As filed with the Securities and Exchange Commission
on March __, 2010.
Registration No. ___-_____
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DYNASIL CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
Delaware 22-1734088
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
385 Cooper Road
West Berlin, NJ 08091
(856) 767-4600
(Address of Principal Executive Offices)
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2010 STOCK INCENTIVE PLAN
(Full title of the plan)
Craig T. Dunham
President and Chief Executive Officer
Dynasil Corporation of America
385 Cooper Road
West Berlin, NJ 08091
(856) 767-4600
(Name, address, telephone number, including area code, of
agent for service)
with a copy to:
Gerald Chalphin, Esq.
427 E. Mt. Pleasant Avenue
Philadelphia, PA 19119
(215) 248-1113
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
"large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b- 2 of the Exchange Act.
Large accelerated filer __ Accelerated filer __
Non-accelerated filer __ Smaller reporting company xx
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum Proposed
Securities Amount to Offering Maximum Amount of
to be be Price Per Offering Registration
Registered Registered Share(1) Price Fee
---------- ---------- ---------- ---------- ------------
Common
Stock, 6,000,000(2) $2.58 $15,480,000 $1,103.72
$.0005 par
value
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TOTAL REGISTRATION FEE $___.00
(1) Estimated in accordance with Rules 457(c) and (h) solely
for the purpose of calculating the registration fee on the
basis of $2.58 per share (the average of the bid and asked
prices of the Registrant's common stock as reported on the
OTC Bulletin Board on March 18, 2010 for the 6,000,000 shares
reserved for issuance under the 2010 Stock Incentive Plan.
(2) Shares to be issued pursuant to the Dynasil Corporation
of America 2010 Stock Incentive Plan.
PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by
reference in this Registration Statement and are deemed to be
a part hereof from the date of filing such documents by
Dynasil Corporation of America (the "Corporation"):
(a) Our Annual Report on Form 10-K for the fiscal year ended
September 30, 2009 filed with the SEC on December 23, 2009
(b) Our proxy statement dated January 6, 2010, filed with the
SEC on January 5, 2010
(c) Our other reports filed under the Exchange Act with the
SEC since December 23, 2009.
(d) Our proxy statement dated January 2, 2008 filed with the
SEC on January 4, 2008.
(e) All documents we subsequently file with the SEC pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a
document, all or a portion of which is incorporated by
reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent
that a statement contained in any subsequently filed document
which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The by-laws of the Company provide that every person who
is or was a director or officer of the Company shall be
indemnified by the Company to the fullest extent permitted by
the Delaware General Corporation Law. Under that statute, the
Company may not indemnify directors or officers for breaches
of the directors' or officers' duty of loyalty to the Company
or its stockholders, acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of
law, the unlawful payments of dividends or unlawful stock
repurchases or redemptions or transactions in which the
director or officer derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description
4.1 Dynasil Corporation of
America 2010 Stock Incentive
Plan*
5.1 Opinion of Gerald Chalphin,
Esq.*
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23.1 Consent of Haefele, Flanagan
& Co., p.c., Independent
Public Accountants*
23.2 Consent of Gerald Chalphin,
Esq. (included in Exhibit
5.1 above).
24.1 Power of Attorney*
*filed herewith
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any propectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the registration
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
Provided, however, that, paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the information required to
be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such posteffective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 2 to its registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Berlin, State of New Jersey
on March __, 2010.
DYNASIL CORPORATION OF AMERICA
By: /s/ Craig T. Dunham
Name: Craig T. Dunham
Title: President and Chief
Executive Officer
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Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement or post-
effective amendment thereto, has been signed below by the
following persons in the capacities and on the date
indicated.
Signature Title Date
/s/ Craig T. President, Chief March __, 2010
Dunham Executive Officer
Craig T. Dunham and Director
March __, 2010
/s/ Richard A. Chief Financial
Johnson* Officer
Richard A. March __, 2010
Johnson
Chairman of the
s/s Peter Sulick* Board of March __, 2010
Peter Sulick Directors
/s/ James March __, 2010
Saltzman* Vice-Chairman of
James Saltzman the Board of
Directors March __, 2010
/s/ Cecil
Ursprung*
Cecil Ursprung Director March __, 2010
s/s Gerald
Entine* President, RMD March __, 2010
Gerald Entine Research and
Director
s/s Michael
Joyner*
Michael Joyner Director
s/s David
Kronfeld* Director
David Kronfeld
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* pursuant to Power of Attorney
EXHIBIT INDEX
Item 8. Exhibits.
Exhibit Number Description
4.1 Dynasil Corporation of
America 2010 Stock Incentive
Plan
5.1 Opinion of Gerald Chalphin,
Esq.
|
23.1 Consent of Haefele, Flanagan
& Co., p.c., Independent
Public Accountants
23.2 Consent of Gerald Chalphin,
Esq. (included in Exhibit
5.1 above).
24.1 Power of Attorney
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