0001260415-11-000038.txt : 20111129
0001260415-11-000038.hdr.sgml : 20111129
20111129143145
ACCESSION NUMBER: 0001260415-11-000038
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20111122
ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20111129
DATE AS OF CHANGE: 20111129
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: 001-35011
FILM NUMBER: 111230786
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
dysl8k-112911.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): November 22, 2011
------------------
Dynasil Corporation of America
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-1734088
----------- ----------
(State or other (IRS Employer
jurisdiction of incorporation) Identification No.)
44 Hunt Street, Watertown, MA 02472
------------------------------------------------------------
(Address of principal executive offices)
(617)- 668-6855
------------------------------------------------------------
(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:
[ ] 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))
Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
On November 22, 2011, the Board of Directors of Dynasil Corporation
of America ("Dynasil" or the "Company") promoted Steven K. Ruggieri to
President and Chief Executive Officer of Dynasil effective immediately.
The Board of Directors also elected Mr. Ruggieri a Director of the
Company. Mr. Ruggieri, age 60, has served as President of Dynasil since
May 17, 2011 when he succeeded Craig T. Dunham. The press release
announcing this change is attached as Exhibit 99.1. The terms of Mr.
Ruggieri's employment and compensation will continue to be governed by
his Employment Letter, dated April 13, 2011 and filed with the Company's
Form 8-K dated April 19, 2011.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press release, dated November 29, 2011, issued by
Dynasil Corporation of America
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: November 29, 2011 By: /s/ Steven K. Ruggieri
-----------------------------
Steven K. Ruggieri
President and CEO
EXHIBIT INDEX
Exhibit 99.1 Press release, dated November 29, 2011, issued by
Dynasil Corporation of America
EX-99
2
dysl8k-112911ex99.txt
PRESS RELEASE
[LOGO] DYNASIL
Contacts:
Patty Kehe
Dynasil Corporation of America
Phone: 617.668.6855
Email: pkehe@dynasilcorp.com
David Calusdian
Executive Vice President and Partner
Sharon Merrill
617.542.5300
DYSL@InvestorRelations.com
Dynasil Corporation Promotes President Steven Ruggieri
to CEO
Industry Veteran Also Joins Company's Board
Watertown, Mass., November 29, 2011 Dynasil Corporation of America
(NASDAQ: DYSL), a leader in the development and manufacture of
detection, sensing and analysis technology, today announced that the
board of directors has promoted President Steven K. Ruggieri to chief
executive officer of the Company and appointed him as a director,
effective immediately.
Ruggieri, 60, becomes the eighth member of the board. He was named
president of Dynasil in April 2011, succeeding President and CEO
Craig T. Dunham. Ruggieri has more than 32 years of leadership
experience in the research, defense, security and technology markets
working at Foster Miller and its successor company, Qinetiq Group
North America. He led business operations for Qinetiq North
America's Technology Solutions Group for parent Qinetiq Group PLC, a
$2.5 billion public UK company. The Technology Solutions Group was
formed through the 2004 acquisition of Foster-Miller, an R&D and
product innovation company. Following the acquisition, under his
leadership, revenue grew from $120 million to $400 million in five years.
"During his first six months as President, Steve has demonstrated the
skills necessary to lead Dynasil as CEO and to fill a key role on the
board," said Peter Sulick, chairman of the board of directors. "The
board is encouraged by the steps he has taken to commercialize our
technology pipeline, revamp our existing products and further
diversify our contract research business. We look forward to
working with Steve to grow Dynasil and improve shareholder value."
"I am excited to lead Dynasil at a transformational point in the
Company's history," Ruggieri said. "We are advancing our homeland
security, biomedical, and industrial technologies toward
commercialization. The strategic initiatives that we have
implemented over the past several months are already beginning to
yield positive results. I look forward to continuing to work closely
with the board and the entire Dynasil team."
About Dynasil
Dynasil Corporation of America (NASDAQ: DYSL) develops and
manufactures detection, sensing and analysis technology, precision
instruments and optical components for the homeland security, medical
and industrial markets. Combining world-class technology with
expertise in research and materials science, Dynasil is
commercializing products including dual-mode radiation detection
solutions for Homeland Security and commercial applications, probes
for medical imaging and sensors for non-destructive testing. Through
its Dynasil Biomedical unit, the Company is developing early stage
opportunities for the biomedical technology area. Dynasil has an
impressive and growing portfolio of issued and pending U.S. patents.
The Company is based in Watertown, Massachusetts, with additional
operations in Mass., Minn., NY, NJ and the United Kingdom. More
information about the Company is available at www.dynasilcorp.com.
Safe Harbor
This news release may contain forward-looking statements pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act. These statements, including those related to
expectations, beliefs, plans, designs, objectives, prospects,
financial condition, assumptions or future events or performance,
involve a number of risks and uncertainties. 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 on Form 10-K, Quarterly Reports on Form
10-Q, as well as in the Company's other Securities and Exchange
Commission filings.
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