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.