8-K 1 dyn8k072210.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) July 19, 2010 -------------------------- Dynasil Corporation of America ------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 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) (856)-767-4600 ---------------------------------------------------------- (Registrant's telephone number, including area code) 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: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) ITEM 2.01 Completion of Acquisition or Disposition of Assets On July 19, 2010, Dynasil Corporation of America, a Delaware corporation ("Dynasil"), completed the acquisition of 100% of the issued and outstanding stock of Hilger Crystals Limited ("Hilger") from Newport Corporation ("Newport"). Hilger, located in Margarte, Kent, England, is engaged in the manufacture of synthetic crystals for infrared spectroscopy and x-ray and gamma ray detection. Pursuant to the Share Purchase Agreement dated July 19, 2010 (the "Share Purchase Agreement") by and among Dynasil, Newport, Hilger and Newport Spectra-Physics Limited, Dynasil acquired 100% of the issued and outstanding stock of Hilger for an initial payment of $4 million and an additional payment of $0.75 million after eighteen months which may be reduced or eliminated based on Hilger current business revenues for the eighteen months following the acquisition. In addition, there is an adjustment to the purchase price based on the actual working capital of Hilger at closing. In connection with the acquisition, Dynasil and Newport entered into a transition services arrangement. The Share Purchase Agreement contained representations, warranties, covenants (including special indemnification rights in favor of Dynasil for certain matters), and other terms, conditions and provisions that are customary for these kinds of transactions. Reference is made to the complete and final form of the Share Purchase Agreement which is filed as Exhibit 10.1 to this Report and which is incorporated herein by reference. Dynasil funded the $4 million purchase price by borrowing under the Company's Acquisition Line of Credit with Sovereign/Santander Bank. The Acquisition Line of Credit is described in Item 2.03 of Dynasil's Current Report on Form 8- K filed on July 13, 2010, which description is incorporated herein by reference. ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth above under Item 2.01 is hereby incorporated by reference in response to this Item 2.03. ITEM 8.01 Other Events. On July 20, 2010, Dynasil issued a press release announcing the completion of the acquisition, a copy of which is furnished as Exhibit 99.1 hereto. ITEM 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 Share Purchase Agreement dated July 19, 2010 by and among Dynasil Corporation of America, Newport Spectra Physics Limited, Newport Corporation, and Hilger Crystals Limited. 99.1 Dynasil Corporation of America press release dated July 20, 2010. 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 Date: July 23, 2010 By: /s/ Craig Dunham ------------------------ President and Chief Executive Officer EXHIBIT INDEX 10.1 Share Purchase Agreement dated July 19, 2010 by and among Dynasil Corporation of America, Newport Spectra Physics Limited, Newport Corporation, and Hilger Crystals Limited. 99.1 Dynasil Corporation of America press release dated July 20, 2010.