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. # # #