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