Derma Sciences, Inc. (NASDAQ:DSCI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (e) | Compensatory Arrangements of Certain Officers. |
On January 24, 2017, based upon the recommendation of the Board
of Directors (the Board) of Derma Sciences, Inc., a
Delaware corporation (the Company), the Compensation
Committee of the Board (the Committee) ratified the future
payment of certain transaction and retention bonuses to the
Companys executive officers, which are contemplated in connection
with the previously announced Agreement and Plan of Merger, dated
as of January 10, 2017, (the Merger Agreement) by and
among the Company, Integra LifeSciences Holdings Corporation, a
Delaware corporation, (Integra) and Integra Derma, Inc., a
Delaware corporation and indirect wholly-owned subsidiary of
Integra, as follows: (i) a transaction bonus for Stephen T.
Wills, Executive Chairman of the Company, in an amount not to
exceed $1,200,000, less the amount of an expected $200,000 bonus
to be paid in February 2017 to Mr. Wills in respect of services
provided during 2016; and (ii) a transaction and retention bonus
pool in an amount not to exceed $750,000 to be allocated to the
executive and management team of the Company, other than Mr.
Wills. The individual executive officers eligible to receive any
such bonus (other than Mr. Wills), the amount of bonuses
allocated to any individual executive officer, and the terms and
conditions applicable to any individual executive officers bonus
will be subject to the prior written consent of Integra.
Additionally, on January 24, 2017, based upon the recommendation
of the Board, the Committee ratified the future payment of cash
bonuses to non-executive members of the Board, not to exceed
$450,000 in the aggregate, and 50% of which will be paid upon the
Effective Time of the merger to the terms of the Merger
Agreement.
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 up +0.03 at 7.00 with 171,454 shares trading hands.
