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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Derma Sciences, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
249827106
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(CUSIP Number)
Steven N. Machtinger
General Counsel
Hambrecht & Quist California
One Bush Street, San Francisco, CA 94104
(415) 439-3300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 9, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
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Cusip No. 249827106
Page 2 of 10 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Hambrecht & Quist Group
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
1,225,000 (see Item 5(a))
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,225,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,225,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
14 TYPE OF REPORTING PERSON
CO
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Cusip No. 249827106
Page 3 of 10 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Hambrecht & Quist California
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
1,225,000 (see Item 5(a))
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,225,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,225,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
14 TYPE OF REPORTING PERSON
CO
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Cusip No. 249827106
Page 4 of 10 Pages
ITEM 1. SECURITY AND ISSUER.
This statement covers a total of 1,225,000 fully diluted shares of Common
Stock, $.01 par value per share (the "Common Stock"), of Derma Sciences, Inc., a
Pennsylvania corporation (the "Company" or "Derma Sciences"). The Reporting
Persons as of the date hereof hold an aggregate of (i) 612,500 shares of Series
A Convertible Preferred Stock, $.01 par value per share of the Company (the
"Preferred Shares"), which as of the date hereof are convertible into 612,500
shares of Common Stock (ii) and warrants for the purchase of 612,500 shares of
Common Stock (the "Warrants"). The Preferred Shares and Warrants are referred
to herein, collectively, as the "Securities."
The Company's principal executive offices are located at 214 Carnegie
Center, Suite 100, Princeton, NJ 08540.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b) & (c) The following information is given with respect to the
persons filing this statement:
HAMBRECHT & QUIST GROUP ("H&Q Group") is a publicly-held Delaware
corporation formed in 1996 with its principal office at One Bush Street, San
Francisco, California 94104. In addition to being engaged, through its
subsidiary, Hambrecht & Quist LLC, in the investment banking and broker-dealer
businesses, H&Q Group through associated entities, is engaged in the venture
capital and money management businesses. The directors and executive officers of
H&Q Group are the following:
<TABLE>
<CAPTION>
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
<S> <C> <C> <C>
Daniel H. Case III Director, Chairman One Bush Street Same as
and CEO San Francisco, CA Position
94104
Howard B. Director c/o Hambrecht & Quist President of
Hillman One Bush Street Auto-Trol
San Francisco, CA Technology
94104 Corp.
William E. Director c/o Hambrecht & Quist Founder,
Mayer One Bush Street Development
San Francisco, CA Capital LLC
94104
</TABLE>
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Cusip No. 249827106
Page 5 of 10 Pages
<TABLE>
<CAPTION>
<S> <C> <C> <C>
William J. Perry Director c/o Hambrecht & Quist Professor,
One Bush Street Stanford
San Francisco, CA University
94104
Edmund H. Director c/o Hambrecht & Quist Vice President
Shea, Jr. One Bush Street of J.F. Shea
San Francisco, CA Co., Inc.
94104 (construction
and venture
capital)
William R. Director, Vice One Bush Street Same as
Timken Chairman San Francisco, CA Position
94104
David M. Chief Operating One Bush Street Same as
McAuliffe Officer San Francisco, CA Position
94104
Patrick J. Allen CFO One Bush Street Same as
San Francisco, CA Position
94104
Steven N. Secretary One Bush Street Same as
Machtinger San Francisco, CA Position
94104
</TABLE>
HAMBRECHT & QUIST CALIFORNIA ("H&Q California"), wholly owned by H&Q Group,
is a California corporation formed in 1982 with its principal office at One Bush
Street, San Francisco, California 94104. In addition to being engaged, through
its subsidiary, Hambrecht & Quist LLC, in the investment banking and
broker-dealer businesses, H&Q California directly and through associated
entities, is engaged in the venture capital and money management businesses.
The directors and executive officers of H&Q California are the following:
<TABLE>
<CAPTION>
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
<S> <C> <C> <C>
Daniel H. Case III Director, Chairman One Bush Street Same as
and CEO San Francisco, CA Position
94104
Howard B. Director c/o Hambrecht & Quist President of
Hillman One Bush Street Auto-Trol
San Francisco, CA Technology
94104 Corp.
William E. Director c/o Hambrecht & Quist Founder,
Mayer One Bush Street Development
San Francisco, CA Capital LLC
94104
</TABLE>
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Cusip No. 249827106
Page 6 of 10 Pages
<TABLE>
<CAPTION>
<S> <C> <C> <C>
William J. Perry Director c/o Hambrecht & Quist Professor,
One Bush Street Stanford
San Francisco, CA University
94104
Edmund H. Director c/o Hambrecht & Quist Vice President
Shea, Jr. One Bush Street of J.F. Shea
San Francisco, CA Co., Inc.
94104 (construction
and venture
capital)
William R. Director, Vice One Bush Street Same as
Timken Chairman San Francisco, CA Position
94104
Patrick J. Allen CFO One Bush Street Same as
San Francisco, CA Position
94104
Steven N. Secretary One Bush Street Same as
Machtinger San Francisco, CA Position
94104
</TABLE>
(d) & (e) To the best knowledge of the reporting persons, during the last
five years none of the reporting persons or their officers, directors or
controlling persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) All individuals referred to above are United States citizens except as
indicated.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds for th acquisition of the Securities were allocated from the
working capital of H&Q California.
The Preferred Shares and the Warrants were acquired by H&Q California
through the conversion, effected on or about February 9, 1998, of certain
Convertible Debentures due 1998 of the Company ("Debentures"). H&Q California
acquired Debentures in an aggregate principal amount of $490,000 for $490,000 in
cash.
ITEM 4. PURPOSE OF TRANSACTION.
The owners listed in Item 5 purchased the Securities of the Company for
general investment purposes. The owners listed in Item 5 may acquire additional
shares of Common Stock of the Company, based upon their respective investment
decisions. It is not contemplated that any of the acquisitions reported
hereunder or any future acquisitions will result in any change in the present
management of the Company.
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Cusip No. 249827106
Page 7 of 10 Pages
The owners listed in Item 5 have no present plans or proposals which relate
to or would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(b) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(c) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term
of directors or fill any existing vacancies on the board;
(d) any material change in the present capitalization or dividend policy
of the Company;
(e) any other material change in the Company's business or corporate
structure;
(f) changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Company by any person;
(g) causing a class of securities of the Company to be delisted from a
national securities exchange or cease to be quoted in an inter-dealer
quotation system of a registered national securities association;
(h) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act; or
(i) any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
H&Q California as of the date hereof holds an aggregate of 612,500
Preferred Shares, which as of the date hereof are convertible into 612,500
shares of Common Stock and Warrants for the purchase of 612,500 shares of Common
Stock, which as of the date hereof may be exercised for an aggregate of 612,500
shares of Common Stock. Based on the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1997, there were 4,567,632 shares of Common
Stock outstanding as of March 24, 1998.
The 1,225,000 shares beneficially owned by H&Q Group is a result of its
interest in H&Q California. H&Q Group is the sole parent of H&Q California.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
To the best knowledge and belief of the reporting persons, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 or between such persons and any person with
respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Cusip No. 249827106
Page 8 of 10 Pages
A. Joint Filing Undertaking as required by Rule 13d-1(f).
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.
DATED: May 15, 1998
HAMBRECHT & QUIST GROUP
By: /s/ Patrick J. Allen
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Chief Financial Officer
HAMBRECHT & QUIST CALIFORNIA
By: /s/ Patrick J. Allen
--------------------------
Chief Financial Officer
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EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 10
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JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to the Schedule 13D to evidence the agreement of the
below-named parties, in accordance with rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule 13D jointly on behalf of
each of such parties.
DATED: May 15, 1998
HAMBRECHT & QUIST GROUP
By: /s/ Patrick J. Allen
--------------------------
Chief Financial Officer
HAMBRECHT & QUIST CALIFORNIA
By: /s/ Patrick J. Allen
--------------------------
Chief Financial Officer
