SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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)
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(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).
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CUSIP No. 249827106 13G
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1. NAMES OF REPORTING PERSONS
Redwood Asset Management
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
None (foreign entity)
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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. CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
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5. SOLE VOTING POWER
NUMBER OF 500,000
SHARES ------- -------------------------------------------------
6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY ------- -------------------------------------------------
7. SOLE DISPOSITIVE POWER
EACH 500,000
REPORTING ------- -------------------------------------------------
8. SHARED DOSPOSITIVE POWER
PERSON WITH
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT OF ROW 9
9.87%
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12. TYPE OF REPORTING PERSON*
00 (Passive Investor as defined in Rule 13d-1(c))
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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:
Redwood Asset Management
2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Ovre Ullorn Terrasse 32, 0358, Norway
2(C) CITIZENSHIP:
Not Applicable
2(D) TITLE OF CLASS OF SECURITIES:
This statement covers a total of 500,000 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)
250,000 shares of Series A Convertible Preferred Stock, $.01 par value
per share, of the Issuer (the "Preferred Shares") which as of the date
hereof are convertible into an aggregate of 250,000 shares of Common
Stock, and (ii) 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 250,000 shares of Common Stock at the per share price of
$.90. The 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;
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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:
500,000 shares
4(B) PERCENT OF CLASS:
9.87%
4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote: 500,000
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the disposition of: 500,000
(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
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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.
REDWOOD ASSET MANAGEMENT
By: /s/ Morton Horness
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Morton Hornness
May 7, 1998
