Derma Sciences, Inc. (NASDAQ:DSCI) Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01

As previously disclosed, on January10, 2017, Derma Sciences,
Inc., a Delaware corporation (the Company), entered into
an Agreement and Plan of Merger (the Merger Agreement), by
and among the Company, Integra LifeSciences Holdings Corporation,
a Delaware corporation (Parent), and Integra Derma, Inc.,
a newly formed, indirect wholly-owned subsidiary of Parent
(Purchaser).

On February24, 2017, Parent completed its acquisition of the
Company by consummating the Merger (as defined below) to the
terms of the Merger Agreement and without a meeting of
stockholders of the Company in accordance with Section251(h) of
the Delaware General Corporation Law (DGCL). On that date,
Purchaser was merged with and into the Company (the
Merger), effective upon the filing on that date of a
certificate of merger with the Secretary of State of the State of
Delaware (the Effective Time), in accordance with
Section251(h) of the DGCL. As a result of the Merger, the Company
is an indirect wholly-owned subsidiary of Parent (the
Surviving Corporation).

On February24, 2017, as a result of the Merger, the shares of the
Companys common stock, par value $0.01 per share (the
Shares), were held of record by fewer than 300 persons and
the Company no longer fulfilled the listing requirements of the
NASDAQ Stock Market LLC (NASDAQ). Accordingly, the Company
has requested that the Shares be withdrawn from listing on NASDAQ
and that NASDAQ file a Notification of Removal from Listing
and/or Registration under Section12(b) of the Securities Exchange
Act of 1934, as amended (the Exchange Act), on Form 25
with the U.S. Securities and Exchange Commission (the SEC)
to delist the Shares. Upon the filing of the Form 25 by NASDAQ,
the Shares will be delisted by NASDAQ.

The Company will file a Certification and Notice of Termination
of Registration on Form 15 under the Exchange Act with the SEC,
requesting that the Shares be deregistered and that the Companys
reporting obligations under Sections 13 and 15(d) of the Exchange
Act be suspended.

The disclosure contained in Items 2.01 and3.01 above andin
Items5.01 and 5.03 below is incorporated herein by reference.

At the Effective Time, holders of Shares immediately prior to
such time ceased to have any rights as stockholders in the
Company (other than their right to receive the Merger
Consideration (as defined in the Merger Agreement) to the terms
of the Merger Agreement).

The disclosure contained in Item2.01 above is incorporated herein
by reference.

On February24, 2017, a change of control of the Company occurred,
and the Company now is an indirect wholly-owned subsidiary of
Parent.

to the Merger Agreement, effective as of the Effective Time,
Stephen T. Wills, Srini Conjeevaram, Robert G. Moussa, Brett D.
Hewlett, and Samuel E. Navarro each resigned and ceased to be
members of the Board of Directors of the Company (including any
committees thereof). In addition, to the Merger Agreement,
effective as of the Effective Time, each of Stephen T. Wills,
John E. Yetter and Robert C. Cole resigned as corporate officers
of the Company and Frederic Eigner was removed as a corporate
officer of the Company; provided, however, that as of the date
hereof, Messrs. Yetter, Cole and Eigner are continuing as
employees of the Company.

to the Merger Agreement, as of the Effective Time, and without
further action by the Company or any other person, the directors
and officers of Purchaser immediately prior to the Effective Time
became the directors and officers of the Surviving Corporation.
The directors of Purchaser immediately prior to the Effective
Time were Peter J. Arduini and Richard D. Gorelick. The officers
of Purchaser immediately prior to the Effective Time were
(a)Peter J. Arduini, President and Chief Executive Officer,
(b)Glenn G. Coleman, Vice President, Treasurer and Assistant
Secretary, (c)Richard D. Gorelick, Secretary, (d)Nora E. Brennan,
Assistant Treasurer and Assistant Secretary, (e)Neal Glueck,
Assistant Secretary, and (f)Amritpal K. Deol, Assistant
Secretary. Information regarding the new directors and executive
officers was previously disclosed in Schedule I of the Offer to
Purchase as filed with the Tender Offer Statement on Schedule TO
filed by Parent with the SEC on January25, 2017, as subsequently
amended. In connection with the consummation of the Merger, Glenn
G. Coleman was appointed as a director of the Surviving
Corporation.

to the Merger Agreement, as of the Effective Time, the
certificate of incorporation of the Company was amended and
restated in its entirety, a copy of which is filed as Exhibit3.1
to this Form8-K and is incorporated herein by reference.

to the Merger Agreement, as of the Effective Time, the bylaws of
the Company were amended and restated in their entirety, a copy
of which is filed as Exhibit 3.2 to this Form 8-K and
incorporated herein by reference.

(d) Exhibits.

About Derma Sciences, Inc. (NASDAQ:DSCI)

Derma Sciences, Inc. (Derma Sciences) is a medical device company. The Company operates through two segments: advanced wound care and traditional wound care products. Advanced wound care products principally consist of both novel and otherwise differentiated dressings, devices and skin substitutes designed to promote wound healing and/or prevent infection. The Company’s advanced wound care product line consists of MEDIHONEY, TCC-EZ, AMNIOEXCEL and AMNIOMATRIX, XTRASORB and BIOGUARD. Traditional wound care products principally consist of commodity related dressings, ointments, gauze bandages, adhesive bandages, wound closure strips, catheter fasteners and skin care products. The Company’s traditional wound care product line includes branded gauze sponges and bandages, non-adherent impregnated dressings, retention devices, paste bandages and other compression devices for the medical markets.

Derma Sciences, Inc. (NASDAQ:DSCI) Recent Trading Information

Derma Sciences, Inc. (NASDAQ:DSCI) closed its last trading session 00.00 at 7.00 with 57,497 shares trading hands.