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) November 12, 2015
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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 File Number) Identification No.)
of incorporation)
313 Washington Street, Suite 403, Newton, MA 02458
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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 November 13, 2015, Dynasil Corporation of America
("Dynasil" or the "Company") announced the planned
succession of the Company's senior financial leadership.
Thomas C. Leonard, the Company's current Chief Financial
Officer, notified the Board on November 12, 2015 that he
will retire from the Company effective January 31, 2016.
Mr. Leonard will be succeeded by Robert J. Bowdring, the
Company's current Corporate Controller, who has accepted
the position of Chief Financial Officer, effective February
1, 2016.
Mr. Bowdring, 58, has served as Corporate Controller for
the Company since March of 2013. Additionally, he brings
over 35 years of accounting and financial experience to his
new position. Prior to joining Dynasil, Mr. Bowdring served
as the Chief Financial Officer for INVO Bioscience, a
publicly traded development-stage infertility medical
device company based in Medford, Massachusetts, from 2008
until 2013. He continues as a member of the Board of
Directors of INVO Bioscience. He also served as Chief
Financial Officer of Cyphermint, Inc. from 2003 to 2008,
and as Vice President and Corporate Controller for Lifeline
Systems from 1989 to 2003. Prior to 1989, Mr. Bowdring
held positions of increasing responsibility at Remanco,
Inc., Warburton's Inc., Cyborg Corporation, and
Technogenics, Inc. Mr. Bowdring has a B.A. in Accounting
from the University of Massachusetts.
On November 12, 2015, Dynasil and Mr. Bowdring entered into
an Employment Letter (the "Employment Letter"), which
provides that he will assume the role of Chief Financial
Officer on February 1, 2016 (the "Start Date"). Under the
Employment Letter, Mr. Bowdring will earn an annual base
salary of $185,000, which is subject to periodic review and
adjustment. For each fiscal year during his employment,
Mr. Bowdring will be eligible to earn an annual cash
performance bonus of up to twenty-five (25%) percent of his
then current base salary under terms and conditions to be
determined by the Chief Executive Officer and approved by
the Compensation Committee of the Board of Directors.
On or near the Start Date, Mr. Bowdring will be granted a
restricted stock award of 60,000 shares of the Company's
common stock. This grant will vest as to 33.3% of the
shares on each annual anniversary of the Start Date,
provided, that Mr. Bowdring is employed with the Company
continuously through the applicable vesting date.
Mr. Bowdring's employment is at-will. If Mr. Bowdring is
terminated without "cause" (as such term is defined in the
Employment Letter), he will be entitled to a severance
payment of (i) three months of base salary if the
termination occurs within eighteen (18) months of the Start
Date; or (ii) six months of base salary if the severance
occurs after eighteen (18) months from the Start Date,
subject to his executing a general release in favor of the
Company.
The foregoing description of the Employment Letter is
qualified in its entirety by reference to the complete text
of the Employment Letter filed as Exhibit 10.1 to this Form
8-K, which is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 Employment Letter between the Company and
Robert J. Bowdring, dated November 12, 2015
Exhibit 99.1 Press release, dated November 13, 2015,
issued by the Company
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: November 13, 2015 By: /s/ Peter Sulick
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Peter Sulick
President and CEO
EXHIBIT INDEX
Exhibit 10.1 Employment Letter between the Company and
Robert J. Bowdring, dated November 13, 2015
Exhibit 99.1 Press release, dated November 13, 2015,
issued by the Company
