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) July 30, 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 File 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 July 30, 2012, the Board of Directors of Dynasil
Corporation of America ("Dynasil" or the "Company") elected
William K. Hagan, Ph.D. to the Board for a term to expire at
the Company's next Annual Meeting of Stockholders. Dr. Hagan
will fill the position vacated by Harvey Goldberg's
departure in May of 2012. Dr. Hagan will serve as Chairman
of the Company's Compensation Committee.
Dr. Hagan will be entitled to receive the same compensation
for his service on the Board as the Company's other non-
employee directors, as more fully described in the Company's
definitive proxy statement filed with the Securities and
Exchange Commission (the "SEC") on January 11, 2012. Dr.
Hagan and the Company will enter into the Company's standard
indemnification agreement for directors, the form of which
agreement was filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q filed with the SEC on February
14, 2012.
Dr. Hagan, age 61, former acting Director of the federal
government's Domestic Nuclear Detection Office (DNDO), part
of the Department of Homeland Security, will add knowledge
and experience to the Board from his four years with DNDO,
as well as 30 years of senior technical and business
management experience at Science Applications International
Corporation (SAIC). While at SAIC, Dr. Hagan served in
roles of increasing responsibility, including CTO for
International and Commercial Business, Deputy Business Unit
Manager and Senior Vice President. Dr. Hagan currently
serves as a Director for Spectral Labs, Inc. in San Diego,
CA. Dr. Hagan has a Ph.D. in Physics from the University of
California, San Diego.
A copy of the press release announcing Dr. William Hagan's
election to the Board of Directors is attached to this
Current Report on Form 8-K as Exhibit 99.1.
The Dynasil Board of Directors also approved a compensation
plan for Peter Sulick who is serving as the Company's
Interim President and Chief Executive Officer. As disclosed
in a Form 8-K filed on July 3, 2012, following the
resignation of Steven Ruggieri as Chief Executive Officer
and President on June 27, 2012, Mr. Sulick, the Company's
Chairman of the Board, is serving 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. While in this role, Mr. Sulick will
be compensated at the rate of $16,573 per month.
Additionally, Mr. Sulick was granted 100,000 shares of
Dynasil common stock on July 30, 2012 as compensation for
assuming the interim role and a lump sum cash payment of
$40,000 to address Mr. Sulick's tax liability in connection
with such stock award. Mr. Sulick will also receive an
additional 25,000 shares of common stock to be awarded
quarterly, beginning on January 1, 2013, while he continues
in the interim position. Mr. Sulick was also granted an
award of 100,000 shares of restricted stock that will vest
quarterly over a two year period while he continues in his
role as Chairman of the Board. This award replaces the
unvested 125,000 option portion of Mr. Sulick's prior award
of 400,000 options to purchase common stock that was granted
in October of 2009 when he became Chairman of the Board.
Those 125,000 unvested options have been cancelled.
For additional information regarding Mr. Sulick, see the
Company's Form 8-K filed on July 3, 2012, Annual Report on
Form 10-K for the fiscal year ended September 30, 2011 and
Proxy Statement filed on January 11, 2012.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release, dated August 1, 2012, issued by Dynasil
Corporation of America announcing Dr. William Hagan's
election to the Board of Directors.
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: August 1, 2012 By: /s/ Richard Johnson
Name: Richard Johnson
Title: Chief Financial Office
