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
|
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
|
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
|
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
|
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
|
Item 2.
|
Identity and Background.
|
Item 4.
|
Purpose of Transaction.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as 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.
|
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
|
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
|
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
|