DERMA SCIENCES INC
SC 13G/A, 1998-12-21
PHARMACEUTICAL PREPARATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              -------------------

                                  SCHEDULE 13G
                                 (RULE 13D-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13D-1(B)(C) AND (D) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13D-2(B)

                               (Amendment No. 1)1


                              Derma Sciences, Inc.
                             ----------------------
                                (Name of Issuer)


                          Common Stock, $0.01 par value
                         -------------------------------
                         (Title of Class of Securities)


                                    249827106
                                 --------------
                                 (CUSIP Number)



- ----------------
      (1)  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 in the remainder of this cover page shall not
be deemed to be "filed" for the propose of Section 18 of the Securities Exchange
Act of 1934 or otherwise  subject to the  liabilities  of the section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


<PAGE>




- ----------------------------------------
CUSIP No.         249827106                               13G
- ----------------------------------------

- -------- -----------------------------------------------------------------------
1.       NAMES OF REPORTING PERSONS

                           EDWARD J. QUILTY

         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

                           ###-##-####

- -------- -----------------------------------------------------------------------
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a) [ ]
                                                                 (b) [ ]

- -------- -----------------------------------------------------------------------
3.       SEC USE ONLY


- -------- -----------------------------------------------------------------------
4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                           United States


- ---------------------- ------- -------------------------------------------------
                       5.      SOLE VOTING POWER
      NUMBER OF                1,134,107
               
       SHARES          ------- -------------------------------------------------
                       6.      SHARED VOTING POWER
    BENEFICIALLY       

      OWNED BY         ------- -------------------------------------------------
                       7.      SOLE DISPOSITIVE POWER
        EACH                   1,134,107

      REPORTING        ------- -------------------------------------------------
                       8.      SHARED DOSPISITIVE POWER
     PERSON WITH

- --------------------------------------------------------------------------------

- -------- -----------------------------------------------------------------------
9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                           1,134,107

- -------- -----------------------------------------------------------------------
10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
         CERTAIN SHARES*
                                                                          [ ]
- -------- -----------------------------------------------------------------------
11.      PERCENT OF CLASS REPRESENTED BY AMOUNT OF ROW 9

                           18.14%

- -------- -----------------------------------------------------------------------
12.      TYPE OF REPORTING PERSON*

                           00 (Passive Investor as defined in Rule 13d-1(c))

- -------- -----------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

ITEM 1

1(a)       NAME OF ISSUER:

           Derma Sciences, Inc.

1(b)       ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

           214 Carnegie Center, Suite 100, Princeton, New Jersey 08540

ITEM 2

2(a)       NAME OF PERSON FILING:

           Edward J. Quilty

2(b)       ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

           214 Carnegie Center, Suite 100, Princeton, NJ  08540

2(c)       CITIZENSHIP:

           Not Applicable

2(d)       TITLE OF CLASS OF SECURITIES:

           This statement covers a total of 1,134,107 fully diluted shares of
           Common Stock, $.01 par value per share (the "Common Stock"), of the
           Issuer. The Reporting Person as of the date hereof holds an aggregate
           of: (i) 252,167 shares of Common Stock, (ii) options for the purchase
           of Common Stock (the "Options") which as of the date hereof may be
           exercised to purchase all or a portion of 650,273 shares of Common
           Stock at a price per share of $0.80 relative to 100,000 shares,
           $1.125 relative to 170,000 shares and $1.188 relative to 380,273
           shares, and (iii) warrants for the purchase of Common Stock (the
           "Warrants") which as of the date hereof may be exercised to purchase
           all or a portion of 231,667 shares of Common Stock at a per share
           price of $.90 relative to 190,000 shares and $1.35 relative to 41,667
           shares. The Common Stock, Options, Preferred Shares and Warrants are
           referred to herein, collectively, as the "Securities".

2(e)       CUSIP NUMBER:

           249827106

ITEM 3     IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR 
           (C), CHECK WHETHER THE PERSON FILING IS A:

3(a)       [  ]   Broker or dealer registered under Section 15 of the Exchange
                  Act.
3(b)       [  ]   Bank as defined in Section 3(a)(6) of the Exchange Act.
3(c)       [  ]   Insurance company as defined in Section 3(3)(19) of the 
                  Exchange Act.
3(d)       [  ]   Investment company registered under Section 8 of the 
                  Investment Company Act.
3(e)       [  ]   An investment adviser in accordance with 
                  Rule 13d-1(b)(1)(ii)(E);
3(f)       [  ]   An employee benefit plan or endowment fund in accordance with
                  Rule 13d-1(b)(1)(ii)(G);
3(g)       [  ]   A parent holding company or control person in accordance with
                  Rule 13d-1(b)(1)(II)(G);
3(h)       [  ]   A savings association as defined in Section 3(b) of the
                  Federal Deposit Insurance Act;

<PAGE>


3(i)       [  ]   A church plan that is excluded from the  definition of an
                  investment company under Section 3(c )(14) of the Investment
                  Company Act;
3(j)       [  ]   Group in accordance with Rule 13e-1(b)(1)(ii)(J).

           If this statement is filed pursuant to Rule 13d-1(c), 
           check this box.  [x]

ITEM 4     OWNERSHIP.

           Provide the following information regarding the aggregate number and
           percentage of the class of securities of the issuer identified in
           Item 1:

4(a)       AMOUNT BENEFICIALLY OWNED:

           1,134,107 shares

4(b)       PERCENT OF CLASS:

           18.14%

4(c )      NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

           (i)    Sole power to vote or to direct the vote:            1,134,107
           (ii)   Shared power to vote or to direct the vote:               None
           (iii)  Sole power to dispose or to direct the 
                  disposition of:                                      1,134,107
           (iv)   Shared power to dispose or to direct the 
                  disposition of:                                           None

ITEM 5     OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

           If this statement is being filed to report the fact that as of the
           date hereof the reporting person has ceased to be the beneficial
           owner of more than five percent of the class of securities, check the
           following [ ].

ITEM 6     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

           Not Applicable

ITEM 7     IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
           THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

           Not Applicable

ITEM 8     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

           Not Applicable

ITEM 9     NOTICE OF DISSOLUTION OF GROUP.

           Not Applicable


<PAGE>


ITEM 10    CERTIFICATION.

           By signing below I certify that, to the best of my knowledge and
           belief, the Securities referred to above were acquired in the
           ordinary course of business and were not acquired for the purpose of
           and do not have the effect of changing or influencing the control of
           the issuer of such Securities and were not acquired in connection
           with or as a participant in any transaction having such purposes or
           effect.

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
                                             ---------------------------------
                                             By:  Raymond C. Hedger, Jr.
                                                  Attorney-in-Fact



December 21, 1998



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