Post-effective Amendment to an S-8 Filing (s-8 Pos)
30 August 2019 - 2:28AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on August 29, 2019
Registration No. 333-169623
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DYNASIL CORPORATION OF AMERICA
(Exact Name of Registrant as Specified
in Its Charter)
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Delaware
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22-1734088
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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313 Washington Street, Suite 403, Newton, MA
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02458
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(Address of Principal Executive Offices)
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(Zip Code)
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Amended and Restated Employee Stock Purchase
Plan
(Full Title of the Plan)
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.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
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¨
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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. 1 (“Post-Effective Amendment”) to the Registration Statement on Form S-8 (Registration
No. 333-169623), filed on September 29, 2010, which registered an aggregate of 55,739 shares of common stock issuable to participants
in the Registrant’s Amended and Restated 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.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, 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. 1 to its Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts on August 29, 2019.
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DYNASIL CORPORATION OF AMERICA
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By:
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/s/ Peter Sulick
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Peter Sulick
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Peter Sulick
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Chairman of the Board of Directors,
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August 29, 2019
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Peter Sulick
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President, Chief Executive Officer (Principal Executive Officer)
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/s/ Robert Bowdring
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Chief Financial Officer (Principal
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August 29, 2019
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Robert Bowdring
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Financial and Accounting Officer)
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/s/ Craig Dunham
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Director
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August 29, 2019
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Craig Dunham
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/s/ William K. Hagan
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Director
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August 29, 2019
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William K. Hagan
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/s/ David Kronfeld
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Director
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August 29, 2019
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David Kronfeld
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/s/ Thomas Leonard
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Director
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August 29, 2019
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Thomas Leonard
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/s/ Alan Levine
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Director
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August 29, 2019
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Alan Levine
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