0001260415-14-000018.txt : 20140627
0001260415-14-000018.hdr.sgml : 20140627
20140626170330
ACCESSION NUMBER: 0001260415-14-000018
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20140626
ITEM INFORMATION: Entry into a Material Definitive Agreement
ITEM INFORMATION: Completion of Acquisition or Disposition of Assets
ITEM INFORMATION: Other Events
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20140626
DATE AS OF CHANGE: 20140626
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: 14943311
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--062614.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) June 26, 2014
-------------
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
The information set forth below under Item 2.01 is hereby incorporated
by reference in response to this Item 1.01.
Item 2.01 - Completion of Acquisition or Disposition of Assets.
On June 26, 2014, Dynasil Corporation of America, a Delaware corporation
("Dynasil"), and its wholly owned subsidiary, Evaporated Metal Films
Corp., a New York corporation ("EMF") completed the acquisition of
substantially all of the assets of DichroTec Thin Films, LLC, a New York
limited liability company and manufacturer of optical thin film
coatings.
Pursuant to the Asset Purchase Agreement (the "Asset Purchase
Agreement") by and among Dynasil, EMF, DichroTec and Syncrolite, LLC, a
Texas limited liability company and the sole member of DichroTec
("Syncrolite"), EMF acquired substantially all of the assets of
DichroTec for approximately $500,000 in cash and 700,000 shares of
Dynasil's Common Stock. The Asset Purchase Agreement contains customary
representations, warranties, covenants and indemnification provisions
for these types of transactions.
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 Quarterly Report on Form 10-Q for the fiscal period ended June
30, 2014.
Item 8.01 - Other Events.
On June 26, 2014, Dynasil issued a press release announcing the
completion of the acquisition, a copy of which is furnished as Exhibit
99.1 hereto.
Item 9.01 - Financial Statements and Exhibits.
(c) Exhibits
99.1 Dynasil Corporation of America press release dated June 26, 2014.
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
(Registrant)
Date: June 27, 2014 By: /s/ Peter Sulick
Peter Sulick
Interim President and Interim CEO
EXHIBIT INDEX
Exhibit No. Description
99.1 Dynasil Corporation of America press release dated June 26,
2014.
EX-99
2
dysl8k062614ex99-1.txt
PRESS RELEASE
[LOGO] DYNASIL
Contact:
Patty Kehe
Corporate Secretary
Dynasil Corporation of America
Phone: (617) 668-6855
pkehe@dynasil.com
Dynasil's Evaporated Metal Films Subsidiary Acquires DichroTec Thin
Films, LLC
Watertown, Mass., June 26, 2014 -Dynasil Corporation of America (NASDAQ:
DYSL), a developer and manufacturer of optics and photonics products and
components for the homeland security, medical and industrial markets, today
announced that its Evaporated Metal Films Corporation ("EMF") subsidiary has
acquired substantially all the assets of DichroTec Thin Films, LLC,
("DichroTec") a Rochester, NY-based optical thin film coating manufacturer.
"We are very pleased to be able to add the expertise and capabilities of
DichroTec to EMF and Dynasil," said Peter Sulick, Dynasil's Chairman of the
Board, Chief Executive Officer and President. "DichroTec's pedigree in the
optics industry, including the world-class optics pioneer Bausch & Lomb, is
well-known. Adding this heritage to EMF, the first company in the United
States to provide evaporated metal thin film coatings, will provide us with
additional know-how and facilities to meet the needs of the growing optical
coatings market. In addition, DichroTec has proprietary coating processes
for flexible substrates, power cell components, lighting and glass
applications which EMF can leverage into our customer base."
"We are excited to bring the 'EMF Edge' to our new EMF Rochester site and
customers," said Paul Schulz, President of EMF. "The additional expertise
and facilities, in concert with EMF's commitment to continuous improvement
and superior customer service, will greatly enhance our ability to meet the
needs of our current and future customers. Now with two centers of
manufacturing excellence, we will vastly increase our capacity to meet the
growing demand for high volume products at our Rochester facility, while
expanding our ability to provide custom coating solutions at our site in
Ithaca."
Additional details regarding the acquisition will be outlined in Dynasil's
8-K filing with the SEC.
About Dynasil
Dynasil Corporation of America (NASDAQ: DYSL) develops and manufactures
optical detection and analysis technology and components for the homeland
security, medical and industrial markets.
Combining world-class expertise in research and materials science with
extensive experience in manufacturing and product development, Dynasil is
commercializing products, including dual-mode radiation detection solutions
for Homeland Security and commercial applications 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., N.Y., N.J. 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, including
those relating to future profitability of the Evaporated Metal Films
Corporation, 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,
litigation, 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 2013 Annual Report on Form 10 K, as filed on December 20, 2013,
including the risk factors contained in Item 1a, the Company's Quarterly
Reports on Form 10-Q filed on February 12, 2014 and May 12, 2014 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.