-----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, RB2rJ7skTcbwXixauVveq9Fk3T8Tb77JeVPZhv+rO3R1mzvjBu+tHESPdw7izAJ2 tDK/Ub3xcJnJVu/U3XTUkA== 0001260415-08-000018.txt : 20080616 0001260415-08-000018.hdr.sgml : 20080616 20080616144659 ACCESSION NUMBER: 0001260415-08-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080612 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080616 DATE AS OF CHANGE: 20080616 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: 08900341 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 dyn8k061208.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) June 12, 2008 -------------------------- 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 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)) Section 1 - Registrant's Business and Operations Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 12, 2008, the Registrant, Dynasil Corporation of America ("Dynasil"), entered into an arrangement whereby Mr. Peter Sulick, age 57, of Naples, FL agreed to become a Dynasil director for an initial partial one-year term that expires at the next annual shareholders meeting planned for February 2009. The Dynasil Board of Directors passed resolutions to increase the number of Directors from three to four and voted to appoint Mr. Sulick to fill the fourth Director position. Mr. Sulick will become Chairperson of the Audit Committee for Dynasil's Board of Directors' and its Financial Expert. On June 12, 2008, a press release was issued regarding this appointment. The information set forth in that press release, which is filed as an exhibit to this Report, is incorporated herein by reference. Mr. Sulick is currently President and CEO of AmeriSite, LLC, a family owned real estate development and investment company. Mr. Sulick's business background includes the founding of Independence Broadcasting Corporation, PowerFone Inc., SSPCS Corp. and AmeriSite, LLC. He has a particular experience in building media and technology companies, executing their business strategies and building operations. He has held chief executive officer, chief financial officer and corporate controller positions. His financial experience includes an initial public offering, numerous large debt and equity financings, franchising and a $350 million leveraged buy- out. Since 1985, Mr. Sulick has founded and led telecommunications companies that were later acquired by Nextel and T-Mobile. In the early part of his career, Mr. Sulick was a principal financial officer for Cablevision Systems and has also held several senior-level financial positions at the Communications Operations Group of ITT. He began his career in the audit department at Arthur Andersen & Co, in New York City following graduate school. He was a certified public accountant who earned his MBA in finance from the University of Massachusetts and a B.S. in Business Administration from The Citadel. Mr. Sulick has been a significant investor in Dynasil since 2005. In connection with his appointment as a director, Mr. Sulick has been granted options to acquire over a five year period up to 80,000 shares of Dynasil common stock at an exercise price of $3.09 per share. For acting as Chairperson of the Audit Committee of the Board of Directors and its Financial Expert, Mr. Sulick will receive a $5,000 retainer in addition to the normal compensation that Dynasil pays to its outside directors. As is the case with other outside directors, Mr. Sulick also will be eligible to receive option grants at the discretion of the Board of Directors. Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. EXHIBIT INDEX (c) Exhibits 99 Press Release dated June 12, 2008 relating to the appointment of Peter Sulick as a Dynasil Director. 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: June 12, 2008 By: /s/ Craig T. Dunham Craig T. Dunham President EX-99 2 dyn8k061208-ex99.txt EXHIBIT 99 - PRESS RELEASE Contact: Craig Dunham Dynasil Corporation of America Phone: (856) 767-4600 Email: cdunham@Dynasil.com Dynasil Announces Peter Sulick as New Director WEST BERLIN, N.J. - June 12, 2008 - Dynasil Corporation of America (OTCBB: DYSL.OB), a photonics company headquartered in New Jersey, announced today that Mr. Peter Sulick, founder of Independence Broadcasting Corporation, PowerFone Inc., SSPCS Corp. and AmeriSite, LLC, will be joining the Dynasil Board of Directors as Audit Committee Chairperson and Financial Expert. Dynasil Chairman, James Saltzman states: "We are pleased to welcome Mr. Sulick to the Board. His financial expertise and entrepreneurial background will be a terrific addition for our plan to grow to $100M by 2012." Peter Sulick is an entrepreneur with extensive background in building media and technology companies, executing their business strategy and building operations. He has served as CEO, CFO and Corporate Controller engaging in an IPO, numerous large debt and equity financings, franchising and a $350 million leveraged buy-out. Since 1985, Mr. Sulick has founded and lead telecommunications companies subsequently acquired by Nextel and T-Mobile. In the early part of his career, Mr. Sulick was a principal financial officer for Cablevision Systems and has also held several senior- level financial positions at the Communications Operations Group of ITT. He began his career in the audit department at Arthur Andersen & Co, in New York City following graduate school. He is a CPA, earned his MBA in finance from the University of Massachusetts and a B.S. in Business Administration from The Citadel. Mr. Sulick has been a significant investor in Dynasil since 2005. Dynasil is currently an $11 million manufacturer of photonic products including optical materials, components, coatings and specialized instruments. In December, 2007, Dynasil entered into a Letter of Intent to acquire a privately-owned, advanced instruments company that, if completed, is expected to more than triple revenues and profitability. "The acquisition would be transformational for Dynasil in that it would move us from a predominantly component-based supply chain to an instrumentation company with a considerable IP portfolio and extensive technology capability. It is also expected to add significant cash flow," said CEO and President, Craig T. Dunham. The acquisition is expected to be completed in July 2008. About Dynasil: Founded in 1960, Dynasil is a manufacturer of photonic products including optical materials, components, coatings and instruments for a broad range of applications markets in the medical, industrial and defense sectors. Its wholly-owned subsidiaries are located in New Jersey, Massachusetts and New York. 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-----