UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7 )*
Derma Sciences, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
249827205
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(CUSIP Number)
Raymond C. Hedger
Hedger & Hedger
2 Fox Chase Drive, P.O. Box 915, Hershey, PA 17033
(717) 534-9993
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 25, 2005
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(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
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen T. Wills, CPA, MST 190-50-9087
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICALLY 560,336
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OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
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PERSON WITH 9 SOLE DISPOSITIVE POWER
560,336
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
560,336
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.40%
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14 TYPE OF REPORTING PERSON*
IN
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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
Vice President and Chief Financial Officer
Palatin Technologies, Inc.
4C Cedar Brook Drive
Cranbury NJ 08512
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 70,000 shares of the common stock of the Issuer
described under Item 5 were granted to the Reporting Person without payment of
consideration.
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 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
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Owned outright 119,668
Exercisable options (1) 15,000
Exercisable options (2) 32,000
Exercisable options (3) 15,000
Exercisable options (4) 35,000
Exercisable options (5) 80,000
Exercisable options (6) 25,000
Exercisable options (7) 65,000
Exercisable options (8) 60,000
Exercisable options (9) 55,000
Exercisable warrants (10) 58,668
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Total beneficially owned 560,336
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Percentage of class beneficially owned 4.40%
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(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 $0.50 per share.
(7) Exercisable at $0.90 per share.
(8) Exercisable at $0.70 per share.
(9) Exercisable at $0.42 per share.
(10) Exercisable at $0.85 per share.
On May 12, 2005 the board of directors of the Issuer awarded the Reporting
Person "non-statutory" options to purchase 70,000 shares of the Issuer's common
stock subject to the execution of a stock option agreement reflecting the award.
The options are exercisable at the price of $0.42 per share which price
represents the closing price of the common stock on the OTC Bulletin Board on
May 11, 2005. These options are, or become, exercisable with respect to the
following number of shares on the following dates: 55,000 on May 25, 2005; 5,000
on May 12, 2006; 5,000 on May 12, 2007; and 5,000 on May 12, 2008.
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
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By: Raymond C. Hedger, Jr.
Attorney-in-Fact
June 1, 2005
POWER OF ATTORNEY INCORPORATED BY REFERENCE
The limited power of attorney dated September 11, 2002 and filed with the SEC on
September 11, 2002 with Schedule 13D for Stephen T. Wills is incorporated by
reference.