UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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 21, 2002
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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*
PF
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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 293,003
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OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
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PERSON WITH 9 SOLE DISPOSITIVE POWER
293,003
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,003
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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)
7.49%
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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
Chief Financial Officer
Palatin Technologies, Inc.
103 Carnegie Center
Suite 200
Princeton, NJ 08540
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 the common stock of the Issuer described under Item 5
were granted to the Reporting Person pursuant to the Issuer's Outside Directors
Stock Option Plan without payment of consideration by the Reporting Person.
The source and amount of funds used to effect the purchase of 4,167 shares of
the Issuer's common stock described under Item 5 were personal funds of the
Reporting Person in the amount of $2,083.
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
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CUSIP No. 249827205 Schedule 13D
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.
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 89,835
Exercisable options (1) 15,000
Exercisable options (2) 32,000
Exercisable options (3) 15,000
Exercisable options (4) 25,000
Exercisable options (5) 57,500
Exercisable warrants (6) 58,668
Total beneficially owned 293,003
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Percentage of class beneficially owned 7.49%
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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 $0.85 per share.
On May 21, 2002 the board of directors of the Issuer awarded to the Reporting
Person "non-statutory" options to purchase 80,000 shares of the Issuer's common
stock. The options are exercisable at the price of $0.51 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 57,500 on the date of the
grant and 7,500 on each anniversary thereof until fully vested. The options
expire on May 21 2012. The options were issued in recognition of the Reporting
Person's services to the Issuer in his capacity as a member of its board of
directors.
On May 31, 2002, the Reporting Person privately purchased from a former officer
of the Issuer 4,167 shares of the Issuer's common stock.
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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 10, 2002
POWER OF ATTORNEY INCORPORATED BY REFERENCE
The limited power of attorney dated September 11, 2000 and filed with the SEC on
September 11, 2000 with Schedule 13D for Stephen T. Wills, is incorporated by
reference.