-----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, WuQ3b45ifi3OFB8/sHq/bx2d/eczTCJTw53/DyJ2cswFr5GduUrJsFQ3shz6G+j9 EEMqgGAhJ9mbsZ44QiJi0w== 0001260415-09-000036.txt : 20090918 0001260415-09-000036.hdr.sgml : 20090918 20090917181250 ACCESSION NUMBER: 0001260415-09-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090911 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090918 DATE AS OF CHANGE: 20090917 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: 091075296 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 dyn8k-091109.txt 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) September 11, 2009 -------------------------- 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 8 - Other Events Item 8.01 Other Events. On September 11, 2009, the Board of Directors of the Registrant, Dynasil Corporation of America ("Dynasil"), elected Peter Sulick, age 58, and a current director, of Naples, FL as Chairman of Dynasil's Board of Directors. Mr. Sulick will continue as Chairperson of the Dynasil Board of Directors' Audit Committee and its Financial Expert. Former Dynasil Board Chairman, James S. Saltzman, has been elected Vice Chairman of the Board of Directors. On September 16, 2009, a press release was issued regarding these changes. The information set forth in that press release, which is filed as an exhibit to this Report, is incorporated herein by reference. On September 16, 2009, James Saltzman, Vice Chairman of Dynasil's Board of Directors sent a letter to stockholders, which also is filed as an exhibit to this Report and 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 September 16, 2009 relating to the election of Peter Sulick. 99.2 Dynasil Corporation of America letter to stockholders dated September 16, 2009. 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: By Craig T. Dunham President EX-99 2 dyn8k091109-ex991.txt Contact: Patty Kehe Dynasil Corporation of America Phone: (607) 272-3320, ext. 26 Email: pkehe@DynasilCorp.com Dynasil Announces Mr. Peter Sulick Elected Chairman of the Board of Directors WEST BERLIN, N.J. - September 16, 2009 - Dynasil Corporation of America (OTCBB: DYSL.OB) announced today that Mr. Peter Sulick has been elected the Chairman of the Dynasil Board of Directors. Former chair, Mr. James Saltzman, has been elected to the role of Vice Chairman. In addition to his new duties, Mr. Sulick will continue to serve as Chair of the Audit Committee of Dynasil's Board of Directors. Mr. Sulick, founder of Independence Broadcasting Corporation, PowerFone Inc., SSPCS Corp. and AmeriSite, LLC, joined the Dynasil Board in June of 2008 and became Chair of the Board's Audit Committee at that time. He 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 led 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 I TT. 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. Former Dynasil Chairman now Vice Chairman, Mr. James Saltzman stated: "Over the past five years, Dynasil has grown into a profitable and exciting Company. Mr. Sulick has the dynamic skills to be Chairman through the next stage of our growth." Dynasil CEO, Mr. Craig Dunham, added "We thank Jim who has been Chairman since 1999 and has shepherded Dynasil through profitable growth exceeding 70% per year for the last five years. We are extremely pleased to have Mr. Sulick take on the Chairman role given his track record of creating significant shareholder value." Mr. Sulick stated "I am excited to play a larger role with Dynasil as we continue to execute our strategy. Dynasil represents the kind of opportunities I have participated in throughout my career - significant and profitable growth through organic growth, commercialization of our broad research portfolio and acquisitions." About Dynasil: Dynasil has achieved profitable growth from $2 million in revenues to a running rate of $35 million during the past five years. It derives the majority of its revenue from contract research for government and private industry and is a manufacturer of specialized instruments and products for a broad range of applications markets in the medical, industrial, and homeland security/ defense sectors. This news release may contain forward-looking statements usually containing the words "believe," "expect," "work", "plan", 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 and services. EX-99 3 dyn8k091109-ex992.txt DYNASIL [Logos] September 17, 2009 Dear Fellow Shareholders, It is my pleasure to inform you that Peter Sulick has agreed to become Chairman of our board and I have accepted the role of Vice Chairman. Peter's abilities and experience will keep us on the path that began when I asked Craig Dunham to join and lead us in October of 2004. Since that time we have grown from $2.5 million to over $34 million of revenues, going from a modest loss to over $2 million in pre-tax profits. Our share price has grown from $.10 to over $2.00 per share, an increase of over 2000%, while the S&P 500 has declined approximately 5%. When we purchased RMD in July of 2008 we looked forward to the opportunities and the scientific capabilities that their organization would add to Dynasil. In the year that RMD has become a part of us, we have discovered that their scientific research abilities are far beyond our expectations. With close to 40 Ph.D.s, we have the ability and breadth to become a substantial technology-driven organization. Our ability to guide and execute the opportunities provided by our outstanding employees will determine the results for our bright future. For example, we recently were awarded eight Phase II SBIR grants by the Department of Energy totaling $6 million, subject to final contract negotiations, and we currently have a backlog of over $32 million in research grants. My role as Vice Chairman is to continue to lead us in the development of joint ventures, future acquisitions, and to help get our vision and message to the public. As we continue to grow, the public's interest should increase and create liquidity for you, our shareholders. Our team of Directors has great balance, with Craig Dunham as our CEO, Dr. Jerry Entine with his experience in creating a scientific enterprise, Cecil Ursprung who is outstanding in matters concerning business operations, and now Peter Sulick as Chairman. I have great confidence that Peter will lead us to even greater success than we have achieved in our past. I take great pride in helping to have built the team that has delivered these past results and I can assure you that we will give you every effort to create an even brighter and more prosperous future. It has been greatly rewarding to have served as your Chairman and I speak for all of us in thanking you for your patience and support. Dynasil's future has never been better. Sincerely, Jim Saltzman Vice Chairman About Dynasil: Dynasil has achieved profitable growth from $2 million in revenues to a running rate of $35 million during the past five years. It derives the majority of its revenue from contract research for government and private industry and is a manufacturer of specialized instruments and products for a broad range of applications markets in the medical, industrial, and homeland security/ defense sectors. This news release may contain forward-looking statements usually containing the words "believe," "expect," "work", "plan", 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 and services. -----END PRIVACY-ENHANCED MESSAGE-----