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): March 13, 2012
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 March 2, 2012, Derma Sciences, Inc. (the “Company”) received a letter from Raging Capital Fund, LP (“Raging Capital”), a significant stockholder of the Company, requesting the nomination of two individuals for election at the Company’s 2012 annual meeting of stockholders. Raging Capital filed, with the Securities and Exchange Commission, a Schedule 13D/A on March 2, 2012 with respect to the delivery of this letter and the requested nominations. Subsequently, management and certain members of the Board of Directors of the Company met with representatives from Raging Capital and the nominees to discuss the letter. As a result of such meeting, the parties agreed to the nominations and actions as set forth in the letter attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
The following exhibit is included with this report:
| Exhibit No. | Description | |
| 99.1 | Letter, dated March 13, 2012, from the Company to Raging Capital Fund, LP |
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: March 16, 2012
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 99.1 | Letter, dated March 13, 2012, from the Company to Raging Capital Fund, LP | |