UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
Derma Sciences, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
249827205
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(CUSIP Number)
Raymond C. Hedger
Hedger & Hedger
1800 Linglestown Road, Suite 206, Harrisburg, PA 17110
(717)238-1800
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Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 2000
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(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 ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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>
Schedule 13D
CUSIP No. 249827205 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward J. Quilty ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICALLY 580,826
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OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
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PERSON WITH 9 SOLE DISPOSITIVE POWER
580,826
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
580,826
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
CUSIP No. 249827205 Page 3 of 6 Pages
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 08540.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Edward J. Quilty (the "Reporting Person").
Certain information with respect to the Reporting Person is set forth below:
Name and Address: Edward J. Quilty
214 Carnegie Center
Suite 100
Princeton, NJ 08540
Principal Occupation: Chairman of the Board of Directors, President and
Chief Executive Officer of the Issuer
Criminal convictions: None
Civil proceedings: None
Citizenship: United States
<PAGE>
Schedule 13D
CUSIP No. 249827205 Page 4 of 6 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source and amount of funds used to effect the purchase of the Issuer's
series E units described under Item 5 were personal funds of the Reporting
Person in the amount of $50,000.
The issuance to the Reporting Person of the Issuer's securities as described in
the last paragraph under Item 5 did not involve the payment by the Reporting
Person of cash or other consideration.
ITEM 4. PURPOSES OF THE TRANSACTIONS
The purpose of the reported, and all previous, acquisitions of the Issuer's
Common Stock, together with options to purchase same, is investment without a
view, presently or ultimately, to acquiring control of the Issuer. The Reporting
Person serves as Chairman of the Board of Directors, President and Chief
Executive Officer of the Issuer. In this capacity, the Reporting Person has
proposed, and may in the future propose, candidates for election to the Issuer's
board of directors. There is no agreement or arrangement between the Reporting
Person and the Issuer with respect to election of candidates proposed by the
Reporting Person. The inclusion of such candidates in management's slate of
directors to be submitted for consideration by the Issuer's shareholders is
entirely at the discretion of the Issuer's board of directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The following table sets forth shares of the Issuer's Common Stock as to which
the Reporting Person maintains beneficial ownership. The Reporting Person
maintains both voting power and dispositive power relative to all such shares:
Beneficial Common Stock Ownership
---------------------------------
Owned outright 108,767
Exercisable options (1) 20,000
Exercisable options (2) 38,000
Exercisable options (3) 76,055
Exercisable warrants (4) 38,000
Exercisable warrants (5) 8,334
Exercisable warrants (6) 183,335
Convertible preferred (7) 108,335
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Total beneficially owned 580,826
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Percentage of class beneficially owned 22.8%
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(1) Exercisable at $4.00 per share.
(2) Exercisable at $5.63 per share.
(3) Exercisable at $5.95 per share.
<PAGE>
Schedule 13D
CUSIP No. 249827205 Page 5 of 6 Pages
(4) Exercisable at $4.50 per share.
(5) Exercisable at $6.75 per share.
(6) Exercisable at $0.85 per share.
(7) Consists of 8,334 shares of series B convertible preferred stock, 66,667
shares of series C convertible preferred stock and 33,334 shares of series
D convertible preferred stock each of which is convertible, on a
one-for-one basis, into Common Stock.
On July 18, 2000 the Reporting Person purchased from the Issuer 66,667 of the
Issuer's series E units, at the rate of $0.75 per unit, for a total investment
of $50,000. Concurrently, three institutional investors purchased 600,000 series
E units, at the rate of $0.75 per unit, for a total investment of $450,000.
The series E units each consist of one share of Common Stock and one and one
tenth (1.1) warrants to purchase one share of Common Stock at $0.85 per share
("series E warrants"). Thus, the Common Stock and series E warrants components
of the series E units purchased by the Reporting Person number 66,667 and
73,334, respectively.
The series E warrants will expire at the close of business on July 18, 2005. The
Issuer has agreed to file a registration statement with the Securities and
Exchange Commission relative to the Common Stock component of the series E units
and the Common Stock issuable upon exercise of the series E warrants.
Concurrently with the Issuer's receipt of the foregoing investments, an
institutional investor converted $375,000 of the principal of the Issuer's
series C bonds into "modified" series E units, each consisting one share of
series C convertible preferred stock and one and one tenth (1.1) series E
warrants, at the rate of $0.75 per unit. Previously, several investors,
including Mr. Quilty, had converted a total of $625,000 of the principal of the
Issuer's series C and series D bonds into series C and series D units,
respectively ("Prior Conversions").
Pursuant to the terms of the series C and series D instruments, effective
September 1, 2000 the Issuer has adjusted the terms of the Prior Conversions
such that they mirror the terms of the above described series C bond conversion.
As a result of this adjustment, the Issuer has cancelled all previously issued
series C and series D warrants and has issued to Mr. Quilty the following: (1)
21,212 shares of series C preferred stock; (2) 8,642 shares of series D
preferred stock; and (3) 110,000 series E warrants.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
<PAGE>
Schedule 13D
CUSIP No. 249827205 Page 6 of 6 Pages
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/ Edward J. Quilty
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By: Raymond C. Hedger, Jr.
Attorney-in-Fact
September 11, 2000
ATTACHMENT:
LIMITED POWER OF ATTORNEY
I, THE UNDERSIGNED EDWARD J. QUILTY, 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 16th day of
December, 1997.
/s/ Edward J. Quilty
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Edward J. Quilty
