0001260415-12-000041.txt : 20121214 0001260415-12-000041.hdr.sgml : 20121214 20121214162817 ACCESSION NUMBER: 0001260415-12-000041 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121206 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20121214 DATE AS OF CHANGE: 20121214 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35011 FILM NUMBER: 121265900 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/A 1 dysl8k-a120612.txt DYNASIL CORPORATION OF AMERICA FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 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 incorporation) File Number) 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)) Explanatory Note: This Amendment to the 8-K filed on December 12, 2012 is to correct a typographical error in the body of the text. The text below is reproduced from the original filing with this correction. Item 1.01 Entry into a Material Definitive Agreement. On December 6, 2012, Dynasil Corporation of America ("Dynasil" or the "Company"), through its wholly-owned subsidiaries, RMD Instruments Corp. ("RMD Instruments") and Radiation Monitoring Devices, Inc. ("Radiation Monitoring Devices") (RMD Instruments and Radiation Monitoring Devices are collectively referred to as "Lessee"), entered into an Omnibus Amendment to Leases (the "Amendment") to two previously disclosed Standard Form Commercial Leases, dated June 30, 2008 (the "Original Leases"), with Charles River Realty, d/b/a Bachrach, Inc. ("Lessor"), an entity affiliated with Dr. Gerald Entine. Dr. Entine is the former President of Radiation Monitoring Devices, a former member of the Board of Directors of the Company and the beneficial owner of approximately 23.2% of the Company's common stock. The Original Leases were scheduled to expire June 30, 2013. The Amendment modifies the term of the Original Leases to become month-to- month tenancies and will continue until terminated by either the Lessor or the Lessee. Such month-to-month tenancies may be terminated by Lessor upon not less than three years' prior written notice to Lessee and may be terminated by Lessee upon not less than six months' prior written notice to Lessor. Additionally, the Amendment confirms the prior increase of the square footage leased by Radiation Monitoring Devices from 30,100 to 33,000 square feet. As per the Amendment, the monthly base rent applicable to RMD Instruments is set at the current rate of $14,938 and the monthly base rent applicable to Radiation Monitoring Devices is set at the current rate of $58,935, with both amounts subject to the annual 4% increase specified in the Original Leases. The date of the annual increase remains July 1. The foregoing description of the Amendment is a summary and is qualified by reference to the actual Amendment, as filed as Exhibit 10.1 to the 8- K filed on December 12, 2012. 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: December 14, 2012 By: /s/ Richard Johnson ------------------------- Name: Richard Johnson Title: Chief Financial Officer