Company, and the
bylaws of our Company provide that it shall have the power, to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of our Company, or
is or was serving at the request of our Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in, or in the case of actions undertaken other than in his official capacity,
not opposed to, the best interest of our Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful; except that, in the case of an action or suit by or in the right
of our Company, no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to our Company unless
and only to the extent that the court in which such action or suit was brought
shall determine that such person is fairly and reasonably entitled to indemnity
for proper expenses.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
APPENDIX
A
The table
below sets forth with respect to each selling shareholder, based upon
information available to us as of March 31, 2010, the number of shares of common
stock beneficially owned before and after the sale of the shares offered by this
prospectus, the number of shares to be sold and the percentage of the
outstanding shares of common stock owned before and after the sale of the common
stock offered by this prospectus.
Selling Shareholders(1)
|
|
Number
of
Shares
Owned
Before Sale(2)
|
|
|
Percent
of
Shares
Owned
Before Sale
|
|
|
Number
of
Shares
to
be Sold
|
|
|
Number
of
Shares
Owned
After Sale(2)
|
|
|
Percent
of
Shares
Owned
After Sale
|
|
Bruce
F. Wesson,
Director (3)
|
|
|
574,257 |
|
|
|
8.38 |
% |
|
|
15,470 |
|
|
|
558,787 |
|
|
|
8.17 |
% |
Richard
J. Keim,
Director (4)
|
|
|
200,533 |
|
|
|
3.04 |
% |
|
|
50,470 |
|
|
|
150,063 |
|
|
|
2.29 |
% |
Edward
J. Quilty,
Chairman, President and
Chief
Executive Officer
(5)
|
|
|
184,743 |
|
|
|
2.76 |
% |
|
|
131,407 |
|
|
|
53,336 |
|
|
|
* |
|
Stephen
T. Wills, CPA, MST,
Lead Director (6)
|
|
|
81,054 |
|
|
|
1.23 |
% |
|
|
60,470 |
|
|
|
20,584 |
|
|
|
* |
|
John
E. Yetter, CPA,
Vice President and
Chief
Financial Officer
(7)
|
|
|
81,064 |
|
|
|
1.22 |
% |
|
|
76,064 |
|
|
|
5,000 |
|
|
|
* |
|
Robert
C. Cole,
Executive Vice
President
for Sales (8)
|
|
|
76,689 |
|
|
|
1.16 |
% |
|
|
70,439 |
|
|
|
6,250 |
|
|
|
* |
|
James
T. O’Brien,
Director (9)
|
|
|
69,420 |
|
|
|
1.05 |
% |
|
|
53,595 |
|
|
|
15,825 |
|
|
|
* |
|
Srini
Conjeevaram,
Director (10)
|
|
|
62,345 |
|
|
|
* |
|
|
|
59,220 |
|
|
|
3,125 |
|
|
|
* |
|
C.
Richard Stafford, Esq.,
Director (11)
|
|
|
61,095 |
|
|
|
* |
|
|
|
50,470 |
|
|
|
10,625 |
|
|
|
* |
|
Frederic
Eigner,
Executive Vice
President
for Operations
(12)
|
|
|
58,642 |
|
|
|
* |
|
|
|
58,642 |
|
|
|
-- |
|
|
|
* |
|
Barry
J. Wolfenson,
Vice President for
Marketing
and Business Development
(13)
|
|
|
55,545 |
|
|
|
* |
|
|
|
45,907 |
|
|
|
9,638 |
|
|
|
* |
|
Robert
G. Moussa,
Director (14)
|
|
|
34,220 |
|
|
|
* |
|
|
|
24,220 |
|
|
|
10,000 |
|
|
|
* |
|
Daniel
Rivest,
Former Executive Vice
President,
First Aid Products
(15)
|
|
|
18,113 |
|
|
|
* |
|
|
|
12,500 |
|
|
|
5,613 |
|
|
|
* |
|
*
|
Represents
less than 1% of the issued and outstanding common
stock.
|
(1)
|
Except
as otherwise noted, the address of each of the persons listed is: 214
Carnegie Center, Suite 300, Princeton, New Jersey
08540.
|
(2)
|
The
conversion to common stock of all preferred stock and the number of shares
owned and the percent owned by each entity or individual are based upon
6,557,855 shares of common stock outstanding and assume the exercise of
all exercisable options owned by such entity or individual. The
percent beneficially owned is a fraction the numerator of which is the
number of shares of common and preferred stock and exercisable options
owned by each entity or individual and the denominator of which is the
number of outstanding shares of common stock plus the number of shares of
common stock which would be issued upon conversion of preferred stock by
the subject entity or individual of its/his/her own preferred stock and the exercise by
the subject entity or individual of its/his/her own
options. This method of computing the percent owned results in
the aggregate ownership percentages of all owners exceeding
100%.
|
(3)
|
Bruce
F. Wesson can be reached at: Galen III Partnerships, 680
Washington Boulevard, 11th Floor,
Stamford, Connecticut 06901.
Includes
shares owned by Galen Partners III, L.P., Galen Partners International
III, L.P. and Galen Employee Fund III, L.P. Mr. Wesson is a General
Partner of the Galen III Partnerships. Ownership consists
of: 558,787 shares of common and convertible preferred stock,
and exercisable options to purchase 15,470 shares of common
stock. No additional options to purchase common stock will
become exercisable within 60 days of March 31,
2010.
|
(4)
|
Richard
J. Keim can be reached at: Kensington Management Group,
LLC,767
Third Avenue, 16th
Floor, New York, New York 10017. Includes
shares owned by Kensington Partners L.P., Kensington Partners II L.P. and
Bald Eagle Fund Ltd. Ownership consists of: 150,063
shares of common stock and exercisable options to purchase 50,470 shares
of common stock. No additional options to purchase common stock
will become exercisable within 60 days of March 31,
2010.
|
(5)
|
Edward
J. Quilty’s ownership consists of: 53,336 shares of common
stock and exercisable options to purchase 131,407 shares of common
stock. No additional options to purchase common stock will
become exercisable within 60 days of March 31,
2010.
|
(6)
|
Stephen
T. Wills’ ownership consists of: 20,584 shares of common stock and
exercisable options to purchase 60,470 shares of common
stock. No additional options to purchase common stock will
become exercisable within 60 days of March 31,
2010.
|
(7)
|
John
E. Yetter’s ownership consists of: 5,000 shares of common stock
and exercisable options to purchase 76,064 shares of common
stock. No additional options to purchase common stock will
become exercisable within 60 days of March 31,
2010.
|
(8)
|
Robert
C. Cole’s ownership consists of: 6,250 shares of common stock
and exercisable options to purchase 70,439 shares of common
stock. No additional options to purchase common stock will
become exercisable within 60 days of March 31,
2010.
|
(9)
|
James
T. O’Brien’s ownership consists of: 15,825 shares of common
stock and exercisable options to purchase 53,595 shares of common
stock. No additional options to purchase common stock will
become exercisable within 60 days of March 31,
2010.
|
(10)
|
Srini
Conjeevaram can be reached at: SC Capital Management, LLC, P.O.
Box 323, Bronxville, New York 10708. Ownership consists
of: 3,125 shares of common stock and exercisable options to
purchase 59,220 shares of common stock. No additional options
to purchase common stock will become exercisable within 60 days of March
31, 2010.
|
(11)
|
C.
Richard Stafford’s ownership consists of: 10,625 shares of
common stock and exercisable options to purchase 50,470 shares of common
stock. No additional options to purchase common stock will
become exercisable within 60 days of March 31,
2010.
|
(12)
|
Frederic
Eigner’s ownership consists of: exercisable options to purchase
58,642 shares of common stock. No additional options to
purchase common stock will become exercisable within 60 days of March 31,
2010.
|
(13)
|
Barry
J. Wolfenson’s ownership consists of: 9,638 shares of common
stock and exercisable options to purchase 45,907 shares of common
stock. No additional options to purchase common stock will
become exercisable within 60 days of March 31,
2010.
|
(14)
|
Robert
G. Moussa’s ownership
consists of: 10,000 shares of common stock and exercisable
options to purchase 24,220 shares of common stock. No
additional options to purchase common stock will become exercisable within
60 days of March 31, 2010.
|
(15)
|
Daniel
Rivest’s ownership consists of: 5,613 shares of common stock
and exercisable options to purchase 12,500 shares of common
stock. No additional options to purchase common stock will
become exercisable within 60 days of March 31,
2010.
|
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
We incorporate by reference the
following documents filed with the SEC:
|
(a)
|
Our
registration statement on Form 8-A effective May 13,
1994.
|
|
(b)
|
Our
registration statement on Form S-1 effective February 16,
2010.
|
|
(c)
|
Our
current report on Form 8-K relative to our common stock becoming listed on
the Nasdaq Capital Market filed February 11,
2010.
|
|
(d)
|
Our
current reports on Form 8-K relative to the purchase of the worldwide
rights to license Medihoney filed February 24, 2010 and March 1,
2010.
|
|
(e)
|
Our
current reports on Form 8-K relative to an amendment to our financing
arrangement with GE Business Financial Services Inc. filed March 1, 2010
and April 1, 2010.
|
|
(f)
|
Our
annual report on Form 10-K filed March 31, 2010 for the year ended
December 31, 2009.
|
|
(g)
|
Our
current report on Form 8-K relative to termination of an executive’s
employment filed April 1, 2010.
|
|
(h)
|
Our
notice of annual meeting of shareholders and definitive proxy statement
filed April 14, 2010 relative to the election of directors and
ratification of the appointment of Ernst & Young LLP as our
independent registered public accounting firm for the year ending December
31, 2010.
|
|
(i)
|
Our
quarterly report on Form 10-Q filed May 12, 2010 for the quarter ended
March 31, 2010.
|
All
documents we file after the date of this Registration Statement pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date hereof,
and prior to filing of a post-effective amendment that indicates that all the
securities offered hereby have been sold or that deregisters the securities
offered hereby then remaining unsold, shall also be deemed incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item
4. Description of Securities
Not applicable.
Item
5. Interests of Named Experts and Counsel
The law firm of Hedger & Hedger,
Hershey, Pennsylvania, has passed upon certain legal matters relating to the
shares of common stock covered by this registration
statement. Raymond C. Hedger, Jr., a member of Hedger & Hedger,
owns 1,250 shares of the Registrant’s common stock and options to purchase
34,375 shares of the Registrant’s common stock exercisable at per share prices
ranging from $3.12 to $7.20.
Item
6. Indemnification of Directors and Officers
Sections 1741 and 1742 of the
Pennsylvania Business Corporation Law of 1988 empower the Company, and the
bylaws of the Company provide that it shall have the power, to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in, or in the case of actions undertaken other than in his official capacity,
not opposed to, the best interest of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful; except that, in the case of an action or suit by or in the right
of the Company, no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Company unless
and only to the extent that the court in which such action or suit was brought
shall determine that such person is fairly and reasonably entitled to indemnity
for proper expenses.
Item
7. Exemption from Registration Claimed
Not applicable.
Item
8. Exhibits
Exhibit
Number
|
|
Description
|
4.1
|
|
The
Derma Sciences, Inc. Stock Option Plan, as amended November 29, 2007
(previously filed as Exhibit 10.08 to the Registrant’s Form 10-KSB filed
on April 1, 2008 and incorporated herein by reference).
|
4.2
|
|
The
Derma Sciences, Inc. Restricted Stock Plan (previously filed as Appendix D
to the Registrant’s Proxy Statement filed on April 5, 2006 and
incorporated herein by reference).
|
5.1
|
|
Opinion
of Hedger & Hedger regarding the legality of the securities being
registered
|
23.1
|
|
Consent
of Ernst & Young LLP.
|
23.2
|
|
Consent
of Hedger & Hedger (included in its opinion filed as Exhibit
5.1)
|
24.1
|
|
Power of Attorney (included on the
signature pages of this Registration
Statement)
|
Item
9. Undertakings
The
undersigned Registrant undertakes:
(l) To file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of the securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement; provided, however, that
paragraphs (l)(i) and (l)(ii) do not apply if the registration statement is on
Form S-3 or Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That, for the purpose of determining
liability under the Securities Act of 1933 to any
purchaser:
|
(i)
|
If the Registrant is relying on
Rule 430B:
|
(A) Each prospectus filed by the Registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of and included in
the registration statement; and
(B) Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act of 1933 shall
be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first
use.
(5) That,
for purposes of determining any liability under the Securities Act of 1933 each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described under Item 15 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
[Signatures
on next page]
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, on the 20th day of May,
2010.
|
DERMA
SCIENCES, INC. |
|
|
|
|
|
|
By:
|
/s/ Edward
J. Quilty |
|
|
|
Edward
J. Quilty
President
and Chief Executive Officer
|
|
POWER
OF ATTORNEY
Know all
men by these presents, that each person whose signature appears below
constitutes and appoints each of Edward J. Quilty and John E. Yetter as his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits to be
filed also, 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 or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature
|
|
Capacity in Which
Signed
|
|
Date
|
/s/ Edward J.
Quilty
|
|
President,
Chief Executive Officer and
|
|
May
20, 2010
|
Edward
J. Quilty |
|
Chairman of the Board of
Directors
(Principal Executive
Officer)
|
|
|
|
|
|
|
|
/s/ John E. Yetter,
CPA
|
|
Vice
President and Chief Financial Officer
|
|
May
20, 2010
|
John
E. Yetter, CPA |
|
(Principal Financial and
Accounting Officer)
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May
20, 2010
|
Srini
Conjeevaram |
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May
20, 2010
|
Stephen
T. Wills, CPA, MST |
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May
20, 2010
|
James
T. O’Brien |
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May
20, 2010
|
C.
Richard Stafford, Esq. |
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May
20, 2010
|
Richard
J. Keim |
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May
20, 2010
|
Robert
J. Moussa |
|
|
|
|
/s/ Bruce F.
Wesson
|
|
Director
|
|
May
20, 2010
|
Bruce
F. Wesson |
|
|
|
|
|
|
|
|
|
/s/ Brett D.
Hewlett
|
|
Director
|
|
May
20, 2010
|
Brett
D. Hewlett |
|
|
|
|
*By: |
/s/ Edward J.
Quilty
|
|
|
|
|
|
Edward
J. Quilty
Attorney-in-Fact
|
|
|
|
|