Attached files
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) February 23, 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
(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 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
The Audit Committee of the Board of Directors of Dynasil Corporation of
America ("Dynasil" or the "Company") annually considers and recommends
to the Board the selection of independent public accountants. On
February 23, 2012, after an evaluation process of several independent
audit firms, and as recommended by Dynasil's Audit Committee and
approved by the Board of Directors, the Company appointed McGladrey &
Pullen, LLP ("McGladrey") as Dynasil's independent registered public
accounting firm for the 2012 fiscal year, replacing Haefele, Flanagan &
Co., p.c. ("Haefele Flanagan").
On February 23, 2012, the Company dismissed Haefele Flanagan as the
Company's independent registered public accounting firm. The reports of
Haefele Flanagan on the Company's consolidated financial statements for
the years ended September 30, 2011 and September 30, 2010 did not
contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or accounting
principles.
For the years ended September 30, 2010 and 2011 and through the date of
this Form 8-K, there have been no disagreements with Haefele Flanagan on
any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements if not
resolved to Haefele Flanagan's satisfaction would have caused them to
make reference to the subject matter of the disagreement in connection
with their reports. For the years ended September 30, 2010 and 2011 and
through the date of this Form 8-K, there were no "reportable events" as
that term is described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Haefele Flanagan with a copy of the above
disclosures and has requested Haefele Flanagan to furnish a letter
addressed to the Securities and Exchange Commission stating whether
Haefele Flanagan agrees with the above statements. A copy of that
letter, dated February 27, 2012 is filed as Exhibit 16.1 to this Form 8-
K.
During the years ended September 30, 2011 and 2010 and through February
23, 2012 (the date McGladrey was appointed), the Company did not consult
McGladrey with respect to (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Company's consolidated
financial statements, and neither a written report was provided to the
Company nor oral advice was provided that McGladrey concluded was an
important factor considered by the Company in reaching a decision as to
the accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a disagreement (as that term in
defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K), or a "reportable event" (as
that term is described in Item 304(a)(1)(i)(v) of Regulation S-K).
Item 9.01. Financial Statements and Exhibits
(d) EXHIBITS
Exhibit 16.1 Letter from Haefele, Flanagan & Co., p.c. regarding
change in certifying accountant.
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: February 29, 2012 By: /s/ Steven K. Ruggieri
Steven K. Ruggieri
President and CEO