-----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, C3IjxemcQL62U+AqDMagZJ6kxfum0ju0yzfFFeZvhu9Qqq+1thLunacIC+D+mkNo VLPlctrrcd12GaHgBXTK/g== 0001260415-10-000044.txt : 20100929 0001260415-10-000044.hdr.sgml : 20100929 20100929072206 ACCESSION NUMBER: 0001260415-10-000044 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 REFERENCES 429: 333-46068 FILED AS OF DATE: 20100929 DATE AS OF CHANGE: 20100929 EFFECTIVENESS DATE: 20100929 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 SEC ACT: 1933 Act SEC FILE NUMBER: 333-169623 FILM NUMBER: 101095031 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 1 dyns8-092910.txt DYNASIL CORPORATION OF AMERICA FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 2010 REGISTRATION NO. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ 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 (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 44 Hunt Street, Watertown, Massachusetts 02472 Address of Principal Executive Offices) (Zip Code) Amended and Restated Employee Stock Purchase Plan (Full title of the plan) ____________________ Craig T. Dunham President and Chief Executive Officer Dynasil Corporation of America 44 Hunt Street Watertown, Massachusetts 02472 (Name and address of agent for service) (617) 668-6901 (Telephone number, including area code, of agent for service) ____________________ Copy to: Matthew J. Gardella, Esq. Edwards Angell Palmer & Dodge LLP 111 Huntington Avenue Boston, Massachusetts 02199-7613 (617) 239-0100 ____________________ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer ___ Smaller reporting company XX (Do not check if a smaller reporting company) CALCULATION OF REGISTRATION FEE Title of Amount to Proposed Proposed Amount of securities to be be maximum maximum registration registered registered offering aggregate fee (1)(2) price per offering share (3) price (3) Common Stock, 55,739 $4.58 $255,284.62 $19.00 $0.0005 par value shares per share (1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement covers such indeterminate number of additional shares of Common Stock to be offered or issued to prevent dilution as a result of future stock splits, stock dividends or other similar transactions. (2) We previously registered 394,261 shares issuable under our Employee Stock Purchase Plan (Registration No. 333-46068) (the "Original Plan"). On September 28, 2010, our Board of Directors adopted an amendment and restatement of the Original Plan. This Registration Statement registers an additional 55,739 shares issuable under our Amended and Restated Employee Stock Purchase Plan. (3) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) of the Securities Act. The offering price per share and aggregate offering price are based upon the average of the bid and asked price of our Common Stock as reported on the OTC Bulletin Board on September 28, 2010. STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION STATEMENT This Registration Statement registers additional securities of the same class as other securities for which a Registration Statement filed on Form S-8 relating to our Employee Stock Purchase Plan (the "Original Plan") is already effective. Pursuant to Instruction E to Form S-8, we incorporate by reference into this Registration Statement the contents of the Registration Statement on Form S-8 (Registration No. 333-46068) filed with the Securities and Exchange Commission ("SEC") on September 19, 2000 and Post- Effective Amendment No. 1 to Registration Statement on Form S- 8 (Registration No. 333-46068) filed with the SEC on August 21, 2008 relating to the registration of an aggregate of 394,261 shares of our Common Stock, $0.0005 par value per share, authorized for issuance under the Original Plan. On September 28, 2010, our Board of Directors adopted an amendment and restatement of the Original Plan. This Registration Statement registers an additional 55,739 shares of our Common Stock authorized for issuance under our Amended and Restated Employee Stock Purchase Plan (the "Plan"). The Plan will be submitted to our shareholders for their approval at our Annual Meeting of Shareholders to be held in 2011. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. See Exhibit Index immediately following the signature page hereto. 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Watertown, Commonwealth of Massachusetts, on September 29, 2010. DYNASIL CORPORATION OF AMERICA By: /s/ Craig T. Dunham Craig T. Dunham President and Chief Executive Officer POWER OF ATTORNEY AND SIGNATURES We, the undersigned officers and directors of Dynasil Corporation of America, hereby severally constitute and appoint Craig T. Dunham and Richard A. Johnson, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including any post-effective amendments thereto), and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Dynasil Corporation of America to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date /s/ Craig T. Dunham Director, President and September 29, Craig T. Dunham Chief Executive Officer 2010 (Principal Executive Officer) /s/ Richard A. Johnson Chief Financial Officer September 29, Richard A. Johnson (Principal Financial and 2010 Accounting Officer) /s/ Peter Sulick Chairman of the Board of September 29, Peter Sulick Directors 2010 /s/ James Saltzman Vice Chairman of the September 29, James Saltzman Board of Directors 2010 /s/ Cecil Ursprung Director September 29, Cecil Ursprung 2010 /s/ Gerald Entine Director September 29, Gerald Entine 2010 /s/ Michael Joyner Director September 29, Michael Joyner 2010 EXHIBIT INDEX Exhibit Exhibit Number 4.1 Articles of Incorporation of the Company (previously filed as Exhibit A to the Company's Definitive Proxy Statement on Schedule 14A for the 2008 Annual Meeting of Shareholders (File No. 0-27503) filed on January 4, 2008 and incorporated herein by reference). 4.2 By-laws of the Company (previously filed as Exhibit B to the Company's Definitive Proxy Statement on Schedule 14A for the 2008 Annual Meeting of Shareholders (File No. 0-27503) filed on January 4, 2008 and incorporated herein by reference). 5.1 Opinion of Edwards Angell Palmer & Dodge LLP as to the legality of the securities registered hereunder (filed herewith). 23.1 Consent of Haefele, Flanagan & Co., p.c., an independent registered public accounting firm (filed herewith). 23.2 Consent of Edwards Angell Palmer & Dodge LLP (included in its opinion filed as Exhibit 5.1). 24.1 Power of Attorney (included in the signature page hereto). EX-5 2 dyns8092910ex5-1.txt EXHIBIT 5.1 Exhibit 5.1 EDWARDS ANGELL PALMER & DODGE LLP September 29, 2010 Dynasil Corporation of America 44 Hunt Street Watertown, Massachusetts 02472 Ladies and Gentlemen: We are furnishing this opinion in connection with the Registration Statement on Form S-8 (the "Registration Statement") of Dynasil Corporation of America (the "Company"), a Delaware corporation, to be filed on or about the date hereof with the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended. The Registration Statement relates to 55,739 shares (the "Shares") of the Company's Common Stock, $0.0005 par value per share, that may be offered from time to time pursuant to the provisions of the Company's Amended and Restated Employee Stock Purchase Plan (the "Plan"). We have acted as your counsel in connection with the preparation of the Registration Statement and are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares. We have made such examination as we consider necessary to render this opinion. Based upon the foregoing, we are of the opinion that, when issued in accordance with the terms of the Plan, the Shares will be duly authorized, validly issued, fully paid and nonassessable. The opinion expressed above is limited to the Delaware General Corporation Law, including applicable provisions of the Delaware Constitution and reported judicial decisions interpreting Delaware General Corporation Law, and the federal laws of the United States. We consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Edwards Angell Palmer & Dodge LLP Edwards Angell Palmer & Dodge LLP EX-23 3 dyns8092910ex23-1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 22, 2009, relating to the financial statements that appear in Dynasil Corporation of America's Annual Report on Form 10-K for the fiscal year ended September 30, 2009. /s/ Haefele, Flanagan & Co., p.c. Maple Shade, New Jersey September 28, 2010 -----END PRIVACY-ENHANCED MESSAGE-----