UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9 )*
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
2 Fox Chase Drive, P.O. Box 915, Hershey, PA 17033
(717)534-9993
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 10, 2004
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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 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 101-42-3117
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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
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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 919,740
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OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
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PERSON WITH 9 SOLE DISPOSITIVE POWER
919,740
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
919,740
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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)
9.10%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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 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
Item 3. Source and Amount of Funds or Other Consideration
The issuance to the Reporting Person of the options to purchase common stock of
the Issuer as described under Item 5 did not involve payment of consideration by
the Reporting Person.
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.
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CUSIP No. 249827205 Schedule 13D
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 335,684
Exercisable options (1) 20,000
Exercisable options (2) 40,000
Exercisable options (3) 76,055
Exercisable options (4) 135,000
Exercisable options (5) 18,000
Exercisable options (6) 62,500
Exercisable options (7) 12,500
Exercisable warrants (8) 220,001
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Total beneficially owned 919,740
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Percentage of class beneficially owned 9.10%
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(1) Exercisable at $4.00 per share.
(2) Exercisable at $5.63 per share.
(3) Exercisable at $5.93 per share.
(4) Exercisable at $0.40 per share.
(5) Exercisable at $0.61 per share.
(6) Exercisable at $0.37 per share.
(7) Exercisable at $1.55 per share.
(8) Exercisable at $0.85 per share.
On June 10, 2004 the Issuer and the Reporting Person entered into a stock option
agreement, pursuant to authorization of the Issuer's board of directors granted
February 24, 2004, whereby the Reporting Person was awarded options to purchase
300,000 shares of the Issuer's common stock at $1.55 per share. The options were
issued in recognition of the Reporting Person's services to the Issuer in his
capacities as Chairman of the board of directors, President and Chief Executive
Officer.
The options vest as follows: (1) to the extent of 12,500 shares, on June 14,
2003; (2) to the extent of 37,500 shares, at the rate of 12,500 shares each on
February 24, 2005, February 24, 2006 and February 24, 2007; and (3) to the
extent of 250,000 shares, in accordance with performance objectives as
determined by the board of directors of the Issuer.
The options were issued under the Issuer's stock option plan dated July 18,
1991, as amended, and are intended to qualify as incentive stock options. The
options expire on February 23, 2014.
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CUSIP No. 249827205 Schedule 13D
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
June 11, 2004
POWER OF ATTORNEY INCORPORATED BY REFERENCE
The limited power of attorney dated September 11, 2000 and filed with the
Securities and Exchange Commission on September 11, 2000 with Edward J. Quilty's
Schedule 13D/A, Amendment No. 4, is incorporated herein by reference