0001260415-13-000037.txt : 20131108
0001260415-13-000037.hdr.sgml : 20131108
20131108143031
ACCESSION NUMBER: 0001260415-13-000037
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20131107
ITEM INFORMATION: Entry into a Material Definitive Agreement
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20131108
DATE AS OF CHANGE: 20131108
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: DE
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35011
FILM NUMBER: 131204050
BUSINESS ADDRESS:
STREET 1: 44 HUNT STREET
CITY: WATERTOWN
STATE: MA
ZIP: 02472
BUSINESS PHONE: 6176686855
MAIL ADDRESS:
STREET 1: 44 HUNT STREET
CITY: WATERTOWN
STATE: MA
ZIP: 02472
8-K
1
dysl8k-110713.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): November 7, 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 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 1.01 Entry into a Material Definitive Agreement.
On November 7, 2013, Dynasil Corporation of America (the "Company") and
RMD Instruments Corp., a wholly owned subsidiary of the Company, entered
into and consummated an Asset Purchase Agreement (the "Asset Purchase
Agreement") with Protec Instrument Corporation, a Delaware corporation
("Protec"), which is a wholly owned subsidiary of Laboratoires Protec
S.A., a French corporation. Pursuant to the Asset Purchase Agreement,
the Company sold to Protec its X-Ray Fluorescence Lead Paint Detector
product line for $1.1 million, less certain adjustments which resulted
in a cash payment of approximately $925,000, and the assumption by
Protec of certain liabilities of the Company. Laboratories Protec S.A.
also made payments of approximately $425,000 in satisfaction of their
outstanding accounts receivable in connection with the transaction. The
Asset Purchase Agreement contains customary representations, warranties,
covenants and indemnification provisions. Concurrently with the closing
of the Asset Purchase Agreement, the Company and Protec entered into a
transition services agreement pursuant to which the Company will provide
certain transitional services to Protec for up to five months after
closing.
The Company will use the proceeds from the sale to reduce its
indebtedness to Santander Bank, N.A. by approximately $1.2 million to
$5.3 million. The Company's indebtedness to Santander was approximately
$9.0 million as of September 30, 2012 and $7.6 million June 30, 2013.
The Company also has a subordinated $3 million note to Massachusetts
Capital Resource Corporation that remains outstanding.
The foregoing description of the Asset Purchase Agreement does not
purport to be complete and is qualified in its entirety by reference to
the Asset Purchase Agreement, which will be filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended September
30, 2013.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release of Dynasil Corporation of America, dated November 7,
2013.
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 8, 2013 By: /s/ Thomas C. Leonard
Name: Thomas C. Leonard
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release of Dynasil Corporation of America, dated
November 7, 2013.
EX-99
2
dysl8k-110713ex99.1.txt
PRESS RELEASE
[LOGO] Dynasil
Contacts:
Patty Kehe
Corporate Secretary
Dynasil Corporation of America
Phone: (617) 668-6855
pkehe@dynasil.com
Dynasil Divests XRF Product Line
Proceeds Used to Reduce Bank Debt
Watertown, Mass., November 7, 2013 - Dynasil Corporation of America
(NASDAQ: DYSL), a developer of sensing, detection and analysis
technology for homeland security, medical and industrial applications,
today completed the sale of the assets of its X-Ray Florescence (XRF)
Lead Paint Detector product line to PROTEC Instrument Corporation, the
U.S. subsidiary of its long-time distributor, French firm Laboratories
PROTEC S.A.
This transaction is a step in the previously announced strategy to
restructure the Company to improve liquidity and pay down bank debt.
The consummation of this divestiture resulted in a payment to Santander
Bank, N.A., the Company's primary lender of approximately $1.2 million,
which reduced the balance of the Company's outstanding indebtedness to
Santander to $5.3 million. As previously reported, at September 30,
2012, the Company's indebtedness to Santander was approximately $9.0
million. The Company also has a subordinated $3 million note to
Massachusetts Capital Resource Corporation which has not been paid
down.
"This divestiture is an important step in our strategy to focus our
business and improve our balance sheet," said Peter Sulick, Chairman
and CEO of Dynasil. "We are very pleased to consummate the sale of the
XRF assets to our long-time strategic partner, Protec. With this
acquisition, Protec will be substantially expanding their operations in
the U.S. Protec has been the sole distributor of the LPA in France,
and, as such, is very familiar with the product."
"With the recent spin off of our tissue sealant technology and now the sale
of the XRF assets, Dynasil has reduced outstanding indebtedness while also
eliminating cost," continued Mr. Sulick. "While we cannot yet report that
we are out of technical default with our creditors, we expect to continue
to make near-term progress toward this goal."
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
including 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 MA, MN, NY, NJ and the United Kingdom. More information about
the Company is available at www.dynasil.com.
Safe Harbor
This news release may contain forward looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-
looking statements regarding future events and our future results are based
on current expectations, estimates, forecasts, and projections and the
beliefs and assumptions of our management. These forward-looking
statements may be identified by the use of words such as "plans",
"intends," "may," "could," "expect," "estimate," "anticipate," "continue"
or similar terms, though not all forward-looking statements contain such
words. The actual results of the future events described in such forward
looking statements could differ materially from those stated in such
forward looking statements due to a number of important factors. These
factors that could cause actual results to differ from those anticipated or
predicted include, without limitation, our ability to develop and
commercialize our products, the size and growth of the potential markets
for our products and our ability to serve those markets, the rate and
degree of market acceptance of any of our products, general economic
conditions, costs and availability of raw materials and management
information systems, our ability to obtain and maintain intellectual
property protection for our products, competition, the loss of key
management and technical personnel, our ability to obtain timely payment of
our invoices to governmental customers, litigation, the effect of
governmental regulatory developments, the availability of financing
sources, our ability to identify and execute on acquisition opportunities
and integrate such acquisitions into our business, and seasonality, as well
as the uncertainties set forth in the Company's 2012 Annual Report on Form
10 K, as amended on February 14, 2013, including the risk factors contained
in Item 1a, the Company's Quarterly Reports on Form 10-Q filed on February
13, 2013, May 15, 2013 and August 12, 2013 and from time to time in the
Company's other filings with the Securities and Exchange Commission. The
Company disclaims any intention or obligation to update any forward-looking
statements, whether as a result of new information, future events or
otherwise.