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.