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) January 18, 2008
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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 1.01. ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT
In accordance with its previously announced growth
strategy, Dynasil Corporation of America ("Dynasil") signed
a definitive Asset Purchase Agreement on January 18, 2008
and closed the acquisition of the optical filter equipment
and customer list of Precision Optics Corporation, Inc. of
Gardener, MA ("Precision Optics"). The assets were acquired
by Dynasil's subsidiary, Optometrics Corporation
("Optometrics"), and the agreement calls for the assets to
be relocated to Optometrics' Ayer, MA location within six
months. The assets acquired include equipment, certain
inventory, intellectual property, and the customer list.
Optometrics has also offered employment to the three people
who operated the Precision Optics optical filter business.
The customer list is expected to generate approximately
$500,000 of annual revenues which are planned for production
on the purchased equipment. The purchase price was $250,000
plus a royalty of 25% of revenues exceeding $300,000 from
the purchased customer list for a three year period.
Precision Optics had no previous formal relationship with
Dynasil, its affiliates or directors other than through
Optometrics as an independent third party provider of
optical coatings. The agreement also contains customary
representations and warranties, covenants and mutual
indemnification rights. Copies of the form of Asset
Purchase Agreement and a press release describing the
completed transaction are attached as Exhibits 2.1 and 99.1
to this Report on Form 8-K.
The information set forth under Items 2.01 is
incorporated by reference thereto.
ITEM 2.01. COMPLETION OF ACQUISITION
On January 18. 2008, Dynasil, through its Optometrics
subsidiary, acquired the optical filter equipment and
customer list of Precision Optics for $250,000 in cash plus
royalties. The acquired equipment and customer list are
similar to existing Optometrics business and Dynasil's plan
is to fully integrate it into the existing Optometrics
facility and organization. The cash for the purchase came
from available cash and an existing line of credit. A copy
of the press release is attached as Exhibit 99 to this
Report on Form 8-K.
The information set forth under Items 1.01 is
incorporated by reference thereto.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS.
( c ) Exhibits
2.1 Form of Asset Purchase Agreement dated January 18,
2008 between Precision Optics Corporation, Inc. and
Optometrics Corporation.
99.1 Press release, dated January 18, 2008, issued by
Dynasil Corporation of America announcing its acquisition of
certain assets of Precision Optics Corporation, Inc.
EXHIBIT INDEX
Exhibit 2.1
Exhibit 99.1
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: January 22, 2008 By: /s/ Craig Dunham
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Craig Dunham
President and Chief
Executive Officer