Post-effective Amendment to Registration Statement (pos Am)
February 24 2017 - 8:54AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on February 24, 2017
Registration No. 333-135038
Registration No. 333-138303
Registration No. 333-148332
Registration No. 333-151028
Registration No. 333-175421
Registration No. 333-192945
Registration No. 333-193530
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT NO. 333-135038
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT NO. 333-138303
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT NO. 333-148332
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT NO. 333-151028
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT NO. 333-175421
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT NO. 333-192945
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT NO. 333-193530
DERMA SCIENCES, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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23-2328753
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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214 Carnegie Center, Suite 300
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Princeton, NJ
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08540
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(Address of Principal Executive Offices)
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(Zip Code)
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Richard D. Gorelick, Esq., Secretary
214 Carnegie Center,
Suite 300
Princeton, NJ 08540
(609) 514-4744
(Name, address and telephone number, including
area code, of agent for service)
Copies to:
Bradley Faris, Esq.
Latham & Watkins LLP
330 N. Wabash Ave.
Suite 2800
Chicago, Illinois 60611
(312) 876-7700
Counsel to Registrant
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer
¨
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Accelerated filer
x
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Non-accelerated filer
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment to Form S-3
relates to the following Registration Statements of Derma Sciences, Inc., a Delaware corporation (the “
Registrant
”),
on Form S-3 (collectively, the “
Registration Statements
”):
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·
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Registration Statement No. 333-135038, filed
with the Securities and Exchange Commission (the “
Commission
”) on June 15, 2006, as amended by the Post-Effective
Amendments filed on July 26, 2006, September 26, 2006 and October 10, 2006, respectively, registering the offer and sale of 14,030,296
shares of common stock, par value $0.01 per share (“
Common Stock
”) (prior to the Registrant’s 1-for-8
reverse split effective January 1, 2010), and such additional shares of Common Stock as may be issuable as a result of future
stock splits, stock dividends and similar transactions;
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·
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Registration Statement No. 333-138303, filed
with the Commission on October 30, 2006, registering the offer and sale of 5,603,180 shares of Common Stock (prior to the Registrant’s
1-for-8 reverse split effective January 1, 2010), and such additional shares of Common Stock as may be issuable as a result of
future stock splits, stock dividends and similar transactions;
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·
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Registration Statement No. 333-148332, filed
with the Commission on December 26, 2007, registering the offer and sale of 10,714,275 shares of Common Stock (prior to the Registrant’s
1-for-8 reverse split effective January 1, 2010), and such additional shares of Common Stock as may be issuable as a result of
future stock splits, stock dividends and similar transactions;
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·
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Registration Statement No. 333-151028, filed
with the Commission on May 20, 2008, as amended by the Post-Effective Amendment filed on June 21, 2010, registering the offer
and sale of 1,161,565 shares of Common Stock (as adjusted to reflect the Registrant’s 1-for-8 reverse split effective January
1, 2010), and such additional shares of Common Stock as may be issuable as a result of future stock splits, stock dividends and
similar transactions;
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·
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Registration Statement No. 333-175421, filed
with the Commission on July 8, 2011, registering the offer and sale of 5,286,357 shares of Common Stock, and such additional shares
of Common Stock as may be issuable as a result of future stock splits, stock dividends and similar transactions;
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·
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Registration Statement No. 333-192945, filed
with the Commission on December 19, 2013, registering the offer and sale of $75,000,000 of securities, consisting of shares of
Common Stock, warrants and units of one or more of such securities of the Registrant, including an indeterminate number of shares
of Common Stock as may be issued upon conversion, exchange or exercise of the other securities registered thereunder; and
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·
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Registration Statement No. 333-193530, filed
with the Commission on January 24, 2014, registering the offer and sale of additional shares of Common Stock and Warrants
of the Registrant, with an aggregate offering price of $15,000,000, including an indeterminate number of shares of Common Stock
as may be issued upon conversion, exchange or exercise of the other securities registered thereunder.
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This Post-Effective Amendment to the Registration
Statements is being filed solely for the purpose of deregistering any and all securities registered under the Registration Statements
that remain unsold. On January 10, 2017, the Registrant entered into an Agreement and Plan of Merger, among the Registrant, Integra
Derma, Inc., a Delaware corporation (the “
Purchaser
”), and Integra LifeSciences Holdings Corporation, a Delaware
corporation and parent company of the Purchaser (the “
Parent
”), pursuant to which the Purchaser offered to purchase
all shares of outstanding Common Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock of the Registrant
(the “
Offer
”).
On February 24, 2017, following the expiration
of the Offer and pursuant to the terms of the Merger Agreement, the Purchaser was merged with and into the Registrant with the
Registrant continuing as the surviving corporation after the merger (the “
Merger
”). As a result of the Merger,
the Common Stock is held of record by fewer than 300 persons. Accordingly, the Registrant intends to file a Certification and Notice
of Termination of Registration on Form 15 with the Commission with respect to its Common Stock. As a result of the Merger, no additional
shares of Common Stock will be issued under the Registration Statements.
In light of the foregoing, the Registrant
has determined to terminate the offerings under the Registration Statements. Accordingly, the Registrant is filing this Post-Effective
Amendment to the Registration Statements pursuant to Rule 478 under the Securities Act of 1933, as amended, to terminate the effectiveness
of the Registration Statements, and, in accordance with the undertakings made by the Registrant in the Registration Statements,
to remove from registration any and all of the securities previously registered under the Registration Statements that remain unsold
as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of all such
securities.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Princeton, State of New Jersey, on the 24th day of February, 2017.
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DERMA SCIENCES, INC.
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By:
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/s/ Peter J. Arduini
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Name:
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Peter J. Arduini
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Title:
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President and Chief Executive Officer
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No other person is required to sign this
Post-Effective Amendment No. 1 in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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