SC 13D/A 1 sc13da5_quilty.txt QUILTY AMENDMENT 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5 )* 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 1800 Linglestown Road, Suite 206, Harrisburg, PA 17110 (717)238-1800 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 24, 2001 -------------------------------------------------------------------------------- (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 Edward J. Quilty ###-##-#### -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable (additional consideration not required) -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 700,324 NUMBER OF SHARES ----------------------------------------------------- BENEFICALLY 8 SHARED VOTING POWER OWNED BY EACH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 700,324 PERSON WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 700,324 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.5% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- *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 Not applicable. 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. PAGE 4 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 251,684 Exercisable options (1) 20,000 Exercisable options (2) 40,000 Exercisable options (3) 76,055 Exercisable options (4) 45,000 Exercisable warrants (5) 38,000 Exercisable warrants (6) 9,584 Exercisable warrants (7) 220,001 ------- Total beneficially owned 770,324 ======= Percentage of class beneficially owned 24.5% ___________________________ (1) Exercisable at $4.00 per share. (2) Exercisable at $5.63 per share. (3) Exercisable at $5.95 per share. (4) Exercisable at $0.40 per share. (5) Exercisable at $4.50 per share. (6) Exercisable at $6.75 per share. (7) Exercisable at $0.85 per share. On August 24, 2001 the board of directors of the Issuer awarded to the Reporting Person "non-statutory" options to purchase 225,000 shares of the Issuer's common stock. The options are exercisable at the price of $0.40 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 45,000 on the date of the grant and 45,000 on each anniversary thereof until fully vested. The options expire on August 23, 2011. The options were issued in recognition of the Reporting Person's services to the Issuer in his capacity as chairman of the board of directors, president and chief executive officer. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. PAGE 5 CUSIP No. 249827205 Schedule 13D 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 ----------------------------------------------------- By: Raymond C. Hedger, Jr. Attorney-in-Fact September 6, 2001 POWER OF ATTORNEY: incorporated by reference to Edward J. Quilty's Schedule 13D/A, Amendment No. 4, filed on September 11, 2000.