Dynasil Corp of America – ‘8-K’ for 1/18/08

On:  Tuesday, 1/22/08, at 11:44am ET   ·   For:  1/18/08   ·   Accession #:  1260415-8-7   ·   File #:  0-27503

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Dynasil Corporation of America Form 8-K                4     13K 
 2: EX-2        Asset Purchase Agreement                              17±    66K 
 3: EX-99       Press Release                                          2±     9K 

8-K   —   Dynasil Corporation of America Form 8-K
Document Table of Contents

8-K
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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 Act of 1934                   

Date of Report (Date of earliest event reported) January 18, 2008               
--------------------------            

Dynasil Corporation of America          
------------------------------------------------------------                    

(Exact name of registrant as specified in its                   
charter)                                                                        

New Jersey                               22-1734088                   
------------------------------------          ----------                        
(State or other                               (IRS Employer                     
jurisdiction of incorporation)             Identification No.)                  

385 Cooper Road, West Berlin, New Jersey, 08091         
------------------------------------------------------------                    
(Address of principal executive offices)          

(856)-767-4600          
----------------------------------------------------------                  
(Registrant's telephone number, including area code)                

Not Applicable          
------------------------------------------------------------                    
(Former name or former address, if changed since last report)               

8-K
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ITEM 1.01. ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT                           

In accordance with its previously announced growth                    
strategy, Dynasil Corporation of America ("Dynasil") signed                     
a definitive Asset Purchase Agreement on January 18, 2008                       
and closed the acquisition of the optical filter equipment                      
and customer list of Precision Optics Corporation, Inc. of                      
Gardener, MA ("Precision Optics").  The assets were acquired                    
by Dynasil's subsidiary, Optometrics Corporation                                
("Optometrics"), and the agreement calls for the assets to                      
be relocated to Optometrics' Ayer, MA location within six                       
months.  The assets acquired include equipment, certain                         
inventory, intellectual property, and the customer list.                        
Optometrics has also offered employment to the three people                     
who operated the Precision Optics optical filter business.                      
The customer list is expected to generate approximately                         
$500,000 of annual revenues which are planned for production                    
on the purchased equipment.  The purchase price was $250,000                    
plus a royalty of 25% of revenues exceeding $300,000 from                       
the purchased customer list for a three year period.                            
Precision Optics had no previous formal relationship with                       
Dynasil, its affiliates or directors other than through                         
Optometrics as an independent third party provider of                           
optical coatings.  The agreement also contains customary                        
representations and warranties, covenants and mutual                            
indemnification rights.  Copies of the form of Asset                            
Purchase Agreement and a press release describing the                           
completed transaction are attached as Exhibits 2.1 and 99.1                     
to this Report on Form 8-K.                                                     

The information set forth under Items 2.01 is                         
incorporated by reference thereto.                                              

ITEM 2.01. COMPLETION OF ACQUISITION                                            

On January 18. 2008, Dynasil, through its Optometrics                 
subsidiary, acquired the optical filter equipment and                           
customer list of Precision Optics for $250,000 in cash plus                     
royalties.  The acquired equipment and customer list are                        
similar to existing Optometrics business and Dynasil's plan                     
is to fully integrate it into the existing Optometrics                          
facility and organization.  The cash for the purchase came                      
from available cash and an existing line of credit.  A copy                     
of the press release is attached as Exhibit 99 to this                          
Report on Form 8-K.                                                             

The information set forth under Items 1.01 is                         
incorporated by reference thereto.                                              

8-K
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ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS.                                      

( c ) Exhibits                                                                  

2.1 Form of Asset Purchase Agreement dated January 18,                
2008 between Precision Optics Corporation, Inc. and                             
Optometrics Corporation.                                                        

99.1 Press release, dated January 18, 2008, issued by                 
Dynasil Corporation of America announcing its acquisition of                    
certain assets of Precision Optics Corporation, Inc.                            

EXHIBIT INDEX                                                                   

Exhibit 2.1                                                                     
Exhibit 99.1                                                                    

8-K
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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: January 22, 2008             By:  /s/ Craig Dunham                        
--------------------              -----------------                 
            Craig Dunham
                   President and Chief
                 Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		1/22/08		4					None on these Dates
For Period End:		1/18/08		1		3
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