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. ###