8-K

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 26, 2002



Derma Sciences, Inc.
(Exact name of registrant as specified in its charter)

Pennsylvania	1-31070	23-2328753
(State or other jurisdiction	(Commission	(IRS employer
of incorporation)	File Number)	identification number)

214 Carnegie Center, Suite 100
Princeton, NJ 08540
(609) 514-4744
(Address including zip code and telephone
number, of principal executive offices)

Item 5. Other Events and Regulation FD Disclosure

        Derma Sciences, Inc. (referred to herein as the “Registrant”) has entered into an employment agreement (the “Agreement”) with Robert C. Cole pursuant to which Mr. Cole will serve as the Registrant’s Vice President – Sales and Marketing with responsibility for the United States and Latin America. Certain principal provisions of the Agreement are summarized below:

1. Effective date:	January 1, 2003
2. Reporting senior:	President and Chief Executive Officer of the Registrant
3. Base salary:	$155,000 per year
4. Incentive compensation:	30% of base salary upon achievement of "plan" with additional incentive compensation in accordance with criteria to be established
5. Term:	One year with automatic renewal unless terminated by either party
6. Severance:	One year if terminated without cause or upon occurrence of a change in control of the Registrant
7. Stock options:	175,000 exercisable at $0.50 per share with 20% vested upon grant and 20% vested annually thereafter

        Prior to his association with the Registrant, Mr. Cole served since 1993 in a variety of executive capacities with B. Braun Medical, most recently as Vice President, Sales, Eastern Zone. As Vice President, Mr. Cole managed $100 million in sales in the Northeast and Canada. Previously, Mr. Cole served since 1984 with McGaw, Inc., most recently as Regional Manager in which capacity he managed sales of $42 million. Mr. Cole earned his Bachelor of Science degree in Biology, cum laude, from St. Vincent's College, Latrobe, Pennsylvania, in 1974.

        The Registrant incorporates by reference herein a conformed copy of the Agreement discussed above which Agreement is attached hereto as Exhibit 10.01.

2

Item 7. Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(c) Exhibits:

10.01 -   Agreement

        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.
Date: December 30, 2002	By: /s/ John E. Yetter            John E. Yetter, CPA       Vice President and Chief Financial Officer

3

EX-10

                                                                   EXHIBIT 10.01

                                   AGREEMENT


     THIS AGREEMENT, made as of the 26th day of November, 2002 by and between
Derma Sciences, Inc., a business corporation organized under the laws of the
Commonwealth of Pennsylvania ("Employer"), and Robert C. Cole ("Employee").

     WHEREAS, Employee will be employed by Employer as its Vice President -
Sales and Marketing, and

     WHEREAS, the parties desire to memorialize the terms and conditions of
Employee's employment by Employer,

     NOW, THEREFORE, the parties hereto, in consideration of the mutual promises
and covenants herein contained, hereby agree as follows:

     1. EMPLOYMENT. Employer hereby employs Employee, and Employee agrees to be
employed by Employer, as Employer's Vice President - Sales and Marketing upon
the terms and conditions hereinbelow set forth.

     2. TIME AND EFFORTS. Employee will devote substantially all of his business
time and efforts to his duties hereunder.

     3. COMPENSATION. During the Term hereof Employer shall pay compensation to
Employee as follows:

          (a) Base compensation at the rate of One Hundred Fifty Five Thousand
     ($155,000) per year;

          (b) Bonus, stock options and/or such other incentive compensation as
     may be determined by Employer's board of directors upon recommendation of
     its compensation committee.

     Reviews by the compensation committee of Employee's base compensation and
incentive compensation shall be undertaken not less often than annually. The
principal criteria utilized by the compensation committee in the conduct of its
reviews shall be the extent to which Employer attains its performance objectives
and the extent of Employee's contributions thereto.

     4. FRINGE BENEFITS. Employee shall receive a vehicle allowance, together
with medical, disability and group term insurance in accordance with Company
policies as from time-to-time established.

     5. TERM. This Agreement shall be effective as of January 1, 2003 and shall
expire on December 31, 2003 unless renewed or extended by mutual agreement of
the parties hereto. Provided, however, this Agreement shall automatically renew
for successive one-year periods unless, not later than ninety (90) days prior to
the end of a given Term hereof, Employer or Employee serves written notice upon
the other party of its/his intention not to renew this Agreement.

     6. SEVERANCE. Upon the failure by Employer, on or prior to each anniversary
hereof, to extend to Employee its offer to renew this Agreement for the
succeeding twelve month period, and provided only that Employer's failure to
renew this Agreement is "without cause," Employer shall pay to Employee
severance compensation in the amount of one year's base compensation at the rate
most recently in effect pursuant to paragraph 3(a) hereof.

     7. CHANGE IN CONTROL. Within six months of the occurrence of a "change in
control" of Employer (defined below), Employee may, but shall have no obligation
to, tender his resignation from Employer and receive severance compensation as
provided in paragraph 5 above to the same extent as if Employer failed to renew
this Agreement "without cause." For purposes of this paragraph, a "change in
control" shall mean a change in ownership of stock possessing greater than fifty
percent (50%) of the total combined voting power of all classes of stock
entitled to vote of Employer.

     IN WITNESS WHEREOF, this Agreement has been executed by Employee and
Employer as of the date first hereinabove written.

                                   EMPLOYER:

                                   DERMA SCIENCES, INC.



                                   By:/s/ Edward J. Quilty
                                      -----------------------------------------
                                      Edward J. Quilty
                                      President and Chief Executive Officer


                                   EMPLOYEE:



                                   /s/ Robert C. Cole
                                   --------------------------------------------
                                   Robert C. Cole