DSCI Derma Sciences, Inc.

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

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):

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 ”):

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.

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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