<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
DYNAMIC MATERIALS CORPORATION
-------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form of Schedule and the
date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
DYNAMIC MATERIALS CORPORATION
551 ASPEN RIDGE DRIVE
LAFAYETTE, COLORADO 80026
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
ANNUAL MEETING TO BE HELD JULY 21, 1995
To the Shareholders of
DYNAMIC MATERIALS CORPORATION
PLEASE TAKE NOTICE that the Annual Meeting of Shareholders of
DYNAMIC MATERIALS CORPORATION (the "Company") will be held at the
Executive Tower Inn, 1405 Curtis Street, Denver, Colorado 80202 on
Friday, July 21, 1995 at 2:30 p.m., Mountain Time, or any adjournment
or postponement thereof, for the following purposes:
1. To elect five directors to hold office until the next annual
meeting of shareholders or until their successors are duly elected and
qualified.
2. To approve the selection of Arthur Andersen LLP as
independent accountants for the current fiscal year.
3. The transaction of such other business as may properly come
before the meeting.
The foregoing items of business are more fully described in the
accompanying Proxy Statement. The Board of Directors of the Company
has fixed the close of business on June 14, 1995 as the record date
for the determination of shareholders entitled to notice of and to
vote at the Annual Meeting and at any adjournment or postponement
thereof. Consequently, only holders of the Company's Common Stock at
the close of business on June 14, 1995 will be entitled to notice of
and to vote at the Annual Meeting.
THE MANAGEMENT OF THE COMPANY HOPES THAT YOU WILL FIND IT
CONVENIENT TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU PLAN
TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED
PROXY TO MAKE SURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING.
SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE
THEIR SHARES IN PERSON.
By Order of the Board of Directors
CRAIG N. EVANS
CRAIG N. EVANS,
Secretary
Lafayette, Colorado
June 23, 1995
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE FIVE
NOMINEES FOR DIRECTORS AND FOR THE SELECTION OF ARTHUR ANDERSEN LLP AS
INDEPENDENT ACCOUNTANTS.<PAGE>
DYNAMIC MATERIALS CORPORATION
551 ASPEN RIDGE DRIVE
LAFAYETTE, COLORADO 80026
--------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JULY 21, 1995
--------------
GENERAL INFORMATION
This Proxy Statement and the accompanying proxy card are being
furnished in connection with the solicitation of proxies by and on
behalf of the Board of Directors of DYNAMIC MATERIALS CORPORATION, a
Colorado corporation (the "Company"), to be used at the 1995 Annual
Meeting of Shareholders of the Company to be held on Friday, July 21,
1995 at 2:30 p.m. Mountain Time, at the Executive Tower Inn, 1405
Curtis Street, Denver, Colorado 80202, and at any adjournment or
postponement thereof (the "Annual Meeting"). This Proxy Statement and
the accompanying proxy card are first being mailed to the holders of
record of the Company's common stock, $.05 par value per share
("Common Stock"), on or about June 23, 1995.
Shareholders of the Company represented at the Annual Meeting
will consider and vote upon (i) the election of five directors to hold
office until the next annual meeting of Shareholders or until their
successors are duly elected and qualified; (ii) the selection of
Arthur Andersen LLP as independent accountants for the current fiscal
year; and (iii) such other business as may properly come before the
Annual Meeting. The Company is not aware of any other business to be
presented for consideration at the Annual Meeting.
VOTING AND SOLICITATION OF PROXIES
Only holders of record of Common Stock at the close of business
on June 14, 1995, the record date determined by the Board of Directors
of the Company (the "Record Date"), will be entitled to notice of and
to vote at the Annual Meeting. As of the Record Date, approximately
2,495,922 shares of Common Stock were outstanding. Each shareholder
is entitled to one vote for each share held of record on the Record
Date for each proposal submitted for shareholder consideration at the
Annual Meeting. The presence, in person or by proxy, of the holders
of not less than a majority of the shares of Common Stock entitled to
vote at the Annual Meeting is necessary to constitute a quorum for the
conduct of business at the Annual Meeting. The act of the majority of
such quorum will be the act of the shareholders. Abstentions and
broker non-votes are counted for purposes of determining the presence
or absence of a quorum for the transaction of business. Abstentions
are counted in tabulations of the vote cast on proposals presented to
the shareholders and thus have the same effect as a negative vote,
whereas broker non-votes are not tabulated for any purpose in
determining whether a proposal has been approved.
All shares represented by properly executed proxies will, unless
such proxies have previously been revoked, be voted at the Annual
Meeting in accordance with the directions on the proxies. A proxy may
be revoked at any time so long as it has been exercised. Shareholders
may revoke proxies by written notice to the Secretary of the Company,
by delivery of a proxy bearing a later date, or by personally
appearing at the Annual Meeting and casting a vote. If no direction
is indicated, the shares will be voted FOR the election of the
nominees for director and FOR the selection of Arthur Andersen LLP as
the Company's independent
-1-<PAGE>
accountants for the current fiscal year. The persons named in the
proxies will have discretionary authority to vote all proxies with
respect to additional matters that are properly presented for action
at the Annual Meeting.
The proxy solicitation is made by and on behalf of the Board of
Directors. Solicitation of proxies for use at the Annual Meeting may
be made in person or by mail, telephone or telegram, by directors,
officers and regular employees of the Company. Such persons will
receive no additional compensation for any solicitation activities.
Copies of solicitation materials will be furnished to banks, brokerage
houses, fiduciaries and custodians holding in their name shares of
Common Stock beneficially owned by others to forward to such
beneficial owners. The Company may reimburse persons representing
beneficial owners of Common Stock for their costs of forwarding
solicitation materials to such beneficial owners. The Company will
bear the entire cost of solicitation of proxies, including the
preparation, assembly, printing and mailing of this Proxy Statement,
the proxy and any additional information furnished to shareholders.
PROPOSAL 1 - ELECTION OF DIRECTORS
I. DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS
Unless otherwise specified, each proxy will be voted for the
election to the Company's Board of Directors of the five nominees set
forth below, each to serve until the next annual meeting of
shareholders or until his successor shall be elected and qualify.
In order to be elected a director, a nominee must receive the
votes constituting a majority of the aggregate number of shares of
Common Stock represented in person or by proxy at the Annual Meeting.
DIRECTOR
NAME AGE SINCE
---- --- --------
Mr. Dean K. Allen. . . . . . . 58 July 1993
Mr. Michael C. Hone. . . . . . 59 March 1984
Mr. Edward A. Keible . . . . . 51 July 1994
Mr. Paul Lange . . . . . . . . 43 October 1993
Dr. George W. Morgenthaler . . 68 June 1986
MR. DEAN K. ALLEN. Mr. Allen has served the Company as a
director since July 1993. Mr. Allen is Vice President and General
Manager of Raytheon Engineers and Constructors, Europe, a position he
has held since February 1994. Mr. Allen was President of Allen &
Assoc. from April 1992 to 1994. From 1989 to 1992, Mr. Allen was
President of Johnson + Johnson Development Corp. Prior to joining
Johnson + Johnson Development Corp., Mr. Allen was employed as
Executive Vice President at the Fluor Corporation from 1984 to 1989.
Mr. Allen is on the board of directors of several European Raytheon
Engineers and Constructors Companies in France, Italy and Germany.
MR. MICHAEL C. HONE. Mr. Hone has been a director of the Company
since March 1984. Since 1975 Mr. Hone has been a Professor of Law at
the University of San Francisco Law School. Mr. Hone has been a
General Partner of H.M.S. Capital Partners, a venture capital company,
since 1987.
MR. EDWARD A. KEIBLE. Mr. Keible, appointed director of the
Company in July 1994, is the President and Chief Executive Officer of
Endgate Technology Corp., a position he has held since 1993. From
1991 to 1993, Mr. Keible was employed as Senior Vice President and
General Manager, Raychem International Corporation, International
Sector, and President, Raychem International Corporation. From 1985
to 1991, Mr. Keible was Senior Vice President, Raychem Corporation and
General Manager, Electronics Group.
-2-<PAGE>
Mr. Keible served as Director of the American Electronics Association
from 1990 to 1993 and as the Chairman of the International Committee
of the association from 1991 to 1993. Mr. Keible has been a director
of Premisys Communications, Inc. since November 1994.
MR. PAUL LANGE. Prior to joining the Company in 1993 as a
Director, its President and Chief Executive Officer, Mr. Lange was
Vice President and General Manager, Engineered Materials Group of
Engelhard Corporation, since 1989. From 1988 to 1989, Mr. Lange was
General Manager of Liquid Gold Group of Engelhard Corporation. From
June 1984 to 1987, Mr. Lange was employed by Rhone 'Poulenc, Inc. as
Marketing and Sales Director of Organic Chemicals as well as New
Product Development Manager.
DR. GEORGE W. MORGENTHALER. Mr. Morgenthaler has served as a
director of the Company since June 1986 and from 1971 to 1976.
Mr. Morgenthaler has been a Professor of Aerospace Engineering and
Associate Dean of Engineering at the University of Colorado at Boulder
since 1986. Mr. Morgenthaler was employed from 1981 to 1986 as Vice
President -- Energy, Technology and Special Projects at Martin
Marietta Aluminum and from 1976 to 1978 as Vice President and General
Manager of the Baltimore Division of Martin Marietta Corp.
Mr. Morgenthaler currently serves as a director on the boards of CTA,
Inc., Columbia Aluminum Corp., Center for Space and Advanced
Technology and Verifax, Inc.
EXECUTIVE OFFICERS
The following individuals served as executive officers of the
Company during fiscal year 1994:
NAME POSITION AGE
---- -------- ---
Mr. Paul Lange Director, President and Chief Executive 43
Officer
Mr. Craig N. Evans Secretary, Treasurer & Vice President of 46
Finance
MR. PAUL LANGE. See above.
MR. CRAIG N. EVANS. Mr. Evans has been employed by the Company
since May 1979. He has held the positions of Secretary, Treasurer and
Vice President of Finance since 1981. Prior to 1981, Mr. Evans was
employed as the Company's Controller.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of December 31, 1994, the Company was owed $44,273 in loans by
certain of its officers and employees. Loans to Mr. Evans totaling
$12,000 in amount are represented by secured promissory notes bearing
interest at a rate of "prime" plus .75%. These promissory notes call
for repayment from 1996 to 1999. In addition, a loan to Mr. Evans in
the amount of $9,000 is represented by an unsecured loan agreement
calling for interest payable at 4.28% per annum. This loan was repaid
in full in February 1995. As of December 31, 1994, no executive
officer or director of the Company owed the Company an amount in
excess of $60,000.
SECTION 16(a) COMPLIANCE
Section 16(a) of the Securities Act of 1934 requires executive
officers, directors and persons who beneficially own more than ten
percent of the Company's stock, to file initial reports of beneficial
ownership and reports of changes in beneficial ownership with the
Securities and Exchange Commission. Executive officers, directors and
those beneficially owning ten percent of the Company's stock are
required by regulations of the Securities and Exchange Commission to
furnish the Company with copies of all Section 16(a) forms filed by
such individuals.
-3-<PAGE>
Based solely upon a review of the copies of such forms furnished
to the Company from executive officers, directors and ten percent
shareholders and written representations from certain reporting
persons, the Company believes that all of its directors, executive
officers and greater than ten percent shareholders were in compliance
with their filing requirements.
II. COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held five meetings during 1994. No
director attended less than 75% of the aggregate number of meetings of
the Board of Directors and any committee on which such director
served. The Company has standing audit, nominating and compensation
committees of the Board of Directors.
AUDIT COMMITTEE
During 1994, the audit committee, composed of Mr. Keible,
Mr. Hone and Mr. Robbins (who resigned on April 30, 1995), held one
meeting. Functions performed by the audit committee are
(i) recommending independent public accountants to the Board of
Directors; (ii) evaluating independent accountants; (iii) meeting and
reviewing with such accountants, among other things, the Company's
policies and procedures with respect to audits and accounting and the
results of completed audits; and (iv) reviewing accounting controls
and procedures within the Company.
NOMINATING COMMITTEE
The nominating committee, composed of Messrs. Hone, Morgenthaler
and Allen, held one meeting during 1994. Functions performed by the
nominating committee are (i) recommending candidates to serve as
nominees for director; and (ii) evaluating existing directors. The
nominating committee will not consider shareholder recommendations for
nomination of directors.
COMPENSATION COMMITTEE
The compensation committee, composed of Mr. Keible,
Dr. Morgenthaler and Mr. Allen, held one meeting during 1994. The
compensation committee's function is to review compensation of all
officers and make recommendations for changes in compensation to the
full Board of Directors.
-4-<PAGE>
III. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
The following Summary Compensation Table includes individual
compensation for the three individuals serving in the capacity of the
chief executive officer for the Company and the only executive officer
earning a salary and bonus aggregating $100,000 or more for services
rendered in all capacities during the year ended December 31, 1994 and
the fiscal years ended October 31, 1992 through 1993.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
--------------------------
Long-Term Compensation
Other ------------------------
Annual Restricted Securities All Other
Name and Principal Fiscal Salary Bonus Compensat- Stock Underlying Compensa-
Position Year ($) ($) tion($)<F1> Award($) Options(#) tion($)
- - ----------------------- ------ ------- ------ ----------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Paul Lange<F2> 1994 150,000 25,000 7,450 0 30,000<F4> 673
President and Chief 1993 12,300 100 N/A 10,000<F3> 50,000<F4> 16,100
Executive Officer
William P. Sharp<F5> 1994 113,478 N/A N/A N/A N/A 870
Executive Vice President, 1993 112,113 100 9,450 0 20,000 1,000
New Market Development 1992 130,725 0 9,170 0 27,000 1,000
____________________
<FN>
<F1> Includes auto allowance and premium for life insurance of which the Company is not a beneficiary.
<F2> Mr. Lange joined the Company in October 1993.
<F3> Mr. Lange received 10,000 shares of Common Stock at a cost to Mr. Lange of $.05 per share (par value).
<F4> The shares vest on a daily basis over a period of four years, and unvested shares are forfeited when and if
employment is terminated. The shares are not subject to any other restrictions other than Rule 144 of the
Securities Act of 1933.
<F5> Mr. Sharp served as President and Chief Executive Officer until January 31, 1993.
</TABLE>
Mr. Lange, the Company's President and Chief Executive Officer,
earned a bonus payment in 1994 in the amount of $25,000 pursuant to
the "Lange Employment Agreement." (See "Employment Agreement"). The
Company does not have a defined benefit or actuarial plan payable upon
retirement.
STOCK OPTIONS
The Company has four stock option plans, two of which have
expired. The expired plans are the "1981 Incentive Stock Option Plan"
under which officers and other key employees were granted options to
acquire shares of the Company's Common Stock, and the "1982 Non-
Qualified Stock Option Plan" under which officers and directors were
granted options to acquire shares of the Company's Common Stock. The
remaining active stock option plans are the 1992 Incentive Stock
Option Plan and the 1994 Nonemployee Director Plan.
-5-<PAGE>
OPTION GRANTS
The following table sets forth information regarding the options
granted to each of the executive officers named in the Summary
Compensation Table above during 1994:
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Number of
Securities % of Total Options
Underlying Granted to
Options Employees in Exercise Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date
- - -------------------------- ----------- ------------------ ------------ ----------
<S> <C> <C> <C> <C>
Paul Lange 30,000 27.0 3.125 8/26/99
</TABLE>
OPTION EXERCISES
The following table sets forth information regarding the options
exercised by each of the executive officers named in the Summary
Compensation Table above during 1994:
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
Number of Securities Underlying Value of Unexercised
Unexercised Options at Fiscal In-the-Money Options
Shares Year End (#) at Fiscal Year End ($)<F1>
Acquired On Value -------------------------------- -----------------------------
Name Exercise (#) Realized (#) Exercisable Unexercisable Exercisable Unexercisable
- - --------------- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul Lange 0 0 12,500 67,500 7,812 23,437
____________________
<FN>
<F1> Based on a fair market value of $2.25 per share as of December 30, 1994.
</TABLE>
DIRECTOR COMPENSATION
During 1994 each outside (non-management) director received a
quarterly retainer of $500 plus a fee of $600 for attending each
meeting of the Board and of any committee of the Board on which he
served. In addition, each outside director is reimbursed for travel
and out-of-pocket expenses incurred while attending such meetings.
EMPLOYMENT AGREEMENTS
The Company has an employment agreement, dated September 3, 1993
(the "Lange Employment Agreement"), with Paul Lange. Pursuant to the
Lange Employment Agreement, Mr. Lange is to receive a base salary of
$150,000 per year. If Mr. Lange's employment is terminated for a
reason other than criminal activity or his "failure, in good faith, to
devote his full time effort" to the Company, Mr. Lange will receive
two years' salary. Mr. Lange earned a cash bonus of $25,000 in 1994,
in accordance with the terms of this agreement. In addition,
Mr. Lange received an option to purchase 30,000 shares of Common Stock
at $3.125 per share. The receipt of these stock options is
conditioned upon Mr. Lange's continued employment with the Company and
vest daily over a period of four years. If Mr. Lange's employment is
terminated prior to the expiration of this four year period, all
unvested shares will revert back to the Company.
-6-<PAGE>
IV. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 1994, the
stock ownership of all persons known by the Company to be beneficial
owners of more than five percent of the Company's Common Stock or
preferred stock.
<TABLE>
<CAPTION>
Amount and
Nature of Percent
Title of Beneficial of
Class Name and Address of Beneficial Owner Owner<F1> Class (%)
- - --------- --------------------------------------- ----------- ---------
<S> <C> <C> <C>
Common OKABENA Partners V-6 . . . . . . . . . . . . . . . 230,000 9.09
422 IDS Center
Minneapolis, MN 55402
Common William F. Sharp . . . . . . . . . . . . . . . . . 141,563 5.60
4004 Canter Court
Valrico, FL 33594
____________________
<FN>
<F1> All shares are owned directly, and the owner has sole voting and investment power.
</TABLE>
The following table sets forth, as of April 30, 1995, the
beneficial ownership of the Company's Common Stock of (i) all
directors and nominees, (ii) all named executive officers and
(iii) all directors, nominees and executive officers of the Company as
a group.
<TABLE>
<CAPTION>
Amount and
Nature of Percent
Title of Name and Address of Director/Nominee/ Beneficial of
Class Executive Officer Owner<F1> Class (%)
- - --------- --------------------------------------- ----------- ---------
<S> <C> <C> <C>
Common Dr. George W. Morgenthaler . . . . . . . . . . . . 85,828<F2> 3.44
University of Colorado
College of Engineering &
Applied Science Engineering Center
AD I-25
Boulder, CO 80309-0423
Common Mr. Michael C. Hone. . . . . . . . . . . . . . . . 94,250<F2><F3> 3.77
University of San Francisco
Kendrick Hall
2199 Fulton Street
San Francisco, CA 94117
Common Mr. Paul Lange . . . . . . . . . . . . . . . . . . 41,747<F2> 1.67
551 Aspen Ridge Drive
Lafayette, CO 80026
Common Mr. Dean K. Allen. . . . . . . . . . . . . . . . . 1,000 /*/
Hogeweg 4
2585 JD Den Haag
The Netherlands
Common Mr. Edward A. Keible . . . . . . . . . . . . . . . 20,000<F4> /*/
244 Rinconada Avenue
Palo Alto, CA 94301
-7-<PAGE>
Common Mr. Craig N. Evans . . . . . . . . . . . . . . . . 8,900<F2> /*/
551 Aspen Ridge Drive
Lafayette, CO 80026
Common All directors, nominees and executive officers as a
group (6 persons). . . . . . . . . . . . . . . . 251,725<F2><F3> 10.09
____________________
<FN>
/*/ Less than 1%.
<F1> Unless otherwise indicated, all shares are owned directly, and the owner has sole voting and investment
power.
<F2> Includes the following shares of Common Stock which are the subject of presently exercisable stock options:
Dr. Morgenthaler -- 2,250 shares; Mr. Hone -- 3,250 shares; Mr. Lange -- 21,747 shares; and Mr. Evans --
1,750 shares; all directors and officers as a group -- 30,247 shares.
<F3> Amount includes 49,660 shares held by a profit sharing plan and 10,000 shares held by a trust of which
Mr. Hone is a trustee.
<F4> All 20,000 shares are held in the Keible Living Trust, of which Mr. Keible and his wife Terry J. Keible are
Co-Trustees.
</TABLE>
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Action is being taken by the shareholders at the Annual Meeting
with respect to the ratification of the selection by the Company's
Board of Arthur Andersen LLP to be the independent accountants of the
Company for the current fiscal year.
The firm of Arthur Andersen LLP served as the Company's
independent public accounts and has examined the Company's financial
statements for the year ended December 31, 1994, and has been engaged
for the year ended December 31, 1995. The Audit Committee recommended
and the Board of Directors approved the selection of Arthur Andersen
LLP as the independent accountants of the Company.
A representative of Arthur Andersen LLP is expected to attend the
Annual Meeting, will be given the opportunity to make a statement if
he or she so desires, and will be available to respond to appropriate
questions from shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AND IN
FAVOR OF THE RATIFICATION OF SUCH APPOINTMENT
ANNUAL REPORT
The Company has filed with the SEC an annual report on
Form 10-KSB under the Securities Act of 1934 for the fiscal year ended
December 31, 1994. Upon written request, the Company will furnish any
person who is a shareholder of the Company as of the date of their
request, a copy of the Form 10-KSB for the year ended December 31,
1994, including the financial statements and the schedules thereto,
without charge. Any such written request may be addressed to Craig N.
Evans, Secretary, Treasurer & Vice President of Finance, DYNAMIC
MATERIALS CORPORATION, 551 Aspen Ridge Drive, Lafayette, Colorado
80026. The Form 10-KSB is included with the materials for
solicitation of Proxies.
-8-<PAGE>
SHAREHOLDERS' PROPOSALS
It is expected that the next annual shareholders' meeting will be
held July 1, 1996. Any proposals intended to be presented at such
meeting must be received at the Company's offices no later than
March 1, 1996. Such proposals should be sent to Craig N. Evans,
Secretary, DYNAMIC MATERIALS CORPORATION, 551 Aspen Ridge Drive,
Lafayette, Colorado 80026.
OTHER MATTERS
Except for the items referred to in the accompanying Notice of
Annual Meeting, the Board of Directors is not aware of any other
matters that will come before the meeting. However, if any other
matters should properly come before the meeting, it is intended that
votes will be cast pursuant to the authority granted by the enclosed
Proxy in accordance with the best judgment of the person acting under
the Proxy.
By Order of the Board of Directors
CRAIG N. EVANS
CRAIG N. EVANS,
Secretary
Lafayette, Colorado
June 23, 1995
-9-
<PAGE>
PROXY
DYNAMIC MATERIALS CORPORATION
551 Aspen Ridge Drive
Lafayette, Colorado 80026
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Craig N. Evans with full power of
substitution, as proxy of the undersigned to vote all shares of Common
Stock of DYNAMIC MATERIALS CORPORATION which the undersigned is entitled to
vote at the Annual Meeting of Shareholders of the corporation to be held at
the Executive Tower Inn, 1405 Curtis Street, Denver, Colorado 80202 on
Friday, July 21, 1995 at 2:30 p.m., Mountain Time, and at any adjournment
thereof, with the same force and effect as the undersigned might or could
do if personally present therein:
1. ELECTION OF DIRECTORS
[ ] FOR all nominees (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
George W. Morgenthaler, Michael C. Hone, Dean K. Allen, Paul Lange,
Edward A. Keible.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE INDIVIDUAL
NOMINEES, WRITE SUCH NAME OR NAMES IN THE SPACE PROVIDED BELOW.
_____________________________________________________________________
2. SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT ACCOUNTANTS OF THE
COMPANY
[ ] FOR selection of Arthur Andersen LLP
[ ] AGAINST selection of Arthur Andersen LLP
[ ] ABSTAIN
3. THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
(Continued and to be signed on the reverse side)
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy
will be voted FOR (i) the nominated directors and (ii) the selection of
Arthur Andersen LLP as independent accountants.
Please sign exactly as name appears
below. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by president
or authorized person. If a partnership,
please sign in full partnership name by
authorized person.
Date _____________________________, 1995
________________________________________
Signature
________________________________________
Signature (if held jointly)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION
OF THE NOMINEES AND THE SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT
ACCOUNTANTS OF THE COMPANY FOR THE CURRENT FISCAL YEAR.
