<PAGE>
As filed with the Securities and Exchange Commission on July 11, 1995
Registration No. 33-
======================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
DYNAMIC MATERIALS CORPORATION
(Exact name of registrant as specified in its charter)
______________________________
COLORADO 84-0608431
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
551 ASPEN RIDGE DRIVE
LAFAYETTE, COLORADO 80026
(303) 666-6551
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of plan)
______________________________
CRAIG N. EVANS WITH A COPY TO:
VICE PRESIDENT - FINANCE LAURA A. BATTLE, ESQ.
551 ASPEN RIDGE DRIVE DAVIS, GRAHAM & STUBBS, L.L.C.
LAFAYETTE, COLORADO 80026 370 17TH STREET, SUITE 4700
(303) 665-5700 DENVER, COLORADO 80202
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Proposed
Amount maximum maximum
Title of securities to be offering price aggregate Amount of
to be registered registered per share<F1> offering price<F1> registration fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.05 par value . . . . . . . . . 100,000 shares $2.00 $200,000 $100
====================================================================================================================
<FN>
<F1> Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 under the
Securities Act of 1933, as amended, based on the average high and low prices reported on the National
Association of Securities Dealers, Inc. NASDAQ market system on July 6, 1995.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed by Dynamic Materials
Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") are hereby incorporated or deemed to be
incorporated in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1994, filed with the Commission on March 17, 1995
pursuant to the Exchange Act of 1934 (the "Exchange Act") (File
No. 0-8328).
(b) The Company's Quarterly Report of Form 10-QSB for the period
ending March 31, 1995, filed with the Commission on May 5, 1995
pursuant to the Exchange Act (File No. 0-8328).
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, filed with the
Commission on July 29, 1976 (File No. 0838).
(d) All other documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the
filing of a Post-Effective Amendment to this Registration Statement
indicating that all securities offered under the Registration
Statement have been sold, or deregistering all securities then
remaining unsold.
Any statement contained in a document incorporated, or deemed to
be incorporated, by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
4. DESCRIPTION OF SECURITIES.
Not applicable.
5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1<PAGE>
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation and the laws of Colorado
provide for the indemnification of directors of the Company to the
fullest extent permitted by applicable law as from time to time may be
in effect, against all liability and expense incurred by reason of the
fact that he or she is or was a director of the Company, or while
serving as a director or officer of the Company, he is or was serving
at the request of the Company as a director, officer, partner,
employee, fiduciary or agent of, another corporation, partnership,
joint venture, trust, association, or other entity, or by reason of
any action alleged to have been taken or omitted in such capacity.
Expenses incurred in defending an action, suit or proceeding will be
paid by the Company in advance of the final disposition of such
action, suit, or proceeding to the full extent and under the
circumstances permitted by the laws of the State of Colorado. The
Company may purchase and maintain insurance on behalf of any person
who is or was a director or officer of the Company against any
liability asserted against and incurred by such person in any such
capacity or arising out of such person's position, whether or not the
Company would have the power to indemnify against such liability under
the provisions of the Certificate of Incorporation or Bylaws.
The indemnification provided by the Certificate of Incorporation
is not deemed to be exclusive of any other rights to which those
indemnified may be entitled under any bylaw, contract, vote of
shareholders or disinterested directors, statute, or otherwise, and
inures to the benefit of their heirs, executors, and administrators.
The provisions of the Certificate of Incorporation provide that the
Company may indemnify other persons from similar or other expenses and
liabilities by resolution of shareholder or directors, by contract or
otherwise. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors or officers of the
Company pursuant to the foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
The foregoing description of certain provisions of the Company's
Certificate of Incorporation is qualified in its entirety by the
actual Certificate of Incorporation of the Company filed as an exhibit
to the Company's Registration Statement on Form S-1 (Registration
No. 33-36059), as filed with the Commission on July 25, 1990 and
incorporated by reference in this Registration Statement.
In June 1995, the Company entered into an indemnity agreement
with all of the directors and certain officers of the Company. Each
indemnity agreement provides that the Company will indemnify such
officer or director who is made a party or is threatened to be made a
party to any proceeding brought by a third party by reason of the fact
that he is or was an agent of the Company or by reason of anything
done or not done by him in such capacity against any and all expenses
if he acted in good faith and in a manner he reasonably believed to be
in the best interests of the Company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The agreement states that the Company will indemnify
the officer or director against any amounts paid in settlement of any
derivative action and against any expenses actually and reasonably
incurred in the investigation, defense,
II-2<PAGE>
settlement or appeal of a derivative action if he acted in good faith
and in a manner he reasonably believed to be in the best interests of
the Company, except that the Company will not indemnify such person if
such person is finally adjudged to be liable to the Company due to
willful misconduct of a culpable nature in the performance of his duty
to the Company unless a court shall determine that despite the
adjudication of such liability, such person should be indemnified.
The agreement provides for the advancement of expenses to such officer
or director; however, the Company is not obligated to advance expenses
to the extent expenses arise from a lawsuit filed directly by the
Company against the officer or director if a majority of the board
determines in good faith that the facts demonstrate that the
indemnitee acted in bad faith. Finally, the Company is not obligated
(i) to indemnify or advance expenses if the officer or director
voluntarily initiates the proceeding or claim and not by way of
defense, (ii) to indemnify for any amounts paid in settlement of a
proceeding without the Company's written consent in advance; (iii) to
indemnify for an accounting of profits in a suit brought pursuant to
Section 16 of the Exchange Act; or (iv) to indemnify where
indemnification is determined by a court to be unlawful.
The foregoing description of certain provisions of the indemnity
agreement is qualified in its entirety by the actual indemnity
agreement, a form of which was filed as an exhibit to the Company's
Report on Form 8-K (File No. 0-8328), as filed with the Commission on
July 11, 1995 and incorporated by reference in this Registration
Statement.
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
8. EXHIBITS
4.1 Dynamic Materials Corporation Nonemployee Director
Stock Option Plan.
5.1 Opinion and Consent of Davis, Graham & Stubbs, L.L.C.
23.1 Consent of Davis, Graham & Stubbs, L.L.C. See
Exhibit 5.1.
23.2 Consent of Arthur Andersen LLP.
9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement; (2) that,
for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and (3) to remove from
registration
II-3<PAGE>
by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Denver, State
of Colorado, on the 7th day of July, 1995.
DYNAMIC MATERIALS CORPORATION
By: /s/ CRAIG N. EVANS
-------------------------------------
Craig N. Evans
Vice President - Finance, Secretary
and Treasurer
POWER OF ATTORNEY
_________________
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Craig N. Evans and
Laura A. Battle, and each or any of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents, or any of them,
or their or his substitutes or substitute, may lawfully 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/ PAUL LANGE President, Chief Executive July 7, 1995
- ----------------------------- Officer and Director
Paul Lange (Principal Executive Officer)
/s/ CRAIG N. EVANS Vice President-Finance, July 7, 1995
- ----------------------------- Secretary and Treasurer
Craig N. Evans (Principal Financial
Officer)
<PAGE>
/s/ DR. GEORGE W. MORGENTHALER
______________________________ Director July 7, 1995
Dr. George W. Morgenthaler
/s/ MICHAEL C. HONE
______________________________ Director July 7, 1995
Michael C. Hone
______________________________ Director July 7, 1995
Dean K. Allen
/s/ EDWARD A. KEIBLE
- ------------------------------ Director July 7, 1995
Edward A. Keible
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
- ----------------------------------------------------------------------
4.1 Dynamic Materials Corporation Nonemployee
Director Stock Option Plan.
5.1 Opinion and Consent of Davis, Graham & Stubbs,
L.L.C.
23.1 Consent of Davis, Graham & Stubbs, L.L.C.
See Exhibit 5.1.
23.2 Consent of Arthur Andersen L.L.P.
EXHIBIT 4.1
EXPLOSIVE FABRICATORS, INC.
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
I. PURPOSE
The Explosive Fabricators, Inc. Nonemployee Director Stock
Option Plan (the "Plan") provides for the grant of Stock Options to
Nonemployee Directors of Explosive Fabricators, Inc. (the "Company") in
order to advance the interests of the Company through the motivation,
attraction and retention of its Nonemployee Directors.
II. NON-INCENTIVE STOCK OPTIONS
The Stock Options granted under the Plan shall be nonstatutory
stock options ("NSOs") which are intended to be options that do not
qualify as "incentive stock options" under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
III. ADMINISTRATION
3.1 Committee. The Plan shall be administered by the
---------
Board of Directors of the Company (the "Board") or by a committee of two
or more directors (the "Committee"). The Committee or the Board, as the
case may be, shall have full authority to administer the Plan, including
authority to interpret and construe any provision of the Plan and any
Stock Option granted thereunder, and to adopt such rules and regulations
for administering the Plan as it may deem necessary in order to comply
with the requirements of the Code or in order to conform to any
regulation or to any change in any law or regulation applicable thereto.
The Board of Directors may reserve to itself any of the authority
granted to the Committee as set forth herein, and it may perform and
discharge all of the functions and responsibilities of the Committee at
any time that a duly constituted Committee is not appointed and serving.
All references in this Plan to the "Committee" shall be deemed to refer
to the Board of Directors whenever the Board is discharging the powers
and responsibilities of the Committee.
3.2 Actions of Committee. All actions taken and all
--------------------
interpretations and determinations made by the Committee in good faith
(including determinations of Fair Market Value) shall be final and
binding upon all Participants, the Company and all other interested
persons. No member of the Committee shall be personally liable for any
action, determination or interpretation made in good faith with respect
to the Plan, and all members of the Committee shall, in addition to
their rights as directors, be
<PAGE>
fully protected by the Company with respect to any such action,
determination or interpretation.
IV. DEFINITIONS
4.1 "Stock Option." A Stock Option is the right
------------
granted under the Plan to a Nonemployee Director to purchase, at such
time or times and at such price or prices ("Option Price") as are
determined pursuant to the Plan, the number of shares of Common Stock as
are determined pursuant to the Plan.
4.2 "Common Stock." A share of Common Stock means a
------------
share of authorized but unissued or reacquired Common Stock (par value
$.05 per share) of the Company.
4.3 "Election Date." The date on which a director is
-------------
elected to the Board of Directors by the Company's stockholders.
4.4 "Fair Market Value." If the Common Stock is not
-----------------
traded publicly, the Fair Market Value of a share of Common Stock on any
date shall be determined, in good faith, by the Board or the Committee
after such consultation with outside legal, accounting and other experts
as the Board or the Committee may deem advisable, and the Board or the
Committee shall maintain a written record of its method of determining
such value. If the Common Stock is traded publicly, the Fair Market
Value of a share of Common Stock on any date shall be the average of the
representative closing bid and asked prices, as quoted by the National
Association of Securities Dealers through NASDAQ (its automated system
for reporting quotes), for the date in question or, if the Common Stock
is listed on the NASDAQ National Market System or is listed on a
national stock exchange, the officially quoted closing price on NASDAQ
or such exchange, as the case may be, on the date in question.
4.5 "Nonemployee Director." A Nonemployee Director is
--------------------
a director of the Company who is not also an employee of the Company.
4.6 "Participant." A Participant is a Nonemployee
-----------
Director to whom a Stock Option is granted.
V. OPTION GRANTS
5.1 Number of Shares. Upon the Effective Date of this
----------------
Plan as to Nonemployee Directors serving on the Company's Board of
Directors as of such date, or on the initial election or appointment of
a Nonemployee Director to the Company's Board of Directors as to
Nonemployee Directors elected or appointed after such date (the "initial
grant date"), each Nonemployee Director shall be granted a Stock Option
to purchase 5,000 shares of Common Stock (subject to adjustment pursuant
to Section 6.2
-2-<PAGE>
hereof). Thereafter, effective as of each annual Election Date
following the initial grant date, each Nonemployee Director shall be
granted a Stock Option to purchase 2,500 shares of Common Stock (subject
to adjustment pursuant to Section 6.2 hereof) so long as such director
is a Nonemployee Director on such annual Election Date and has served as
a Nonemployee Director of the Company continually since his or her
initial grant date (such grant, the "Annual Election Grant"). If a
Nonemployee Director has received a grant of an option under this Plan
upon his or her appointment to the Company's Board, such Nonemployee
Director shall first become eligible for the Annual Election Grant on
the Election Date following the Election Date that such Nonemployee
Director is first elected to the Company's Board.
5.2 Price. The purchase price per share of Common
-----
Stock for the shares to be purchased pursuant to the exercise of any
Stock Option shall be the Fair Market Value of a share of Common Stock
as of the date the Stock Option is granted to the Nonemployee Director.
5.3 Other Terms. Except for the limitations set forth
-----------
in Sections 5.1 and 5.2, the terms and provisions of Stock Options shall
be as determined from time to time by the Committee, and Stock Options
issued may contain terms and provisions different from other Stock
Options granted to the same or other Stock Option recipients. However,
notwithstanding the foregoing, all Stock Options granted on the same
date shall contain the same terms and provisions as to all recipient
Nonemployee Directors. Each Stock Option shall be evidenced by a
written agreement ("Option Agreement") containing such terms and
provisions as the Committee may determine, subject to the provisions of
the Plan.
VI. SHARES OF COMMON STOCK SUBJECT TO THE PLAN
6.1 Maximum Number. The maximum aggregate number of
--------------
shares of Common Stock that may be made subject to Stock Options shall
be 100,000 authorized but unissued shares of Common Stock. If any
shares of Common Stock subject to Stock Options are not purchased or
otherwise paid for before such Stock Options expire, such shares may
again be made subject to Stock Options.
6.2 Capital Changes. In the event any changes are
---------------
made to the shares of Common Stock (whether by reason of merger,
consolidation, reorganization, recapitalization, stock dividend in
excess of ten percent (10%) at any single time, stock split, combination
of shares, exchange of shares, change in corporate structure or
otherwise), appropriate adjustments shall be made in: (i) the number of
shares of Common Stock theretofore made subject to Stock Options, and in
the purchase price of said shares; and (ii) the aggregate number of
shares which may be made subject to Stock Options. If any of the
foregoing adjustments shall result in a fractional share, the fraction
shall be
-3-<PAGE>
disregarded, and the Company shall have no obligation to make any cash
or other payment with respect to such a fractional share.
VII. EXERCISE OF STOCK OPTIONS
7.1 Time of Exercise. Subject to the provisions of the
----------------
Plan, the Committee, in its discretion, shall determine the time when a
Stock Option, or a portion of a Stock Option, shall become exercisable,
and the time when a Stock Option, or a portion of a Stock Option, shall
expire. Such time or times shall be set forth in the Option Agreement
evidencing such Stock Option. A Stock Option shall expire, to the
extent not exercised, no later than five years after the date on which
it was granted. The Committee may accelerate the vesting of any
Participant's Stock Option by giving written notice to the Participant.
Upon receipt of such notice, the Participant and the Company shall amend
the Option Agreement to reflect the new vesting schedule. The
acceleration of the exercise period of a Stock Option shall not affect
the expiration date of that Stock Option.
7.2 Six-Month Holding Period. The shares of Common
------------------------
Stock issued upon the exercise of a Stock Option may not be sold or
otherwise disposed of within six months after the date of grant of the
Stock Option.
7.3 Exchange of Outstanding Stock. The Committee, in
-----------------------------
its sole discretion, may permit a Participant to surrender to the
Company shares of Common Stock previously acquired by the Participant as
part or full payment for the exercise of a Stock Option. Such
surrendered shares shall be valued at their Fair Market Value on the
date of exercise.
7.4 Use of Promissory Note. The Committee may, in its
----------------------
sole discretion, impose terms and conditions, including conditions
relating to the manner and timing of payments, on the exercise of Stock
Options. Such terms and conditions may include, but are not limited to,
permitting a Participant to deliver to the Company his promissory note
as full or partial payment for the exercise of a Stock Option, and the
Company may, but shall not be required to, retain the shares of Common
Stock issued upon exchange of security and repayment of such promissory
note.
7.5 Stock Restriction Agreement. The Committee may
---------------------------
provide that shares of Common Stock issuable upon the exercise of a
Stock Option shall, under certain conditions, be subject to restrictions
whereby the Company has a right of first refusal with respect to such
shares or a right or obligation to repurchase all or a portion of such
shares, which restrictions may survive a Participant's term as a
director of the Company. The acceleration of time or times at which a
Stock Option becomes
-4-<PAGE>
exercisable may be conditioned upon the Participant's agreement to such
restrictions.
7.6 Termination of Director Status Before Exercise.
----------------------------------------------
If a Participant's term as a director of the Company shall terminate for
any reason other than the Participant's disability, any Stock Option
then held by the Participant, to the extent then exercisable under the
applicable Option Agreement(s), shall remain exercisable after the
termination of his director status for a period of three months (but in
no event beyond five years from the date of grant of the Stock Option).
If the Participant's director status is terminated because the
Participant is disabled within the meaning of Section 22(e)(3) of the
Code, any Stock Option then held by the Participant, to the extent then
exercisable under the applicable Option Agreement(s), shall remain
exercisable after the termination of his director status for a period of
twelve months (but in no event beyond five years from the date of grant
of the Stock Option). If the Stock Option is not exercised during the
applicable period, it shall be deemed to have been forfeited and of no
further force or effect.
7.7 Disposition of Forfeited Stock Options. Any
--------------------------------------
shares of Common Stock subject to Stock Options forfeited by a
Participant shall not thereafter be eligible for purchase by the
Participant but may be made subject to Stock Options granted to other
Participants.
VIII. NO EFFECT UPON STOCKHOLDER RIGHTS
Nothing in this Plan shall interfere in any way with the right
of the stockholders of the Company to remove the Participant from the
Board pursuant to the Colorado Corporate Code and the Company's
Certificate of Incorporation and Bylaws.
IX. NO RIGHTS AS A STOCKHOLDER
A Participant shall have no rights as a stockholder with
respect to any shares of Common Stock subject to a Stock Option. Except
as provided in Section 6.2, no adjustment shall be made in the number of
shares of Common Stock issued to a Participant, or in any other rights
of the Participant upon exercise of a Stock Option by reason of any
dividend, distribution or other right granted to stockholders for which
the record date is prior to the date of exercise of the Participant's
Stock Option.
X. ASSIGNABILITY
No Stock Option granted under this Plan, nor any other rights
acquired by a Participant under this Plan, shall be assignable or
transferable by a Participant, other than by will
-5-<PAGE>
or the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code, Title I of the Employee
Retirement Income Security Act ("ERISA"), or the rules thereunder. In
the event of the Participant's death, the Stock Option may be exercised
by the Personal Representative of the Participant's estate or, if no
Personal Representative has been appointed, by the successor or
successors in interest determined under the Participant's will or under
the applicable laws of descent and distribution.
XI. REORGANIZATION/LIQUIDATION/CHANGE IN CONTROL
11.1 Options. In the event of a change in control of
-------
the Company as defined in Section 11.2., then the Committee may, in its
sole discretion, without obtaining stockholder approval, prescribe the
terms and conditions for the exercise of, or modification of, any
outstanding Stock Options. By way of illustration, and not by way of
limitation, the Committee may provide for the complete or partial
acceleration of the dates of exercise of the Stock Options or make all
Stock Options fully vested and exercisable, or may provide that such
Stock Options will be exchanged or converted into options to acquire
securities of the surviving or acquiring corporation, or may provide for
a payment or distribution in respect of outstanding Stock Options (or
the portion thereof that is currently exercisable) in cancellation
thereof. The Committee may provide that Stock Options granted hereunder
must be exercised in connection with the closing of such transaction,
and that if not so exercised such Stock Options will expire. The
Committee may provide for payment of bonus awards in an amount necessary
to pay the Option Price of all or any portion of outstanding Stock
Options or for the payment of cash in exchange for the cancellation of
outstanding Stock Options in an amount equal to the difference of the
Option Price and the Fair Market value on the date of cancellation.
11.2 Definition. For purposes of the Plan, a "change
----------
in control" shall be deemed to have occurred if (a) any "person" or
"group" (within the meaning of Sections 13(d) and 14(d)(2) of the 1934
Act), other than a trustee or other fiduciary holding securities under
an employee benefit plan of the company is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the 1934 Act), directly or
indirectly, of more than 33-1/3 of the then outstanding voting stock of
the Company; or (b) at any time during any period of three consecutive
years (not including any period prior to the Effective Date),
individuals who at the beginning of such period constitute the Board
(and any new director whose election by the Board or whose nomination
for election by the Company's stockholders was approved by a vote of at
least two-thirds of the directors then still in office who either were
directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason
to constitute a majority thereof; or (c) the
-6-<PAGE>
stockholders of the Company approve a merger or consolidation of the
Company with any other corporation, other than a merger of consolidation
which would result in the voting securities of the company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the Company
or such surviving entity outstanding immediately after such merger or
consolidation, or the stockholders approve a plan of complete
liquidation of the company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets; or
(d) a reorganization of the Company (other than a reorganization under
the Untied States Bankruptcy Code). A "change of control" shall not
include any transaction undertaken for the purpose of reincorporating
the Company under the laws of another jurisdiction, if such transaction
does not materially affect the beneficial ownership of the Company's
capital stock.
XII. AMENDMENT
The Board may from time to time alter, amend, suspend or
discontinue the Plan, including, where applicable, any modifications or
amendments as it shall deem advisable in order to conform to any
regulation or to any change in any law or regulation applicable thereto;
provided, however, that no such action shall adversely affect the rights
and obligations with respect to Stock Options at any time outstanding
under the Plan. Subject to the foregoing, the provisions of Article V
of the Plan which set forth the number of shares of Common Stock for
which Stock Options shall be granted, the timing of Stock Option grants
and the Stock Option exercise price shall not be amended more than once
every six (6) months other than to comport with changes in the Code,
ERISA, or the rules thereunder.
XIII. REGISTRATION OF OPTIONED SHARES
The Stock Options shall not be exercisable unless the purchase
of such optioned shares is pursuant to an applicable effective
registration statement under the Securities Act of 1933, as amended (the
"Act"), or unless, in the opinion of counsel to the Company, the
proposed purchase of such optioned shares would be exempt from the
registration requirements of the Act and from the registration or
qualification requirements of applicable state securities laws.
XIV. BROKERAGE ARRANGEMENTS
The Committee, in its discretion, may enter into arrangements
with one or more banks, brokers or other financial institutions to
facilitate the disposition of shares acquired upon exercise of Stock
Options including, without limitation,
-7-<PAGE>
arrangements for the simultaneous exercise of Stock Options and sale of
the shares acquired upon such exercise.
XV. NONEXCLUSIVITY OF THE PLAN
Neither the adoption of the Plan by the Board nor the
submission of the Plan to stockholders of the Company for approval shall
be construed as creating any limitations on the power or authority of
the Board to adopt such other or additional compensation arrangements of
whatever nature as the Board may deem necessary or desirable or preclude
or limit the continuation of any other plan, practice or arrangement for
the payment of compensation or fringe benefits to Nonemployee Directors,
which the Company now has lawfully put into effect or which may be put
into effect hereafter.
XVI. EFFECTIVE DATE
This Plan was adopted by the Board of Directors on
September 16, 1994, subject to stockholder approval, and shall become
effective on the date stockholder approval is obtained.
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EXHIBIT 5.1
[LETTERHEAD OF DAVIS, GRAHAM & STUBBS, L.L.C. APPEARS HERE]
July 11, 1995
Dynamic Materials Corporation
551 Aspen Ridge Drive
Lafayette, Colorado 80026
RE: SALE OF COMMON STOCK PURSUANT TO REGISTRATION STATEMENT ON
FORM S-8 COVERING DYNAMIC MATERIALS CORPORATION NONEMPLOYEE
DIRECTOR STOCK OPTION PLAN
Ladies and Gentlemen:
We have acted as counsel to Dynamic Materials Corporation (the
"Company") in connection with the registration by the Company of 100,000
shares of Common Stock, $.05 par value (the "Shares"), described in the
Registration Statement on Form S-8 of the Company being filed with the
Securities and Exchange Commission concurrently herewith. The Shares
have been or may be issued by the Company pursuant to the Company's
Nonemployee Director Stock Option Plan (the "Plan"), which provides for
the grant of options to acquire shares of Common Stock of the Company in
accordance with the Plan. In such connection we have examined certain
corporate records and proceedings of the Company, including actions
taken by the Company's Board of Directors in respect of the
authorization and issuance of the Shares to meet the requirements of the
Plan, and such other matters as we deemed appropriate.
Based upon the foregoing, we are of the opinion that the Shares
have been duly authorized and, when issued as contemplated by the Plan
and the Registration Statement, will be legally issued, fully paid and
non-assessable shares of capital stock of the Company.
We hereby consent to be named in the Registration Statement and in
the Prospectus constituting a part thereof, as amended from time to
time, as the attorneys who will pass upon legal matters in connection
with the issuance of the Shares, and to the filing of this opinion as an
exhibit to the aforesaid Registration Statement.
Very truly yours,
DAVIS, GRAHAM & STUBBS, L.L.C.
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration statement of
our report dated February 24, 1995 included in Dynamic Materials
Corporation's Form 10-KSB for the year ended December 31, 1994 and to
all references to our firm included in this registration statement.
ARTHUR ANDERSEN LLP
Denver, Colorado
July 7, 1995
