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 Act of 1934
Date of Report (Date of earliest event reported) October 22, 2010
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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)
(607)-272-3320, ext 26.
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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 8.01 Other Events
On October 22, 2010, Dynasil Corporation of America
(the "Company") determined to cause the mandatory conversion
of all outstanding shares of its Series C 10% Cumulative
Convertible Preferred Stock (the "Series C Preferred Stock")
into shares of its Common Stock, $.0005 par value per share
("Common Stock"), at a conversion price of $2.50 per share.
The conversion will be effected on December 21, 2010 (the
"Conversion Date"). As a result, following the conversion
on the Conversion Date, all 5,256,000 shares of Series C
Preferred Stock that had been outstanding will be cancelled
and will be automatically converted, without any action
required on the part of the holders of Series C Preferred
Stock, into an aggregate of 2,102,400 shares of Common
Stock. As of the date hereof, the Company has 12,732,963
shares of Common Stock outstanding. Dividends on the Series
C Preferred Stock will accrue through the Conversion Date
and will be paid to the holders of Series C Preferred Stock
on the regularly scheduled payment date of January 5, 2011.
As a result of foregoing, as of the Conversion Date, the
Company will no longer incur the annual Series C Preferred
Stock dividend cost of $525,600 in cash or common stock
dividends, as applicable.
Pursuant to the Certificate of Designation of the Series C
Preferred Stock and the Subscription Agreement relating
thereto, two years after the sale of the Series C Preferred
Stock, the Company can effect a mandatory conversion of the
Series C Preferred Stock into shares of Common Stock at a
conversion price of $2.50 per share, if the closing price of
the Common Stock is $4.00 per share or higher for a
specified period. The 2 year period has elapsed, the $4.00
per share trading price requirement has been met and the
Company's Board of Directors has authorized the conversion
in order to eliminate the dividend payments.
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
(Registrant)
Date: __________________ By _______________________________
Craig T. Dunham
President
