UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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
Stephen T. Wills, CPA, MST ###-##-####
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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*
Not applicable (additional consideration not required)
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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 172,044
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OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
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PERSON WITH 9 SOLE DISPOSITIVE POWER
172,044
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
172,044
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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)
7.7%
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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 Stephen T. Wills, CPA, MST (the "Reporting
Person"). Certain information with respect to the Reporting Person is set forth
below:
Name and Address: Stephen T. Wills, CPA, MST
Chief Financial Officer
Palatin Technologies, Inc.
103 Carnegie Center
Suite 200
Princeton, NJ 08540
Principal Occupation: Chief Financial Officer of
Palatin Technologies, Inc.
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 issuance to the Reporting Person of the Issuer's securities as described
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 a member of the board of directors 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 7,750
Exercisable options (1) 15,000
Exercisable options (2) 22,000
Exercisable options (3) 15,000
Exercisable warrants (4) 7,750
Exercisable warrants (5) 4,167
Exercisable warrants (6) 58,667
Convertible preferred (7) 41,710
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Total beneficially owned 172,044
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Percentage of class beneficially owned 7.7%
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(1) Exercisable at $5.00 per share.
(2) Exercisable at $6.00 per share.
(3) Exercisable at $0.75 per sahre.
(4) Exercisable at $4.50 per share.
<PAGE>
Schedule 13D
CUSIP No. 249827205 Page 5 of 6 Pages
(5) Exercisable at $6.75 per share.
(6) Exercisable at $0.85 per share.
(7) Consists of 4,167 shares of series B convertible preferred stock, 22,728
shares of series C convertible preferred stock and 14,815 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 Issuer sold to its President and three institutional
investors 666,667 series E units, at the rate of $0.75 per unit, for a total
investment of $500,000. 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"). The series E warrants will expire at
the close of business on July 18, 2005.
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. Wills, 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. Wills the following: (1)
10,606 shares of series C preferred stock; (2) 5,185 shares of series D
preferred stock; and (3) 58,667 series E warrants.
On August 1, 2000 the Reporting Person was awarded options to purchase 15,000
share of Common Stock pursuant to the Issuer's Outside Directors' Stock Option
Plan. The options are fully vested, are exercisable at $0.75 per share and
expire on August 1, 2010.
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/ Stephen T. Wills
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By: Raymond C. Hedger, Jr.
Attorney-in-Fact
September 11, 2000
ATTACHMENT:
LIMITED POWER OF ATTORNEY
I, THE UNDERSIGNED STEPHEN T. WILLS, 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 11th day of
September, 2000.
/s/ Stephen T. Wills
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Stephen T. Wills
