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): June 7,
2012
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Dynasil Corporation of America
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(Exact name of registrant as specified in its charter)
Delaware 22-1734088 000-27503
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(State or other (IRS Employer (Commission File
jurisdiction of Identification No.) Number)
incorporation)
44 Hunt Street, Watertown, MA 02472
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(Address of principal executive offices)
(617) 668-6855
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(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 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant
As previously disclosed, on February 27, 2012, Dr. Gerald
Entine, a former owner of RMD Instruments, LLC and RMD
Instruments Corp. (collectively, "RMD"), exercised a put
right to require the repurchase of a total of 928,773 shares
of Company common stock (the "Shares") held by certain
entities affiliated with Dr. Entine (collectively, "Entine")
for an aggregate purchase price of $1,857,546, payable on
the ninetieth business day from the date of the notice of
the exercise of the put. This put right originates from the
Company's acquisition of RMD in July 2008 and is set forth
in the Asset Purchase Agreement dated July 1, 2008 by and
among the Company, RMD Instruments Corp., RMD Instruments,
LLC and Gerald Entine 1988 Family Trust and the other
parties named therein (the "Put Right"). According to the
terms of the Put Right, to the extent that the Company does
not pay cash for these shares, it must issue to Entine a
promissory note in payment of the remaining purchase price
not paid in cash.
The Company determined to pay the entire aggregate purchase
price by issuing the Entine entities three separate
promissory notes in the aggregate principal amount of
$1,857,546 ("Principal") with the terms described below, in
accordance with Put Right. The closing of the transaction
occurred on June 7, 2012.
Interest on all unpaid Principal shall be due and payable
quarterly in arrears, on the Payment Dates (as defined
below), commencing on the first such Payment Date after May
29, 2012 and continuing on each Payment Date thereafter and
on the date of payment of the promissory notes in full, at a
rate equal to ten percent (10%) per annum (computed on the
basis of a year of three hundred sixty-five (365) days for
the actual number of days elapsed). Payment Dates shall
mean May 29, August 29, November 29 and February 28.
Principal amortization is as follows: Principal on each
promissory note shall be repaid in 11 equal consecutive
quarterly installments (each in an amount equal to one-
twelfth of the original Principal amount of such promissory
note) payable on each Payment Date, commencing on the first
such Payment Date after May 29, 2012 and continuing on each
Payment Date thereafter, with a final payment due on May 29,
2015 in an amount equal to all then remaining Principal and
all interest accrued but unpaid thereon.
The Company shall have the right at any time and from time
to time to prepay the promissory notes, in whole or in part,
without notice to the respective payee and without penalty
or premium and any such partial prepayment shall be applied
first to any accrued but unpaid interest and the remainder
to Principal in the order of maturity.
Each of the promissory notes is secured by a pledge of the
shares repurchased by the respective promissory note.
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: June 8, 2012 By: /s/ Steven K. Ruggieri
Name: Steven K. Ruggieri
Title: President and Chief
Executive Officer