DYSL Dynasil Corp of America (CE)

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
SEPTEMBER 29, 2010

REGISTRATION NO. 333-

 Delaware 22-1734088
 (State or other (I.R.S. Employer
 jurisdiction of Identification No.)
incorporation or
 organization)

44 Hunt Street, Watertown, Massachusetts 02472
Address of Principal Executive Offices) (Zip Code)

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 (Do not check if a
smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Amount to Proposed Proposed Amount of
securities to be be maximum maximum registration
registered registered offering aggregate fee
 (1)(2) price per offering
 share (3) price (3)

Common Stock, 55,739 $4.58 $255,284.62 $19.00
$0.0005 par value shares
per share

(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement covers such indeterminate number of additional shares of Common Stock to be offered or issued to prevent dilution as a result of future stock splits, stock dividends or other similar transactions.

(2) We previously registered 394,261 shares issuable under our Employee Stock Purchase Plan (Registration No. 333-46068) (the "Original Plan"). On September 28, 2010, our Board of Directors adopted an amendment and restatement of the Original Plan. This Registration Statement registers an additional 55,739 shares issuable under our Amended and Restated Employee Stock Purchase Plan.

(3) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) of the Securities Act. The offering price per share and aggregate offering price are based upon the average of the bid and asked price of our Common Stock as reported on the OTC Bulletin Board on September 28, 2010.

STATEMENT REGARDING INCORPORATION BY REFERENCE
FROM EFFECTIVE REGISTRATION STATEMENT

This Registration Statement registers additional securities of the same class as other securities for which a Registration Statement filed on Form S-8 relating to our Employee Stock Purchase Plan (the "Original Plan") is already effective. Pursuant to Instruction E to Form S-8, we incorporate by reference into this Registration Statement the contents of the Registration Statement on Form S-8 (Registration No. 333-46068) filed with the Securities and Exchange Commission ("SEC") on September 19, 2000 and Post- Effective Amendment No. 1 to Registration Statement on Form S-
8 (Registration No. 333-46068) filed with the SEC on August 21, 2008 relating to the registration of an aggregate of 394,261 shares of our Common Stock, $0.0005 par value per share, authorized for issuance under the Original Plan. On September 28, 2010, our Board of Directors adopted an amendment and restatement of the Original Plan. This Registration Statement registers an additional 55,739 shares of our Common Stock authorized for issuance under our Amended and Restated Employee Stock Purchase Plan (the "Plan"). The Plan will be submitted to our shareholders for their approval at our Annual Meeting of Shareholders to be held in 2011.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

See Exhibit Index immediately following the signature page hereto.

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Watertown, Commonwealth of Massachusetts, on September 29, 2010.

DYNASIL CORPORATION OF
AMERICA

By: /s/ Craig T. Dunham
 Craig T. Dunham
 President and Chief
 Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Dynasil Corporation of America, hereby severally constitute and appoint Craig T. Dunham and Richard A. Johnson, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including any post-effective amendments thereto), and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Dynasil Corporation of America to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature Title Date


/s/ Craig T. Dunham Director, President and September 29,
Craig T. Dunham Chief Executive Officer 2010
 (Principal Executive
 Officer)

/s/ Richard A. Johnson Chief Financial Officer September 29,
Richard A. Johnson (Principal Financial and 2010
 Accounting Officer)

/s/ Peter Sulick Chairman of the Board of September 29,
Peter Sulick Directors 2010

/s/ James Saltzman Vice Chairman of the September 29,
James Saltzman Board of Directors 2010

/s/ Cecil Ursprung Director September 29,
Cecil Ursprung 2010

/s/ Gerald Entine Director September 29,
Gerald Entine 2010

/s/ Michael Joyner Director September 29,
Michael Joyner 2010

EXHIBIT INDEX

Exhibit Exhibit
Number


 4.1 Articles of Incorporation of the Company (previously
 filed as Exhibit A to the Company'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).

 4.2 By-laws of the Company (previously filed as Exhibit B
 to the Company'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).

 5.1 Opinion of Edwards Angell Palmer & Dodge LLP as to the
 legality of the securities registered hereunder (filed
 herewith).

 23.1 Consent of Haefele, Flanagan & Co., p.c., an
 independent registered public accounting firm
 (filed herewith).

 23.2 Consent of Edwards Angell Palmer & Dodge LLP (included
 in its opinion filed as Exhibit 5.1).

 24.1 Power of Attorney (included in the signature page
 hereto).

Dynasil Corp of America (CE) (USOTC:DYSL)
Historical Stock Chart
From Jan 2025 to Feb 2025

Dynasil Corp of America (CE) (USOTC:DYSL)
Historical Stock Chart
From Feb 2024 to Feb 2025