SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DYNASIL CORPORATION OF AMERICA
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-1734088
(State of Incorporation (IRS Employer
or Organization) Identification No.)
44 Hunt Street, Watertown, MA 02472
(Address of Principal (Zip Code)
Executive Offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
please check the following please check the following
box. x box. __
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Securities Act registration statement file number to which
this form relates: (If Applicable)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of Each Class Name of Each Exchange on
to be so Registered Which
Each Class is to be
Registered
Common Stock, $0.0005 par NASDAQ Global Market
value
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Securities to be registered pursuant to Section 12(g) of the
Act:
None
(Title of Class)
Explanatory Note
This registration statement on Form 8-A is being filed
to change the registration of the common stock, $0.0005 par
value (the "Common Stock"), of Dynasil Corporation of
America, a Delaware corporation (the "Registrant"), from
Section 12(g) under the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), to Section 12(b) under the
Exchange Act in connection with the listing of the Common
Stock on the NASDAQ Global Market ("Nasdaq"). The Common
Stock is currently registered under Section 12(g) of the
Exchange Act and is quoted on the Over the Counter Bulletin
Board ("OTCBB") under the symbol "DYSL.OB". The Registrant
anticipates that the quotation of the Common Stock on OTCBB
will be terminated following the closing of trading on
Thursday 16, 2010 and that the listing of the Common
Stock on Nasdaq will begin at the opening of trading on the
Nasdaq on Friday 17, 2010 under the symbol "DYSL".
Item 1. Description of Registrant's Securities to
be Registered.
The following description of the Registrant's capital
stock and provisions of the Registrant's certificate of
incorporation and bylaws are summaries only, and they are
qualified by reference to the Registrant's certificate of
incorporation and bylaws.
The Registrant's authorized capital stock consists of
40,000,000 shares of common stock, par value $0.0005 per
share, and 15,000,000 shares of preferred stock, par value
$0.001 per share. As of December 13, 2010, 12,738,080 shares
of common stock and 5,256,000 shares of preferred stock were
outstanding.
Common Stock
Holders of the Registrant's common stock are entitled
to one vote for each share held on all matters submitted to
a vote of stockholders and do not have cumulative voting
rights. An election of directors by the stockholders shall
be determined by a plurality of the votes cast by the
stockholders entitled to vote on the election. Holders of
common stock are entitled to receive proportionately any
dividends as may be declared by the Registrant's board of
directors, subject to any preferential dividend rights of
outstanding preferred stock.
In the event of the Registrant's liquidation or
dissolution, the holders of common stock are entitled to
receive proportionately all assets available for
distribution to stockholders after the payment of all debts
and other liabilities and subject to the prior rights of any
outstanding preferred stock. Holders of common stock have
no preemptive, subscription, redemption or conversion
rights. The rights, preferences and privileges of holders
of common stock are subject to and may be adversely affected
by the rights of the holders of shares of any series of
preferred stock that the Registrant may designate and issue
in the future.
Preferred Stock
Under the Registrant's certificate of incorporation,
the Registrant's Board of Directors has the authority,
without further action by stockholders, to designate up to
15,000,000 shares of preferred stock in one or more series
and to fix the designations, preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions granted to or
imposed upon the preferred stock, including dividend rights,
conversion rights, voting rights, rights and terms of
redemption, liquidation preference and sinking fund terms,
any or all of which may be greater than the rights of the
Common Stock.
The issuance of preferred stock could:
. adversely affect the voting power of holders of
Common Stock and reduce the likelihood that common
stockholders will receive dividend payments and
payments upon liquidation;
. have the effect of decreasing the market price
of the Registrant's Common Stock; and
. have the effect of delaying, deterring or
preventing a change in control of the Registrant.
In June 2008 the Registrant designated terms of a new
class of preferred stock titled Series C 10% Cumulative
Convertible Preferred Stock (the "Series C Preferred
Stock"), and thereafter issued 5,256,000 shares of the
Series C Preferred Stock in a private placement. The Series
C Preferred Stock contain priority and cumulative rights,
preferences on dissolution, liquidation and winding up, and
redemption, conversion and anti-dilution rights, as
specified in the Certificate of Designation of Preferred
Stock of Dynasil Corporation of America filed herewith as
Exhibit 3.05. On October 22, 2010 the Registrant determined
to cause the mandatory conversion of all outstanding shares
of the Series C Preferred Stock into shares of its Common
Stock, which information is incorporated herein by reference
to the Registrant's Current Report on Form 8-K filed with
the Securities and Exchange Commission on October 25, 2010.
The conversion will be effected on December 21, 2010 (the
"Conversion Date"). As a result, following the conversion
on the Conversion Date, there will be no shares of preferred
stock outstanding.
Delaware law provides that the holders of preferred
stock will have the right to vote separately as a class on
any proposal involving fundamental changes in the rights of
holders of that preferred stock. This right is in addition
to any voting rights that may be provided for in the
applicable certificate of designation.
Anti-Takeover Provisions of Delaware Law and the
Registrant's Corporate Documents
Delaware Law. The Registrant is governed by the
provisions of Section 203 of the Delaware General
Corporation Law. In general, Section 203 prohibits a
Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period
of three years after the date of the transaction in which
the person became an interested stockholder, unless:
. before the date that the person became an
"interested stockholder," the Board of Directors
approved either the "business combination" or the
transaction which makes the person an "interested
stockholder;"
. upon completion of the transaction that results
in the "interested stockholder" becoming an "interested
stockholder," the "interested stockholder" owned at
least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced; or
. on or subsequent to the date that the person
became an "interested stockholder," the business
combination is approved by the board of directors and
the vote of at least 66 2/3 % of the outstanding voting
stock that is not owned by the "interested
stockholder."
Generally, a "business combination" includes a merger,
asset sale or other transaction resulting in a financial
benefit to the stockholder. An "interested stockholder" is a
person who either owns 15% or more of the Registrant's
outstanding voting stock or, together with affiliates and
associates, owns or, within three prior years, did own, 15%
or more of the Registrant's outstanding voting stock. The
statute could have the effect of delaying, deferring or
preventing a change in the Registrant's control with respect
to transactions the Registrant's board of directors does not
approve in advance.
By-Laws and Certificate of Incorporation Provisions.
The Registrant's by-laws provide that special meetings of
the Registrant's stockholders may be called by the directors
or by any officer instructed by the directors. The
Registrant's certificate of incorporation also specifies
that the board of directors may alter, amend or repeal the
Registrant's by-laws, and it gives the Board of Directors
the power to use preferred stock with any characteristics it
deems fit. Further, the Registrant's certificate of
incorporation does not include a provision for cumulative
voting for directors.
The foregoing provisions could delay or discourage
transactions involving an actual or potential change in
control of the Registrant or the Registrant's management,
including transactions in which stockholders might otherwise
receive a premium for their shares over then current prices.
Such provisions could also limit the ability of stockholders
to remove current management or approve transactions that
stockholders may deem to be in their best interests and
could adversely affect the price of the Registrant's common
stock.
Item 2. Exhibits.
Exhibit
Number Description
3.01 Certificate of Incorporation of the Registrant
(previously filed as Exhibit A to the Registrant's
Definitive Proxy Statement on Schedule 14A for the
2008 Annual Meeting of Shareholders (File No. 0-
27503) filed on January 4, 2008 and incorporated
herein by reference)
3.02 Certificate of Merger of Foreign Corporation into a
Domestic Corporation, dated February 29, 2008 (filed
herewith)
3.03 Certificate of Amendment of Certificate of
Incorporation, dated March 6, 2008 (filed herewith)
3.04 Certificate of Amendment of Certificate of
Incorporation, dated February 26, 2009 (previously
filed as Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q (File No. 0-27503) filed on May
15, 2009 and incorporated herein by reference)
3.05 Certificate of Designation of Preferred Stock of
Dynasil Corporation of America, dated March 27, 2009
(filed herewith)
3.06 By-Laws of the Registrant (previously filed as
Exhibit B to the Registrant's Definitive Proxy
Statement on Schedule 14A for the 2008 Annual Meeting
of Shareholders (File No. 0-27503) filed on January
4, 2008 and incorporated herein by reference)
4.01 See Exhibits 3.01, 3.02, 3.03, 3.04, 3.05 and 3.06
for provisions of the Certificate of Incorporation,
as amended, and By-laws, of the Registrant defining
rights of the holders of Common Stock of the
Registrant
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
DYNASIL CORPORATION OF
AMERICA
Date: December 14, 2010 By /s/ Craig T. Dunham
-------------------------
Craig T. Dunham
President
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Exhibit Index.
Exhibit
Number Description
3.01 Certificate of Incorporation of the Registrant
(previously filed as Exhibit A to the Registrant's
Definitive Proxy Statement on Schedule 14A for the
2008 Annual Meeting of Shareholders (File No. 0-
27503) filed on January 4, 2008 and incorporated
herein by reference)
3.02 Certificate of Merger of Foreign Corporation into a
Domestic Corporation, dated February 29, 2008 (filed
herewith)
3.03 Certificate of Amendment of Certificate of
Incorporation, dated March 6, 2008 (filed herewith)
3.04 Certificate of Amendment of Certificate of
Incorporation, dated February 26, 2009 (previously
filed as Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q (File No. 0-27503) filed on May
15, 2009 and incorporated herein by reference)
3.05 Certificate of Designation of Preferred Stock of
Dynasil Corporation of America, dated March 27, 2009
(filed herewith)
3.06 By-Laws of the Registrant (previously filed as
Exhibit B to the Registrant's Definitive Proxy
Statement on Schedule 14A for the 2008 Annual Meeting
of Shareholders (File No. 0-27503) filed on January
4, 2008 and incorporated herein by reference)
4.01 See Exhibits 3.01, 3.02, 3.03, 3.04, 3.05 and 3.06
for provisions of the Certificate of Incorporation,
as amended, and By-laws, of the Registrant defining
rights of the holders of Common Stock of the
Registrant
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