-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HsqqrMe586sHXh/y4iVb1SSg1+4T+5X0KmL2mILlEV2E+kGqXGsPpozIndIvxQQ6 ViDsIjCHSlPhYRpCQelQZw== 0001260415-04-000027.txt : 20040812 0001260415-04-000027.hdr.sgml : 20040812 20040812173057 ACCESSION NUMBER: 0001260415-04-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030812 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNASIL CORP OF AMERICA CENTRAL INDEX KEY: 0000030831 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 221734088 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27503 FILM NUMBER: 04971311 BUSINESS ADDRESS: STREET 1: 385 COOPER RD CITY: WEST BERLIN STATE: NJ ZIP: 08091 BUSINESS PHONE: 8567674600 MAIL ADDRESS: STREET 1: 385 COOPER RD CITY: WEST BERLIN STATE: NJ ZIP: 08091 8-K 1 dyn8k-081304.txt DYNASIL CORPORATION OF AMERICA FORM 8-K 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 Act of 1934 Date of Report (Date of earliest event reported): August 12, 2004 --------------- Dynasil Corporation of America - ------------------------------------------------------------ (Exact name of registrant as specified in its charter) New Jersey 22-1734088 ----------- ---------- (State or other (IRS Employer jurisdiction of incorporation) Identification No.) 385 Cooper Road, West Berlin, New Jersey, 08091 - ------------------------------------------------------------ (Address of principal executive offices) (856)-767-4600 - ------------------------------------------------------------ (Registrant's telephone number, including area code) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. ( c ) Exhibits 99.1 Dynasil Corporation of America earnings press release dated August 12, 2004. ITEM 12. RESULTS OF OPERATION AND FINANCIAL STATEMENTS. On August 12, 2004, Dynasil Corporation of America ("Registrant") issued a press release announcing its financial results for its third quarter ended June 30, 2004. A copy of the press release is attached as Exhibit 99 to this Report on Form 8-K. This information is being furnished pursuant to Item 12 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DYNASIL CORPORATION OF AMERICA Date: August 13, 2004 By: /s/ John Kane ----------------------------- John Kane President, Chief Executive Officer and Chief Financial Officer EXHIBIT INDEX 99.1 Press release, dated August 12, 2004, issued by Dynasil Corporation of America announcing its financial results for the third quarter ended June 30, 2004. EX-99 2 dyn8k-081204ex99.txt PRESS RELEASE Exhibit 99.1 John Kane President and CEO Dynasil Corporation of America Phone: (856) 767-4600 Email: jkane@dynasil.com Dynasil Announces 3rd Quarter Results - Fiscal Year 2004 WEST BERLIN, N.J.- August 12, 2004 - Dynasil Corporation of America (OTCBB: DYSL), fabricator of optical blanks from synthetic fused silica, fused quartz, and other optical materials for the semi-conductor, laser, space and optical components industries announced results of operations for the 3rd quarter ended June 30, 2004. Revenues for the quarter ended June 30, 2004 were $505,504, a decrease of 18.2% over revenues of $618,394 for the quarter ended June 30, 2003. The net loss for the quarter ended June 30, 2004 was $97,926, or a negative $.04 per share, compared with a net loss of $33,812, or a negative $.02 per share for the quarter ended June 30, 2003. "We continue to feel the effects of low demand and aggressive pricing," said John Kane, President and CEO of Dynasil Corporation. "In addition to adding other optical glasses, in an effort to expand our product line, we will continue to maintain tight controls over expenses until demand improves," added Mr. Kane. In an unrelated development, Mr. Kane also announced that he had advised Dynasil's Board of Directors that he did not intend to renew his Employment Agreement dated December 1, 2000. The timing of this announcement was to ensure a smooth and timely transition in finding a replacement. About Dynasil: Founded in 1960, Dynasil Corporation of America is a fabricator of optical blanks from synthetic fused silica, fused quartz and other optical materials. For over four decades, Dynasil has provided high quality synthetic fused silica and fused quartz products to customers for a wide and ever increasing range of applications. This news release may contain forward-looking statements usually containing the words "believe," "expect," or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act. Future results of operations, projections, and expectations, which may relate to this release, involve certain risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, the factors detailed in the Company's Annual Report or Form 10-KSB and in the Company's other Securities and Exchange Commission filings, continuation of existing market conditions and demand for our products. Dynasil Corporation of America and Subsidiaries Consolidated Balance Sheets (Unaudited) June 30 September 30 2004 2003 ASSETS Current assets Cash and cash equivalents $89,376 $323,321 Accounts receivable 244,337 242,919 Inventories 375,898 435,820 Prepaid expenses and other 22,518 38,935 current assets --------- --------- Total current assets 732,129 1,040,995 Property, plant and equipment, net 445,904 558,191 Other assets 54,173 10,654 --------- --------- Total Assets $1,232,206 $1,609,840 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current portion of long-term $120,000 $140,925 debt Accounts payable 115,742 131,518 Accrued expenses and other 107,024 73,624 current liabilities --------- --------- Total current liabilities 342,766 346,067 Long-term debt, net 568,889 772,781 Stockholders' Equity 320,551 490,992 --------- --------- Total Liabilities and Stockholders' $1,232,206 $1,609,840 Equity ========= ========= Dynasil Corporation of America and Subsidiaries Consolidated Statement Of Operations (Unaudited) Three months Nine months ended ended June 30 June 30 2004 2003 2004 2003 -------- ------- --------- --------- Revenues $505,504 $618,394 $1,722,467 $1,874,242 Cost of Revenues 417,299 492,506 1,337,204 1,458,114 -------- ------- --------- --------- Gross Profit 88,205 125,888 385,263 416,128 Selling, general and 173,740 149,694 528,243 498,544 administrative -------- ------- --------- --------- Loss from operations (85,535) (23,806) (142,980) (82,416) Other income (expense) Interest expense - net (12,391) (10,006) (27,851) (33,183) -------- ------- --------- --------- Loss before provision for (97,926) (33,812) (170,831) (115,599) income taxes Provision for income taxes -------- ------- --------- --------- Net loss ($97,926) ($33,812) ($170,831) ($115,599) Basic net loss per common share ($0.04) ($0.02) ($0.08) ($0.05) Diluted net loss per common ($0.04) ($0.02) ($0.08) ($0.05) share -----END PRIVACY-ENHANCED MESSAGE-----