SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 29, 2013
Derma Sciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-31070 | 23-2328753 |
| (State or other jurisdiction | (Commission | (IRS employer |
| of incorporation) | File Number) | identification number) |
214 Carnegie Center, Suite 300
Princeton, NJ 08540
(609) 514-4744
(Address including zip code and telephone
number, of principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
James T. O’Brien, a former director of Derma Sciences, Inc. (the “Company”), resigned from the board of directors of the Company, effective as of March 31, 2013 (the “Effective Date”). The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In consideration for his prior service to the Company, Mr. O’Brien received (i) 5,000 restricted share units of the Company, which vested on the Effective Date and (ii) acceleration of vesting of any unvested restricted share units and stock options as of the Effective Date. The Company also agreed to permit Mr. O’Brien to exercise his stock options vested as of the Effective Date for a period of 36 months following such date, but not later than the original expiration date of the stock options.
SIGNATURE
Pursuant 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/ John E. Yetter | ||
| John E. Yetter, CPA | |||
| Executive Vice President, Finance and Chief Financial Officer | |||
Date: April 1, 2013