As filed with the Securities and Exchange Commission on
March 6, 2009.
Registration No. 333-46068
=================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
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 jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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
- -----------------------------------------------------------------------
Common Stock, $.0005
par value (2)(3) 1,500,000 shares $1.10 $1,725,000 $152.00
TOTAL REGISTRATION FEE $152.00
(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 $1.10 per share average of the bid and asked price
for the registrant's common stock on the over the counter market
on March 3, 2009 (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
This Post-Effective Amendment No. 2 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 and Post-Effective Amendment No. 1 to the
Registration Statement pursuant to which the Company registered
an additional 900,000 shares under the 1999 Stock Incentive Plan
and an additional 300,000 shares under its Employee Stock
Purchase Plan.
On February 3, 2009, the Registrant increased the number
of shares available under the 1999 Stock Incentive Plan by
1,500,000 shares. This Post-Effective Amendment increases the
total number of shares under the 1999 Stock Incentive Plan
registered under the Registration Statement to 2,850,000.
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. 2 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 March 6, 2009.
DYNASIL CORPORATION OF
AMERICA
By: /s/ Craig T. Dunham*
---------------------
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 6th day of March, 2009.
Signature Title
/s/ Craig T. Dunham* President and Chief Executive
Officer, Director
Craig T. Dunham
/s/ Paul Weaver Principal Financial and
Accounting Officer
- ----------------------------
Paul Weaver
/s/ James Saltzman Director
- ----------------------------
James Saltzman
/s/ Cecil Ursprung* Director
- ----------------------------
Cecil Ursprung
/s/ Peter Sulick* Director
- ----------------------------
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 (previously
filed with Post-Effective Amendment No. 1 to the
Registration Statement)