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): July 30, 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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Item 5. Other Events
Registrant's shareholders at a special meeting thereof held on July 30,
1999 approved an amendment to Registrant's articles of incorporation effecting a
one-for-five reverse split of Registrant's common stock, class A convertible
preferred stock and class B convertible preferred stock. The record date of the
reverse split is August 2, 1999.
Registrant incorporates by reference herein: (1) a conformed copy of the
amendment to Registrant's articles of incorporation effecting the reverse split
which amendment is attached hereto as Exhibit 3, and (2) Registrant's press
release issued at 7:30 a.m. August 2, 1999 announcing the reverse split which
release is attached hereto as Exhibit 99.
Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits:
3 - Amendment to articles of incorporation
99 - Press release issued August 2, 1999
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Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
DERMA SCIENCES, INC.
Date: August 6, 1999 By: /s/ Stephen T. Wills
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Stephen T. Wills, CPA, MST
Vice President and Chief Financial Officer
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Microfilm Number _______________ EXHIBIT 3
Entity Number __________________
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Secretary of the Commonwealth
ARTICLES OF AMENDMENT- DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 89)
In compliance with the requirements of 15 Pa.C.S. ss. 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to amend
its Articles, hereby states that:
1. The name of the corporation is: Derma Sciences, Inc.
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2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) commercial registered office provider and the county
of venue is (the Department is hereby authorized to correct the following
address to conform to the records of the Department):
(a) 1800 Linglestown Rd., Suite 206 Harrisburg PA 17110-3364 Dauphin
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Number and Street City State Zip County
(b) __________________________________________________________________________
Name of Commercial Registered Office Provider
County
For a corporation represented by a commercial registered office provider,
the county in (b) shall be deemed the county in which the corporation is
located for venue and official publication purposes.
3. The statute by or under which it was incorporated is:
15 Pa.C.S. Section 101 et seq.
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4. The original date of its incorporation is: March 28, 1996
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5. (Check, and if appropriate complete, one of the following):
X The amendment shall be effective upon filing these Articles of
Amendment in the Department of State.
___ The amendment shall be effective on: _________________________________
6. (Check one of the following):
X The amendment was adopted by the shareholders pursuant to 15 Pa.C.S.
--- ss.1941(a) and (b).
___ The amendment was adopted by the board of directors pursuant to 15
Pa.C.S. ss. 1914 (c).
7. (Check, and if appropriate complete, one of the following):
___ The amendment adopted by the corporation, set forth in full, is as
follows:
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X The amendment adopted by the corporation as set forth in full in
--- Exhibit A, attached hereto and made a part hereof.
DSCB:15-1915 (Rev 89)-2
8. (Check if the amendment restates the Articles):
___ The restated Articles of Incorporation supersede the original Articles
and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof this
30th day of July, 1999.
DERMA SCIENCES, INC.
BY: /s/ Stephen T. Wills
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Stephen T. Wills, CPA, MST
Vice President and
Chief Financial Officer
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ARTICLES OF AMENDMENT
EXHIBIT A
10. Combination and Reclassification of Shares. Effective as of the close
of business on the date of filing in the Department of State of the Commonwealth
of Pennsylvania of these Articles of Amendment (the "Effective Time"), (i) each
five issued and outstanding shares of Common Stock shall thereupon be combined
into and reclassified as one share of validly issued, fully paid and
nonassessable Common Stock, (ii) each five issued and outstanding shares of
Series A Convertible Preferred Stock shall thereupon be combined into and
reclassified as one share of validly issued, fully paid and nonassessable Series
A Convertible Preferred Stock, and (iii) each five issued and outstanding shares
of Series B Convertible Preferred Stock shall thereupon be combined into and
reclassified as one share of validly issued, fully paid and nonassessable Series
B Convertible Preferred Stock. The number of authorized shares and the par value
of the Common Stock, the Series A Convertible Preferred Stock and the Series B
Convertible Preferred Stock shall not be affected by the foregoing combination
of shares. Each stock certificate that prior to the Effective Time represented
shares of Common Stock, Series A Convertible Preferred Stock and Series B
Convertible Preferred Stock shall, following the Effective Time, represent the
number of shares of Common Stock, Series A Convertible Preferred Stock and
Series B Convertible Preferred Stock into which the shares represented by such
certificate shall be combined. The Corporation shall not issue fractional shares
or scrip as the result of the combination of shares, but shall issue to the
record holders of Common Stock, Series A Convertible Preferred Stock and Series
B Convertible Preferred Stock that number of shares obtained by rounding
fractional shares otherwise issuable pursuant to the foregoing combination to
the next higher number of whole shares.
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EXHIBIT 99
[GRAPHIC OMITTED]
News Release
FOR RELEASE AUGUST 2, 1999 AT 7:30 AM EDT
Contact: Mark Alvino (investors)
[email protected]; 212-698-1360
Owen Daley (media)
[email protected]; 714-957-8440
DERMA SCIENCES' SHAREHOLDERS APPROVE 1:5 REVERSE
STOCK SPLIT
PRINCETON, NJ (August 2, 1999) . . . . Derma Sciences, Inc. (Nasdaq:DSCIC)
announced that its shareholders had approved an amendment to its articles of
incorporation authorizing a 1:5 reverse split of the Company's common and
preferred stock. Implementation of the reverse split is a condition to the
Company's continued listing on The Nasdaq SmallCap Market via an exception to
Nasdaq's minimum bid price requirements.
The Company was notified of its failure to maintain the minimum bid price
on February 3, 1999 and has been granted a temporary exception to this standard
subject to meeting certain conditions. The final date for initiating compliance
with these conditions is August 16, 1999.
In the event the Company is deemed to have met the conditions of the
exception, it will continue to be listed on The Nasdaq SmallCap Market. The
Company believes that it can meet these conditions, however, there can be no
assurance that it will do so. If at some future date the Company's common stock
should cease to be listed on The Nasdaq SmallCap Market, it may continue to be
listed on the OTC-Bulletin Board. For the duration of the exception (estimated
to be 10 trading days), the Company's Nasdaq symbol will be DSCCD.
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
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