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
Delaware 000-27503 22-1734088 ----------- --------------- ------------- (State or other Commission (IRS Employer jurisdiction of incorporation) File Number) Identification No.) |
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))
Item 1.01 Entry into a Material Definitive Agreement.
On December 6, 2012, Dynasil Corporation of America ("Dynasil" or the "Company"), through its wholly-owned subsidiaries, RMD Instruments Corp. ("RMD Instruments") and Radiation Monitoring Devices, Inc. ("Radiation Monitoring Devices") (RMD Instruments and Radiation Monitoring Devices are collectively referred to as "Lessee"), entered into an Omnibus Amendment to Leases (the "Amendment") to two previously disclosed Standard Form Commercial Leases, dated June 30, 2008 (the "Original Leases"), with Charles River Realty, d/b/a Bachrach, Inc. ("Lessor"), an entity affiliated with Dr. Gerald Entine. Dr. Entine is the former President of Radiation Monitoring Devices, a former member of the Board of Directors of the Company and the beneficial owner of approximately 23.2% of the Company's common stock.
The Original Leases were scheduled to expire in June 2012. The Amendment modifies the term of the Original Leases to become month-to-month tenancies and will continue until terminated by either the Lessor or the Lessee. Such month-to-month tenancies may be terminated by Lessor upon not less than three years' prior written notice to Lessee and may be terminated by Lessee upon not less than six months' prior written notice to Lessor. Additionally, the Amendment confirms the prior increase of the square footage leased by Radiation Monitoring Devices from 30,100 to 33,000 square feet. As per the Amendment, the monthly base rent applicable to RMD Instruments is set at the current rate of $14,938 and the monthly base rent applicable to Radiation Monitoring Devices is set at the current rate of $58,935, with both amounts subject to the annual 4% increase specified in the Original Leases. The date of the annual increase remains July 1.
The foregoing description of the Amendment is a summary and is qualified by reference to the actual Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description ---------- ------------------------------------------------------ 10.1 Omnibus Amendment to Leases, dated December 6, 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 12, 2012 By: /s/ Richard Johnson
Name: Richard Johnson
Title: Chief Financial Officer
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Exhibit Index
Exhibit
Number Description
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10.1 Omnibus Amendment to Leases, dated December 6, 2012
by and between Charles River Realty d/b/a Bachrach, Inc.,
RMD Instruments, Corp. and Radiation Monitoring Devices, Inc.
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OMNIBUS AMENDMENT TO LEASES
THIS OMNIBUS AMENDMENT TO LEASES (this "Amendment") is made as of the 6th day of December, 2012 by and among CHARLES RIVER REALTY d/b/a Bachrach, Inc. ("Lessor"), RMD INSTRUMENTS, CORP. ("RMD Instruments"), and RADIATION MONITORING DEVICES, INC. ("Radiation Monitoring Devices") (RMD Instruments and Radiation Monitoring Devices are collectively referred to as, "Lessee").
W I T N E S S E T H:
WHEREAS, Lessor and RMD Instruments entered into that certain Standard Form Commercial Lease dated as of June 30, 2008 with respect to approximately 7,700 square feet in the building located at 44 Hunt Street, Watertown, Massachusetts (the "RMD Instruments Lease");
WHEREAS, Lessor and Radiation Monitoring Devices entered into that certain Standard Form Commercial Lease dated as of June 30, 2008 with respect to approximately 33,000 square feet (increased from 30,100) in the building located at 44 Hunt Street, Watertown, Massachusetts (the "Radiation Monitoring Devices Lease") (the RMD Instruments Lease and the Radiation Monitoring Devices Lease are collectively referred to as, the "Leases"); and
WHEREAS, the parties desire to, inter alia, amend the duration of the remaining term of the respective Leases, and to otherwise modify the Leases as provided herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby covenant and agree as follows:
A. Definitions. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Leases.
B. Existing Terms. All terms of the Leases will remain unchanged except for those provisions being amended as provided herein.
C. Term. Notwithstanding anything to the contrary contained in
Section 3 of the respective Leases, the term of the Leases (being co-
terminus and currently expiring on June 30, 2013) shall, as of the date
hereof, become month-to-month tenancies and continue until terminated by
either of Lessor of Lessee as provided herein. Such month-to-month
tenancies (i) may be terminated by Lessor upon not less than three (3)
years' prior written notice to Lessee, and (ii) may be terminated by Lessee
upon not less than six (6) months' prior written notice to Lessor. Any such
notice of termination by either of Lessor or Lessee shall apply jointly to
each of the RMD Instruments Lease and the Radiation Monitoring Services
Lease. The effective date of any such termination shall occur on the last
calendar day of a month as specified in the notice. All base rent and
additional rent payable by Lessee under the Leases shall be pro-rated as of
the effective date of termination.
D. Base Rent. Notwithstanding anything to the contrary contained in Section 4 of the respective Leases, Lessor and Lessee acknowledge and agree that with respect to the current lease year commencing July 1, 2012 through June 30, 2013, (i) the monthly base rent applicable to the RMD Instruments Lease is the amount of $14,938.00, and (ii) the monthly base rent applicable to the Radiation Monitoring Devices Lease is the amount of $58,395.00. Pursuant to Section 4 of the respective Leases, such base rent shall be increased by 4% as of July 1, 2013 (and on July 1 of each calendar year thereafter during the term of the Leases).
E. Additional Rent. Lessor and Lessee acknowledge and agree that
(i) all references in the RMD Instruments Lease to RMD Instrument's pro-rata
share being 19.2% shall instead mean 20.0%, and (ii) all references in the
Radiation Monitoring Devices Lease to Radiation Monitoring Devices' pro-rata
share being 75.3% shall instead mean 80.0%.
F. Option to Extend. Section 24 of the respective Leases entitled "Option to Extend Lease" shall be deleted in its entirety and of no further force and effect.
G. Governing Law. The terms of this Amendment and any disputes arising hereunder shall be governed by the laws of the Commonwealth of Massachusetts.
H. Ratification. Except as amended hereby, the Leases remain in full force and effect and are hereby ratified and confirmed.
I. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one in the same instrument.
[Signatures on Next Page]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
CHARLES RIVER REALTY
By:/s/ Gerald Entine Name: Gerald Entine Title: Manager |
RMD INSTRUMENTS, CORP.
By: /s/ Peter Sulick Name: Peter Sulick Dynasil Corporation Title: Chairman and CEO |
RADIATION MONITORING DEVICES, INC.
By: /s/ Peter Sulick Name: Peter Sulick Dynasil Corporation Title: Chairman and CEO |