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) December 6, 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 (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
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
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(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 1.01 Entry into a Material Definitive Agreement.
On December 6, 2012, Dynasil Corporation of America ("Dynasil" or the
"Company"), through its wholly-owned subsidiaries, RMD Instruments Corp. ("RMD
Instruments") and Radiation Monitoring Devices, Inc. ("Radiation Monitoring
Devices") (RMD Instruments and Radiation Monitoring Devices are collectively
referred to as "Lessee"), entered into an Omnibus Amendment to Leases (the
"Amendment") to two previously disclosed Standard Form Commercial Leases,
dated June 30, 2008 (the "Original Leases"), with Charles River Realty, d/b/a
Bachrach, Inc. ("Lessor"), an entity affiliated with Dr. Gerald Entine. Dr.
Entine is the former President of Radiation Monitoring Devices, a former
member of the Board of Directors of the Company and the beneficial owner of
approximately 23.2% of the Company's common stock.
The Original Leases were scheduled to expire in June 2012. The Amendment
modifies the term of the Original Leases to become month-to-month tenancies
and will continue until terminated by either the Lessor or the Lessee. Such
month-to-month tenancies may be terminated by Lessor upon not less than three
years' prior written notice to Lessee and may be terminated by Lessee upon not
less than six months' prior written notice to Lessor. Additionally, the
Amendment confirms the prior increase of the square footage leased by
Radiation Monitoring Devices from 30,100 to 33,000 square feet. As per the
Amendment, the monthly base rent applicable to RMD Instruments is set at the
current rate of $14,938 and the monthly base rent applicable to Radiation
Monitoring Devices is set at the current rate of $58,935, with both amounts
subject to the annual 4% increase specified in the Original Leases. The date
of the annual increase remains July 1.
The foregoing description of the Amendment is a summary and is qualified by
reference to the actual Amendment, which is attached hereto as Exhibit 10.1
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
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10.1 Omnibus Amendment to Leases, dated December 6, 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: December 12, 2012 By: /s/ Richard Johnson
Name: Richard Johnson
Title: Chief Financial Officer
Exhibit Index
Exhibit
Number Description
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10.1 Omnibus Amendment to Leases, dated December 6, 2012
by and between Charles River Realty d/b/a Bachrach, Inc.,
RMD Instruments, Corp. and Radiation Monitoring Devices, Inc.