UNITED
STATES
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): November 30, 2010
Derma
Sciences, Inc.
(Exact name of registrant as specified
in its charter)
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Pennsylvania
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1-31070
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23-2328753
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(State
or other jurisdiction
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(Commission
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(IRS
employer
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of
incorporation)
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File
Number)
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identification
number)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01 Changes in Registrant’s Certifying Accountant
On
November 30, 2010, Derma Sciences, Inc. (the “Company”) dismissed Ernst &
Young LLP (“Ernst & Young”) as the Company’s independent registered public
accounting firm. The Company, also on November 30, 2010, engaged KPMG
LLP (“KPMG”) as the Company’s new independent registered public accounting
firm. The decision to dismiss Ernst & Young and engage KPMG was
made at the direction of the audit committee of the Company’s board of
directors.
The
reports of Ernst & Young on the consolidated financial statements of the
Company for the fiscal years ended December 31, 2008 and 2009 did not contain an
adverse opinion or a disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope or accounting principles.
During
the Company’s fiscal years ended December 31, 2008 and 2009, and through
November 30, 2010, the Company did not have any disagreement with Ernst &
Young on any matter of accounting principle or practice, financial statement
disclosure or auditing scope or procedure which, if not resolved to the
satisfaction of Ernst & Young, would have caused it to make reference to the
matter in connection with its report on the Company’s financial statements for
the relevant year.
During
the Company’s fiscal years ended December 31, 2008 and 2009 and through November
30, 2010, no “reportable events” as defined in Item 304(a)(1)(v) of Regulation
S-K have occurred.
A copy of
Ernst & Young’s letter to the Securities and Exchange Commission dated
December 2, 2010 stating whether it agrees with the foregoing statements is
filed as Exhibit 16.1 to this Form 8-K.
During
the Company’s fiscal years ended December 31, 2008 and 2009 and through November
30, 2010, neither the Company nor anyone acting on its behalf consulted with
KPMG regarding any of the matters specified in Item 304(a)(2) of Regulation
S-K.
Item
9.01 Financial Statements and Exhibits
(c) Exhibits:
16.1 Letter
from Ernst & Young LLP to the Securities and Exchange
Commission
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.
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DERMA
SCIENCES, INC. |
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By:
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/s/ John
E. Yetter |
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John
E. Yetter, CPA |
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Vice
President and Chief Financial Officer |
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Date: December
2, 2010