0001260415-15-000033.txt : 20151007 0001260415-15-000033.hdr.sgml : 20151007 20151007161031 ACCESSION NUMBER: 0001260415-15-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151001 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151007 DATE AS OF CHANGE: 20151007 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: 151149051 BUSINESS ADDRESS: STREET 1: 313 WASHINGTON STREET STREET 2: SUITE 403 CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 6176686855 MAIL ADDRESS: STREET 1: 313 WASHINGTON STREET STREET 2: SUITE 403 CITY: NEWTON STATE: MA ZIP: 02458 8-K 1 dysl8k-100715.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) October 1, 2015 --------------- 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) 313 Washington Street, Suite 403, Newton, MA 02458 ------------------------------------------------------------ (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 8.01 - Other Events. On October 7, 2015, Dynasil issued a press release announcing that it had prepaid $2 million of subordinated indebtedness to Massachusetts Capital Resource Company. In connection therewith, Massachusetts Capital Resource Company agreed to reduce the interest rate on the remaining $1 million of indebtedness from 10% to 6% per year, as well as to extend the term of the loan one additional year to July 31, 2018. A copy of the press release is filed herewith as Exhibit 99.1. Item 9.01 - Financial Statements and Exhibits. (c) Exhibits 99.1 Dynasil Corporation of America press release dated October 7, 2015. 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: October 7, 2015 By: /s/ Thomas C. Leonard Name: Thomas C. Leonard Title: Chief Financial Officer EXHIBIT INDEX Exhibit No. Description 99.1 Dynasil Corporation of America press release dated October 7, 2015. EX-99 2 dysl8k-100715ex99.txt PRESS RELEASE [LOGO] DYNASIL Contact: Patty Kehe Corporate Secretary Dynasil Corporation of America Phone: (617) 668-6855 pkehe@dynasil.com Dynasil Moves to Reduce Credit Cost Company Prepays $2 Million of 10% Subordinated Debt Newton, Mass., October 7, 2015 - Dynasil Corporation of America ("Dynasil" or the "Company") (NASDAQ: DYSL), a developer and manufacturer of optics and photonics products, optical detection and analysis technology and components for the homeland security, medical and industrial markets, announced today that it made $2 million of optional prepayments on its $3 million principal amount of subordinated debt with Massachusetts Capital Resource Company ("MCRC"). In connection with the prepayment, MCRC agreed to reduce the interest rate from ten percent to six percent per year, as well as extend the term of the remaining debt one year to July 31, 2018. Subsequent to the prepayment, as of October 1, 2015, the Company had $1 million of subordinated debt outstanding owed to MCRC. Additionally, the Company has $1.4 million senior debt owed to Middlesex Savings Bank on its $4 million line of credit. As a result of the prepayment and rate reduction, the Company expects to save approximately $240,000 annually. "I am pleased with our continuing success at reducing both our total outstanding debt and our associated interest costs," said Peter Sulick, President and Chief Executive Officer of Dynasil. "With our improved financial condition, we look forward to future opportunities to grow Dynasil, both organically and through acquisitions." 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., 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, including, without limitation, our expectations regarding results of operations, the adequacy of our current financing sources to fund our current operations, future loan payments and the impact of the refinancing on Dynasil's financial position and growth strategy. 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, but are not limited to, continuation of existing market conditions, the demand for our products, the borrowing availability under our line of credit or the absence thereof and the uncertainties set forth in the Company's 2014 Annual Report on Form 10 K, filed December 16, 2014, including the risk factors contained in Item 1a, the Company's Quarterly Reports on Form 10-Q filed on February 17, 2015, May 13, 2015 and August 12, 2015 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.