-----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, Erjx2/ojRyfKTszNnAFV46HtFSkXSaIfBEedscAVOquFRbb1mnIoN2LGK5iElYor Ub6BxIWW5d1uIChlxIh3Og== 0001260415-08-000040.txt : 20080821 0001260415-08-000040.hdr.sgml : 20080821 20080821114349 ACCESSION NUMBER: 0001260415-08-000040 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080821 DATE AS OF CHANGE: 20080821 EFFECTIVENESS DATE: 20080821 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-46068 FILM NUMBER: 081031574 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 S-8 POS 1 dyn-s8pos.txt POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on August 21, 2008 Registration No. 333-46068 ================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DYNASIL CORPORATION OF AMERICA (Exact name of registrant as specified in its charter) Delaware 22-1734088 (State or other (IRS Employer jurisdiction of Identification No.) organization) 385 Cooper Road West Berlin, NJ 08091 (856) 767-4600 (Address of Principal Executive Offices) 1996 STOCK INCENTIVE PLAN 1999 STOCK INCENTIVE PLAN EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) Craig T. Dunham President and Chief Executive Officer Dynasil Corporation of America 385 Cooper Road West Berlin,NJ 08091 (856) 767-4600 (Name, address, telephone number, including area code, of agent for service) with a copy to: Gerald Chalphin, Esq. 427 E. Mt. Pleasant Avenue Philadelphia, PA 19119 (215) 248-1113 CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Title of Securities Amount Offering Aggregate Amount of to be Registered to be Price Offering Registration Registered(1) Per Unit Price Fee - ----------------------------------------------------------------------- Common Stock, $.0005 par value (2)(3) 900,000 shares $2.25 $2,025,000 $276.00 Common Stock, $.0005 par value (2)(4) 300,000 shares $2.25 $ 675,000 $ 92.00 TOTAL REGISTRATION FEE $368.00 (1) Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance under the Dynasil Corporation of America 1999 Stock Incentive Plan and Employee Stock Purchase Plan as a result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock. (2) Estimated pursuant to Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee, and based upon the $2.25 per share average of the bid and asked price for the registrant's common stock on the over the counter market on August 15, 2008 (a date within five business days prior to the date of filing the Registration Statement). (3) Shares to be issued pursuant to the Dynasil Corporation of America 1999 Stock Incentive Plan (4) Shares to be issued pursuant to the Dynasil Corporation of America Employee Stock Purchase Plan This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 ("Registration Statement") incorporates by reference the contents and information set forth in the Registration Statement, Registration No. 333-46068 on Form S-8 filed with the Securities and Exchange Commission on September 19, 2000, pursuant to which the Company registered an aggregate of 650.000 shares of the Company's common stock, $0.0005 par value per share. On January 18, 2005, the Registrant increased the number of shares available under the 1999 Stock Incentive Plan by 900,000 shares and the number of shares available under its Employee Stock Purchase Plan by 300,000. This Post-Effective Amendment increases the total number of shares under the 1999 Stock Incentive Plan registered under the Registration Statement to 1,350,000 and the total number of shares under the Employee Stock Purchase Plan registered under to Registration Statement to 403,535. Item 8. Exhibits. Exhibit Number Description 5 Opinion of Gerald Chalphin, Esq. 23(a) Consent of Gerald Chalphin, Esq. (included in Exhibit 5 to this Registration Statement) 23(b) Consent of Haefele, Flanagan & Co., p.c. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Berlin, State of New Jersey on August 21, 2008. DYNASIL CORPORATION OF AMERICA By: /s/ Craig T. Dunham -------------------- Name: Craig T. Dunham Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement or post-effective amendment thereto, has been signed below by the following persons in the capacities and on the 21st day of August, 2008. Signature Title /s/ Craig T. Dunham* President and Chief Executive Officer - ----------------------- Craig T. Dunham /s/ Laura Lunardo Principal Financial Officer - ----------------------- Laura Lunardo /s/ Eugene Talerico Principal Accounting Officer - ----------------------- Eugene Talerico Director - ----------------------- James Saltzman /s/ Cecil Ursprung* Director - ----------------------- Cecil Ursprung /s/ Peter Sulick* Director - ----------------------- Peter Sulick * pursuant to Power of Attorney EXHIBIT INDEX Exhibit No. Description of Document 5 Opinion of Gerald Chalphin, Esq. 23(a) Consent of Haefele, Flanagan & Co., p.c., Independent Public Accountants 23(b) Consent of Gerald Chalphin (included in Exhibit 5) 24 Powers of Attorney EX-5 2 dyn-s8posex5.txt OPINION AND CONSENT OF GERALD CHALPHIN GERALD CHALPHIN ATTORNEY AND COUNSELLOR AT LAW 427 E. MT. PLEASANT AVE. PHILADELPHIA, PA 19119 215-248-1113 (phone) 215-242-0173 (fax) 215-680-2359 (cell) gchalphin@verizon.net August 20, 2008 Dynasil Corporation of America 385 Cooper Road West Berlin, NJ 08091 RE: Dynasil Corporation of America Dear Sirs: I have rendered certain legal services to you with respect to your filing of Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (the "Amendment") with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the "Act"), an aggregate of 1,200,000 shares of your common stock, par value $0.0005 per share (the "Common Stock"), that may be issued pursuant to your 1999 Incentive Stock Plan and Employee Stock Purchase Plan (together, the "Plans"). This will advise you that in my opinion the aggregate 1,200,000 shares of the Common Stock that may be issued by you under the Plans, when issued pursuant to and in accordance with the terms, conditions and provisions of the Plans, will be legally issued, fully paid and nonassessable. I consent to the filing of this opinion as an exhibit to the Amendment. Please note, however, that in so doing, I do not thereby admit or concede that I am within the category of persons whose consent is required under the Act, the rules and regulations of the Securities and Exchange Commission thereunder or otherwise. Very truly yours, /s/ Gerald Chalphin Gerald Chalphin GC:mtf EX-23 3 dyn-s8posex23a.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Post- Effective Amendment No. 1 to the Registration Statement (Form S-8) pertaining to the Dynasil Corporation of America 1999 Stock Incentive Plan and Employee Stock Purchase Plan of our reports dated December 14, 2007, with respect to the consolidated financial statements of Dynasil Corporation of America and Subsidiaries included in its Annual Report (Form 10-KSB) for the year ended September 30, 2007 filed with the Securities and Exchange Commission. Haefele, Flanagan & Co.,p.c. Maple Shade, New Jersey August 20, 2008 EX-24 4 dyn-s8posex24.txt POWERS OF ATTORNEY POWER OF ATTORNEY The undersigned, a director and/or executive officer of Dynasil Corporation of America, and the person whose signature appears below, constitutes and appoints Craig T. Dunham and Patricia L. Johnson, or any of them, his or her true and lawful attorneys-in- fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign a post-effective amendment and any or all other amendments to Securities and Exchange Commission Registration Statement No. 333-46068, including additional post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all his said attorneys-in-fact and agents or any of them or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ Craig T. Dunham Signature Craig T. Dunham Print Name August 21, 2008 Date POWER OF ATTORNEY The undersigned, a director and/or executive officer of Dynasil Corporation of America, and the person whose signature appears below, constitutes and appoints Craig T. Dunham and Patricia L. Johnson, or any of them, his or her true and lawful attorneys-in- fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign a post-effective amendment and any or all other amendments to Securities and Exchange Commission Registration Statement No. 333-46068, including additional post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all his said attorneys-in-fact and agents or any of them or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ Cecil Ursprung Signature Cecil Ursprung Print Name August 21, 2008 Date POWER OF ATTORNEY The undersigned, a director and/or executive officer of Dynasil Corporation of America, and the person whose signature appears below, constitutes and appoints Craig T. Dunham and Patricia L. Johnson, or any of them, his or her true and lawful attorneys-in- fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign a post-effective amendment and any or all other amendments to Securities and Exchange Commission Registration Statement No. 333-46068, including additional post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all his said attorneys-in-fact and agents or any of them or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ Peter Sulick Signature Peter Sulick Print Name August 21, 2008 Date -----END PRIVACY-ENHANCED MESSAGE-----