EXHIBIT 10.01
Name of Offeree: ___________________________ Document No.: __________
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
THIS MEMORANDUM IS FOR THE CONFIDENTIAL USE OF THE OFFEREE NAMED
ABOVE AND MAY NOT BE REPRODUCED IN WHOLE OR IN PART
DERMA SCIENCES, INC.
_________________
2,500,000 Units Each Consisting of Four Shares of Common Stock and One Warrant
to
Purchase One Share of Common Stock
Minimum Investment - 5,000 Units
_________________
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("COMMISSION") DOES NOT
PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE
TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE COMPLETENESS OR ACCURACY OF ANY
PRIVATE PLACEMENT MEMORANDUM OR OTHER SELLING LITERATURE. THESE SECURITIES ARE
OFFERED PURSUANT TO EXEMPTION FROM REGISTRATION WITH THE COMMISSION. THE
COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED
HEREUNDER ARE EXEMPT FROM REGISTRATION.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS
OF ANY STATE AND ARE OFFERED PURSUANT TO CERTAIN EXEMPTIONS THERE-UNDER. THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY STATE
SECURITIES AGENCY.
THIS PRIVATE PLACEMENT MEMORANDUM IS FURNISHED ON A CONFIDENTIAL BASIS SOLELY
FOR THE PURPOSE OF PERMITTING OFFEREES TO EVALUATE THE INVESTMENT OFFERED
HEREBY. THIS PRIVATE PLACEMENT MEMORANDUM IS PERSONAL TO EACH OFFEREE AND DOES
NOT CONSTITUTE AN OFFER TO ANY OTHER PERSON. DISTRIBUTION OF THIS PRIVATE
PLACEMENT MEMORANDUM, OR ANY OF THE CONTENTS HEREOF, TO ANY PERSON OTHER THAN
THE OFFEREE AND THOSE PERSONS, IF ANY, RETAINED TO ADVISE SUCH OFFEREE IS
UNAUTHORIZED.
Price to
Investors Selling Commissions
or Discounts (1) Proceeds to
the Company (2) Per Unit $2.40 $0.192 $2.208 Minimum $5,400,000 $432,000
$4,968,000 Maximum $6,000,000 $480,000 $5,520,000
(1)
Assumes that sales of all Units offered hereby are effected by Taglich
Brothers, Inc. and/or by placement agents whose compensation relative to sales
of the Units is identical to that of Taglich Brothers, Inc. (2)
Before
deducting offering expenses payable by the Company in connection with this
Offering estimated to aggregate $50,000.
The Units are offered by the Company subject to prior sale, withdrawal,
cancellation or modification of the offer without notice and subject also to the
right of the Company to reject any subscription in whole or in part.
TAGLICH BROTHERS, INC.
The date of this Confidential Private Placement Memorandum is April 5, 2006.
THE UNITS WILL BE OFFERED PURSUANT TO REGULATION D PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. BY HIS/HER/ITS ACCEPTANCE OF THE UNITS EACH
INVESTOR IS DEEMED TO REPRESENT TO THE COMPANY THAT HE/SHE/IT IS ACQUIRING THE
UNITS FOR HIS/HER/ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS AN
AGENT FOR OTHERS FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, THE PUBLIC DISTRIBUTION THEREOF.
THIS MEMORANDUM DOES NOT KNOWINGLY CONTAIN AN UNTRUE STATEMENT OF A MATERIAL
FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
NO