SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 9, 1998
DERMA SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 1-31070 23-2328753
(State or other jurisdiction (Commission (IRS employer
of incorporation) File Number) identification number)
214 Carnegie Center, Suite 100
Princeton, NJ 08540
(609) 514-4744
(Address including zip code and telephone
number, of principal executive offices)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 9, 1998 (the "Closing Date"), pursuant to an Agreement and
Plan of Merger dated as of July 7, 1998 (the "Merger Agreement") by and among
Derma Sciences, Inc., a Pennsylvania corporation (the "Company"), Derma Merging
Corporation, a Pennsylvania corporation and wholly-owned subsidiary of the
Company ("Sub"), and Genetic Laboratories Wound Care, Inc., a Minnesota
corporation ("GLWC"), the Company acquired GLWC by means of a merger (the
"Merger") of Sub with and into GLWC with GLWC surviving in the Merger. As a
result of the Merger, GLWC became a wholly-owned subsidiary of the Company.
Pursuant to the Merger Agreement, each outstanding share of Common
Stock of GLWC, $.01 par value per share ("GLWC Common Stock"), was converted
into the right to receive 0.70 shares of Common Stock of the Company, $.01 par
value per share ("the Company Common Stock"). Based on the capitalization of
GLWC as of the Closing Date, GLWC stockholders have the right to receive
approximately 1,683,000 shares of the Company Common Stock. Fractional shares
otherwise issuable in the Merger will be rounded to the next highest whole
share. All options to purchase GLWC Common Stock outstanding immediately prior
to the Merger will be converted into options to purchase shares of the Company
in accordance with the Merger Agreement.
GLWC is engaged in the development, marketing and sale of proprietary
consumable wound care products. GLWC's primary products are sterile pressure
sensitive adhesive wound closure strips, specialty pressure sensitive adhesive
fasteners and tubular net dressings.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The financial statements of GLWC set forth at pages 15 through 25 of
GLWC's Annual Report (the "GLWC Annual Report") under Section 13 or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), on Form
10-KSB for the fiscal year ended May 31, 1998 filed with the Securities and
Exchange Commission (the "Commission") on September 3, 1998, is hereby
incorporated by reference herein and filed as Exhibit 99.1 hereto pursuant to
Rule 12b-23(a)(3) of the Exchange Act.
(b) Pro Forma Financial Information
The Unaudited Pro Forma Combined Condensed Financial Statements of the
Company and GLWC set forth at pages 38 through 43 of the Joint Proxy
Statement/Prospectus dated July 17, 1998 (the "Proxy Statement/Prospectus")
filed as part of the Company's Registration Statement on Form S-4 (File No.
333-59319), which Proxy Statement/Prospectus was filed with the Commission on
July 17, 1998, are hereby incorporated by reference herein and filed as Exhibit
99.2 hereto pursuant to Rule 12b-23(a)(3) of the Exchange Act. The Unaudited Pro
Forma Combined Condensed Balanced Sheets at June 30, 1998 and the Unaudited Pro
Forma Combined Condensed Statements of Operations for the Six Months Ended June
30, 1998 of the Company and GLWC will be filed by amendment hereto not later
than November 27, 1998.
(c) Exhibits:
2.1 Agreement and Plan of Merger dated as of July 7, 1998 by and
among Derma Sciences, Inc., Derma Merging Corporation and
Genetic Laboratories Wound Care, Inc. (previously filed as
Appendix A to the Company's Form S-4 Registration Statement
filed on July 17, 1998 and incorporated herein by reference).
23.1 Consent of McGladrey & Pullen, LLP
99.1 Financial Statements of Genetic Laboratories Wound Care, Inc.
(incorporated by reference from the GLWC Annual Report).
99.2 Unaudited Pro Forma Combined Condensed Financial Statements of
Derma Sciences, Inc. and Genetic Laboratories Wound Care, Inc.
(incorporated by reference from the Proxy Statement/
Prospectus).
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DERMA SCIENCES, INC.
Date: September 23, 1998 By: /s/ Stephen T. Wills
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Stephen T. Wills, CPS,MST
Vice President and
Chief Financial Officer
Consent of Independent Auditors
We hereby consent to the incorporation by reference in this Current Report on
Form 8-K of our report, dated June 25, 1998 (July 7, 1998, as to Note 7), which
appears on page 15 of the Annual Report on Form 10-KSB of Genetic Laboratories
Wound Care, Inc. for the year ended May 31, 1998.
/s/ McGladrey & Pullen, LLP
Minneapolis, Minnesota
September 23, 1998
