DYSL Dynasil Corp of America

1996 Stock Incentive Plan

1999 Stock Incentive Plan

Employee Stock Purchase Plan

(Full Titles of the Plans)

Peter Sulick

President and Chief Executive Officer

Dynasil Corporation of America

313 Washington Street, Suite 403

Newton, MA 02458

(617) 668-6855

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Matthew J. Gardella, Esq.

Matthew W. Tikonoff, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02111

(617) 542-6000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

DEREGISTRATION OF UNSOLD SECURITIES

The Registrant is filing this Post-Effective Amendment No. 3 (“Post-Effective Amendment”) to the Registration Statement on Form S-8 (Registration No. 333-46068), filed on September 19, 2000, which registered an aggregate of 3,350,000 shares of common stock issuable to participants in the Registrant’s 1996 Stock Incentive Plan, 1999 Stock Incentive Plan and Employee Stock Purchase Plan. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement which remain unsold at the termination of the offering, the Registrant hereby amends the Registration Statement to deregister any remaining securities registered and unsold under the Registration Statement. The securities are being removed from registration because the securities are no longer being offered or sold pursuant to the Registration Statement.