Unassociated Document
 
OMB APPROVAL
  
 
OMB Number: 3235-0145
  
 
Expires: February 28, 2009
  
 
Estimated average burden hours per response...10.4
  
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13G
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
Derma Sciences, Inc.
(Name of Issuer)
 
Common Stock, $0.01 par value
(Title of Class of Securities)
 
249827106
(CUSIP Number)
 
February 23, 2010
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
     o     Rule 13d-1(b)
 
     x Rule 13d-1(c)
 
     o     Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
  


 
CUSIP No.
249827106 
     
 
NAMES OF REPORTING PERSONS
  
1
 Comvita New Zealand Limited
  
     
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  
2
  
(a) o
   
(b) o
 
SEC USE ONLY
  
3
    
      
 
CITIZENSHIP OR PLACE OF ORGANIZATION
  
4
 New Zealand
  
     
 
SOLE VOTING POWER
 
5
 1,143,750
     
NUMBER OF
SHARED VOTING POWER
SHARES
 6  
BENEFICIALLY
    
OWNED BY
 
SOLE DISPOSITIVE POWER
EACH REPORTING
 7
 1,143,750
PERSON WITH
    
 
 
SHARED DISPOSITIVE POWER
 
8
  
     
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
9
 1,143,750
  
     
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
10
    
   
o
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
11
 16.71%
  
     
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
12
 CO
  
     
 
 
CUSIP No.
249827106 
Page 1 of 4
 
SCHEDULE 13G/A

Item 1(a)
Name of Issuer:
Derma Sciences, Inc.

Item 1(b)
Address of Issuer’s Principal Executive Offices:
214 Carnegie Center, Suite 100, Princeton, New Jersey 08540

Item 2(a)
Name of Person Filing:
Comvita New Zealand Limited

Item 2(b)
Address of Principal Business Office:
Wilson Road South, Private Bag 1, Te Puke 3189, New Zealand

Item 2(c)
Place of Organization:
New Zealand

Item 2(d)
Title of Class of Securities:
 
(1)
858,333 Shares of Common Stock, $0.01 par value per share (“Common Stock”) of Derma Sciences, Inc. (“Issuer”);
 
(2)
Series H Warrants to purchase up to 52,084 shares of Common Stock at a per share purchase price of $8.00 exercisable through 4/30/2011;
 
(3)
Series N Warrants to purchase up to 100,000 shares of Common Stock at a per share purchase price of $6.25 exercisable through 2/23/2015; and
 
(4)
Series Q Warrants to purchase up to 133,333 shares of Common Stock at a per share purchase price of $5.50 exercisable through 2/23/2015.

Item 2(e)
CUSIP Number:
249827106

 
CUSIP No.
249827106 
Page 2 of 4
 
Item 3
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)
o
Broker or dealer registered under Section 15 of the Exchange Act;
(b)
o
Bank as defined in Section 3(a)(6) of the Exchange Act;
(c)
o
Insurance company as defined in Section 3(3)(19) of the Exchange Act;
(d)
o
Investment company registered under Section 8 of the Investment Company Act;
(e)
o
An investment adviser in accordance with Rule 13d-1(b) (1)(ii)(E);
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)
o
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)
o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)
o
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
 
Item 4
Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1:

(a)
Amount beneficially owned:

 
1,143,750 shares of Common Stock

(b)
Percent of class:

 
16.71 %

(c)
Number of  shares as to which such person has:

 
(i)
Sole power to vote or to direct the vote:
  1,143,750
 
(ii)
Shared power to vote or to direct the vote:
  None
 
(iii)
Sole power to dispose or to direct the disposition of:
  1,143,750
 
(iv)
Shared power to dispose or to direct the disposition of:
  None

Item 5
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
 
 
CUSIP No.
249827106 
Page 3 of 4
 
Item 6
Ownership of More than Five Percent on Behalf of Another Person.


Item 7
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.


Item 8
Identification and Classification of Members of the Group.


Item 9
Notice of Dissolution of Group.


Item 10
Certifications.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
CUSIP No.
249827106 
Page 4 of 4
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
COMVITA NEW ZEALAND LIMITED
  
       
Date: 2/25/2010
By:
/s/ Brett Hewlett  
  Name:   Brett Hewlett  
  Title:   Chief Executive Officer