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 21, 2006
                  --------------------------

                 Dynasil Corporation of America
   ---------------------------------------------------------
  (Exact name of registrant as specified in its charter)

     New Jersey                   000-27503         22-1734088
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(State or other                   (Commission     (IRS Employer
jurisdiction of incorporation)    File Number)  Identification No.)


            385 Cooper Road, West Berlin, New Jersey 08091
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         (Address of principal executive offices)   (ZIP Code)

Registrant's telephone number, including area code:  (856)-767-4600

                           Not Applicable
  ----------------------------------------------------------
     (Former name or former address, if changed since last report)

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 Instructions A.2. below):

[] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))






ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

     In accordance with its previously announced growth
strategy, Dynasil Corporation of America ("Dynasil") signed
a definitive Stock Purchase Agreement on August 21, 2006 to
acquire all the stock of Evaporated Metal Films Corp. of
Ithaca, New York ("EMF").  EMF provides optical thin-film
coatings for a broad range of application markets including
display systems, optical instruments, satellite
communications and lighting.  EMF's products and services
are sold to optics markets that are related to those
currently served by Dynasil and its Optometrics Corporation
subsidiary ("Optometrics").  The agreement calls for Dynasil
to purchase 100% of EMF's stock from its current owner and
CEO, Ms. Megan Shay, for the payment of $1.1 million in cash
at closing.   Ms. Shay had no previous relationship with
Dynasil, its affiliates or directors other than through EMF
as an independent third party purchaser of fused silica
parts from, and provider of optical coatings to, Dynasil.
As part of the acquisition transaction, Ms. Shay will enter
into a one year employment agreement which may be extended
on mutual agreement for an additional six months.
Consummation of the transaction is contingent upon several
customary, but important and necessary, conditions that may
not be met, including obtaining required debt and equity
financing from outside sources on acceptable terms.  The
agreement also contains customary representations and
warranties, covenants and mutual indemnification rights and
obligations to a maximum of $100,000 except in certain
instances. Dynasil expects that, if consummated, the
acquisition will close at the start of its next fiscal year
on October 2, 2006, although the agreement allows either
party to extend the closing date up to 31 days.  Copies of
the form of Stock Purchase Agreement and a press release
describing the pending transaction are attached as Exhibits
2.1 and 99.1 to this Report on Form 8-K.



ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS.

 ( c ) Exhibits


2.1 Form of Stock Purchase Agreement dated August 21, 2006
among Dynasil Corporation of America, Ms. Megan Shay and
Evaporated Metal Films Corp.

2.2 Employment Agreement between Dynasil Corporation of
America and Megan Shay.

99.1 Dynasil Corporation of America press release dated
August 21, 2006.



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
                               (Registrant)

Date:     August 21, 2005      By:  /s/ Craig Dunham
                                    Craig Dunham
                                    President and Chief Executive Officer








                             EXHIBIT INDEX

2.1 Form of Stock Purchase Agreement dated August 21, 2006
among Dynasil Corporation of America, Ms. Megan Shay and
Evaporated Metal Films Corp.

2.2 Employment Agreement between Dynasil Corporation of
America and Megan Shay.

99.1 Press release, dated August 21, 2006, issued by Dynasil
Corporation of America announcing its pending acquisition of
the stock of Evaporated Metal Films Corp.