0001144204-17-011041.txt : 20170224
0001144204-17-011041.hdr.sgml : 20170224
20170224173049
ACCESSION NUMBER: 0001144204-17-011041
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170224
FILED AS OF DATE: 20170224
DATE AS OF CHANGE: 20170224
ISSUER:
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
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WILLS STEPHEN T
CENTRAL INDEX KEY: 0001103883
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13070
FILM NUMBER: 17638732
MAIL ADDRESS:
STREET 1: PALATIN TECHNOLOGIES, INC.
STREET 2: 4B CEDAR BROOK DRIVE
CITY: CRANBURY
STATE: NJ
ZIP: 08512
4
1
v460295_form4.xml
FORM 4
X0306
4
2017-02-24
1
0000892160
DERMA SCIENCES, INC.
DSCI
0001103883
WILLS STEPHEN T
PALATIN TECHNOLOGIES, INC.
4C CEDAR BROOK DRIVE
CRANBURY
NJ
08512
1
0
0
1
Executive Chairman
Common Stock
2017-02-24
4
D
0
147076
D
0
D
Common Stock
2017-02-24
4
D
0
27500
A
27500
D
Stock Option (right to buy)
4.27
2017-02-24
4
D
0
29375
0
D
Common Stock
29375
0
D
Restricted Stock Units
2017-02-24
4
D
0
27500
0
D
Common Stock
27500
0
D
Pursuant to the terms of the Agreement and Plan of Merger, dated January 10, 2017, by and among the Issuer, Integra Derma, Inc. and Integra LifeSciences Holdings Corporation (the "Merger Agreement"), as of the Effective Time (as defined in the Merger Agreement), the shares of the Issuer's common stock were converted into the right to receive $7.00 per share to the reporting person in cash.
Represents shares of the Issuer's common stock received upon the vesting of 27,500 restricted stock units, as described herein.
Represents the weighted average exercise price for in-the-money stock options, as described in a Schedule TO and the Issuer's Schedule 14D-9, each as filed with the Securities and Exchange Commission on January 25, 2017, pursuant to which Integra Derma, Inc. offered to purchase all of the Issuer's common stock for $7.00 per share (the "Offer").
In connection with the expiration of the Offer and the subsequent closing of the merger pursuant to the terms of the Merger Agreement, all outstanding stock options became fully vested and exercisable on such date. Each stock option held by the reporting person was then cancelled in exchange for a cash payment representing the difference between the exercise price of such option and $7.00 per share, payable without any interest thereon and subject to any required tax withholdings.
Upon the Effective Time, the restricted stock units were converted into the right to receive an amount in cash equal to $7.00 with respect to each share of common stock underlying such award, payable without any interest thereon and subject to any required tax withholdings.
The options were originally granted in consideration of the reporting person's services to the Issuer and without payment of consideration.
The restricted stock units were originally granted in consideration of the reporting person's services to the Issuer and without payment of consideration.
/s/ Stephen T. Wills
2017-02-24