As filed with the Securities and Exchange Commission on August 21, 2008
Registration No. 333-46068
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DYNASIL CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
Delaware 22-1734088
(State or other (IRS Employer
jurisdiction of Identification No.)
organization)
385 Cooper Road
West Berlin, NJ 08091
(856) 767-4600
(Address of Principal Executive Offices)
1996 STOCK INCENTIVE PLAN
1999 STOCK INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Craig T. Dunham
President and Chief Executive Officer
Dynasil Corporation of America
385 Cooper Road
West Berlin,NJ 08091
(856) 767-4600
(Name, address, telephone number, including area code, of agent
for service)
with a copy to:
Gerald Chalphin, Esq.
427 E. Mt. Pleasant Avenue
Philadelphia, PA 19119
(215) 248-1113
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Securities Amount Offering Aggregate Amount of
to be Registered to be Price Offering Registration
Registered(1) Per Unit Price Fee
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Common Stock,
$.0005 par
value (2)(3) 900,000 shares $2.25 $2,025,000 $276.00
Common Stock,
$.0005 par
value (2)(4) 300,000 shares $2.25 $ 675,000 $ 92.00
TOTAL REGISTRATION FEE $368.00
(1) Together with an indeterminate number of additional shares
that may be necessary to adjust the number of shares reserved
for issuance under the Dynasil Corporation of America 1999 Stock
Incentive Plan and Employee Stock Purchase Plan as a result of
any future stock split, stock dividend or similar adjustment of
the outstanding Common Stock.
(2) Estimated pursuant to Rule 457(h) of the Securities Act
solely for the purpose of calculating the registration fee, and
based upon the $2.25 per share average of the bid and asked
price for the registrant's common stock on the over the counter
market on August 15, 2008 (a date within five business days
prior to the date of filing the Registration Statement).
(3) Shares to be issued pursuant to the Dynasil Corporation of
America 1999 Stock Incentive Plan
(4) Shares to be issued pursuant to the Dynasil Corporation of
America Employee Stock Purchase Plan
This Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 ("Registration Statement") incorporates by
reference the contents and information set forth in the
Registration Statement, Registration No. 333-46068 on Form S-8
filed with the Securities and Exchange Commission on September
19, 2000, pursuant to which the Company registered an aggregate
of 650.000 shares of the Company's common stock, $0.0005 par
value per share.
On January 18, 2005, the Registrant increased the number of
shares available under the 1999 Stock Incentive Plan by 900,000
shares and the number of shares available under its Employee
Stock Purchase Plan by 300,000. This Post-Effective Amendment
increases the total number of shares under the 1999 Stock
Incentive Plan registered under the Registration Statement to
1,350,000 and the total number of shares under the Employee
Stock Purchase Plan registered under to Registration Statement
to 403,535.
Item 8. Exhibits.
Exhibit Number Description
5 Opinion of Gerald Chalphin, Esq.
23(a) Consent of Gerald Chalphin, Esq. (included in
Exhibit 5 to this Registration Statement)
23(b) Consent of Haefele, Flanagan & Co., p.c.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to its registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of West Berlin, State of New Jersey on August 21, 2008.
DYNASIL CORPORATION OF AMERICA
By: /s/ Craig T. Dunham
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Name: Craig T. Dunham
Title: President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement or post-effective
amendment thereto, has been signed below by the following
persons in the capacities and on the 21st day of August, 2008.
Signature Title
/s/ Craig T. Dunham* President and Chief Executive Officer
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Craig T. Dunham
/s/ Laura Lunardo Principal Financial Officer
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Laura Lunardo
/s/ Eugene Talerico Principal Accounting Officer
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Eugene Talerico
Director
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James Saltzman
/s/ Cecil Ursprung* Director
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Cecil Ursprung
/s/ Peter Sulick* Director
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Peter Sulick
* pursuant to Power of Attorney
EXHIBIT INDEX
Exhibit No. Description of Document
5 Opinion of Gerald Chalphin, Esq.
23(a) Consent of Haefele, Flanagan & Co., p.c.,
Independent Public Accountants
23(b) Consent of Gerald Chalphin (included in
Exhibit 5)
24 Powers of Attorney