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): December 31, 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 incorporation) File Number) Identification No.)
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
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(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))
Section 8 - Other Events
Item 8.01 Other Events.
On December 31, 2012, the Registrant, Dynasil Corporation of
America ("Dynasil" or the "Company"), issued a press release announcing
that the Company is in default of the financial covenants set forth in
the terms of its outstanding indebtedness with respect to its fiscal
year ended September 30, 2012 ("2012 Fiscal Year"). The Company
continues to be current with all principal and interest payments due on
all its outstanding indebtedness. Management has spent considerable
time and effort addressing these financial covenant defaults, including
discussions with its senior lender, the ongoing evaluation of various
strategic and restructuring alternatives and an analysis of the covenant
failure and its effect on the Company's financial statements for the
2012 Fiscal Year. With respect to the latter, as a result of the recent
underperformance underlying the covenant failure, the Company is
conducting, and has yet to complete goodwill and intangible asset
impairment analyses. The Company expects to record significant non-cash
impairment charges for the fiscal year 2012, though at this time the
Company cannot provide an estimate of such impairment charges. Given the
uncertainty created by the defaults, the Company's independent
registered public accounting firm will include an explanatory paragraph
indicating doubt about the Company's ability to continue as a going
concern, as required by the professional auditing standards.
Additionally, Dynasil plans to file a Notification of Late Filing
on Form 12b-25 with the Securities and Exchange Commission on January 2,
2013 that will allow the Company to extend the deadline to file its
Annual Report on Form 10-K by 15 calendar days. The Company has taken
this step in order to have more time to finalize the preparation of its
financial statements for the fiscal year ended September 30, 2012 and
complete the audit process. With this extension, the Company's Form 10-
K will be deemed timely filed if it is filed not later January 15, 2013.
The Company intends to file the Form 10-K as soon as practicable.
The information set forth in that press release, which is filed as an
exhibit to this Report, is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
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99.1 Dynasil Corporation of America Press Release,
dated December 31, 2012
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: December 31, 2012 By: /s/ Richard Johnson
Name: Richard Johnson
Title: Chief Financial Officer
Exhibit Index
Exhibit
Number Description
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99.1 Dynasil Corporation of America Press Release,
dated December 31, 2012