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EX-99 - DERMA SCIENCES, INC. | v172755_ex99.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): January 28, 2010
Derma
Sciences, Inc.
(Exact name of registrant as specified
in its charter)
Pennsylvania
|
1-31070
|
23-2328753
|
(State
or other jurisdiction
|
(Commission
|
(IRS
employer
|
of
incorporation)
|
File
Number)
|
identification
number)
|
214
Carnegie Center, Suite 300
Princeton,
NJ 08540
(609)
514-4744
(Address
including zip code and telephone
number,
of principal executive offices)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
8.01 Other Events
On
January 28, 2010 the board of directors of Derma Sciences, Inc. (the
“Registrant”), pursuant to the authority granted to it by the Registrant’s
shareholders at a special meeting thereof held November 23, 2009, voted to amend
the Registrant’s articles of incorporation in order to: (i) effect a
reverse split of the Registrant’s common and preferred shares in the ratio of
one-for-eight, and (ii) effect a reduction of authorized common and preferred
shares by a like ratio. The reverse split and reduction in authorized
common and preferred shares will take effect at 00:01 a.m. on Monday, February
1, 2010. The Registrant expects that its common stock will begin
trading “post-split” on the OTC Bulletin Board as of the start of business on
Monday, February 1, 2010.
The
Registrant has filed an application to list its common stock on the NASDAQ
Capital Market and it expects to satisfy NASDAQ’s minimum market price per share
listing requirement by virtue of the aforementioned reverse
split. The Registrant expects that its NASDAQ Capital Market listing
application will be approved on or about Monday, February 8, 2010 and that its
common stock will begin trading on the NASDAQ Capital Market on or about
Thursday, February 11, 2010. However,
it should be noted that the Registrant’s NASDAQ listing application has not yet
been approved and the foregoing anticipated NASDAQ listing and trading dates may
not be realized.
The Registrant’s press release issued
January 29, 2010 relative to the reverse split and reduction in authorized
shares is attached hereto as Exhibit 99.
Item
9.01 Financial Statements and Exhibits
(d)
|
Exhibits:
|
99 –
Press Release
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
DERMA
SCIENCES, INC.
|
|||
By:
|
/s/John E. Yetter | ||
John E. Yetter, CPA |
|
||
Vice President and Chief Financial Officer | |||
Date: January 29, 2010 |