0001260415-13-000020.txt : 20130502 0001260415-13-000020.hdr.sgml : 20130502 20130502133027 ACCESSION NUMBER: 0001260415-13-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130501 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: 20130502 DATE AS OF CHANGE: 20130502 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: 13806906 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-043013.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) April 30, 2013 -------------------------- 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 File Number) Identification No.) of 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 April 30, 2013, the Board of Directors of Dynasil Corporation of America ("Dynasil" or the "Company") elected Alan B. Levine to the Board for a term to expire at the Company's next Annual Meeting of Stockholders. Mr. Levine is filling a newly-created seat on the Board of Directors, as well as serving as the chairman of the Audit Committee. Mr. Levine 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 18, 2013. Mr. Levine 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. Mr. Levine, age 69, spent 24 years in public accounting with Ernst & Young LLP, where he became an Audit Partner. He worked for thirteen years as a Chief Financial Officer for companies in the financial, educational and technology industries. His experience includes serving as a director on four different public company boards, including his current positions on the boards of Magnetek, Inc. and RBC Bearings Incorporated, where he also serves on the Audit Committees. A copy of the press release announcing Mr. Alan B. Levine's election to the Board of Directors is attached to this Current Report on Form 8-K as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Press release, dated May 2, 2013, issued by Dynasil Corporation of America announcing Mr. Alan B. Levine'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: May 2, 2013 By: /s/ Thomas C. Leonard Name: Thomas C. Leonard Title: Chief Financial Officer EX-99 2 dysl8k-043013ex99.txt PRESS RELEASE [LOGO]DYNASIL[/LOGO] Contacts: Patty Kehe Dynasil Corporation of America Phone: 617.668.6855 Email: pkehe@dynasil.com Dynasil Corporation of America Elects Alan B. Levine to Board of Directors Watertown, Mass., May 2, 2013 Dynasil Corporation of America (NASDAQ: DYSL), a leader in the development and manufacture of detection, sensing and analysis technology, today announced that Alan B. Levine was elected to a newly-created seat on the Board of Directors. Mr. Levine will serve as the chairman of the Audit Committee of the Board of Directors. Levine, 69, brings to Dynasil over 40 years of financial and leadership experience, including thirteen years as a Chief Financial Officer for companies in the financial, educational and technology industries. His experience includes serving as a director on four different public company boards, including his current positions on the boards of Magnetek, Inc. and RBC Bearings Incorporated, where he also serves on the Audit Committees. "Alan's extensive financial experience significantly expands the Board's depth of expertise," said Dynasil Chairman Peter Sulick. "We are pleased to welcome him to the Dynasil board and to his role as chairman of the Audit Committee. We look forward to benefitting from his Audit Committee experience and strategic insights." Levine spent 24 years in public accounting with Ernst & Young LLP, where he became an Audit Partner. He earned his Master of Accountancy from the University of Arizona and a B.A. from the University of Vermont. 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. 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.