Attached files
| file | filename |
|---|---|
| EX-99.4 - EXHIBIT 99.4 - DERMA SCIENCES, INC. | v450815_ex99-4.htm |
| EX-99.3 - EXHIBIT 99.3 - DERMA SCIENCES, INC. | v450815_ex99-3.htm |
| EX-99.2 - EXHIBIT 99.2 - DERMA SCIENCES, INC. | v450815_ex99-2.htm |
| EX-23.1 - EXHIBIT 23.1 - DERMA SCIENCES, INC. | v450815_ex23-1.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 5, 2016
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)) |
Explanatory Note
On August 5, 2016, Derma Sciences, Inc. (the “Company”) and DP Merger Sub One, LLC, its wholly owned subsidiary, completed the acquisition of BioD, LLC (“BioD”), as more fully described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2016 (the “BioD 8-K”). This Amendment No. 1 to the BioD 8-K is being filed solely to include the financial statements and financial information required under Item 9.01, which were excluded from the BioD 8-K in reliance on paragraph (a)(4) of Item 9.01 of Form 8-K.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The audited financial statements for BioD as of December 31, 2015 and 2014 and for the years then ended, and the notes related thereto, are attached hereto as Exhibit 99.2 and are incorporated herein by reference. The unaudited financial statements of BioD as of June 30, 2016 and for the six month periods ended June 30, 2016 and 2015, and the notes related thereto, are attached hereto as Exhibit 99.3 and are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma consolidated balance sheet as of June 30, 2016 of the Company and BioD, and the unaudited pro forma consolidated statements of operations for the year ended December 31, 2015 and the six months ended June 30, 2016 of the Company and BioD, and the notes related thereto, are attached hereto as Exhibit 99.4 and are incorporated herein by reference.
(c) The following exhibits are included with this report:
| Exhibit | ||
| Number | Description | |
| 23.1± | Consent of BDO USA, LLP, Independent Auditors | |
| 99.1* | Press Release, dated July 28, 2016 | |
| 99.2± | Audited consolidated financial statements of BioD, LLC and subsidiaries as of December 31, 2015 and 2014 and for each of the years then ended, and the notes related thereto. | |
| 99.3± | Unaudited consolidated financial statements of BioD, LLC and subsidiaries as of June 30, 2016 and for the six month periods ended June 30, 2016 and 2015, and the notes related thereto. | |
| 99.4± | Unaudited pro forma consolidated balance sheet as of June 30, 2016 of Derma Sciences, Inc. and BioD, LLC and unaudited pro forma consolidated statements of operations for the year ended December 31, 2015 and the six months ended June 30, 2016 of Derma Sciences, Inc. and BioD, LLC, and the notes related thereto. |
* Previously filed.
± Filed herewith.
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 (Principal Financial Officer) | ||
Date: October 21, 2016
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 23.1± | Consent of BDO USA, LLP, Independent Auditors | |
| 99.1* | Press Release, dated July 28, 2016 | |
| 99.2± | Audited consolidated financial statements of BioD, LLC and subsidiaries as of December 31, 2015 and 2014 and for each of the years then ended, and the notes related thereto. | |
| 99.3± | Unaudited consolidated financial statements of BioD, LLC and subsidiaries as of June 30, 2016 and for the six month periods ended June 30, 2016 and 2015, and the notes related thereto. | |
| 99.4± | Unaudited pro forma consolidated balance sheet as of June 30, 2016 of Derma Sciences, Inc. and BioD, LLC and unaudited pro forma consolidated statements of operations for the year ended December 31, 2015 and the six months ended June 30, 2016 of Derma Sciences, Inc. and BioD, LLC and the notes related thereto. |
* Previously filed.
± Filed herewith.