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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
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): June 4, 1999
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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<PAGE>
Item 5. Other Events
Derma Sciences, Inc. (the "Registrant") on June 4, 1999 entered into a
sales agreement with Beverly Enterprises, Inc. (NYSE:BEV) ("Beverly"), the
nation's largest provider of long-term (nursing and convalescent) healthcare
services. The agreement provides for the sale to Beverly of Registrant's skin
care products, including soaps, body washes, shampoos bath additives and
moisturizing lotions, together with Registrant's wound care products Dermagran
Ointment and Dermagran Moisturizing Spray.
The Registrant expects that revenues from sales pursuant to the agreement
will be in excess of $2 million per year. Initial shipments under the agreement
are expected before the end of June, 1999.
The agreement runs through May 31, 2001 with an option on the part of
Beverly to extend the agreement for an additional year. The agreement may be
terminated by Registrant or Beverly upon ninety days notice.
For further information relative to the agreement, please refer to the
Agreement and related press release attached as exhibits hereto and incorporated
by reference herein.
Statements contained in this document that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "intend," "could," "estimate" or "continue" are intended to
identify forward-looking statements. Readers are cautioned that certain
important factors may affect the Registrant's actual results and could cause
such results to differ materially from any forward-looking statements which may
be made in this document or which are otherwise made by or on behalf of the
Registrant. Factors which may affect the Registrant's results include, but are
not limited to, product demand, market acceptance, impact of competitive
products and prices, product development, completion of an acquisition,
commercialization or technological difficulties, the success or failure of
negotiations and trade, legal, social and economic risks. Additional factors
that could cause or contribute to differences between the Registrant's actual
results and forward-looking statements include, but are not limited to, those
discussed in the Registrant's filings with the Securities and Exchange
Commission.
Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits:
10.01 Agreement dated June 4, 1999 between the Registrant and Beverly
Enterprises, Inc.
99 Press release dated June 8, 1999
<PAGE>
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: June 9, 1999 By: /s/ Stephen T. Wills
-------------------------------------------
Stephen T. Wills, CPA, MST
Vice President and Chief Financial Officer
EXHIBIT 10.01
AGREEMENT
THIS AGREEMENT ("Agreement") is entered into by and between Derma Sciences,
Inc. ("Vendor") and Beverly Enterprises, Inc. and its subsidiaries ("Beverly")
on behalf of itself and all facilities owned or operated by Beverly
(individually, a "Beverly Facility" and collectively, the "Beverly Facilities").
IN CONSIDERATION of the mutual promises and covenants herein contained, and
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Agreement to Sell. Vendor agrees to sell to Beverly's distributor of
choice the goods identified on Exhibit "A" attached hereto (the "Goods.") The
Goods will have the specifications, features, pricing and carton specifications
detailed on Exhibit "A."
2. Agreement to Purchase. Vendor shall be the primary supplier to Beverly's
distributor of choice for the Goods. Beverly will work in good faith with the
Beverly Facilities to assure purchasing of the Goods from Vendor provided that
acceptable standards of service, timing, quantity and quality are consistently
maintained.
3. Term of Agreement. The term of this Agreement ("Term") shall begin on
June 1, 1999 and run through May 31, 2001; provided, however, Beverly may, at
its option, extend this Agreement for an additional year upon notice to Vendor
given not later than ninety days prior to termination hereof; provided, further,
in the event Beverly exercises the foregoing option, prices for the Goods in
effect during the option year shall be renegotiated by the parties hereto.
4. Distribution and Payment Terms. Vendor shall ship the Goods upon
<PAGE>
order from such distributor(s) as Beverly may, from time to time, designate
(individually, a "Beverly Distributor" and collectively, the "Beverly
Distributors"). Vendor shall invoice the Beverly Distributors for ordered Goods
at Vendor's standard "distributor list price" for such Goods. Thereafter, Vendor
shall credit to such Beverly Distributor's account with Vendor an amount equal
to the difference between Vendor's "distributor list price" to such Beverly
Distributor for the subject Goods and the price therefor set forth on Exhibit
"A" hereof.
The foregoing notwithstanding, in the event Beverly certifies to Vendor
that a Beverly Distributor distributes products exclusively to Beverly, then
Vendor shall invoice such Beverly Distributor for ordered Goods at the price
therefor set forth on Exhibit "A" hereof. Beverly so certifies Liberty Foods,
Inc., a wholly owned subsidiary of Beverly, and Vendor accepts such
certification.
5. Shipment. All Goods shall be shipped in their normally stored condition
with all orders properly marked and packaged in accordance with the
specifications heretofore determined by Beverly, Beverly Distributors and
Vendor.
6. Labels. The labels required by statute or regulation on the Goods
shipped by Vendor shall in all material respects be in the form required by all
applicable state and federal rules and regulations.
7. Liability Insurance. Vendor shall maintain product liability insurance
with a reputable and financially sound carrier in the amount of $2,000,000
providing coverage for liability of Vendor for the sale of unreasonably
dangerous products to Beverly together with other customary product liability
coverage.
8. Damage to Shipments. If any shipment is damaged, distributor will
resolve any claim for damages by first filing a claim for such damages with the
shipper of the subject Goods.
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<PAGE>
The risk of loss shall pass to Distributor upon acceptance of each shipment.
9. Pricing. The price for the Goods shall be the purchase price indicated
on the product formulary attached hereto as Exhibit "A."
10. Facility Contact by Vendor. Vendor will not mail, e-mail or deliver
literature, product information or direct mail materials that have not been
reviewed and approved by the Beverly Procurement Department. This does not
include the Vendor's standard catalog mailings.
11. Termination Clause. This Agreement may be terminated by either party,
no fault, no cause with ninety (90) days written notice.
12. Value Added Services.
A. Dispenser Program
(i) Beverly logo, "Press Pak" dispensers will be provided at no charge, and
in a quantity sufficient to meet Beverly's immediate and on-going needs.
(ii) Vendor will rebate to Beverly the amount of two dollars per installed
Press Pak dispenser.
(iii) Vendor will provide to Beverly a written installation and removal
plan within thirty (30) days of execution hereof. The plan shall provide for,
inter alia, (a) removal of old dispensers, (b) installation of new "Press Pak"
dispensers, (c) indemnification, secured by insurance, with respect to
installation and removal, and (d) procedures for instituting claims relative to
damages associated with installation and removal.
(iv) Vendor will provide Beverly gallon bottle, chrome brackets at no
charge and in a quantity sufficient to meet Beverly's immediate and on-going
needs.
B. Education and Inservice Support.
(i) Vendor will provide at no charge customized "Beverly Users Manuals" for
all
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<PAGE>
Derma Sciences products to include instructions for use, MSD Sheets, cross
reference to competitive products and any other Beverly specific information,
policy, instructions and protocols deemed necessary by Beverly.
(ii) Vendor will produce and supply at no charge custom videotaped programs
on handwashing, perineal care, resident bathing, and/or any other Beverly
specific program as related to skin care or Derma Science products.
C. Customer Service
Vendor will maintain a full-time sales, clinical and customer service staff
adequate to meet the on-going needs of Beverly.
13. Implementation Plan. Vendor will provide to Beverly a written
implementation plan within thirty (30) days of execution hereof. The plan shall
be comprehensive with timelines defined. Vendor will furnish weekly status
reports as to progress of implementation.
14. Year 2000 Compliance and Warranty.
A. Vendor represents and warrants that:
(i) Its internal computer (including both hardware and software) and
information technology systems (collectively referred to hereinafter as the "IT
Systems") and any Date Dependent Products provided or sold to Beverly by or
through Vendor under this Agreement are Year 2000 compliant and designed to be
used prior to, during, and after the calendar year 2000 A.D.
(ii) Said IT Systems and Date Dependent Products will operate during each
such time period without error relating to Date Data, specifically including any
error relating to, or the product of, Date Data which represents or references
different centuries or more than one century.
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<PAGE>
B. Vendor further warrants and represents that its IT Systems and Date
Dependent Products are and will continue to be Year 2000 Compliant. All data
processing by the IT Systems and/or Date Dependent Products will include Four
Digit Year Format and recognize and correctly process dates for Leap Year.
Additionally, all date sorting by the IT Systems and/or Date Dependent Products
that include a "year category" shall be done based on the Four Digit Year Format
code.
C. Definitions:
(i) Date Data. Any data or input which includes a reference to date.
(ii) Date Dependent Product. A product or system sold to or provided to
Beverly by Vendor is date dependent if it inputs, processes, stores, outputs or
displays date information or if a system/product is affected in any way by the
storage of or access to Date Data.
(iii) Four Digit Year Format. A format that allows entry or processing of a
four digit year date: the first two digits shall designate the century and the
second two digits shall designate the year within the century. As an example,
1996 shall mean the 96th year of the 20th century.
(iv) Leap Year. The year during which an extra day is added in February
(February 29th). Leap Year occurs in all years divisible by 400 or evenly
divisible by 4 and not evenly divisible by 100. For example, 1996 is a Leap Year
since it is divisible by 4 and not evenly divisible by 100. 2000 is a Leap Year
since it is divisible by 400.
(v) Year 2000 Compliant. Data outside of the range 1990-1999 will be
correctly processed in the IT Systems or Date Dependent Products software as
well as any level of hardware including, but not limited to, microcode,
firmware, application programs, files and databases.
D. Remedies for Non-Compliance of Year 2000 Warranty. It shall be a Vendor
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<PAGE>
breach under this Agreement if its IT Systems and/or any Date Dependent Products
sold or provided to Beverly fail to maintain and uphold the Year 2000 Compliance
Performance Warranty. In such event, Beverly shall be afforded those remedies as
set out hereinbelow:
(i) Vendor shall forthwith refund to Beverly the total purchase price paid
for any such non-complying Date Dependent Products; and
(ii) Vendor shall hold Beverly harmless, and at its own expense defend or
settle any claims, suits, actions or proceedings brought against Beverly to the
extent such claim, suit, action or proceeding is based upon or arising from
Vendor's breach of its representations and/or warranties set forth in this
Agreement. Vendor shall pay all damages and costs finally awarded against
Beverly (or payable by Beverly pursuant to a settlement agreement or settlement
agreements) in connection with any such claim, suit, action or proceeding.
15. Notices. All notices, payments, demands, or consents required or
permitted under this Agreement shall be in writing and shall be delivered
personally or sent by certified or registered mail to the respective parties at
the address set forth below or at such other address as shall be given by either
party to the other in writing:
To Beverly:
Beverly Enterprises, Inc.
Corporate Procurement
5111 Rogers Avenue, Suite 40A
Fort Smith, AR 72919-4300
To Vendor:
Derma Sciences, Inc.
214 Carnegie Center
Suite 100
Princeton, NJ 08540
6
<PAGE>
16. Shortages in Shipments. If any shipment of Goods to Distributor is not
delivered in accordance with the quantity ordered by Distributor, the order will
only be accepted by Distributor after the quantity of such shortages is duly
noted on both the bill of lading and the freight bill. In the event of any
shortage in the shipment of Goods, Distributor will attempt to immediately
notify: (a) the delivery department or such similar division of the shipper of
such Goods; and (b) Vendor's customer service department.
17. Binding Effect of Agreement. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties, their personal and legal
representatives and their heirs, successors and permitted assigns.
18. Assignment. Neither party may assign, sell, transfer or otherwise
alienate this Agreement, or any duty obligation or right under this Agreement,
without the express written consent of the other party which consent shall not
be unreasonably withheld. Any corporate restructuring is exempt from the
limitations of this paragraph.
19. Entire Agreement. This Agreement and the Confidentiality Agreement
constitute the entire agreement and understanding between the parties and
supersede all prior oral and written understandings, representations and
discussions between the parties respecting its subject matter. The Agreement may
not be changed or modified except by subsequent written amendment executed by
both parties.
20. Relationship Between Parties. Each party hereto is an independent
contractor and nothing in this Agreement shall create or be construed to create
a partnership, joint venture or agency relationship. Beverly does not grant to
Vendor any authority of any kind to bind Beverly in any respect whatsoever. Each
party agrees to indemnify and hold the other harmless for the
7
<PAGE>
consequences of any unauthorized representations or warranties made by its
employees or agents and from any liability, expense or claims that result from
the acts or omissions of one of the parties, its employees or agents.
21. Duplicate Execution of Agreement. This Agreement may be executed in
duplicate parts each of which when so executed and delivered shall be deemed to
be an original and both of which taken together shall constitute one and the
same instrument.
22. Paragraph Headings. The headings of the paragraphs herein shall be for
assistance purposes only and shall not alter, change or modify the meaning of
the written paragraphs herein.
23. Severability. In the event that any word, part, paragraph, or other
portion of this Agreement shall be determined to be invalid, unlawful or
inoperable, the remainder of this Agreement shall be severable, valid and
effective as if such invalid, unlawful, or inoperable work, part, paragraph, or
other portion of this Agreement was not included herein.
24. Confidentiality Agreement. This Agreement shall be subject to the terms
of a Confidentiality Agreement executed between the parties hereto. The
obligations under the Confidentiality Agreement shall survive the Term of this
Agreement and shall continue indefinitely.
25. Financial Strength of Vendor. Vendor hereby represents and warrants
that its current financial statements heretofore delivered to Beverly are true
and correct in all material respects and that it is a solvent corporation able
to meet all financial obligations associated with its operations and this
Agreement. Any financial restrictions, liens, or judgements suffered by either
party and affecting either party's ability to perform under the terms of this
Agreement will be cause for the other to terminate this Agreement.
8
<PAGE>
IN WITNESS WHEREOF, the parties have hereunder set their hands and seals
this 4th day of June, 1999.
BEVERLY ENTERPRISES, INC.
By: /s/ Bobby Stephens
Bobby Stephens
Executive Vice President - Asset Management
By: /s/ Lisa Huckelbury
Lisa Huckelbury
Director, Corporate Procurement
DERMA SCIENCES, INC.
By: /s/ Stephen T. Wills
Stephen T. Wills, CPA, MST
Vice President and Chief Financial Officer
<PAGE>
EXHIBIT A
1999 Beverly Pricing
Derma Sciences, Inc. Skin Care Products
4/8/99
<TABLE>
<CAPTION>
PRODUCT SIZE UNITS/CASE CATALOG NO. CASE PRICE UNIT PRICE BEACH # GSMS #
- ------------------------------------------------------------------------------------------------------------------------------------
BODY WASHES/SHAMPOOS/HAND SOAPS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ApriVera(R) 1 gallon 4 S107-1G $28.00 $7.00 21863 16701
Lotion-based odor-reducing, 800 ml bag 12 S107-800ML $25.92 $2.16 21241
non-alkaline body, hair, 16 oz. 12 S107-16Z $19.60 $1.63 16670
and hand cleanser, 8 oz. 24 S107-8Z $18.24 $0.76 21864 16699
Safe and effective for tub, 4 oz. 24 S107-4Z $13.92 $0.58
shower, bedside basin, and
whirlpool bathing.
Proprietary apricot fragrance.
- ------------------------------------------------------------------------------------------------------------------------------------
Bathe Away(R) 1 gallon 4 S101-1G $27.00 $6.75 21884 16697
Complete body, hair, and 800 ml bag 12 S101-800ML $25.44 $2.12
hand cleansing product. 16 oz. 12 S101-16Z $18.72 $1.56
Contains glycerine, 8 oz. 24 S101-8Z $17.28 $0.72 16698
coconut oil, and chamomile, 4 oz. 24 S101-4Z $13.44 $0.56
and is pH balanced. For
use in tub, shower,
or bedside basin.
- ------------------------------------------------------------------------------------------------------------------------------------
Swash(TM) 1 gallon 4 S102-1G $35.60 $8.90 23959 17531
Versatile, conditioning 8 oz. 24 S102-8Z $21.12 $0.88 23960 17532
cleanser for hair and skin.
For use in tub, shower,
or bedside basin.
- ------------------------------------------------------------------------------------------------------------------------------------
Therabath 1 gallon 4 S103-1G $33.60 $8.40 16763
Lotion-based herbal- 16 oz. 12 S103-16Z $20.65 $1.72
fragranced, gentle 8 oz. 24 S103-8Z $21.12 $0.88 22975 16764
cleanser for body, hair, 4 oz. 24 S103-4Z $14.88 $0.62
and hands. Contains
odor-reducing ingredients,
is pH buffered, and is
non-alkaline. For use
in tub, shower, or bedside
basin.
- ------------------------------------------------------------------------------------------------------------------------------------
Hospi Bath 1 gallon 4 S104-1G $24.00 $6.00
Economical, gentle hair, 8 oz. 24 S104-8Z $14.40 $0.60
body, and hand cleanser.
Contains a gentle surfactant
system with a pleasing
fragrance.
- ------------------------------------------------------------------------------------------------------------------------------------
Three to One Concentrate 1 gallon 4 S105-1G $42.00 $10.50 16705
Economical yet top quality
hair and body cleanser.
Becomes more viscous when
diluted with water at a
3:1 ratio.
- ------------------------------------------------------------------------------------------------------------------------------------
Antibacterial Soap 1 gallon 4 S109-1G $20.60 $5.15 22976 16695
Specifically formulated 800 ml bag 12 S109-800ML $24.75 $2.06 15603
to address the need for 16 oz. 12 S109-16Z $19.35 $1.61 16694
an effective, yet 8 oz. 24 S109-8Z $18.24 $0.76 16696
gentle, hand soap to aid 4 oz. 24 S109-4Z $13.92 $0.58
in the reduction of
nosocomial infections in
institutional environments.
Effective against both
gram-negative and
gram-positive organisms
(including MRSA), as well
as yeast and fungus.
<PAGE>
PRODUCT SIZE UNITS/CASE CATALOG NO. CASE PRICE UNIT PRICE BEACH # GSMS #
- ------------------------------------------------------------------------------------------------------------------------------------
SKIN PROTECTION /
INCONTINENCE PRODUCTS
- ------------------------------------------------------------------------------------------------------------------------------------
Dermagran(R)Ointment 4 oz. tube 12 DT-4 $99.10 $8.26 13636
For stage I and II pressure 4 oz. jar 12 DG-4 $99.10 $8.26 13635
sores and preventive skin
care.
- ------------------------------------------------------------------------------------------------------------------------------------
Dermagran(R)Moisturizing Spray 4 oz. 12 DM-4 $60.00 $5.00 13625
For stage I pressure sores,
abrasions, and preventive
skin care.
- ------------------------------------------------------------------------------------------------------------------------------------
Dermagran(R)Tri-Zinc 8 oz. 12 D1W-8 $21.71 $1.81 13631
Incontinent Wash
(NutraWash(TM))
For perineal care
associated
with incontinence.
- ------------------------------------------------------------------------------------------------------------------------------------
NutraShield(TM)Perineal 3.5 oz 12 ND-35 $61.56 $5.13
Protectant
A protective long lasting
perineal barrier ointment
for perineal care associated
with
incontinence. Do not apply
to broken skin.
- ------------------------------------------------------------------------------------------------------------------------------------
In Between(R)Perineal 1 gallon 4 S201-1G $25.00 $6.25 21865 16766
Spray Skin Cleanser 8 oz. 24 S201-8Z $20.54 $0.86 21881 16765
Versatile product for the 4 oz. 24 S201-4Z $17.28 $0.72
quick and effective clean
up of all body
exudates, particularly
those from incontinent
episodes. Eliminates odor
from urine and feces
while cleansing the entire
perineal skin area. Can
be sprayed directly on the
skin, soil mass, clothing,
bed linens, floors, walls,
furniture, carpets, and
any other surface that
needs to be clean and free
of odors. Leaves no soap
film and does not require
rinsing.
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MPH Ointment Perineal 4.8 oz. Pump 12 S205-5Z $25.92 $2.16 16767
Moisture Barrier 2 oz. Jar 12 S205-2Z $15.17 $1.26 22977 16771
Use as a moisture barrier
on external skin areas
where repeated
exposure to body excrements
and exudates may cause skin
breakdown. Contains
allantoin and aloe vera
gel. May be used as skin
barrier on friction points.
SKIN CONDITIONER/MOISTURIZERS
- ------------------------------------------------------------------------------------------------------------------------------------
Hydro-Soft 1 gallon 4 S301-1G $30.40 $7.60 24098 16703
Concentrated blend of 8 oz. 24 S301-8Z $20.05 $0.84 63018
skin emollients and
gentle skin cleansers
for use in whirlpool
bathing and hydro-therapy
units.
- ------------------------------------------------------------------------------------------------------------------------------------
Optima Bath Additive 1 gallon 4 S305-1G $48.92 $12.23 22978 16700
Use as a bath additive, 8 oz. 24 S305-8Z $30.43 $1.27 16704
after-bath moisturizer,
or as a primary
bathing agent. Contains
a mineral oil base with
acetylated lanolin
alcohol (fatty
alcohol), as well as an
agent that disperses the
oil evenly in the water.
- ------------------------------------------------------------------------------------------------------------------------------------
Skin Care Lotion 1 gallon 4 S401-1G $23.00 $5.75 21882 16768
Greaseless, urea-based 16 oz. 12 S401-16Z $14.40 $1.20
hand and body lotion for 8 oz. 24 S401-8Z $10.08 $0.42 21883 16772
dry, overworked 4 oz. 24 S401-4Z $9.36 $0.39 16721
skin. Available with or
without the honey almond
fragrance.
<PAGE>
PRODUCT SIZE UNITS/CASE CATALOG NO. CASE PRICE UNIT PRICE BEACH # GSMS #
- ------------------------------------------------------------------------------------------------------------------------------------
DISINFECTANT AND CLEANSER
- ------------------------------------------------------------------------------------------------------------------------------------
Hardsurface/Whirlpool 1 gallon 4 S511-1G $40.80 $10.20 22979 16702
Detergent/Disinfectant 16 oz. 12 S511-16Z $21.60 $1.80 21154
Designed specifically for
hard surface cleaning and
whirlpool units. One
ounce per gallon of
water has been proven
effective as a
bactericide, mildewstat,
sanitizer, virucide,
and fungicide.
Destroys some of the most
problematic organisms
including MRSA and HIV.
HAND SANITIZER
- ------------------------------------------------------------------------------------------------------------------------------------
Mysotrol(R)No Rinse Hand 800 ml bag 12 S505-800ML $26.88 $2.24 15058
Sanitizer 16 oz. 12 S505-16Z $23.04 $1.92 15057
Provides germicidal and 4 oz. 24 S505-4Z $16.32 $0.68 23929 15051
virucidal action in seconds,
meets OSHA protocol for a
healthcare personnel handwash,
and reduces the risk of
nosocomial infections. Clear
gel with ethyl alcohol as
active ingredient.
SUNDRIES
- ------------------------------------------------------------------------------------------------------------------------------------
Empty Bottles:
Bathe Away 8 oz w/ snap cap 8 oz 1 S101-8MT $0.30 $0.30
Swash 8 oz w/ snap cap 8 oz 1 S102-8MT $0.30 $0.30 16087
Therabath 8 oz w/ snap cap 8 oz 1 S103-8MT $0.30 $0.30
ApriVera 16 oz w/ pump 16 oz 1 S107-16MT $0.75 $75.00 15561
ApriVera 8 oz w/ snap cap 8 oz 1 S107-8MT $0.30 $0.30 23840 16016
Antibacterial Soap 16 oz w/
pump 16 oz 1 S109-16MT $0.75 $0.75
Antibacterial Soap 8 oz w/
snap cap 8 oz 1 S109-8MT $0.30 $0.30 16085
In Between 8 oz w/ sprayer 8 oz 1 S201-8MT $0.50 $0.50 23841 20148
Hydro Soft 8 oz w/ snap cap 8 oz 1 S301-8MT $0.30 $0.30
Optima 8 oz w/ snap cap 8 oz 1 S305-8MT $0.30 $0.30 33058
Skin Care Lotion 16 oz w/
pump 16 oz 1 S401-16MT $0.75 $0.75
Skin Care Lotion 8 oz w/
snap cap 8 oz 1 S401-8MT $0.30 $0.30
Wall Mount Dispensers and
Brackets:
PressPak 800 ml Dispenser -
Beverly Logo 800 ml 12 IP800 $0.00 $0.00
Triad 9350 Bulk Dispenser 50 oz 1 I9350 $14.35 $14.35
Translucent Bulk Dispenser 30 oz 1 I402 $6.90 $6.90
Chrome Bracket for Gallon
Bottles gallon 1 I801 $0.00 $0.00 1801
Pumps and Sprayers:
Gallon Pump 1 I901-1Z $2.00 $2.00 90112
Pump for 16 oz 1 P28-410 $0.85 $0.85
Pump for 8 oz 1 NW-28-410P $0.45 $0.45
Sprayer for 8 oz 1 24-410SP $0.30 $0.30
</TABLE>
EXHIBIT 99
News Release
FOR RELEASE JUNE 8, 1999 at 7:30 AM EDT
Contact: Mark Alvino (investors)
[email protected]: 212-698-1360
Matt Clawson (investors)
[email protected]: 714-957-8440
Owen Daley (media)
[email protected]: 714-957-8440
DERMA SCIENCES AWARDED SOLE SOURCE SKIN CARE
SUPPLY CONTRACT BY BEVERLY ENTERPRISES
PRINCETON, NJ (June 8, 1999) . . . . Derma Sciences, Inc. (Nasdaq:DSCI), a
growing national supplier of skin care and wound care products, said today that
it has been awarded a national sole source contract by Forth Smith, AR-based
Beverly Enterprises (NYSE:BEV), the nation's largest provider of post-acute
healthcare services. The contract, which will provide revenue in excess of $2
million per year, appoints Derma Sciences as the supplier for its skin care
products, including Sunshine soaps body washes, shampoos, bath additives, and
moisturizing lotions, as well as the Company's proprietary zinc-nutrient
formulated Dermagran Ointment and Dermagran Moisturizing Spray.
According to Derma Sciences Chairman and CEO Edward J. Quilty, "The Beverly
Enterprises award is the largest in the Company's history and is the second
multi-million dollar supply agreement signed by the Company this quarter. We
appreciate the confidence that the management of Beverly has shown in our
Company. Beverly Enterprises, with annual sales of $2.8 billion, has
approximately 600 facilities nationally, comprised of skilled nursing and
rehabilitation centers, assisted living facilities, outpatient therapy centers
and home care/hospice agencies."
Charles F. Caudell, the Company's Executive Vice President for Field
Operations, stated, "The recent expansion of our direct sales force (now
numbering 32) and our commitment to customer support and education has
positioned us to procure and effectively service both regional and national
accounts."
The Company expects the first shipments under the new contract to commence
during the quarter ending June 30, 1999.
Derma Sciences, Inc. and Subsidiaries (The Company) is a full line provider
of advanced wound and skin care products, The Company markets its products
principally through independent distributors, servicing the long-term care, home
healthcare and acute care markets in the United States and select international
markets. For more information about Derma Sciences, Inc., visit its home page on
the Internet at http:://www.dermasciences.com. For investor information, visit
the Derma Sciences section of the Allen & Caron web site at www.allencaron.com.
Statements contained in this document that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "intend," "could," "estimate" or "continue" are intended to
identify forward-looking statements. Readers are cautioned that certain
important factors may affect the Company's actual results and could cause such
results to differ materially from any forward-looking statements which may be
made in this document or which are otherwise made by or on behalf of the
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Company. Factors which may affect the Company's results include, but are not
limited to, product demand, market acceptance, impact of competitive products
and prices, product development, completion of an acquisition, commercialization
or technological difficulties, the success or failure of negotiations and trade,
legal, social and economic risks. Additional factors that could cause or
contribute to differences between the Company's actual results and
forward-looking statements include, but are not limited to, those discussed in
the Company's filings with the Securities and Exchange Commission.
