_______________________________________
DYNASIL CORPORATION OF AMERICA
385 Cooper Road
West Berlin, New Jersey 08091-9145
(856) 767-4600
_______________________________________
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AT 11:00 AM,
ON JANUARY 30, 2001
To the Stockholders of Dynasil Corporation of America:
The 2001 annual meeting of stockholders of Dynasil Corporation of
America (the "Company"), a New Jersey corporation, will be held
at the corporate headquarters of the Company located at 385
Cooper Road, West Berlin, NJ, 08091 on January 30, 2001 beginning
at 11:00 A.M. local time. At the meeting, stockholders will act
upon the following matters:
(1) Election of six (6) Directors, each for a term of one year;
(2) Approval of an amendment to the 1999 Stock Incentive Plan as
amended July 25, 2000 (the "Plan") to increase in the total
number of shares of Company common stock that may be issued under
the Plan from 450,000 to 900,000
(3) Ratification of appointment of Haefele, Flanagan & Co., p.c.,
as the Company's independent accountants for fiscal 2001; and
(4) Any other matters that properly come before the meeting.
Stockholders of record at the close of business on November 30,
2000 are entitled to vote at the meeting or any postponement or
adjournment.
The accompanying form of proxy is solicited by the board of
directors of the Company
Stockholders (Whether they own one or many shares and whether
they expect to attend the annual meeting or not) are requested to
vote, sign, date and return promptly the accompanying proxy in
the enclosed self addressed stamped envelope. A proxy may be
revoked at any time prior to its exercise (a) by notifying the
secretary of the Company in writing, (b) by delivering a duly
executed proxy bearing a later date, or by attending the annual
meeting and voting in person.
By order of the Board of
Directors:
______________________________
Charles J. Searock Jr.,
Corporate Secretary
December 29, 2000
West Berlin, New Jersey
DYNASIL CORPORATION OF AMERICA
385 Cooper Road
West Berlin, New Jersey 08091-9145
(856) 767-4600
______________________________
PROXY STATEMENT
______________________________
This Proxy Statement contains information related to the annual
meeting of stockholders of Dynasil Corporation of America (the
"Company"), to be held on Tuesday, January 30, 2001 at 11:00
A.M., local time, at the corporate headquarters of the Company,
385 Cooper Road, West Berlin, New Jersey, and at any adjournment
or adjournments thereof.
ABOUT THE MEETING
What is the purpose of the annual meeting?
At the Company's annual meeting, stockholders will act upon
the matters outlined in the accompanying notice of meeting,
including the election of directors, an increase in the shares
authorized for issuance under the 1999 Stock Incentive Plan from
450,000 shares to 900,000 shares, and ratification of the
Company's independent auditors. In addition, the Company's
management will report on the performance of the Company during
fiscal 2000 and respond to questions from stockholders.
Who is entitled to vote?
Only stockholders of record at the close of business on the
record date, November 30, 2000 are entitled to receive notice of
the annual meeting and to vote the shares of common stock that
they held on that date at the meeting, or any postponement or
adjournment of the meeting. Each outstanding share entitles its
holder to cast one vote on each matter to be voted upon.
Who can attend the meeting?
All stockholders as of the record date, or their duly
appointed proxies, may attend the meeting.
Please note that if you hold your shares in "street name"
(that is, through a broker or other nominee), you will need to
bring a copy of a brokerage statement reflecting your stock
ownership as of the record date and check in at the registration
desk at the meeting.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the
holders of a majority of the shares of common stock outstanding
on the record date will constitute a quorum, permitting the
meeting to conduct its business. As of the record date, 2,356,766
shares of common stock of the Company were outstanding. Proxies
received but marked as abstentions and broker non-votes will be
included in the calculation of the number of shares considered to
be present at the meeting.
How do I vote?
If you complete and properly sign the accompanying proxy
card and return it to the Company, it will be voted as you
direct. If you are a registered stockholder and attend the
meeting, you may deliver your completed proxy card in person.
"Street name" stockholders who wish to vote at the meeting will
need to obtain a proxy form from the institution that holds their
shares.
Can I change my vote after I return my proxy card?
Yes. Even after you have submitted your proxy, you may
change your vote at any time before the proxy is exercised by
filing with the Secretary of the Company either a notice of
revocation or a duly executed proxy bearing a later date. The
powers of the proxy holders will be suspended if you attend the
meeting in person and so request, although attendance at the
meeting will not by itself revoke a previously granted proxy.
What are the board's recommendations?
Unless you give other instructions on your proxy card, the
persons named as proxy holders on the proxy card will vote in
accordance with the recommendations of the Board of Directors.
The Board's recommendation is set forth together with the
description of each item in this proxy statement. In summary, the
Board recommends a vote:
. for election of the nominated slate of directors (see page
14); and
. for the approval of an additional 450,000 shares to be added
to the 1999 Stock Incentive Plan as amended July 25, 2000 (see
page 9); and
. for ratification of the appointment of Haefele Flanagan &
Co., p.c., as the Company's independent auditors (see page 9).
With respect to any other matter that properly comes before
the meeting, the proxy holders will vote as recommended by the
Board of Directors or, if no recommendation is given, in their
own discretion.
What vote is required to approve each item?
Election of directors. The affirmative vote of a plurality
of the votes cast at the meeting is required for the election of
directors. A properly executed proxy marked "WITHHOLD AUTHORITY"
with respect to the election of one or more directors will not be
voted with respect to the director or directors indicated,
although it will be counted for purposes of determining whether
there is a quorum.
Other items. For each other item, the affirmative vote of
the holders of a majority of the shares represented in person or
by proxy and entitled to vote on the item will be required for
approval. A properly executed proxy marked "ABSTAIN" with respect
to any such matter will not be voted, although it will be counted
for purposes of determining whether there is a quorum.
Accordingly, an abstention will have the effect of a negative
vote.
If you hold your shares in "street name" through a broker or
other nominee, your broker or nominee may not be permitted to
exercise voting discretion with respect to some of the matters to
be acted upon. Thus, if you do not give your broker or nominee
specific instructions, your shares may not be voted on those
matters and will not be counted in determining the number of
shares necessary for approval. Shares represented by such "broker
non-votes" will, however, be counted in determining whether there
is a quorum.
STOCK OWNERSHIP
Who are the largest owners of the company's stock?
James Saltzman, Chairman of the Board of Directors of the
Company, owns or controls 27.26% of the outstanding shares of
common stock of the Company; and Robert Lear, a director of the
Company, owns or controls 7.45% of the outstanding shares of
common stock of the Company. See the table below.
How much stock do the company's directors and executive officers
own?
The following table sets forth the beneficial ownership of
the Common Stock of the Company as of November 30, 2000 by each
person who was known by the Company to beneficially own more
than 5% of the common stock, by each director and executive
officer who owns shares of common stock and by all directors and
executive officers as a group:
Title Name and Address No. of Shares and Percent
of of Beneficial Owner nature of of
Class Beneficial Class
Ownership(1)
Common James Saltzman (2) 646,985 27.26%
Common Gen. Charles J. Searock, 83,499 3.53%
Jr.(USAF Ret)(3)
Common Jan Melles (4) 56,500 2.52%
Common Nathan Schwartz (5) 51,394 2.15%
Common Dr. Peter P. Bihuniak (6) 19,000 0.80%
Common Robert Lear (7) 176,236 7.45%
Common John Kane (8) 15,425 0.65%
Common Bruce Leonetti 10,300 0.44%
All Officers and Directors as a 1,062,339 43.21%
Group
__________
(1) The numbers and percentages shown include shares of common
stock issuable to the identified person pursuant to stock options
that may be exercised within 60 days. In calculating the
percentage of ownership, such shares are deemed to be outstanding
for the purpose of computing the percentage of shares of common
stock owned by such person, but are not deemed to be outstanding
for the purpose of computing the percentage of share of common
stock owned by any other stockholders. The number of shares
outstanding on November 30, 2000 was 2,356,766.
(2) Includes options to purchase 7,500 shares of the Company's
common stock at $1.00 per share, options to purchase 3,000 shares
of the Company's common stock at $3.52 per share, options to
purchase 3,000 shares of the Company's common stock at $1.17 per
share and options to purchase 3,000 shares of the Company's
common stock at $.56 per share; also includes 609,615 shares
owned by Saltzman Partners.
(3) Includes options to purchase 3,000 shares of the Company's
common stock at $1.17 per share and options to purchase 3,000
shares of the Company's common stock at $.56 per share.
(4) Includes options to purchase 3,000 shares of the Company's
common stock at $3.52 per share, options to purchase 3,000 shares
of the Company's common stock at $1.17 per share and options to
purchase 3,000 shares of the Company's common stock at $.56 per
share.
(5) Includes options to purchase 20,000 shares of the Company's
common stock at $1.50 per share, options to purchase 5,000 shares
of the Company's common stock at $1.50 per share, options to
purchase 3,000 shares of the Company's common stock at $4.25 per
share, options to purchase 3,000 shares of the Company's common
stock at $3.52 per share, options to purchase 3,000 shares of the
Company's common stock at $1.17 per share and options to purchase
3,000 shares of the Company's common stock at $.56 per share.
(6) Includes options to purchase 10,000 shares of the Company's
common stock at $3.00 per share, options to purchase 3,000
shares of the Company's common stock at $3.52 per share, options
to purchase 3,000 shares of the Company's common stock at $1.17
per share and options to purchase 3,000 shares of the Company's
common stock at $.56 per share.
(7) Includes options to purchase 3,000 shares of the Company's
common stock at $3.52 per share, options to purchase 3,000 shares
of the Company's common stock at $1.17 per share and options to
purchase 3,000 shares of the Company's common stock at $.56 per
share; also includes 167,236 shares owned by Penn Independent
Corporation, for which Mr. Lear disclaims beneficial ownership.
(8) Includes options to purchase 5,500 shares of the Company's
common stock at $2.65 per share.
ITEM 1
ELECTION OF DIRECTORS
Six (6) directors will be elected to hold office subject to the
provisions of the Company's by-laws until the next Annual Meeting
of Shareholders, and until their respective successors are duly
elected and qualified. The vote of a majority of the votes
entitled to be cast by shareholders present in person or by
proxy, is required to elect members of the Board of Directors.
The following table sets forth the name, age, position with the
Company and respective director service dates of each person who
has been nominated to be a director of the Company:
Positions(s)
Name Age With the Company Director Since
----- --- ----------------- --------------
Mr. James Saltzman 56 Chairman of the Board 1998
Gen. Charles J. Searock, Jr. 64 CEO, Director,Secretary 1996
Mr. Jan Melles 60 Director 1996
Mr. Nathan Schwartz 39 Director 1996
Dr. Peter P. Bihuniak 51 Director 1997
Mr. Robert Lear 55 Director 1998
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES
LISTED HEREIN.
Business Experience of the Directors
James Saltzman, Chairman, 56, has been a member of the Board
since February 1998. Saltzman Partners, L.P., an investment firm
of which Mr. Saltzman is a limited partner and a special general
partner and from 1982 until July 2000 was managing general
partner, owns 609,615 shares of Dynasil common stock. From
January 1997 to June 2000, Mr. Saltzman served as Vice Chairman
of the Board and a director of Madison Monroe, Inc., a private
company engaged in investments. He served as a director of
Xyvision, Inc., a publicly held company that develops, markets,
integrates and supports content management and publishing
software, since 1992, and was Chairman of the Board of such
company from February 1994 to February 1995. In the matter of
Securities and Exchange Commission v. James S. Saltzman, Civil
Action No. 00-CV-2468 in the United States District Court for the
Eastern District of Pennsylvania, the Court entered Order of
Preliminary Injunction, pending final determination of the action
on the merits, to which Mr. Saltzman consented without admitting
or denying the allegations of the complaint, and without waiver
of any rights or defenses or the ability to challenge any request
for relief. The preliminary injunction arises out of the SEC's
complaint which alleges improprieties by Mr. Saltzman with
respect to approximately $1.78 million of partnership funds
loaned to Mr. Saltzman from Saltzman Partners, L.P., during the
period when Mr. Saltzman was managing general partner of Saltzman
Partners, L.P. The preliminary injunction, in part, enjoins Mr.
Saltzman from violations of the anti-fraud provisions of the
Securities Act of 1933, the Securities Exchange Act of 1934, and
the Investment Advisor's Act.
Lt. General Charles J. Searock, Jr. (USAF Ret), 64, has been
a director of the Corporation since February 1996, was President
of the Corporation from 1996 to December 1, 2000, and currently
serves as CEO and Secretary. General Searock retired from the
United States Air Force in 1993 after 37 years of active duty,
having received numerous military decorations. From 1993 to 1996,
prior to joining Dynasil, he was executive Vice President of Aero
Development Corporation. General Searock earned a BA in General
Education from the University of Nebraska in 1962, and a Masters
degree in Management from Central Michigan University in 1975.
John Kane, 49, President, Treasurer and Chief Financial
Officer, has been with Dynasil Corporation since January 1997.
Prior to joining the Company he spent three years as an
independent financial consultant, primarily engaged in the design
and implementation of accounting systems. He was the Chief
Financial Officer of Delaware River Stevedores, Inc. from 1985 to
1993. Mr. Kane earned a B.B.A in accounting from Temple
University in 1975, and is a certified public accountant.
Jan Melles, 60, has been a member of the Board of Directors
of the Company since February 1996. Since 1991, Mr. Melles has
been President and sole shareholder of Photonics Investments, bv,
which is engaged in investments in, and mergers and acquisitions
of, photonics companies. From 1988 to 1992, he served as Chief
Executive Officer of Melles Griot, Inc., a division of J. Bibby &
Sons, PLC. Mr. Melles co?founded Melles Griot, Inc. in 1969 and
sold it to J. Bibby & Sons, PLC in 1988. Mr. Melles also serves
as a director of Gooch and Housego, PLC, a publicly held company.
Mr. Melles received a B.S. in electrical engineering from the
Higher Maritime College in Amsterdam, The Netherlands, in 1961.
Nathan Schwartz, 39, has been a member of the Board since
February 1996. He is an attorney and financial advisor, providing
legal and financial advice to numerous financial service clients
since 1992. Mr. Schwartz earned a B.A. in History from Kenyon
College in 1982, an M.B.A. in Public/Private Management from
Columbia University in 1986, and a J.D. from the University of
Pittsburgh in 1989.
Dr. Peter P. Bihuniak, 51, has been a member of the Board
since February 1997. He has held his current position of Vice
President of Technology for BPSolar since 1998. From 1995 to
1997, he served as Director of Research and Development of
Pilkington, Libbey-Owens-Ford in Toledo, Ohio, directing
invention and development efforts for high performance flat
glass. From 1988 to 1995, Dr. Bihuniak served in various
positions with PPG Industries, Inc., one of the major producers
of flat and fabricated flat glass products, serving most recently
as General Manager, Flat Glass Specialty Products Division. Prior
to that, he was with General Electric, Lighting Products where he
was responsible for Materials Technology. He began his career
with Corning where he held a number of technical and technology
management positions in various specialty materials, including
synthetic silicas and optical wave-guides. He received his B.S,
Summa cum Laude from Rutgers University, his M.S. from the
University of California at Berkeley and his PhD from Alfred
University.
Robert Lear, 55, has been a member of the Board since
February 1998. He is President and CEO of Penn Independent
Corporation, an Insurance Holding Company. He has held that
position since September 1996 and previously served as Executive
Vice President-Finance and Chief Financial Officer of that
company for more than seven years. He was Vice President-Finance
and Chief Financial Officer of Penn-America Group, Inc. from its
formation in July 1993 until March 1995, and still serves Penn-
America Group, Inc. as a director. Prior to joining Penn
Independent, Mr. Lear had over 15 years of public accounting
experience, specializing in the insurance industry. Mr. Lear is a
certified public accountant.
Bruce Leonetti, 46, Vice President - Sales and Marketing has
been with Dynasil Corporation since January 1999. He was
previously with the Company for 14 years prior to 1993 when he
left for a position as a development officer with the University
of Pennsylvania.
The Board held four regularly scheduled meetings in fiscal 2000.
All current directors attended at least 75% of the Board and
committee meetings held during fiscal year 2000 with the
exception of Nathan Schwartz, who attended two Board meetings and
all regularly scheduled compensation committee meetings
How are directors compensated?
Directors Compensation. Effective January 2001 the members
of the Board will receive the following cash compensation for
serving on the Board: Chairman of the Board, $2,500 per month,
all other non-employee directors, $1,000 per month. This is in
addition to all reasonable expenses incurred in attending
meetings.
What committees has the Board established?
Compensation Committee. The Compensation Committee is
responsible for negotiating and approving salaries and employment
agreements with officers of the Company. The committee consists
of Messrs. Saltzman, Lear, Bihuniak and Schwartz.
Nominating Committee. The Nominating Committee is
responsible to nominate, for election at the annual shareholders
meeting, a slate of board members. The committee consists of
Messrs. Saltzman, Bihuniak, Lear and Schwartz.
Audit Committee. The Audit Committee consists of Messrs.
Melles and Lear. The Audit Committee is responsible for
reviewing reports of the Company's financial results, audits,
internal controls, and adherence to its Business Conduct
Guidelines in compliance with federal procurement laws and
regulations. The committee recommends to the Board of Directors
the selection of the Company's outside auditors and reviews their
procedures for ensuring their independence with respect to the
services performed for the Company.
The Audit Committee is composed of outside directors who are
not officers or employees of Dynasil. In the opinion of the
Board, these directors are independent of management and free of
any relationship that would interfere with their exercise of
independent judgment as members of this committee.
EXECUTIVE COMPENSATION
The following table sets forth all information concerning total
compensation earned or paid to the officers of the Company who
served in such capacities as of September 30, 2000 for services
rendered to the Company during each of the last three fiscal
years.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Other Securities Long-
Name and Annual Restricted Underlying Term All other
Principle Compen- Stock Options Incentive compen-
Position Year Salary ($) Bonus ($) sation ($) Awards ($) ($) Plans ($) sation ($)
--------- ---- ---------- --------- ---------- ----------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles J. * 2000 147,116
Searock, 1999 122,703
President, 1998 124,797
CEO
John * 2000 100,327
Kane, 1999 83,339 2,625
Secretary, 1998 88,289 1,118 6,000
Treasurer,
CFO
Bruce 2000 90,712
Leonetti, 1999 65,042
VP
</TABLE>
_________
*Effective December 1, 2000, Charles J. Searock relinquished the
position of President, and John Kane assumed such position.
Employment Agreements
The three-year employment agreement with Gen. Charles J.
Searock, Jr. (Ret.), Chief Executive Officer and Secretary, which
commenced on December 1, 1996 was renewed for an additional one-
year term on December 1, 1999, and extended until July 31, 2001.
Under the employment agreement, as amended pursuant to the
extension, Gen. Searock has agreed to work for us full time as
CEO, and receives an annual base salary of $125,000. Gen.
Searock's agreement also provides for an annual bonus at the
discretion of our Board of Directors. The agreement also provides
for a 401(k) pension plan, health insurance benefits and contains
three-year non-competition provisions that prohibit him from
competing with us. John Kane will assume the position of CEO on
August 1, 2001, and it is anticipated that Gen. Searock will
retire at the end of the current term.
The current employment agreement with John Kane, President,
Chief Financial Officer and Treasurer, commenced on December 1,
2000 and will continue for a three-year period, after which the
agreement will automatically renew for one-year terms, unless
terminated by either party upon ninety days written notice prior
to the end of any term, or for cause. Under the employment
agreement, Mr. Kane has agreed to work for us full time, and
receives an annual base salary of $110,000. Mr. Kane's agreement
also provides for performance bonuses, and an additional annual
bonus at the discretion of our Board of Directors. The agreement
also provides for a 401(k) pension plan, health insurance
benefits and contains eighteen-month non-competition provisions
that prohibit him from competing with us. Mr. Kane has also
agreed to assume the position of CEO on August 1, 2001, at no
additional consideration.
We have also entered into an employment agreement with Bruce
Leonetti, Vice President of Marketing and Sales, which commenced
on January 1, 1999 and will continue for a three-year period,
unless terminated for cause. Under the employment agreement, Mr.
Leonetti has agreed to work for us full time, and receives an
annual base salary of $89,000, with commissions based on the
gross dollar amount of product shipped. Mr. Leonetti's agreement
also provides for an annual bonus at the discretion of our Board
of Directors. The agreement also provides for a 401(k) pension
plan, health insurance benefits and contains twenty-four month
non-competition provisions that prohibit him from competing with
us. In addition, the agreement provides that if Mr. Leonetti is
terminated without cause, he will receive a severance
consideration of three months' salary.
Option Grants in Last Fiscal Year
The following table sets forth information concerning options
granted to the executives named in the Summary Compensation Table
above during the year ended September 30, 2000.
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
------------------ --------------------
Number of % of Total Value at Assumed
Securities Options Exercise Annual Rates of Stock
Underlying Granted to or Base Price Appreciation
Options Employees in Price Expiration for Option Term
Name Granted (#) Fiscal Year ($/Sh) Date 5% 10%
----- ------------ ------------- --------- ----------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Charles J.
Searock 3,000 100% $0.56 1/26/2005 $ 0 $0
</TABLE>
Aggregated Option Exercises in Last Fiscal Year and Year End
Option Values
The following table sets forth information concerning option
exercises during the last fiscal year and outstanding options
held as of September 30, 2000 by the executive named in the
Summary Compensation Table above.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying In-the-Money
Unexercised Options at Options at
Fiscal Year End (#) Fiscal Year end ($)
Shares ---------------------- --------------------
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
----- ------------ ------------ -------------- -------------
<S> <C> <C> <C> <C>
Charles J.
Searock ----- ----- 6,000 / 0 $0 / $0
John Kane ----- ----- 5,500 / 0 $0 / $0
</TABLE>
ITEM 2
APPROVAL OF ADDITIONAL OPTIONS TO PLAN
The Company seeks shareholder approval of an amendment to the
1999 Stock Option Plan (the "Plan Amendment"). The Plan Amendment
consists of a changes to the Stock Option Plan, which change was
recommended by the Board of Directors in November 2000, to
increase the total number of shares of Company Common Stock that
may be issued under the Plan from 450,000 to 900,000. As of
September 30, 2000, a no shares of Company Common Stock have been
issued pursuant to the exercise of stock options awarded under
the Plan. In addition, as of September 30, 2000, a total of
126,977 stock options were outstanding.
The Board of Directors recommends that shareholders vote "FOR"
the approval of the Plan Amendment.
ITEM 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTS
The Company has appointed Haefele, Flanagan & Company. as the
Company's independent accountants for the fiscal year ending
September 30, 2001. Services provided to the Company by Haefele,
Flanagan & Company in fiscal year 2000 included the examination
of the Company's consolidated financial statements, preparation
of federal and state income taxes, and services related to
filings with the Securities and Exchanges Commission.
Representatives of Haefele, Flanagan & Co. will be present at the
annual meeting to respond to appropriate questions and to make
such statements as they may desire.
The Board of Directors Recommends a Vote "For" Ratification of
The Appointment of Haefele, Flanagan & Company as The Company's
Independent Accountants For Fiscal Year 2001
OTHER MATTERS
As of the date of this proxy statement, the Company knows of no
business that will be presented for consideration at the annual
meeting other than the items referred to above. In the event that
any other matter is properly brought before the meeting for
action by the stockholders, proxies in the enclosed form returned
to the Company will be voted in accordance with the
recommendation of the Board of Directors or, in the absence of
such a recommendation, in accordance with the judgment of the
proxy holder.
ADDITIONAL INFORMATION
Stockholder Proposals for the 2002 Annual Meeting.
Stockholders interested in presenting a proposal for
consideration at the Company's annual meeting of stockholders in
2002 may do so by following the procedures prescribed in Rule
14a-8 under the Securities Exchange Act of 1934 and the Company's
by-laws. To be eligible for inclusion, stockholder proposals must
be received by the Company's Corporate Secretary no later than
August 23, 2001.
Proxy Solicitation Costs. The proxies being solicited hereby
are being solicited by the Company. The cost of soliciting
proxies in the enclosed form will be borne by the Company.
Officers and regular employees of the Company may, but without
compensation other than their regular compensation, solicit
proxies by further mailing or personal conversations, or by
telephone, telex, facsimile or electronic means. The Company
will, upon request, reimburse brokerage firms and others for
their reasonable expenses in forwarding solicitation material to
the beneficial owners of stock.
By order of the Board of
Directors:
/S/ Charles J. Searock, Jr.
Charles J. Searock Jr.
Corporate Secretary
December 29, 2000
West Berlin, New Jersey
<PAGE>
PROXY FORM DYNASIL CORPORATION OF AMERICA PROXY FORM
Annual Meeting of Stockholders - To Be Held February 1, 2000
THE BOARD OF DIRECTORS SOLICITS THIS PROXY
The undersigned hereby appoint(s) JOHN KANE and JAMES SALTZMAN, or either of
them, as attorney, agent and proxy of the undersigned, with full power of
substitution, to vote all shares of common stock of Dynasil Corporation of
America that the undersigned would be entitled to cast if personally present at
the 2000 Annual Meeting of Stockholders of the Company, and at any postponement
or adjournment thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED BY THE UNDERSIGNED. IF NO CHOICE IS
SPECIFIED, THE PROXY WILL BE VOTED FOR EACH OF THE BELOW LISTED PERSONS AND
PROPOSALS.
Please date, sign exactly as your name appears on the form, and mail the proxy
promptly. When signing as an attorney, executor, administrator, trustee or
guardian, please give your full title as such. If shares are held jointly, both
owners must sign.
Director Nominees:
(1) Charles J. Searock, Jr., (2) Jan Melles, (3) Nathan Schwartz,
(4) Dr. Peter P. Bihuniak, (5) James Saltzman, (6) Robert Lear,
------------------------------------------------------------------------------
(1) ELECTION OF DIRECTORS: Charles J. Searock, Jr., Jan Melles,
Nathan Schwartz, Dr. Peter P. Bihuniak, James Saltzman, Robert Lear,
FOR WITHHOLD WITHHOLD authority to vote for the
All nominees Authority to vote individual nominee(s) identified
(except as marked for all nominees in the space provided below
to the contrary)
[ ] [ ] _________________________________
(2) To approve the addition of 450,000 FOR AGAINST ABSTAIN
shares to the 1999 Stock Incentive [ ] [ ] [ ]
Plan as amended July 25, 2000
(3) To ratify the appointment of Haefele, FOR AGAINST ABSTAIN
Flanagan & Company as the Company's [ ] [ ] [ ]
independent public accountants for
the 2000 fiscal year
(4) To transact such other business as
may properly come before the
meeting or any adjournments thereof [ ] [ ] [ ]
--------------------------------
SIGNATURE DATE
--------------------------------
SIGNATURE DATE
