Derma Sciences, Inc. (NASDAQ:DSCI) Files An 8-K Financial Statements and Exhibits
Item9.01(d) (Exhibits) to replace the Agreement and Plan of
Merger by and among the Company, Merger Sub, BioD and Cynthia
Weatherly, dated July27, 2016 (the Exhibit), filed as Exhibit 2.1
to the Original 8-K. The Company has limited redactions in the
Exhibit in response to comments received from the staff of the
SEC to the Companys Confidential Treatment Request filed
separately with the SEC. Exhibit 2.1 to this Amendment includes
the revised Exhibit and replaces Exhibit 2.1 of the Original 8-K
in its entirety. No modification or update is otherwise made to
any other disclosures or exhibits in the Original 8-K, nor does
this Amendment reflect any events occurring after the date of the
Original 8-K.
| Item9.01 | Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit Number |
Description |
|
| 2.1* | Agreement and Plan of Merger, dated July27, 2016 | |
| 10.1 |
Form of Stock Purchase Agreement, dated July27, 2016 (previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Derma Sciences, Inc. with the SEC on August11, 2016) |
|
| 23.1 |
Consent of BDO USA, LLP, Independent Auditors (previously filed as Exhibit 23.1 to the Current Report on Form8-K filed by Derma Sciences, Inc. with the SEC on October21, 2016) |
|
| 99.1 |
Press Release, dated July28, 2016 (previously filed as Exhibit 99.1 to the Current Report on Form 8-K filed by Derma Sciences, Inc. with the SEC on August1, 2016) |
|
| 99.2 |
Audited consolidated financial statements of BioD, LLC and subsidiaries as of December31, 2015 and 2014 and for each of the years then ended, and the notes related thereto (previously filed as Exhibit 99.2 to the Current Report on Form8-K filed by Derma Sciences, Inc. with the SEC on October21, 2016) |
|
| 99.3 |
Unaudited consolidated financial statements of BioD, LLC and subsidiaries as of June30, 2016 and for the six month periods ended June30, 2016 and 2015 and the notes related thereto (previously filed as Exhibit99.3 to the Current Report on Form8-K filed by Derma Sciences, Inc. with the SEC on October21, 2016) |
|
| 99.4 |
Unaudited pro forma consolidated balance sheet as of June30, 2016 of Derma Sciences, Inc. and BioD, LLC and unaudited pro forma consolidated statements of operations for the year ended December31, 2015 and the six months ended June30, 2016 of Derma Sciences, Inc. and BioD, LLC and the notes related thereto (previously filed as Exhibit99.4 to the Current Report on Form8-K filed by Derma Sciences, Inc. with the SEC on October21, 2016) |
| * |
All schedules (and similar attachments) to the Merger Agreement have been omitted to Item601(b)(2) of Regulation S-K. The Company hereby agrees to furnish a supplemental copy of any omitted schedule to the SEC. |
| Filed herewith. |
|
Portions of this exhibit have been redacted and are subject to aConfidential TreatmentRequest filed with the Secretary of the SEC to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
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/Glenn G. Coleman |
|
| Glenn G. Coleman | ||
| Vice President, Treasurer and Assistant Secretary |
March7, 2017
EXHIBIT INDEX
|
Exhibit Number |
Description |
|
| 2.1* | Agreement and Plan of Merger, dated July27, 2016 | |
| 10.1 |
Form of Stock Purchase Agreement, dated July27, 2016 (previously filed as Exhibit 10.1 to the Current Report on Form8-K filed by Derma Sciences, Inc. with the SEC on August11, 2016) |
|
| 23.1 |
Consent of BDO USA, LLP, Independent Auditors (previously filed as Exhibit 23.1 to the Current Report on Form8-K filed by Derma Sciences, Inc. with the SEC on October21, 2016) |
|
| 99.1 |
Press Release, dated July28, 2016 (previously filed as Exhibit 99.1 to the Current Report on Form8-K filed by Derma Sciences, Inc. with the SEC on August1, 2016) |
|
| 99.2 |
Audited consolidated financial statements of BioD, LLC and subsidiaries as of December31, 2015 and 2014 and for each of the years then ended, and the notes related thereto (previously filed as Exhibit 99.2 to the Current Report on Form8-K filed by Derma Sciences, Inc. with the SEC on October21, 2016) |
|
| 99.3 |
Unaudited consolidated financial statements of BioD, LLC and subsidiaries as of June30, 2016 and for the six month periods ended June30, 2016 and 2015 and the notes related thereto (previously filed as Exhibit99.3 to the Current Report on Form8-K filed by Derma Sciences, Inc. with the SEC on October21, 2016) |
|
| 99.4 |
Unaudited pro forma consolidated balance sheet as of June30, 2016 of Derma Sciences, Inc. and BioD, LLC and unaudited pro forma consolidated statements of operations for the year ended December31, 2015 and the six months ended June30, 2016 of Derma Sciences, Inc. and BioD, LLC and the notes related thereto (previously filed as Exhibit99.4 to the Current Report on Form 8-K filed by Derma Sciences, Inc. with the SEC on October21, 2016) |
| * |
All schedules (and similar attachments) to the Merger Agreement have been omitted to Item601(b)(2) of Regulation S-K. The Company hereby agrees to furnish a supplemental copy of any omitted schedule to the SEC. |
| Filed herewith. |
|
Portions of this exhibit have been redacted and are subject to aConfidential TreatmentRequest filed with the Secretary of the SEC |
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 at 7.00 with 57,497 shares trading hands.
