0001260415-15-000041.txt : 20151113
0001260415-15-000041.hdr.sgml : 20151113
20151113160558
ACCESSION NUMBER: 0001260415-15-000041
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20151112
ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20151113
DATE AS OF CHANGE: 20151113
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: 151229183
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-111315.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 12, 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 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On November 13, 2015, Dynasil Corporation of America
("Dynasil" or the "Company") announced the planned
succession of the Company's senior financial leadership.
Thomas C. Leonard, the Company's current Chief Financial
Officer, notified the Board on November 12, 2015 that he
will retire from the Company effective January 31, 2016.
Mr. Leonard will be succeeded by Robert J. Bowdring, the
Company's current Corporate Controller, who has accepted
the position of Chief Financial Officer, effective February
1, 2016.
Mr. Bowdring, 58, has served as Corporate Controller for
the Company since March of 2013. Additionally, he brings
over 35 years of accounting and financial experience to his
new position. Prior to joining Dynasil, Mr. Bowdring served
as the Chief Financial Officer for INVO Bioscience, a
publicly traded development-stage infertility medical
device company based in Medford, Massachusetts, from 2008
until 2013. He continues as a member of the Board of
Directors of INVO Bioscience. He also served as Chief
Financial Officer of Cyphermint, Inc. from 2003 to 2008,
and as Vice President and Corporate Controller for Lifeline
Systems from 1989 to 2003. Prior to 1989, Mr. Bowdring
held positions of increasing responsibility at Remanco,
Inc., Warburton's Inc., Cyborg Corporation, and
Technogenics, Inc. Mr. Bowdring has a B.A. in Accounting
from the University of Massachusetts.
On November 12, 2015, Dynasil and Mr. Bowdring entered into
an Employment Letter (the "Employment Letter"), which
provides that he will assume the role of Chief Financial
Officer on February 1, 2016 (the "Start Date"). Under the
Employment Letter, Mr. Bowdring will earn an annual base
salary of $185,000, which is subject to periodic review and
adjustment. For each fiscal year during his employment,
Mr. Bowdring will be eligible to earn an annual cash
performance bonus of up to twenty-five (25%) percent of his
then current base salary under terms and conditions to be
determined by the Chief Executive Officer and approved by
the Compensation Committee of the Board of Directors.
On or near the Start Date, Mr. Bowdring will be granted a
restricted stock award of 60,000 shares of the Company's
common stock. This grant will vest as to 33.3% of the
shares on each annual anniversary of the Start Date,
provided, that Mr. Bowdring is employed with the Company
continuously through the applicable vesting date.
Mr. Bowdring's employment is at-will. If Mr. Bowdring is
terminated without "cause" (as such term is defined in the
Employment Letter), he will be entitled to a severance
payment of (i) three months of base salary if the
termination occurs within eighteen (18) months of the Start
Date; or (ii) six months of base salary if the severance
occurs after eighteen (18) months from the Start Date,
subject to his executing a general release in favor of the
Company.
The foregoing description of the Employment Letter is
qualified in its entirety by reference to the complete text
of the Employment Letter filed as Exhibit 10.1 to this Form
8-K, which is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 Employment Letter between the Company and
Robert J. Bowdring, dated November 12, 2015
Exhibit 99.1 Press release, dated November 13, 2015,
issued by the Company
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 13, 2015 By: /s/ Peter Sulick
---------------------------
Peter Sulick
President and CEO
EXHIBIT INDEX
Exhibit 10.1 Employment Letter between the Company and
Robert J. Bowdring, dated November 13, 2015
Exhibit 99.1 Press release, dated November 13, 2015,
issued by the Company
EX-10
2
dysl8k-111315ex10.1.txt
EMPLOYMENT LETTER BETWEEN THE COMPANY AND ROBERT J. BOWDRING, DATED NOVEMBER 12, 2015
[LOGO]Dynasil
November 12, 2015
Mr. Robert Bowdring
Re: Employment with Dynasil Corporation of America
Dear Rob:
It is with great pleasure that I write to confirm the terms
under which you will be promoted and continue to be
employed with Dynasil Corporation of America (the
"Company"). We look forward to your continued leadership
in your new role. The principal terms of your employment
are set forth in this letter ("Letter").
1. Start Date. Your promotion will become effective on
February 1, 2016 upon Tom Leonard's retirement.
2. Title; Duties. You will hold the title of Chief
Financial Officer of the Company. You will perform
such duties as are inherent in such position and such
other duties as may be assigned by the Company from
time to time. You will be subject to the direction
and supervision of the Chief Executive Officer. You
agree to serve the Company diligently and faithfully
so as to advance the Company's best interests and
agree to not take any action in conflict with the
Company's best interests.
3. At-Will Employment. At all times, your employment
with the Company will be at-will employment which may
be terminated by you or the Company at any time, with
or without Cause and with or without advance notice.
Upon any such termination, except as set forth in
Section 5 of this Letter, the Company will have no
liability or obligation to make any payment or provide
any benefits to you (including, without limitation,
any salary or bonus payments or benefits described in
Section 4) or to your executors, legal
representatives, administrators, heirs or assigns or
any other person claiming under or through you, except
those required by law. Your at-will employment may be
modified only in writing as detailed in a duly-adopted
Board resolution.
4. Compensation; Benefits.
(a) Base Salary. You will receive a base salary
during your employment at rate of $15,416.66 per
month (which is equivalent to $185,000 on an
annualized basis), payable in accordance with the
Company's usual payment practices and subject to
periodic review and, in its sole discretion,
adjustment by the Company.
(b) Annual Bonus. In each fiscal year during your
employment beginning with fiscal year 2016, you
will be eligible to earn an annual cash
performance bonus of up to twenty (25%) percent
of your then current Base Salary ("Target Bonus")
under terms and conditions to be determined by
the Chief Executive Officer in discussions with
you and approved by the Compensation Committee of
the Board prior to the start of each fiscal year.
The award of any annual bonus will be in the
Company's sole discretion. The annual bonus, if
any, will be payable after receipt of the
Company's audited financial statements for such
fiscal year.
(c) Equity. Subject to the approval of the Company's
Board of Directors ("Board"), you will be granted
a time-vested restricted stock award of 60,000
shares ("Time-Based Grant") of the Company's
common stock, $0.0005 par value ("Common Stock").
The Time-Based Grant will be made under the
Company's 2010 Stock Incentive Plan at no cost to
you though you shall be responsible for payment
of taxes on the fair market value of the shares
as they vest to you. The Time-Based Grant will
vest in accordance with the following schedule:
(i) 1/3 (33.3%) per annum on the employment
anniversary date.
Further terms and conditions, if any, to be
determined by the Board.
(d) Benefits. During your employment, you will be
eligible to participate in all employee benefit
plans and perquisite plans and policies
(including fringe benefits, 401(k) plan
participation, life, health, dental, accident and
short and long term disability insurance) which
the Company may, in its sole discretion, make
available to its similarly-situated employees,
whether such benefits are now in effect or
hereafter adopted, subject to the terms and
conditions of each such plan or policy. Subject
to applicable law, the Company may alter, modify,
add to or delete its employee benefit plans and
its perquisite plans and policies at any time as
it, in its sole judgment, determines to be
appropriate, without recourse by you.
(e) Vacation. You will receive twenty (20) days of
paid vacation time per calendar year during your
employment (pro-rated for partial years), which
will accrue and may be used according to Company
policy as in effect from time to time.
Notwithstanding the terms of any Company policy
to the contrary, your unused vacation time will
not carry over from one calendar year to the
next.
(f) Reimbursement for Expenses. You will receive
reimbursement from the Company for expenses that
you reasonably incur on behalf of the Company in
accordance with the Company's normal policies
with respect to expense reimbursements.
Notwithstanding the foregoing, it is agreed that
the company will pay or reimburse your mobile
phone up to the level of $100 per month.
(g) Deductions and Withholdings. Notwithstanding any
other provision of this Letter, any payments or
benefits from the Company to you will be subject
to the withholding of such amounts, if any,
relating to tax and other payroll deductions, as
the Company reasonably determines it should
withhold pursuant to any applicable law or
regulation.
-2-
5. Severance.
(a) Severance Package. If the Company terminates
your employment without Cause (as defined in this
Section), and provided that you first deliver to
the Company an irrevocable separation agreement
in a form and of a scope reasonably acceptable to
the Company (which will include a general release
of claims among other terms) within sixty (60)
days of the effective date of your separation,
the Company will provide you with a severance
payment (the "Severance Payment") as follows:
(i) If the separation date occurs within
eighteen (18) months after the Start Date, a
payment in the gross amount of three months
of your then-current Base Salary, paid in
substantially equal installments over a
period of 3 months according to the
Company's regular payroll schedule,
beginning 60 days after the separation date;
or
(ii) If the separation date occurs more than 18
months after the Start Date, a payment in
the gross amount of six months of your then
Base Salary, paid in substantially equal
installments over a period of 6 months
according to the Company's regular payroll
schedule, beginning 60 days after the
separation date.
As an additional condition of the Severance
Package, you agree to make yourself reasonably
available to answer questions by telephone during
the period from the separation date through the
end of any period in which you are receiving the
Severance Payment.
(b) Cause Definition.
(i) For purposes of this Letter, "Cause" means
any of the following:
(A) You materially breach any duty or
obligation owed to the Company, under
this Letter or the Dynasil Confidential
Information and Invention Assignment
Agreement, or the rules and regulations
of the Company and such violation, if
susceptible to cure in the Company's
reasonable judgment, is not cured to
the Company's reasonable satisfaction
within fifteen (15) days after written
notice thereof is provided to you;
(B) You refuse or are unwilling to perform
any of the duties assigned by the
Company in good faith, after a written
request from the Company to do so, and
such refusal or unwillingness, if
susceptible to cure in the Company's
reasonable judgment, is not cured to
the Company's reasonable satisfaction
within fifteen (15) days after written
notice thereof is provided to you;
(C) You are convicted by a court of
competent jurisdiction of, or plead
guilty or nolo contendere to, any
felony or any crime involving moral
turpitude;
-3-
(D) You engage in conduct that would tend
to bring public disrespect, contempt or
ridicule to the Company, as reasonably
determined in good faith by the
Company) and such conduct, if
susceptible to cure in the Company's
reasonable judgment, is not cured to
the Company's reasonable satisfaction
within fifteen (15) days after written
notice thereof is provided to you; or
you are repeatedly absent from work
(excluding vacations, illnesses,
disability leaves, or other leaves of
absence approved by the Company) and
such absence is not corrected within
fifteen (15) days after written notice
thereof is provided to you;
6. Death or Disability. If you die or become totally and
permanently disabled during the term of employment,
the parties agree that the employment relationship and
this Letter will terminate automatically. "Total
disability" means your inability, resulting from
sickness, disease, injury or physical or mental
illness, to perform in all material respects all of
the services pertaining to your employment under this
Letter, with or without reasonable accommodation. Such
total disability will be deemed "permanent" if you
have not recovered and returned to render the full
services of his employment hereunder within six (6)
months of becoming totally disabled. You will not be
eligible for any Severance Payment if your employment
is terminated under this paragraph.
7. Section 409A. The intent of the parties is that
payments and benefits under this Agreement comply with
Internal Revenue Code Section 409A and the regulations
and guidance promulgated thereunder (collectively
"Code Section 409A") and, accordingly, to the maximum
extent permitted, this Agreement shall be interpreted
to be in compliance therewith. To the extent that any
provision hereof is modified in order to comply with
Code Section 409A, such modification shall be made in
good faith and shall, to the maximum extent reasonably
possible, maintain the original intent and economic
benefit to you and the Company of the applicable
provision without violating the provisions of Code
Section 409A. A termination of employment shall not
be deemed to have occurred for purposes of any
provision of this Agreement providing for the payment
of any amounts or benefits upon or following a
termination of employment unless such termination is
also a "separation from service" within the meaning of
Code Section 409A and, for purposes of any such
provision of this Agreement, references to a
"termination," "termination of employment" or like
terms shall mean "separation from service." If you
are deemed on the date of termination to be a
"specified employee" within the meaning of that term
under Code Section 409A(a)(2)(B), then with regard to
any payment or the provision of any benefit that is
considered deferred compensation under Code Section
409A payable on account of a "separation from
service," such payment or benefit shall be made or
provided at the date which is the earlier of (A) the
expiration of the six (6)-month period measured from
the date of your "separation from service," and (B)
the date of your death, to the extent required under
Code Section 409A. Upon the expiration of the
foregoing delay period, all payments and benefits
delayed pursuant to this subsection (whether they
would have otherwise been payable in a single sum or
in installments in the absence of such delay) shall be
paid or reimbursed to you in a lump sum, and any
remaining payments and benefits due under this
Agreement shall be paid or provided in accordance with
the normal payment dates specified for them herein.
For purposes of Code Section 409A, your right to
receive any installment payments pursuant to this
Agreement shall be treated as a right to receive a
series of separate and distinct payments.
-4-
8. Confidential Information and Invention Assignment
Letter. As a condition of your employment, you will
sign, and be bound by, the "Dynasil Confidential
Information and Invention Assignment Letter," a copy
of which is enclosed with this Letter.
9. Return of Company Property. You agree that upon the
termination or cessation of your employment with the
Company for any reason (whether initiated by you or by
the Company), or at any other time upon the Company's
request, you will immediately return to the Company
all Company property of any kind then in your
possession or under your control, including, without
limitation, the originals and all copies of any and
all documents, files or records (including computer
data, disks, programs, or printouts) that contain any
non-public information that in any way relates to the
Company, any of its subsidiaries or affiliates, any of
their products or services, clients, suppliers or
other aspects of any of their business(es) or
prospects, all other notes, drawings, lists,
memoranda, magnetic disks or tapes, other recording
media, reports, files, memoranda, software, credit
cards, door and file keys, telephones, PDAs,
computers, computer access codes, instructional
manuals, and any other physical property that you
received, prepared, or helped prepare in connection
with your employment. You further agree to not retain
any copies, summaries or excerpts of any such property
in any format, whether hardcopy, electronic or
otherwise. To the extent that you have Company
property stored on any home computer(s) or other
personal storage device(s), you agree to forward a
copy of any such property to a designated Company
official and then irretrievably delete all such
property from your personal home computer(s) and any
other personal electronic device(s) at the same time
that you return all tangible property to the Company.
10. Notices. Any notice hereunder by either Party to the
other will be given in writing by personal delivery,
telex, facsimile, overnight courier or certified mail,
return receipt requested, addressed, if to the
Company, to the attention of the Chief Executive
Officer (or such other person as the Company may
designate) at Dynasil Corporation of America, 313
Washington Street Newton, MA 02458 or to such other
address as the Company may designate in writing at any
time or from time to time to you, and if to you, to
your most recent address on file with the Company.
Notice will be deemed given, if by personal delivery
or by overnight courier, on the date of such delivery
or, if by telex or facsimile, on the business day
following receipt of answer back or facsimile
information or, if by certified mail, on the date
shown on the applicable return receipt.
11. Continuing Obligations. Your obligations under
Sections 8 through 10 of this Letter, inclusive, will
survive any change in your employment status with the
Company, by promotion or otherwise, and the
termination or cessation of your employment with
Company for any reason. The Company's obligations
under this Letter will be binding on successors to the
Company.
12. Severability. If any arbitrator, agency, tribunal or
court of competent jurisdiction finds any provision or
part of this Letter to be excessively broad, in whole
or in part, such provision will be deemed and
construed to be reduced to the maximum duration, scope
or subject matter allowable under applicable law. If
any provision or part of this Letter is declared
illegal or unenforceable by any arbitrator, tribunal
or court of competent jurisdiction even after the
reformation and construction as provided in the
previous sentence, then the remainder of this Letter,
or the application of such provision or part in
circumstances other than those as to which it is so
declared illegal or unenforceable, will not be
affected thereby, and each provision and part of this
Letter will be valid and enforceable to the fullest
extent permitted by law.
-5-
13. Governing Law. This Letter will be governed by,
construed and enforced in accordance with, the laws of
Massachusetts, without regard to conflict of laws
principles.
14. Counterparts. This Letter may be executed in any
number of counterparts, any one of which will
constitute an original of this Letter, provided that
this Letter will not become effective until each party
has executed at least one counterpart. The parties
agree that signatures on separate counterparts may be
transferred to a single document upon the request of
any party. For the convenience of the parties,
facsimile, pdf or other electronic signatures will be
accepted as originals.
If the terms of this Agreement are acceptable to you,
please sign the enclosed copy of this letter where
indicated and return to me. Once again, the Company is
grateful for your willingness to undertake these duties and
I look forward to working with you.
Sincere congratulations on a well-deserved promotion.
/s/ Peter Sulick
_____________________________
Peter Sulick
Chairman, Chief Executive Officer
AGREED AND ACCEPTED:
/s/ Robert Bowdring
_____________________________
Robert J. Bowdring
EX-99
3
dysl8k-111315ex99.txt
PRESS RELEASE
[LOGO] Dynasil
Contacts:
Patty Kehe
Dynasil Corporation of America
Phone: 617.668.6855
Email: pkehe@dynasil.com
Dynasil Announces Retirement of CFO Thomas Leonard;
Corporate Controller Robert Bowdring Named as Successor
NEWTON, Mass. - November 13, 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, today announced the planned succession
of the Company's senior financial leadership.
Thomas C. Leonard, chief financial officer ("CFO"), has
decided to retire, effective January 31, 2016. Robert J.
Bowdring, the Company's current corporate controller, will
assume the CFO position on February 1, 2016. Both Mr.
Leonard and Mr. Bowdring joined Dynasil in 2013.
"We are very grateful for the strong financial leadership
that Tom provided Dynasil for the last three years," said
Peter Sulick, President and CEO. "During his time with the
Company, Tom led Dynasil through some important financial
milestones and was instrumental in restoring our favorable
credit and banking relationships."
Prior to joining Dynasil, Mr. Bowdring served as the CFO
for INVO Bioscience, a publicly traded development-stage
infertility medical device company based in Medford, MA,
from 2008 until 2013. He continues as a member of the
Board of Directors of INVO Bioscience. He also served CFO
of Cyphermint, Inc. from 2003 to 2008, and as Vice
President and Corporate Controller for Lifeline Systems
from 1989 to 2003. Prior to 1989, Mr. Bowdring held
positions of increasing responsibility at Remanco, Inc.,
Warburton's Inc., Cyborg Corporation, and Technogenics,
Inc. Mr. Bowdring has a B.A. in Accounting from the
University of Massachusetts.
"We expect a seamless transition of Rob to CFO. Rob's
three years of experience on the Dynasil corporate
financial team and his knowledge of the financial workings
of Dynasil will serve the Company well", continued Mr.
Sulick.
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.
Forward-Looking Statements
This press release contains statements which are not
historical facts and which constitute forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking
statements may be identified by the use of words such as
"may," "could," "expect," "estimate," "anticipate,"
"continue" or similar terms, though not all forward-looking
statements contain such words. These forward-looking
statements are based on current expectations, estimates,
forecasts, and projections and the beliefs and assumptions
of our management. Examples of forward-looking statements
include, but are not limited to those related to Robert
Bowdring's appointment as CFO. 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, our ability to
obtain and maintain intellectual property protection for
our products, competition, the loss of key management and
technical personnel, 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.