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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): July 18, 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 July 18, 2000 concluded
subscription agreements with its President, Edward J. Quilty, and three
investment firms for the sale of a total of $400,000 in dollar amount of
Registrant's series E units ("Unit(s)") at the rate if $0.75 per Unit. The Units
each consist of one share of common stock, par value $0.01 per share, ("Common
Stock") and one warrant to purchase one share of Common Sock at $0.75 per share
("Warrant(s)"). The Warrants will expire at the close of business on July 17,
2010. The Registrant has agreed to file a registration statement with the
Securities and Exchange Commission relative to the Common Stock component of the
Units and the Common Stock issuable upon exercise of the Warrants.
All subscriptions for the Units have been fully funded. The investors and
the amounts invested are set forth in the table below:
INDIVIDUAL/INSTITUTION AMOUNT INVESTED
Edward J. Quilty
Princeton, New Jersey $ 50,000
Kensington Capital Management LLC
New York, New York 300,000
Redwood Asset Management
Oslo, Norway 50,000
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Total subscriptions $400,000
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Concurrently with Registrant's receipt of the foregoing investments, Galen
Partners III, L.P., Galen Partners International III, L.P. and Galen Employee
Fund III, L.P. converted a total of $375,000 in principal amount of the
Registrant's convertible bonds into Units at the rate of $0.75 per Unit.
The Purchase Agreement relative to the Units is attached hereto as Exhibit
10.1. The Registration Rights Agreement governing the registration of the Common
Stock component of the Units and Common Stock issuable upon exercise of the
Warrants is attached hereto as Exhibit 10.2. The form of Warrant Agreement
governing the terms and conditions of the Warrants is attached hereto as Exhibit
10.3. The Registrant's balance sheet at June 30, 2000 (unaudited) with pro forma
adjustments reflecting the foregoing investments and bond conversions is
attached hereto as Exhibit 99.1.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits:
10.1 - Purchase Agreement
10.2 - Registration Rights Agreement
10.3 - Form of Warrant Agreement
99.1 - Balance sheet at June 30, 2000 with pro forma adjustments
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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: July 26, 2000 By: /s/ Edward J. Quilty
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Edward J. Quilty
President and Chief Executive Officer
