-----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, JhwUSKURq4K6wckuKOumjN5yl/wrLQT1UrQwrywm3nSVwsjPzDeIp4oCpiZSQIG2 ADmTTUH7wJ62GzmGgNMbUg== 0001260415-07-000048.txt : 20071226 0001260415-07-000048.hdr.sgml : 20071225 20071226094454 ACCESSION NUMBER: 0001260415-07-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071218 ITEM INFORMATION: Other Events FILED AS OF DATE: 20071226 DATE AS OF CHANGE: 20071226 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: 071325170 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 dyn8k122107.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) December 18, 2007 -------------------------- Dynasil Corporation of America ------------------------------------------------------------ (Exact name of registrant as specified in its charter) New Jersey 000-27503 22- 1734088 --------------------------- ------------ --------------- (State or other (Commission (IRS Employer jurisdiction of incorporation) File Number) Identification No.) 385 Cooper Road, West Berlin, New Jersey 08091 ------------------------------------------------------------ (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 sincelast report) Check the appropriate box below if the Form 8-K filingis intended to simultaneously satisfy the filingobligation of the registrant under any of the following provisions(see General Instructions A.2. below): [] Written communications pursuant to Rule 425 underthe Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 underthe Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 1 - Registrant's Business and Operations Item 8.01 Other events On December 18, 2007, Dynasil Corporation of America entered into a Letter of Intent to acquire a privately-owned advanced instrumentation company. Terms of the agreement were not disclosed. The company to be acquired has developed and manufactured instruments with high growth potential, which are sold into the medical, environmental sensing and quality assurance markets. It also has a significant research and development team performing a number of government contracts for the Department of Homeland Security and other major federal agencies. The Letter of Intent plans a Spring 2008 closing. Among other things, the transaction is contingent on negotiation and execution of definitive agreements, successful due diligence and obtaining necessary financing. It also calls for employment of the current principals to assist with a smooth transition. On December 20, 2007, a press release was issued regarding this letter of intent. The information set forth in that press release, which is filed as an exhibit to this Report, is incorporated herein by reference. Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. EXHIBIT INDEX (c) Exhibits 99.1 Dynasil Corporation of America press release dated December 20, 2007. 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: 12/21/07 By /s/ Craig T. Dunham Craig T. Dunham President EX-99 2 dyn8k122107-ex99.txt PRESS RELEASE Contact: Craig Dunham Dynasil Corporation of America Phone: (856) 767-4600 Email: cdunham@Dynasil.com Dynasil Announces Agreement to Buy Advanced Instrumentation Company WEST BERLIN, N.J. December 20, 2007 Dynasil Corporation of America (OTCBB: DYSL.OB), a photonics company headquartered in New Jersey, announced today that it has entered into a Letter of Intent to acquire a privately- owned advanced instrumentation company. Terms of the agreement were not disclosed. Dynasil Chairman, James Saltzman states: "This acquisition, if completed, should more than triple the size of Dynasil. Including this transaction, we should have a compound annual growth rate exceeding 100% since implementing our growth strategy three years ago." Dynasil is currently an $11 million manufacturer of photonics products including optical materials, components, coatings and specialized sub-systems. It has business units in New Jersey, Massachusetts and Upstate New York that manufacture optical components and subassemblies for a broad range of markets including display systems, optical instruments, satellite communications and lighting. "We are excited about this opportunity," remarked CEO and President, Craig T. Dunham, "It represents the addition of significant, new capability sets to Dynasil and greatly expands our portfolio of medical and general instrumentation." The company to be acquired has developed and manufactured instruments with high growth potential, which are sold into the medical, environmental sensing and quality assurance markets. It also has a significant research and development team performing a number of government contracts for the Department of Homeland Security and other major federal agencies. "With its advanced research capabilities, we expect that this R&D facility will enable us to obtain both Small Business Innovative Research (SBIR) and non-SBIR government funding to offset some of the cost of developing new, high technology products," Craig Dunham explained. "The acquisition would be transformational for Dynasil in that it would move us from a predominantly component-based supply company to an instrumentation company with a considerable IP portfolio, extensive technology capability and significantly increased cash flow." The Letter of Intent plans a Spring 2008 closing. Among other things, the transaction is contingent on negotiation and execution of definitive agreements, successful due diligence and obtaining necessary financing. It also calls for employment of the current principals to assist with a smooth transition to Dynasil ownership. Dynasil has acquired two other companies during the last three years and has delivered significant performance improvements at all three of its business units. Descriptions of Dynasil's strategy and performance are contained in its 10- KSB annual report which was released on December 20, 2007 and is available for viewing at www.Dynasil.com. About Dynasil: Founded in 1960, Dynasil is a manufacturer of photonic products including optical materials, components, coatings and specialized sub-systems. 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. -----END PRIVACY-ENHANCED MESSAGE-----