UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
Derma Sciences, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
249827106
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(CUSIP Number)
Raymond C. Hedger
Hedger & Hedger
1800 Linglestown Road, Suite 206, Harrisburg, PA 17110
(717) 238-1800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 24, 1997
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
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PAGE 2
CUSIP No. 249827106 Schedule 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward J. Quilty ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
523,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
523,000
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
523,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.72%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
PAGE 3
CUSIP No. 249827106 Schedule 13D
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, $.01 par value (the
"Common Stock"), of Derma Sciences, Inc., a Pennsylvania corporation (the
"Issuer"), whose principal executive offices are located at 214 Carnegie Center,
Suite 100, Princeton, New Jersey 18518.
The principal executive officers of the Issuer, all of whom may be
reached at the Issuer's principal executive offices, are set forth below:
NAME POSITION(S)
Edward J. Quilty Chairman of the Board
Richard S. Mink Chief Operating Officer
Charles F. Caudell, III Executive Vice President for Field Operations
Stephen T. Wills, CPS, MST Vice President and Chief Financial Officer
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Edward J. Quilty (the "Reporting
Person"). Certain information with respect to the Reporting Person is set forth
below:
Name and Address Edward J. Quilty
214 Carnegie Center
Suite 100
Princeton, NJ 08540
Principal Occupation: Chairman of the Board of Directors of the Issuer;
Chairman of the Board, President and CEO of
Palatin Technologies, Inc
Criminal convictions: None
Civil proceedings: None
Citizenship: United States
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PAGE 4
CUSIP No. 249827106 Schedule 13D
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source and amounts of funds used by the Reporting Person to effect
the purchase on November 24, 1997 of the Issuer's Common Stock consisted of bank
financing in the overall amount of $285,000 from Summit Bank, Hackensack, New
Jersey. The subject loan bears interest at the variable rate of 0.5% above the
bank's base rate (currently 8.5%) and is payable as follows: (1) interest only
until December 31, 1998, and (2) commencing March 31, 1999, equal quarterly
payments, consisting of principal and interest, sufficient to amortize the loan
over a five year period ending on December 31, 2002.
The principal obligor on the loan, and the legal owner of the common
stock of the Issuer purchased with the proceeds thereof, is Med-Tec, LLC, a
limited liability company organized under the laws of the state of New Jersey.
The Reporting Person is a member of Med-Tec, LLC and is responsible for, and has
personally guaranteed payment of, solely that portion of the loan to Med-Tec,
LLC (i.e. $152,000) which Med-Tec, LLC utilized to effect the November 24, 1997
purchase of the Issuer's common stock for the benefit of the Reporting Person.
ITEM 4. PURPOSES OF THE TRANSACTIONS
The purpose of the reported, and all previous, acquisitions of the
Issuer's common stock is investment without a view, presently or ultimately, to
acquiring control of the Issuer. The Reporting Person serves as Chairman of the
Board of Directors of the Issuer. In this capacity, the Reporting Person has
proposed, and may in the future propose, candidates for election to the Issuer's
board of directors. There is no agreement or arrangement between the Reporting
Person and the Issuer with respect to election of candidates proposed by the
Reporting Person. The inclusion of such candidates in management's slate of
directors to be submitted for consideration by the Issuer's shareholders is
entirely at the discretion of the Issuer's board of directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The following table depicts shares of the Issuer's common stock as to
which the Reporting Person maintains beneficial ownership. The Reporting Person
maintains both voting power and dispositive power relative to all such shares:
BENEFICIAL SHARE OWNERSHIP
Owned Currently 210,500
Exercisable Options(1) 122,500
Exercisable Warrants(2) 190,000
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Total 523,000
(1) Exercisable at $0.80 per share.
(2) Exercisable at $0.90 per share.
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PAGE 5
CUSIP No. 249827106 Schedule 13D
On November 19, 1997, the Reporting Person purchased from the Issuer,
through Med-Tec, LLC (see Item 3 above), in a transaction not involving a public
offering, $152,000 in aggregate principal amount of the Issuer's convertible
debentures. Med-Tec, LLC, on November 24, 1997, converted the foregoing
debentures, pursuant to the terms thereof, into 190,000 shares of the Issuer's
common stock and warrants to purchase 190,000 shares of common stock exercisable
at $0.90 per share. For further information concerning the Issuer's private
offering of convertible debentures and the conversion thereof into common stock
and warrants to purchase common stock, please refer to the Issuer's Current
Report on Form 8-K filed November 24, 1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The Reporting Person has applied for permission on the grounds of
hardship to supply the loan documents between Med-Tec, LLC and Summit Bank, as
referenced in Item 3 hereof, in paper format.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Edward J. Quilty
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Edward J. Quilty
December 4, 1997
