DERMA SCIENCES INC
SC 13D, 1998-02-02
PHARMACEUTICAL PREPARATIONS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                          (Amendment No.____________)*

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

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

                                    249827106
- --------------------------------------------------------------------------------
                                 (CUSIP Number)
                                Raymond C. Hedger
                                 Hedger & Hedger
             1800 Linglestown Road, Suite 206, Harrisburg, PA 17110

                                 (717)238-1800
- --------------------------------------------------------------------------------
                  (Name,Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                January 23, 1998
- --------------------------------------------------------------------------------
                      (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))

<PAGE>

PAGE 2

CUSIP No.  249827106                                                Schedule 13D
- --------------------------------------------------------------------------------
   1   NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Mary G. Clark    ###-##-####
- --------------------------------------------------------------------------------
   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                             (a)  [  ]
                                                             (b)  [  ]
- --------------------------------------------------------------------------------
   3   SEC USE ONLY

- --------------------------------------------------------------------------------
   4   SOURCE OF FUNDS*

- --------------------------------------------------------------------------------
   5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
       ITEMS 2(d) OR 2(e)                                         [  ]

- --------------------------------------------------------------------------------
   6   CITIZENSHIP OR PLACE OF ORGANIZATION

         United States
- --------------------------------------------------------------------------------
   NUMBER OF      7    SOLE VOTING POWER
     SHARES                 775,474
  BENEFICIALLY    --------------------------------------------------------------
    OWNED BY      8    SHARED VOTING POWER
      EACH
   REPORTING      --------------------------------------------------------------
     PERSON       9    SOLE DISPOSITIVE POWER
      WITH                 775,474
                  --------------------------------------------------------------
                  10   SHARED DISPOSITIVE POWER

- --------------------------------------------------------------------------------
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         775,474
- --------------------------------------------------------------------------------
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

                                                                    [  ]
- --------------------------------------------------------------------------------
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         16.98%
- --------------------------------------------------------------------------------
  14   TYPE OF REPORTING PERSON*

         IN
- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!


<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 Mary G.  Clark  (the  "Reporting
Person").  Certain information with respect to the Reporting Person is set forth
below:


Name  and Address            Mary G. Clark
                             201 Joleona Drive
                             Clarks Summit, PA 18940

Principal Occupation:        Founder and Director of Issuer;
                             Special Consultant for Scientific Affairs to Issuer

Criminal convictions:        None

Civil proceedings:           None

Citizenship:                 United States


<PAGE>


PAGE 4

CUSIP No.  249827106                                                Schedule 13D

Item 3.  Source and Amount of Funds or Other Consideration

         Not Applicable.

Item 4.  Purposes of the Transactions

         Not Applicable.

Item 5.  Interest in Securities of the Issuer

         See cover page,  items 7, 9 and 11. The Reporting Person maintains both
voting power and dispositive power relative to all such shares.

         On January 23, 1998 the Reporting  Person sold,  in a  transaction  not
involving a public  offering,  250,000 shares of common stock of the Issuer,  at
$1.00 per  share,  to three  institutional  investors.  The Issuer has agreed to
register for public resale the shares transferred in this transaction.

Item 6.  Contracts, Arrangements, Understandings or Relationships with respect
         to Securities of the Issuer

         None.

Item 7.  Material to Be Filed as Exhibits

         1.  Limited power of attorney

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/ Mary G. Clark*
                               ----------------------
                           By: Raymond C. Hedger, Jr.
                               Attorney-in-Fact


February 2, 1998

*    Signed by Raymond C. Hedger,  Jr. as  attorney-in-fact  pursuant to Limited
     Power of Attorney dated January 23, 1998 and filed as Exhibit 1.


<PAGE>

EXHIBIT 1

                            LIMITED POWER OF ATTORNEY


         I, THE UNDERSIGNED MARY G. CLARK,  hereby authorize and appoint Raymond
C.   Hedger,   Jr.,   Hedger  &   Hedger,   Harrisburg,   Pennsylvania,   as  my
attorney-in-fact  for me and on my  behalf  to  file  such  Schedules  13D,  and
amendments  thereto,  with the United States Securities and Exchange  Commission
and  National  Securities  Exchanges  as may be  required  under the  Securities
Exchange Act of 1934, Regulations thereunder and the Rules of said Exchanges.

        IN WITNESS  WHEREOF,  I have  hereunder  placed my hand this 23rd day of
January, 1998.


                                                  /s/ Mary G. Clark
                                                  ---------------------------



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