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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): April 24, 2000
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
Derma Sciences, Inc. (the "Registrant") on April 24, 2000 completed a
restructuring involving its sales and executive personnel. Major elements of the
restructuring include the following:
1. Consolidation of responsibilities for sales representatives and
manufacturers representatives under the Vice President - Sales;
2. Consolidation of responsibilities for national accounts under the Vice
President - National Accounts;
3. By virtue of the foregoing consolidations, elimination of the
positions of one regional sales manager, one national accounts manager
and two direct sales representatives;
4. At the request of Edward J. Quilty, Chairman and Chief Executive
Officer of the Registrant, reduction of the base compensation of this
officer from $175,000 to $100,000 per year;
5. At the request of Stephen T. Wills, CPA, MST, Vice President and Chief
Financial Officer of the Registrant, reduction of the base
compensation of this officer from $112,000 to $75,000 per year.
Annual savings resulting from the restructuring are expected to aggregate
approximately $600,000. Costs of the restructuring are expected to aggregate
approximately $100,000 and will be taken as a charge against earnings in the
second and third quarters, 2000.
The purpose of the restructuring is to bring operating expenses in line
with anticipated revenues and lay the foundation for future growth and
profitability. The restructuring is not expected to adversely impact the
Registrant's ability to service its present customers or to engage in meaningful
marketing and sales activities.
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 of 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
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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:
99 Press release dated April 24, 2000
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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: April 24, 2000 By:/s/ Stephen T. Wills
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Stephen T. Wills, CPA, MST
Vice President and Chief Financial Officer
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News Release
FOR IMMEDIATE RELEASE
Contact: Allen & Caron Inc. Derma Sciences, Inc.
Mark Alvino (investors) Stephen T. Wills, CPA, MST
[email protected] Chief Financial Officer
212-698-1360 609-514-4744
STATEMENT BY DERMA SCIENCES
PRINCETON, NJ (April 25, 2000) . . . . Derma Sciences, Inc. (Nasdaq: DSCI)
announced today that it has implemented a restructuring which involves the
consolidation of certain national accounts and direct sales functions and the
elimination of four sales management and sales representative positions. In
addition, the Company's Chairman and CEO, Edward J. Quilty, and Vice President
and CFO, Stephen T. Wills, have voluntarily taken substantial reductions in pay.
Further details of the restructuring are contained in a filing made today with
the SEC.
Annual savings resulting from the restructuring are expected to be
approximately $600,000 according to CFO Stephen T. Wills. Wills said that the
Company will expense the estimated $100,000 cost of the restructuring over the
second and third calendar quarters this year.
Edward J. Quilty, Chairman and CEO, commented, "Providing the finest
products and services in our industry while maximizing shareholder value remain
our paramount goals. We are confident that the difficult measures comprising
this restructuring will provide a solid foundation for attainment of these
goals."
Derma Sciences, Inc. provides a full range of skin care, wound management
and specialty securement devices that are used primarily in the professional
markets, specifically hospitals, nursing homes and home health settings. For
more information about Derma Sciences, Inc., visit its home page on the Internet
at http://www.dermasciences.com.
Statements contained in this release 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 release or which are otherwise made by or on behalf of the 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.
