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) December 21, 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
As previously disclosed, 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, effective December 21, 2010 (the
"Conversion Date"). As a result, as of the Conversion Date,
all 5,256,000 shares of Series C Perferred Stock that had
been outstanding are cancelled and have been 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. The Company issued the
shares of Common Stock pursuant to the conversion in
reliance on the exemption from the federal registration
requirements provided by Section 3(a)(9) of the Securities
Act of 1933 (the "Securities Act"). Such shares are freely
tradeable by persons who are not affiliates of the Company
in compliance with applicable federal securities laws.
As a result of foregoing, as of the date hereof, the Company
has outstanding an aggregate of 14,834,542 shares of Common
Stock and no outstanding preferred stock. Further, as each
share of Series C Preferred Stock carried a 10% per annum
dividend, the Company will no longer incur the annual
dividend cost of $525,600 in cash or common stock dividends,
as applicable.
The shares of Series C Preferred Stock were originally sold
at a price of $1.00 per share on July 1, 2008. The
securities were offered and sold only to accredited
investors within the meaning of Rule 501(a) under the
Securities Act of 1933, as amended (the "Act"), in a
transaction conducted pursuant to section 4(2) of the Act
and Regulation D thereunder.
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
