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 Act of 1934
Date of Report (Date of earliest event reported) March 8, 2005
Dynasil Corporation of America
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(Exact name of registrant as specified in its charter)
New Jersey 22-1734088
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(State or other (IRS Employer
jurisdiction of incorporation) Identification No.)
385 Cooper Road, West Berlin, New Jersey, 08091
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(Address of principal executive offices)
(856)-767-4600
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 2.01. COMPLETION OF ACQUISITION
On March 8, 2005, Dynasil Corporation of America
("Registrant" or "Dynasil"), acting through a wholly-owned
subsidiary, Optometrics Corporation, acquired the operating
assets and assumed certain liabilities of Optometrics LLC, a
worldwide supplier of quality optical components including
diffraction gratings, lenses, thin film filters, laser
optics, monochromators, and specialized optical systems and
software. Dynasil acquired almost all of the operating
assets of Optometrics LLC including production equipment,
testing equipment, accounts receivable, inventory, cash,
intellectual property, customer lists, order backlog and
leasehold rights. In addition, Dynasil assumed specific
operating liabilities such as accounts payable, accrued
expenses and leasehold obligations. The assets acquired
from Optometrics LLC will be conducted under the Optometrics
Corporation name. The assets were purchased from Mr. Frank
Denton and Ms. Laura Lunardo for a total of $700,000 in
cash, 300,000 shares of Dynasil common stock, repayment of
Optometrics LLC bank loans totaling $264,750 and a lease by
Dynasil and Optometrics Corporation of the building, owned
by Mr. Denton and Ms. Lunardo, where the operations are
currently conducted for an initial eight year term, with
options to renew for two additional five year terms. Mr.
Denton and Ms. Lunardo had no previous relationship with
Dynasil, its affiliates or directors other than as a
purchaser of fused silica parts from Dynasil. The
acquisition was funded by the $700,000 of proceeds of a
private placement by Dynasil of 700,000 shares of a new
series of convertible preferred stock at a sale price of
$1.00 per share to existing and new shareholders as well as
bank loans. Mr. Craig T. Dunham, Dynasil President and CEO,
purchased 263,000 shares of the new series of preferred
stock for an aggregate purchase price of $263,000. A copy
of the press release is attached as Exhibit 99 to this
Report on Form 8-K.
Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On March 8, 2005, Dynasil sold 700,000 shares of a Series A
10% Cumulative Convertible Preferred Stock in a private
placement. The stock was sold at a price of $1.00 per
share. No underwriting discounts or commissions were paid
in connection with the sale. The securities were offered
and sold only to accredited investors within the meaning of
Rule 501(a) under the Securities Act of 1933, as amended
(the "Act"), in a transaction conducted section 4(2) of the
Act and Regulations D thereunder. Each share of preferred
stock carries a 10% per annum dividend and is convertible to
2.2222 shares of common stock at any time by the holders,
subject to adjustment for certain subsequent sales of common
stock or securities convertible into or exchangeable for
common stock, and is callable after two years by Dynasil at
a redemption price of $1.00 per share. Proceeds from the
preferred stock sale were used to acquire the assets of
Optometrics LLC.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS.
( c ) Exhibits
99.1 Dynasil Corporation of America press release dated
March 9, 2005.
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: March 11, 2005 By: /s/ Craig Dunham
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Craig Dunham
President and Chief Executive Officer
EXHIBIT INDEX
99.1 Press release, dated March 9, 2005, issued by Dynasil
Corporation of America announcing its acquisition of
Optometrics LLC