0000921895-12-000551.txt : 20120316 0000921895-12-000551.hdr.sgml : 20120316 20120316170154 ACCESSION NUMBER: 0000921895-12-000551 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120316 DATE AS OF CHANGE: 20120316 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DERMA SCIENCES, INC. CENTRAL INDEX KEY: 0000892160 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 232328753 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52013 FILM NUMBER: 12698373 BUSINESS ADDRESS: STREET 1: 214 CARNEGIE CENTER, SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6095144744 MAIL ADDRESS: STREET 1: 214 CARNEGIE CENTER, SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: DERMA SCIENCES INC DATE OF NAME CHANGE: 19940513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Raging Capital Management, LLC CENTRAL INDEX KEY: 0001444376 IRS NUMBER: 204306350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TEN PRINCETON AVENUE CITY: ROCKY HILL STATE: NJ ZIP: 08553 BUSINESS PHONE: 6099100954 MAIL ADDRESS: STREET 1: TEN PRINCETON AVENUE CITY: ROCKY HILL STATE: NJ ZIP: 08553 SC 13D/A 1 sc13da207738013_03152012.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D sc13da207738013_03152012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2)1

Derma Sciences, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

249827502
(CUSIP Number)
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 15, 2012
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 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).
 
 
 
 
CUSIP NO. 249827502
 
1
NAME OF REPORTING PERSON
 
Raging Capital Fund, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
587,530 (1)
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
587,530 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
587,530 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.5%
14
TYPE OF REPORTING PERSON
 
PN
 
(1) Includes 115,108 shares of Common Stock issuable upon the exercise of warrants.

 
2
 
CUSIP NO. 249827502
 
1
NAME OF REPORTING PERSON
 
Raging Capital Fund (QP), LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,226,858 (1)
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,226,858 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,226,858 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.1%
14
TYPE OF REPORTING PERSON
 
PN
 
(1) Includes 466,723 shares of Common Stock issuable upon the exercise of warrants.

 
3
 
CUSIP NO. 249827502
 
1
NAME OF REPORTING PERSON
 
Raging Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,814,388 (1)
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,814,388 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,814,388 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.3%
14
TYPE OF REPORTING PERSON
 
OO
 
(1) Includes 581,831 shares of Common Stock issuable upon the exercise of warrants.

 
4
 
CUSIP NO. 249827502
 
1
NAME OF REPORTING PERSON
 
William C. Martin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,500
8
SHARED VOTING POWER
 
1,814,388 (1)
9
SOLE DISPOSITIVE POWER
 
1,500
10
SHARED DISPOSITIVE POWER
 
1,814,388 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,815,888 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.3%
14
TYPE OF REPORTING PERSON
 
IN
 
(1) Includes 581,831 shares of Common Stock issuable upon the exercise of warrants.

 
5
 
CUSIP NO. 249827502
 
1
NAME OF REPORTING PERSON
 
Paul M. Gilbert
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
6
 
CUSIP NO. 249827502
 
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended to add the following:
 
As discussed below, the Issuer will include Paul M. Gilbert in its slate of director candidates up for election at its 2012 annual meeting of stockholders (the “2012 Annual Meeting”).  Accordingly, Mr. Gilbert is no longer a member of a Section 13(d) group with the other Reporting Persons and shall cease to be a Reporting Person immediately after the filing of this Amendment No. 2.  The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
The Reporting Persons and the Issuer have entered into a letter agreement pursuant to which, among other things, the Issuer will include Paul M. Gilbert in its slate of director candidates up for election at the 2012 Annual Meeting.  The Issuer will also take all requisite action to appoint a new independent director to the board of directors (the “Board”) as soon as practicable after the 2012 Annual Meeting, but not later than December 31, 2012.  The letter also reflects an understanding among the parties relating to the size of the Board.  The Reporting Persons have irrevocably withdrawn their nomination letter to the Board dated March 2, 2012 nominating Messrs. Martin and Gilbert for election to the Board at the 2012 Annual Meeting and agreed to cease any proxy solicitation activities in connection with the 2012 Annual Meeting.  The foregoing description of the letter is qualified in its entirety by reference to the letter, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
Effective March 15, 2012, the Reporting Persons and the Issuer entered into a letter agreement as described in Item 4 above.  A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  The Reporting Persons have terminated the Joint Filing and Solicitation Agreement dated March 2, 2012.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Letter, effective March 15, 2012, by and among Derma Sciences, Inc., Raging Capital Fund, LP, Raging Capital Fund (QP), LP, Raging Capital Management, LLC, William C. Martin and Paul M. Gilbert.
 
 
99.2
Joint Filing Agreement, dated March 16, 2012, by and among Raging Capital Fund, LP, Raging Capital Fund (QP), LP, Raging Capital Management, LLC and William C. Martin.
 
 
7
 
CUSIP NO. 249827502
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  March 16, 2012

 
Raging Capital Fund, LP
   
 
 
By:
Raging Capital Management, LLC
General Partner
   
 
By:
/s/ Frederick C. Wasch
   
Name:
Frederick C. Wasch
   
Title:
Attorney-in-fact for William C. Martin, Managing Member


 
Raging Capital Fund (QP), LP
     
 
By:
Raging Capital Management, LLC
General Partner
   
 
By:
/s/ Frederick C. Wasch
   
Name:
Frederick C. Wasch
   
Title:
Attorney-in-fact for William C. Martin, Managing Member


 
Raging Capital Management, LLC
   
 
By:
/s/ Frederick C. Wasch
   
Name:
Frederick C. Wasch
   
Title:
Attorney-in-fact for William C. Martin, Managing Member


 
/s/ Frederick C. Wasch
 
Frederick C. Wasch as Attorney-in-fact for William C. Martin


 
/s/ Paul M. Gilbert
 
Paul M. Gilbert
 
 
 
8
 
 EX-99.1 2 ex991to13da207738013_031512.htm LETTER DATED MARCH 15, 2012 ex991to13da207738013_031512.htm
Exhibit 99.1
 
[DERMA SCIENCES, INC. LETTERHEAD]
 

 

 
March 15, 2012
 
Raging Capital Fund, LP
10 Princeton Avenue
Rocky Hill, NJ 08553

 
Dear Mr. Martin:
 
We are in receipt of your letter dated March 2, 2012 (the “Nomination Letter”), which served to notify Derma Sciences, Inc. (the “Company”) of the nomination by Raging Capital Fund, LP (“Raging Capital”) of two nominees, Paul M. Gilbert and William C. Martin, for election to the Board of Directors of the Company (the “Board”) at the 2012 annual meeting of the stockholders of the Company (the “2012 Annual Meeting”).  This letter will confirm our understanding between the Company, Raging Capital, Raging Capital Fund (QP), LP, Raging Capital Management, LLC, Mr. Gilbert and Mr. Martin (collectively, the “Raging Capital Group” and each, individually, a “Member”) in response to the Nomination Letter and as a result of our subsequent discussions.
 
With respect to the size of the Board, the Board’s director nominees for the 2012 Annual Meeting will not exceed its current number of nine (9) directors.  The Nominating and Corporate Governance Committee (the “Nominating Committee”) (or a duly constituted subcommittee thereof) of the Board will recommend for nomination, and the Board will nominate, Mr. Gilbert (or, if applicable, his replacement) for election as a director of the Company at the 2012 Annual Meeting.  In addition, as is customary, the Board will recommend a vote for its director nominees and solicit proxies from the Company’s stockholders for the election of its director nominees, including Mr. Gilbert (or, if applicable, his replacement), at the 2012 Annual Meeting.  The Company will use its commercially reasonable efforts to hold the 2012 Annual Meeting no later than June 30, 2012.  If Mr. Gilbert is for any reason unable to serve as a nominee for election to the Board, or, after election, is for any reason no longer a member of the Board, the Company will allow Raging Capital to designate, for consideration by the Nominating Committee, an individual who qualifies as “independent” under the Nasdaq corporate governance standards and has the relevant business and financial experience to serve as a nominee for election to the Board, or as a member of the Board, as applicable, as a replacement for Mr. Gilbert.  In the event that the Nominating Committee declines to recommend any candidate designated by Raging Capital as a replacement for Mr. Gilbert, Raging Capital may propose a substitute candidate, subject to the foregoing criteria.  This process shall be repeated until the candidate designated by Raging Capital is deemed to be acceptable to the Nominating Committee.  The Nominating Committee shall make its determination regarding any candidate designated by Raging Capital as soon as reasonably practicable and, subject to the foregoing criteria, such determination shall be made in good faith and in accordance with its fiduciary duties.  Once the Nominating Committee has determined that any candidate designated by Raging Capital is acceptable, the Board shall promptly take the requisite action to nominate such candidate for election as a director, or appoint such candidate to the Board, as applicable.  The process for replacing nominees and directors described in this paragraph shall be repeated as necessary in order to ensure that any vacant nominee or director position reserved for Mr. Gilbert pursuant to this letter will be filled by a designee of Raging Capital.
 
 
 
 
 
If Mr. Gilbert (or, if applicable, his replacement) is elected to the Board at the 2012 Annual Meeting, the Board will promptly appoint him to the Nominating Committee and he will continuously serve as a member of the Nominating Committee as long as the rules of any applicable securities exchange would allow for such continued service.  In addition, as soon as practicable after the date of the 2012 Annual Meeting, but not later than December 31, 2012, the Board will take all requisite action in accordance with Article 2 of the Bylaws of the Company to expand the size of the Board to ten (10) directors and appoint an individual to the Board who qualifies as “independent” under the Nasdaq corporate governance standards and has the relevant business and financial experience to serve on the Board, with a term to expire at the 2013 annual meeting of the stockholders of the Company (the “2013 Annual Meeting”).  Following the increase to the size of the Board pursuant to this paragraph, the Board will not increase the size of the Board above ten (10) directors until the 2013 Annual Meeting.
 
In conjunction with the 2013 Annual Meeting, the Board will take all requisite action in accordance with Article 2 of the Bylaws of the Company to reduce the size of the Board back to a maximum of nine (9) directors, and ensure that the director nominees for the 2013 Annual Meeting, subject to its fiduciary duties, will include Mr. Gilbert (or, if applicable, his replacement) and the Board member appointed as contemplated in the preceding paragraph of this letter.
 
Upon countersignature of this letter, the Raging Capital Group hereby (i) irrevocably withdraws the Nomination Letter and any nominations to the Board made prior to the date hereof; and (ii) irrevocably ceases any proxy solicitation activities, if any, with respect to the Company in connection with the 2012 Annual Meeting.  Within two (2) business days of the countersignature of this letter, the Raging Capital Group will file with the Securities and Exchange Commission an amendment to its Schedule 13D/A filed on March 2, 2012 with respect to the Company, disclosing the irrevocable withdrawal by Raging Capital Group of the Nomination Letter and including as an exhibit a copy of this letter.  By countersigning this letter, each Member agrees to cause all shares of common stock of the Company beneficially owned, directly or indirectly, by such Member, as of the record date for the 2012 Annual Meeting and entitled to be voted, to be present for quorum purposes and to be voted, at the 2012 Annual Meeting or at any adjournments or postponements thereof, in favor of the directors nominated by the Board for election at the 2012 Annual Meeting.
 
Please confirm your mutual understanding of the foregoing by signing and returning an executed copy of this letter.
 
 
 
 
 

 
 
Sincerely,
   
 
DERMA SCIENCES, INC.
   
   
 
/s/ Edward J. Quilty
 
By:
Edward J. Quilty
 
Its:
Chairman, President and Chief Executive Officer

 
 
 

Accepted and Acknowledged:
  
   
   
RAGING CAPITAL FUND, LP
  
   
By:
Raging Capital Management, LLC,
as General Partner
  
   
/s/ William C. Martin
  
By:
William C. Martin
  
Its:
Managing Member
  


RAGING CAPITAL FUND (QP), LP
  
   
By:
Raging Capital Management, LLC,
as General Partner
  
   
/s/ William C. Martin
  
By:
William C. Martin
  
Its:
Managing Member
  


RAGING CAPITAL MANAGEMENT, LLC
  
   
   
/s/ William C. Martin
  
By:
William C. Martin
  
Its:
Managing Member
  


   
   
/s/ William C. Martin
  
William C. Martin
  


   
   
/s/ Paul M. Gilbert
  
Paul M. Gilbert
  

EX-99.2 3 ex992to13da207738013_031512.htm JOINT FILING AGREEMENT ex992to13da207738013_031512.htm
Exhibit 99.2
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Derma Sciences, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:  March 16, 2012

 
Raging Capital Fund, LP
   
 
 
By:
Raging Capital Management, LLC
General Partner
   
 
By:
/s/ Frederick C. Wasch
   
Name:
Frederick C. Wasch
   
Title:
Attorney-in-fact for William C. Martin, Managing Member


 
Raging Capital Fund (QP), LP
     
 
By:
Raging Capital Management, LLC
General Partner
   
 
By:
/s/ Frederick C. Wasch
   
Name:
Frederick C. Wasch
   
Title:
Attorney-in-fact for William C. Martin, Managing Member


 
Raging Capital Management, LLC
   
 
By:
/s/ Frederick C. Wasch
   
Name:
Frederick C. Wasch
   
Title:
Attorney-in-fact for William C. Martin, Managing Member


 
/s/ Frederick C. Wasch
 
Frederick C. Wasch as Attorney-in-fact for William C. Martin