0001260415-11-000024.txt : 20110614
0001260415-11-000024.hdr.sgml : 20110614
20110614163601
ACCESSION NUMBER: 0001260415-11-000024
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20110614
DATE AS OF CHANGE: 20110614
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Dunham Craig T
CENTRAL INDEX KEY: 0001305499
FILING VALUES:
FORM TYPE: SC 13D/A
MAIL ADDRESS:
STREET 1: DYNASIL CORPORATION
STREET 2: 385 COOPER ROAD
CITY: WEST BERLIN
STATE: NJ
ZIP: 08091
SUBJECT COMPANY:
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: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-80073
FILM NUMBER: 11910964
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
SC 13D/A
1
dunham13d061311amdmt.txt
CRAIG T. DUNHAM FORM 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Dynasil Corporation of America
(Name of Issuer)
Common Stock
(Title of Class of Securities)
268102100
(CUSIP Number)
Mr. Craig T. Dunham
C/o Dynasil Corporation of America
239 Cherry Street
Ithaca, NY 14850
607-272-3320
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications)
[March 8, 2005]*
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
* See Explanatory Note.
SCHEDULE 13D
1 NAMES OF REPORTING PERSONS
Craig T. Dunham
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
7 SOLE VOTING POWER
NUMBER OF 1,960,715
SHARES 8 SHARED VOTING POWER
BENEFICIA-
LLY
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,960,715
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,960,715
12 CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
12.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
EXPLANATORY NOTE
This Amendment No. 1 to Schedule 13D (this "Amendment")
reflects changes to the information in the Schedule 13D
relating to the shares of Common Stock (the "Common Stock")
of Dynasil Corporation of America (the "Issuer") filed
October 4, 2004 by the Reporting Person with the Securities
and Exchange Commission (the "Commission") as a result of
certain historical transactions occurring subsequent to that
date affecting the Reporting Person's beneficial ownership
(see Item 5 of this Amendment). Each capitalized term used
and not otherwise defined in this Amendment shall have the
meaning assigned to such term in the Schedule 13D. Except as
otherwise provided herein, each item of the Schedule 13D
remains unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and/or
supplemented by adding that the source of funds for the
transactions described in Item 5 below was private funds in
the amount of $788,455.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended and/or
supplemented by adding the following additional disclosure:
The Reporting Person currently has no plans or proposals
of the type described in paragraphs (a) through (j) of Item
4 of Schedule 13D. The Reporting Person's initial
acquisition of shares of Common Stock was made in connection
with his appointment as CEO of the Issuer in October 2004.
In December 2010, the Reporting Person announced that he
would retire as CEO of the Issuer in 2011 and intends to
continue in his position as a director. Depending on market
conditions, future developments and other factors, the
Reporting Person may determine to sell or acquire shares of
Common Stock.
Item 5. Interest in Securities of the Issuer.
Item 5(c) of the Schedule 13D is hereby amended by
adding a description of the transactions in shares of Common
Stock beneficially owned by the Reporting Person that have
been effected since the date of filing of the original
Schedule 13D:
As of the date hereof, Mr. Dunham owns beneficially and
of record, 1,960,715 shares of Dynasil's Common Stock,
representing approximately 12.8% of the number outstanding,
based on 15,541,648 shares outstanding as of June 13, 2011.
Mr. Dunham has sole voting and dispositive power with
respect to those shares. Mr. Dunham acquired his current
shares of common stock through the transactions listed below
that occurred subsequent to the filing of his initial
Schedule 13D.
Below is a summary of certain historical transactions
that affected Mr. Dunham's beneficial ownership of the
Common Stock.
On March 8, 2005, Mr. Dunham acquired the equivalent of
584,439 shares through convertible preferred stock directly
from the Issuer in a private placement, which at such time
increased Mr. Dunham's beneficial ownership of the Common
Stock from [48.4% to 51.1%]. On October 2, 2006, Mr. Dunham
acquired the equivalent of 231,276 shares through
convertible preferred stock directly from the Issuer in a
private placement, which at such time increased Mr. Dunham's
beneficial ownership of the Common Stock from 50.5% to
52.4%. On October 28, 2009, Mr. Dunham sold 600,000 shares
of Common Stock for $2.33 per share in privately negotiated
transactions, which at such time decreased Mr. Dunham's
beneficial ownership of the Common Stock from 26.9% to
21.5%. On June 14, 2011, Mr. Dunham sold 505,000 shares of
Common Stock for $3.00 per share in privately negotiated
transactions, which at such time decreased Mr. Dunham's
beneficial ownership of the Common Stock from 15.9% to
12.6%.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Date: June 14, 2011 By: /s/ Craig T. Dunham
Name: Craig T. Dunham