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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): December 27, 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
Genetic Laboratories, Inc. ("Genetic Labs"), a wholly owned subsidiary
of Derma Sciences, Inc. (the "Registrant"), was merged into the Registrant in a
tax-free reorganization (the "Merger") effective December 27, 1999 (the
"Effective Date"). As of the Effective Date: (1) the separate corporate
existence of Genetic Labs terminated, and (2) all assets, liabilities rights and
duties of Genetic Labs became assets, liabilities, rights and duties of the
Registrant.
The Merger was implemented in order to avoid further expenses incident
to the maintenance of Genetic Labs as a separate legal entity. The Registrant
does not anticipate that the merger will have a material effect upon its
operations or the operations heretofore conducted by Genetic Labs.
Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits:
10.01 - Agreement and Plan of Merger
10.02 - Articles of Merger
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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: January 7, 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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AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") dated the 27th day of
December, 1999, by and between Derma Sciences, Inc.. a Pennsylvania corporation
("Derma") and Genetic Laboratories Wound Care, Inc., a Minnesota corporation
("Genetic Labs ") (collectively, the "Constituent Corporations").
WHEREAS, each of the Constituent Corporations has adopted this
Agreement; and
WHEREAS, the boards of directors of each of the Constituent
Corporations deem it advisable and to the advantage of the Constituent
Corporations and their respective shareholders that Genetic Labs be merged into
Derma with Derma as the surviving Corporation pursuant to the laws of the
Commonwealth of Pennsylvania and on the terms and conditions herein contained;
NOW, THEREFORE, the parties hereto, in consideration of the promises
and covenants herein contained and intending to be legally bound, agree as
follows:
ARTICLE I
1.1 At the Effective Time, defined below in Article 4.3, Genetic Labs
shall be merged with and into Derma pursuant to Subchapter C, Section 1921 et
seq. of the Pennsylvania Business Corporation Law of 1988. Derma shall be the
Surviving Corporation and shall be governed by the laws of the Commonwealth of
Pennsylvania. The existence of Genetic Labs shall cease on such date and the
existence of the Derma shall continue unaffected and unimpaired by the merger
with all the rights, privileges, immunities and powers and subject to all the
duties and liabilities of a corporation organized under the laws of the
Commonwealth of Pennsylvania.
1.2 The Articles of Incorporation of Derma as they exist at the
Effective Time shall, until further amended as provided by law, constitute the
Articles of Incorporation of the Surviving Corporation.
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1.3 The by-laws of Derma as they exist at the Effective Time shall,
until further amended as provided by law, constitute the by-laws of the
Surviving Corporation.
1.4 The directors of Derma at the Effective Time shall constitute the
board of directors of the Surviving Corporation and shall hold office until
their successors are elected and have qualified.
ARTICLE II
2.1 At the Effective Time, shares of common stock of Genetic Labs
immediately prior to the Effective Time shall be converted into shares of common
stock of Derma in the ratio of one (1) share of Derma for one (1) share of
Genetic Labs. Holders of certificates representing shares of Genetic Labs shall
tender such certificates, duly endorsed, for exchange at the Effective Time.
ARTICLE III
3.1 The obligations of each of the Constituent Corporations to
effectuate the merger hereunder shall be subject to the following conditions:
(a) Each of the Constituent Corporations shall have delivered
to the other a copy of the resolution approving this Agreement adopted by at
least a majority vote of its directors.
(b) The holders of the outstanding shares of common stock of
Genetic Labs shall have approved this Agreement and the merger contemplated
hereby in the manner required by law.
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ARTICLE IV
4.1 Genetic Labs shall submit this Agreement and the merger
contemplated by the Agreement to its shareholders for approval.
4.2 Upon approval of this Agreement and the merger contemplated by this
Agreement and the satisfaction of each of the other conditions set forth in
Article III, the appropriate officers of each of the Constituent Corporations
shall execute and acknowledge articles of merger in the form required by the
laws of the Commonwealth of Pennsylvania and the State of Minnesota and shall
cause same to be filed and recorded as provided by the laws of the Commonwealth
of Pennsylvania and the State of Minnesota.
4.3 The merger contemplated by this Agreement shall be effective upon
filing of articles of merger with the Department of State, Commonwealth of
Pennsylvania, and the Secretary of State, State of Minnesota, which time shall
be the Effective Time.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the date first hereinabove written.
DERMA SCIENCES, INC.
By: ___________________________
Stephen T. Wills CPA, MST
Vice President and Chief Financial Officer
GENETIC LABORATORIES WOUND CARE, INC.
By: ___________________________
Stephen T. Wills, CPA, MST
Vice President and Chief Financial Officer
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ARTICLES OF MERGER
BY AND AMONG
DERMA SCIENCES, INC.
A PENNSYLVANIA CORPORATION (THE SURVIVING CORPORATION)
and
GENETIC LABORATORIES WOUND CARE, INC.
A MINNESOTA CORPORATION (THE MERGING CORPORATION)
THESE ARTICLES OF MERGER dated December 27, 1999, by and between DERMA
SCIENCES, INC. (the "Surviving Corporation") and GENETIC LABORATORIES WOUND
CARE, INC. (the "Merging Corporation") ( collectively, the "Constituent
Corporations").
WHEREAS, the Surviving Corporation was incorporated by Articles of
Incorporation filed in the Office of the Department of State, Commonwealth of
Pennsylvania, March 28, 1996, and said Corporation is now existing under,
subject to and governed by the Pennsylvania Business Corporation Law of 1988
(the "PBCL"); and
WHEREAS, the Merging Corporation was incorporated by Articles of
Incorporation filed in the Office of the Secretary of State, State of Minnesota,
on January 19, 1988, and said corporation is now existing under, subject to and
governed by the Minnesota Business Corporation Act (the "MBCA"); and
WHEREAS, the addresses of the registered offices in the Commonwealth of
Pennsylvania and county of venue of each of the parties to the Agreement and
Plan of Merger are as follows:
Name of Corporation Address of Registered Office County
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Derma Sciences, Inc. 1800 Linglestown Road Dauphin
Harrisburg, PA 17110
Genetic Laboratories 1800 Linglestown Road Dauphin
Wound Care, Inc. Harrisburg, PA 17110
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WHEREAS, the Shareholders and the Boards of Directors of the
Constituent Corporations, respectively, deem it advisable for the welfare and
best interests of said corporations and for the best interests of the
shareholders of said corporations that said corporations merge on the terms and
conditions set forth on the attached Agreement and Plan of Merger, incorporated
herein by reference, and in accordance with the PBCL and MBCA.
NOW, THEREFORE, the parties hereto, in consideration of the premises
and of the mutual covenants and agreements contained in the Agreement and Plan
of Merger attached hereto, and of the benefits to the parties hereto, have
agreed and do hereby agree that the Merging Corporation be merged into the
Surviving Corporation, pursuant to the laws of the Commonwealth of Pennsylvania,
and do hereby agree upon, prescribe and set forth the terms and conditions
constituting the Plan of said merger, the mode of carrying the same into effect,
and the manner and basis of canceling the shares of the Merging Corporation all
as set forth in the Agreement and Plan of Merger attached hereto and
incorporated herein by reference.
The Agreement and Plan of Merger shall be effective upon filing these
Articles of Merger with the Pennsylvania Department of State and the Minnesota
Secretary of State.
The manner in which the Agreement and Plan of Merger was adopted by
Derma Sciences, Inc. is as follows: Adopted by action of the Shareholders and
Board of Directors pursuant to 15 PA.C.S ss. 1924(a).
The manner in which the Agreement and Plan of Merger was adopted by
Genetic Laboratories Wound Care, Inc. is as follows: Adopted by action of the
Shareholders and Board of Directors in accordance with the laws of the State of
Minnesota.
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IN WITNESS WHEREOF, the undersigned corporations have caused these
Articles of Merger to be signed by duly authorized officers thereof this 27th
day of December, 1999.
DERMA SCIENCES, INC.
By: ________________________________
Stephen T. Wills, CPA, MST
Vice President and Chief Financial Officer
GENETIC LABORATORIES WOUND CARE, INC.
By: ________________________________
Stephen T. Wills, CPA, MST
Vice President and Chief Financial Officer
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