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 27,
2012
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Dynasil Corporation of America
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(Exact name of registrant as specified in its charter)
Delaware 000-27503 22-1734088
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
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 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On June 27, 2012, Steven K. Ruggieri resigned as Chief
Executive Officer and President of the Company, and the
Company's Board of Directors (the "Board") has accepted his
resignation, effective July 6, 2012. Peter Sulick, the
Company's Chairman of the Board, will serve as the Company's
Interim Chief Executive Officer and President, while a
search is conducted by the Board for a permanent Chief
Executive Officer and President. Mr. Ruggieri has also
resigned his position as a member of the Board, effective
July 6, 2012.
Mr. Sulick, age 61, has been a director of the Company since
2008 and served as the non-executive Chairman of the Board
since September 2009. He was also the Chair of the Audit
Committee and Audit Committee Financial Expert from July
2008 until February of 2012, when that role was assumed by
John Millerick. Additionally, Mr. Sulick has served on the
Nominating and Governance Committee since 2010. While
serving as Interim Chief Executive Officer and President,
Mr. Sulick will continue as Chairman of the Board, but he
will step down as a member of both the Audit Committee and
Nominating and Governance Committee. He will be replaced on
the Audit Committee by independent director Michael Joyner.
He will be replaced on the Nominating and Governance
Committee by independent director David Kronfeld.
Mr. Sulick is currently President and CEO of AmeriSite, LLC,
a family-owned real estate development and investment
company, which he founded in 1998. Mr. Sulick is the
Executive Chairman and former CEO of Prism Microwave, Inc.
which provides RF conditioning products for the mobile
wireless infrastructure industry. Mr. Sulick's business
background includes the founding of Independence
Broadcasting Corporation, PowerFone Inc., SSPCS Corp. and
AmeriSite, LLC. From 1985 until 2002, Mr. Sulick founded
and led broadcasting and telecommunications companies that
were later acquired by Nextel, T-Mobile and others. In the
early part of his career, Mr. Sulick was a principal
financial officer for Cablevision Systems and has also held
several senior-level financial positions at the
Communications Operations Group of ITT. He began his career
in the audit department at Arthur Andersen & Co, in New York
City following graduate school. He is a certified public
accountant who earned his MBA in finance from the University
of Massachusetts and a B.S. in Business Administration from
The Citadel.
Terms relating to Mr. Sulick's engagement as interim Chief
Executive Officer and President are being finalized by the
Company's Compensation Committee and will be disclosed by
the Company when available on an amendment to this Current
Report on Form 8-K..
For additional information regarding Mr. Ruggieri or Mr.
Sulick, see the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 2011 and Proxy Statement
filed on January 11, 2012.
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: July 3, 2012 By: /s/ Richard Johnson
Name: Richard Johnson
Title: Chief Financial Officer