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
------------
(Title of Class of Securities)
249827106
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(CUSIP Number)
Steven N. Machtinger
Hambrecht & Quist California
560 Mission Street, San Francisco, CA 94105
(415) 315-5000
--------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 18, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 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 Section 240.13d-7
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 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).
CUSIP No. 249827106 SCHEDULE 13D Page 2 of 10
1. Names of Reporting Persons HAMBRECHT & QUIST CALIFORNIA
I.R.S. Identification Nos. of above persons (entities only).
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [x]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization California
Number of 7. Sole Voting Power -0-
Shares
Beneficially 8. Shared Voting Power 557,499*
Owned by
Each 9. Sole Dispositive Power -0-
Reporting
Person With 10. Shared Dispositive Power 557,499*
11. Aggregate Amount Beneficially Owned by Each Reporting 557,499*
Person
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 4.5%*
14. Type of Reporting Person (See Instructions) CO
*See response to Item 5.
CUSIP No. 249827106 SCHEDULE 13D Page 3 of 10
1. Names of Reporting Persons HAMBRECHT & QUIST EMPLOYEE
VENTURE FUND, L.P. II
I.R.S. Identification Nos. of above persons (entities only).
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [x]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power -0-
Shares
Beneficially 8. Shared Voting Power 557,499*
Owned by
Each 9. Sole Dispositive Power -0-
Reporting
Person With 10. Shared Dispositive Power 557,499*
11. Aggregate Amount Beneficially Owned by Each Reporting 557,499*
Person
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 4.5%*
14. Type of Reporting Person (See Instructions) PN
*See response to Item 5.
CUSIP No. 249827106 SCHEDULE 13D Page 4 of 10
1. Names of Reporting Persons HAMBRECHT & QUIST EMPLOYEE
VENTURE FUND, L.P.
I.R.S. Identification Nos. of above persons (entities only).
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [x]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power -0-
Shares
Beneficially 8. Shared Voting Power 557,499*
Owned by
Each 9. Sole Dispositive Power -0-
Reporting
Person With 10. Shared Dispositive Power 557,499*
11. Aggregate Amount Beneficially Owned by Each Reporting 557,499*
Person
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 4.5%*
14. Type of Reporting Person (See Instructions) PN
*See response to Item 5.
CUSIP No. 249827106 SCHEDULE 13D Page 5 of 10
Item 1. Security and Issuer
This Amendment to Schedule 13D relates to the common stock (the "Common
Stock") of Derma Sciences, Inc., a Pennsylvania corporation (the "Issuer").
This Amendment is being filed to report changes in the reporting persons'
aggregate holdings that occurred as a result of the expiration on July 18,
2005 of Class E Warrants owned by the reporting person. The principal
executive office of the Company is located at 214 Carnegie Center, Suite 100,
Princeton, NJ 08540.
Item 2. Identity and Background
(a), (b) & (c) The following information is given with respect to the
persons filing this statement:
HAMBRECHT & QUIST CALIFORNIA ("H&Q California"), indirectly and wholly
owned by J.P. Morgan Chase & Co., is a California corporation with its
principal office at 560 Mission Street, San Francisco, California 94105.
H&Q California is engaged in the venture capital business. The directors
and executive officers of H&Q California are the following:
Principal
Occupation
Name Position Address (Business)
=============================================================================
David G. Golden CEO and c/o Hambrecht & Quist Managing Director,
Director California J.P. Morgan
560 Mission Street Securities, Inc.
San Francisco, CA
94105
Lisa L. Lewis CFO and c/o Hambrecht & Quist Vice President,
Director California J.P. Morgan Chase Bank
560 Mission Street
San Francisco, CA
94105
Steven N. General 560 Mission Street Senior Vice President,
Machtinger Counsel and San Francisco, CA President and Associate
Secretary 94105 General Counsel,
J.P. Morgan Chase Bank
James D. Hutter Director c/o Hambrecht & Quist Managing Director
California J.P. Morgan Chase Bank
560 Mission Street
San Francisco, CA
94105
HAMBRECHT & QUIST EMPLOYEE VENTURE FUND, L.P. ("Employee Fund I") is a
Delaware limited partnership with its principal office at 560 Mission Street,
San Francisco, California 94105. Employee Fund I is a private equity fund
engaged in the venture capital business. The Employee Fund I's general
CUSIP No. 249827106 SCHEDULE 13D Page 6 of 10
partner is H&Q Venture Management, LLC ("Venture Management"), a California
limited liability company with its principal office at 560 Mission Street,
San Francisco, California 94105. Venture Management is engaged in the
venture capital business. Venture Management is wholly owned by H&Q
California. As a result, securities held by it may be deemed beneficially
owned by J.P. Morgan Chase & Co.
HAMBRECHT & QUIST EMPLOYEE VENTURE FUND, L.P. II ("Employee Fund II") is
a Delaware limited partnership with its principal office at 560 Mission
Street, San Francisco, California 94105. Employee Fund II is a private
equity fund engaged in the venture capital business. The Employee Fund II's
general partner is Venture Management. As a result, securities held by it
may be deemed beneficially owned by J.P. Morgan Chase & Co.
(d) & (e) To the best knowledge of the reporting persons, during the last
five years none of the reporting persons or their officers, directors or
controlling persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) All individuals referred to above are United States citizens unless
otherwise indicated.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds used to purchase the Common Stock described herein
was in each case the working capital of the acquiring entity.
Item 4. Purpose of Transaction
The reporting persons purchased the securities of the Issuer for general
investment purposes. Depending on market conditions and other factors, the
reporting persons may, at any time or from time to time, sell all or some of
their securities of the Issuer, or may purchase additional securities of the
Issuer in the open market or in private transactions. The reporting persons
have no plans or proposals which relate to or would result in the following
types of transactions or events:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(b) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(c) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or fill any existing vacancies on the board;
CUSIP No. 249827106 SCHEDULE 13D Page 7 of 10
(d) any material change in the present capitalization or dividend policy
of the Company;
(e) any other material change in the Company's business or corporate
structure;
(f) changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(g) causing a class of securities of the Company to be delisted from a
national securities exchange or cease to be quoted in an inter-dealer
quotation system of a registered national securities association;
(h) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act; or
(i) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) & (b) Reference is made to Items 7-11 and 13 of each of the cover
pages to this Schedule, which Items are incorporated by reference herein.
According to the Company's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2005, there were 12,285,768 shares of Common Stock issued
and outstanding as of September 30, 2005. The following persons own the
following shares of Common Stock:
Person Common Stock
------ ------------
H&Q California 316,111
Employee Fund I 74,722
Employee Fund II 166,666
-------
TOTAL 557,499
=======
Voting and investment decisions concerning the above securities may be
made by or in conjunction with the other reporting persons. Accordingly,
each of the reporting persons may be deemed a member of a group that shares
voting and dispositive power over all of the above securities, in which case
each reporting person would be deemed to have beneficial ownership of an
aggregate of 557,499 shares of Common Stock, which is 4.5% of the outstanding
Common Stock (calculated in accordance with Rule 13d-3(d)(1)(i) of the
Exchange Act). Although the reporting persons are reporting such securities
as if they were members of a group, the filing of this Schedule shall not be
construed as an admission by any reporting person that it is a beneficial
owner of any securities other than those owned by such reporting person. H&Q
Holdings, Inc., may also be deemed the beneficial owner of certain shares
held by Hambrecht & Quist California because of a Participation Agreement
dated as of October 1, 2000, between those two entities. In addition,
JPMorgan Chase & Co. Inc., as the indirect parent of H&Q California, may be
deemed to beneficially own any securities owned by H&Q California.
CUSIP No. 249827106 SCHEDULE 13D Page 8 of 10
Under the definition of "beneficial ownership" in Rule 13d-3 under the
Exchange Act, it is also possible that the individual general partners,
directors, executive officers, members, and/or managers of the foregoing
entities might be deemed the "beneficial owners" of some or all of the
securities to which this Schedule relates in that they might be deemed to
share the power to direct the voting or disposition of such securities.
Neither the filing of this Schedule nor any of its contents shall be deemed
to constitute an admission that any of such individuals is, for any purpose,
the beneficial owner of any of the securities to which this Schedule relates,
and such beneficial ownership is expressly disclaimed.
(c) During the past 60 days, the reporting persons did not effect any
transactions in the Issuer's securities.
(d) Not applicable.
(e) The reporting persons ceased to be the beneficial owners of more than
5% of the Company's Common Stock on July 18, 2005, the date on which the Class
E Warrants expired.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer7
Except as noted above, none of the reporting persons is a party to any
contract, arrangement, understanding or relationship with respect to any
securities of the Issuer, including but not limited to the transfer or voting
of any securities of the Issuer, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
(a) Joint Filing Undertaking.
CUSIP No. 249827106 SCHEDULE 13D Page 9 of 11
Signature
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.
Date February 15, 2006. HAMBRECHT & QUIST CALIFORNIA
By: /s/ Steven N. Machtinger
------------------------
Print Name: Steven N. Machtinger
Title: General Counsel and
Secretary
HAMBRECHT & QUIST EMPLOYEE
VENTURE FUND, L.P.
By: H&Q VENTURE MANAGEMENT, LLC,
its general partner
By: /s/ David G. Golden
------------------------
Print Name: David G. Golden
Title: Managing Member
HAMBRECHT & QUIST EMPLOYEE
VENTURE FUND, L.P. II
By: H&Q VENTURE MANAGEMENT, LLC,
its general partner
By: /s/ David G. Golden
------------------------
Print Name: David G. Golden
Title: Managing Member
CUSIP No. 249827106 SCHEDULE 13D Page 10 of 11
EXHIBIT INDEX
Exhibit 1 Joint Filing Undertaking Page 10
CUSIP No. 249827106 SCHEDULE 13D Page 11 of 11
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to this Amendment to Schedule 13D to evidence the
agreement of the below-named parties, in accordance with rules promulgated
pursuant to the Securities Exchange Act of 1934, to file this Amendment to
Schedule 13D and any subsequent amendment jointly on behalf of each of such
parties.
Date February 15, 2006. HAMBRECHT & QUIST CALIFORNIA
By: /s/ Steven N. Machtinger
------------------------
Print Name: Steven N. Machtinger
Title: General Counsel and
Secretary
HAMBRECHT & QUIST EMPLOYEE
VENTURE FUND, L.P.
By: H&Q VENTURE MANAGEMENT, LLC,
its general partner
By: /s/ David G. Golden
------------------------
Print Name: David G. Golden
Title: Managing Member
HAMBRECHT & QUIST EMPLOYEE
VENTURE FUND, L.P. II
By: H&Q VENTURE MANAGEMENT, LLC,
its general partner
By: /s/ David G. Golden
------------------------
Print Name: David G. Golden
Title: Managing Member