S-8 POS 1 dyns8pos2.txt DYNASIL CORPORATION OF AMERICA REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 6, 2009. Registration No. 333-46068 ================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 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 jurisdiction of (IRS Employer incorporation or organization) Identification No.) 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) 1,500,000 shares $1.10 $1,725,000 $152.00 TOTAL REGISTRATION FEE $152.00 (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 $1.10 per share average of the bid and asked price for the registrant's common stock on the over the counter market on March 3, 2009 (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 This Post-Effective Amendment No. 2 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 and Post-Effective Amendment No. 1 to the Registration Statement pursuant to which the Company registered an additional 900,000 shares under the 1999 Stock Incentive Plan and an additional 300,000 shares under its Employee Stock Purchase Plan. On February 3, 2009, the Registrant increased the number of shares available under the 1999 Stock Incentive Plan by 1,500,000 shares. This Post-Effective Amendment increases the total number of shares under the 1999 Stock Incentive Plan registered under the Registration Statement to 2,850,000. 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. 2 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 March 6, 2009. 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 6th day of March, 2009. Signature Title /s/ Craig T. Dunham* President and Chief Executive Officer, Director Craig T. Dunham /s/ Paul Weaver Principal Financial and Accounting Officer ---------------------------- Paul Weaver /s/ James Saltzman 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 (previously filed with Post-Effective Amendment No. 1 to the Registration Statement)