SC 13D/A 1 sc13da3_wills.txt NO. 3, DATED MAY 21, 2002 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. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value -------------------------------------------------------------------------------- (Title of Class of Securities) 249827205 -------------------------------------------------------------------------------- (CUSIP Number) Raymond C. Hedger Hedger & Hedger 2 Fox Chase Drive, P.O. Box 915, Hershey, PA 17033 (717)534-9993 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 21, 2002 -------------------------------------------------------------------------------- (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 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen T. Wills, CPA, MST ###-##-#### -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICALLY 293,003 ----------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING ----------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 293,003 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,003 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.49% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- 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 Stephen T. Wills, CPA, MST (the "Reporting Person"). Certain information with respect to the Reporting Person is set forth below: Name and Address: Stephen T. Wills, CPA, MST Chief Financial Officer Palatin Technologies, Inc. 103 Carnegie Center Suite 200 Princeton, NJ 08540 Principal Occupation: Chief Financial Officer of Palatin Technologies, Inc. Criminal convictions: None Civil proceedings: None Citizenship: United States ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The options to purchase the common stock of the Issuer described under Item 5 were granted to the Reporting Person pursuant to the Issuer's Outside Directors Stock Option Plan without payment of consideration by the Reporting Person. The source and amount of funds used to effect the purchase of 4,167 shares of the Issuer's common stock described under Item 5 were personal funds of the Reporting Person in the amount of $2,083. 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 a member of the board of directors 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 PAGE 4 CUSIP No. 249827205 Schedule 13D 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 89,835 Exercisable options (1) 15,000 Exercisable options (2) 32,000 Exercisable options (3) 15,000 Exercisable options (4) 25,000 Exercisable options (5) 57,500 Exercisable warrants (6) 58,668 Total beneficially owned 293,003 ======= Percentage of class beneficially owned 7.49% ___________________________ (1) Exercisable at $5.00 per share. (2) Exercisable at $6.00 per share. (3) Exercisable at $0.75 per share. (4) Exercisable at $0.40 per share. (5) Exercisable at $0.51 per share. (6) Exercisable at $0.85 per share. On May 21, 2002 the board of directors of the Issuer awarded to the Reporting Person "non-statutory" options to purchase 80,000 shares of the Issuer's common stock. The options are exercisable at the price of $0.51 per share which price represents the closing price of the common stock on the OTC Bulletin Board on the date of the grant. The options vest at the rate of 57,500 on the date of the grant and 7,500 on each anniversary thereof until fully vested. The options expire on May 21 2012. The options were issued in recognition of the Reporting Person's services to the Issuer in his capacity as a member of its board of directors. On May 31, 2002, the Reporting Person privately purchased from a former officer of the Issuer 4,167 shares of the Issuer's common stock. PAGE 5 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/ Stephen T. Wills ---------------------------------- By: Raymond C. Hedger, Jr. Attorney-in-Fact June 10, 2002 POWER OF ATTORNEY INCORPORATED BY REFERENCE The limited power of attorney dated September 11, 2000 and filed with the SEC on September 11, 2000 with Schedule 13D for Stephen T. Wills, is incorporated by reference.