UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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)
January 31, 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))
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PAGE 2
CUSIP No. 249827205 Schedule 13D
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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 369,117
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OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
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PERSON WITH 9 SOLE DISPOSITIVE POWER
369,117
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
369,117
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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)
22.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 3
CUSIP No. 249827205 Schedule 13D
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 18518.
The principal executive officers of the Issuer, all of whom may be reached at
the Issuer's principal executive offices, are set forth below:
Name Position(s)
- ---- -----------
Edward J. Quilty Chairman of the Board and
Chief Executive Officer
Richard S. Mink Executive Vice President and
Chief Operating Officer
Stephen T. Wills, CPA, MST Vice President and Chief
Financial Officer
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 of the Issuer;
Chairman of the Board, President and Chief
Executive Officer of Palatin Technologies, Inc.
Criminal convictions: None
Civil proceedings: None
Citizenship: United States
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CUSIP No. 249827205 Schedule 13D
Item 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used to effect the subject purchase are: Personal
funds of the Reporting Person in the amount of $25,000.
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 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 42,100
Exercisable options (1) 20,000
Exercisable options (2) 36,000
Exercisable options (3) 76,055
Exercisable warrants (4) 38,000
Exercisable warrants (5) 8,334
Exercisable warrants (6) 45,455
Exercisable warrants (7) 24,692
Convertible preferred (8) 78,481
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Total beneficially owned 369,117
Percentage of class beneficially owned 22.3%
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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.
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PAGE 5
CUSIP No. 249827106 Schedule 13D
(4) Exercisable at $4.50 per share.
(5) Exercisable at $6.75 per share.
(6) Exercisable at $1.10 per share.
(7) Exercisable at $1.01 per share.
(8) Consists of 8,334 shares of series B convertible preferred stock, 45,455
shares of series C convertible preferred stock and 24,692 shares of series
D convertible preferred stock each of which is convertible, on a
one-for-one basis, into Common Stock.
On January 31, 2000 the Reporting Person purchased from the Issuer $25,000 in
aggregate principal amount of the Issuer's convertible bonds. The bonds so
purchased are part of the Issuer's series of convertible bonds due December 31,
2000 in the aggregate principal amount of $500,000 (the "Bonds"). The Bonds pay
interest only, at New York prime, until maturity. Interest accrued under the
Bonds, at the option of the bondholders, may be satisfied either by cash payment
or capitalization of accrued interest into the principal of the Bonds. The Bonds
may be converted, at the option of the bondholders, into units each consisting
of one share of series D convertible preferred stock, par value $0.01 per share,
and one warrant to purchase one share of Common Stock at a per share price of
$1.0125.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
None.
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
January 31, 2000
