0001260415-12-000029.txt : 20120801
0001260415-12-000029.hdr.sgml : 20120801
20120801170309
ACCESSION NUMBER: 0001260415-12-000029
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20120730
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: 20120801
DATE AS OF CHANGE: 20120801
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: 121000803
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
dysl8k073012.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 Exchange
Act of 1934
Date of Report (Date of earliest event reported) July 30, 2012
--------------------------
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 File Number) Identification No.)
incorporation)
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 July 30, 2012, the Board of Directors of Dynasil
Corporation of America ("Dynasil" or the "Company") elected
William K. Hagan, Ph.D. to the Board for a term to expire at
the Company's next Annual Meeting of Stockholders. Dr. Hagan
will fill the position vacated by Harvey Goldberg's
departure in May of 2012. Dr. Hagan will serve as Chairman
of the Company's Compensation Committee.
Dr. Hagan will be entitled to receive the same compensation
for his service on the Board as the Company's other non-
employee directors, as more fully described in the Company's
definitive proxy statement filed with the Securities and
Exchange Commission (the "SEC") on January 11, 2012. Dr.
Hagan and the Company will enter into the Company's standard
indemnification agreement for directors, the form of which
agreement was filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q filed with the SEC on February
14, 2012.
Dr. Hagan, age 61, former acting Director of the federal
government's Domestic Nuclear Detection Office (DNDO), part
of the Department of Homeland Security, will add knowledge
and experience to the Board from his four years with DNDO,
as well as 30 years of senior technical and business
management experience at Science Applications International
Corporation (SAIC). While at SAIC, Dr. Hagan served in
roles of increasing responsibility, including CTO for
International and Commercial Business, Deputy Business Unit
Manager and Senior Vice President. Dr. Hagan currently
serves as a Director for Spectral Labs, Inc. in San Diego,
CA. Dr. Hagan has a Ph.D. in Physics from the University of
California, San Diego.
A copy of the press release announcing Dr. William Hagan's
election to the Board of Directors is attached to this
Current Report on Form 8-K as Exhibit 99.1.
The Dynasil Board of Directors also approved a compensation
plan for Peter Sulick who is serving as the Company's
Interim President and Chief Executive Officer. As disclosed
in a Form 8-K filed on July 3, 2012, following the
resignation of Steven Ruggieri as Chief Executive Officer
and President on June 27, 2012, Mr. Sulick, the Company's
Chairman of the Board, is serving as the Company's Interim
Chief Executive Officer and President, while a search is
conducted by the Board for a permanent Chief Executive
Officer and President. While in this role, Mr. Sulick will
be compensated at the rate of $16,573 per month.
Additionally, Mr. Sulick was granted 100,000 shares of
Dynasil common stock on July 30, 2012 as compensation for
assuming the interim role and a lump sum cash payment of
$40,000 to address Mr. Sulick's tax liability in connection
with such stock award. Mr. Sulick will also receive an
additional 25,000 shares of common stock to be awarded
quarterly, beginning on January 1, 2013, while he continues
in the interim position. Mr. Sulick was also granted an
award of 100,000 shares of restricted stock that will vest
quarterly over a two year period while he continues in his
role as Chairman of the Board. This award replaces the
unvested 125,000 option portion of Mr. Sulick's prior award
of 400,000 options to purchase common stock that was granted
in October of 2009 when he became Chairman of the Board.
Those 125,000 unvested options have been cancelled.
For additional information regarding Mr. Sulick, see the
Company's Form 8-K filed on July 3, 2012, Annual Report on
Form 10-K for the fiscal year ended September 30, 2011 and
Proxy Statement filed on January 11, 2012.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release, dated August 1, 2012, issued by Dynasil
Corporation of America announcing Dr. William Hagan's
election to the Board of Directors.
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: August 1, 2012 By: /s/ Richard Johnson
Name: Richard Johnson
Title: Chief Financial Officer
EX-99
2
dysl8k073012ex99.txt
PRESS RELEASE
[LOGO]DYNASIL[/LOGO]
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
CONFIDENTIAL DRAFT:7/31/2012 4:00 PM
Dynasil Corporation of America Elects
William Hagan, Ph.D. to Board of Directors
Former Senior Executive with the
Domestic Nuclear Detection Office
Brings More Than 30 Years of Technical and
Business Management Experience
Watertown, Mass., August 1, 2012 Dynasil Corporation of America
(NASDAQ: DYSL), a leader in the development and manufacture of
detection and analysis technology, today announced that William
K. Hagan, Ph.D., was elected to fill an open position on the
Company's the Board of Directors. He will serve as Chairman of
the Compensation Committee.
Most recently, Dr. Hagan, 61, was the Acting Director of the
Department of Homeland Security's Domestic Nuclear Detection
Office (DNDO) reporting to the Secretary of Homeland Security.
Before serving as Acting Director, Dr. Hagan was the DNDO's
Acting Deputy Director, Assistant Director for the
Transformational and Applied Research Directorate and Chief
Science Officer.
Prior to the DNDO, Dr. Hagan was a Senior Vice President at
Science Applications International Corporation (SAIC). During a
30-year career at SAIC, his areas of emphasis included nuclear
technology, telecommunications, optics, transportation, system
integration, and technology assessments. Business roles included
group leadership, mergers and acquisitions, venture capital
investment, and business development.
"Bill's senior technical background and DNDO experience are
invaluable strengths that enhance the Board's ability to guide
Dynasil along a strategic path that best serves the interest of
shareholders," said Dynasil Chairman Peter Sulick, the Company's
Interim Chief Executive Officer and President. "We are focused
on broadening and expanding the commercial pathways for our
detection and analysis products. Bill understands our customers,
our products and our markets, and the Board looks forward to
benefiting from his contacts and insights."
Dr. Hagan received a bachelor's degree in Engineering Physics, a
master's degree in Physics, and a master's degree in Nuclear
Engineering from the University of Illinois at Urbana. He
received his Ph.D. in Physics from the University of California
at San Diego.
About Dynasil
Dynasil Corporation of America (NASDAQ: DYSL) develops and
manufactures detection 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. 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.dynasil.com.
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