<PAGE> 1
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 or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
DYNAMIC MATERIALS CORPORATION
551 ASPEN RIDGE DRIVE
LAFAYETTE, COLORADO 80026
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
ANNUAL MEETING TO BE HELD OCTOBER 24, 1996
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 Company's offices at
551 Aspen Ridge Drive, Lafayette, Colorado 80026 on Thursday, October 24, 1996
at 10:00 a.m., Mountain Time, or any adjournment or postponement thereof, for
the following purposes:
1. To elect six directors to hold office until the next annual meeting
of shareholders or until their successors are duly elected and qualified.
2. To ratify 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 September 10, 1996 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 September 10,
1996 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
PAUL LANGE
President, Chief Executive
Officer and Secretary
Lafayette, Colorado
September 17, 1996
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE SIX NOMINEES FOR
DIRECTORS AND FOR THE SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT
ACCOUNTANTS.
<PAGE> 3
DYNAMIC MATERIALS CORPORATION
551 ASPEN RIDGE DRIVE
LAFAYETTE, COLORADO 80026
---------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 24, 1996
---------------------
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 1996 Annual Meeting of Shareholders of the Company
to be held on Thursday, October 24, 1996 at 10:00 a.m. Mountain Time, at the
Company's offices located at 551 Aspen Ridge Drive, Lafayette, Colorado 80026,
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 September 17, 1996.
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 ratification of 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
September 10, 1996, 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 2,530,672 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 prior to its being voted at the Annual Meeting. 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 each of the nominees for director and FOR the selection of Arthur
Andersen LLP as the Company's independent 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.
1
<PAGE> 4
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.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE
- ---------------------------------------- --- -------------
<S> <C> <C>
Mr. Dean K. Allen....................... 59 July 1993
Mr. David E. Bartlett................... 44 Nominee
Mr. Michael C. Hone..................... 60 March 1984
Mr. Edward A. Keible.................... 52 July 1994
Mr. Paul Lange.......................... 44 October 1993
Dr. George W. Morgenthaler.............. 69 June 1986
</TABLE>
MR. DEAN K. ALLEN. Mr. Allen has served the Company as a director since
July 1993. Mr. Allen is President of Parsons Europe, Middle East and South
Africa, a position he has held since April 1996. Mr. Allen was Vice President
and General Manager of Raytheon Engineers and Constructors, Europe, from
February 1994 to December 1995. 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 Executive Vice President of Fluor Corporation from 1984 to 1989.
MR. DAVID E. BARTLETT. Mr. Bartlett has been nominated to the Board. Mr.
Bartlett is a partner in the Boulder office of the law firm of Cooley Godward
Castro Huddleson & Tatum and has been with the firm since 1987. Prior to joining
Cooley Godward, Mr. Bartlett was in-house counsel at Storage Technology
Corporation for three years.
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. Mr. Keible served as Director of the
American Electronics Association from 1990 to 1993 and as the Chairman of the
2
<PAGE> 5
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 had been Vice President and
General Manager, Engineered Materials Group of Engelhard Corporation, Director
at Englehard/Hankuk and Chairman of the Board of Englehard Canada, from 1989 to
1993. 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 serve as executive officers of the Company. Each
executive officer is elected annually by the Board of Directors and serves at
the pleasure of the Board.
<TABLE>
<CAPTION>
NAME POSITION AGE
- ------------------------------ ---------------------------------------------- ---
<S> <C> <C>
Mr. Paul Lange Director, President and Chief Executive
Officer 44
Mr. Michael W. Beam Vice President Marketing and Sales 44
Mr. Edward G. Reineke Vice President of Operations 39
</TABLE>
MR. PAUL LANGE. See above.
MR. MICHAEL W. BEAM. Mr. Beam has been employed by the Company since April
3, 1995. Prior to joining the Company, Mr. Beam was Director of Worldwide Sales
Indium Corporation from 1990. From 1979 to 1990, Mr. Beam was employed by Texas
Instruments, Incorporated's Metallurgical Materials Division in a variety of
sales and marketing positions.
MR. EDWARD G. REINEKE. Mr. Reineke has been employed by the Company since
April 1986. Mr. Reineke became Vice President of Operations effective January 1,
1996. Prior to becoming Vice President of Operations, he held the positions of
Senior Development Engineer, Engineering Manager, New Business Development
Manager and Director of Operations. He was formerly employed by the New Mexico
Institute of Mining and Technology as a research technician, and at Conoco as a
metallurgical engineer.
Section 16(a) Compliance
Section 16(a) of the Securities Act of 1934 requires executive officers,
directors and persons who beneficially own more than 10% 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 10% or more 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.
Based solely upon a review of the copies of such forms furnished to the
Company from executive officers, directors and 10% 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 except that Mr. Beam was late in
filing his Form 3.
3
<PAGE> 6
II. COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings during 1995. 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 1995, the audit committee, comprised of Mr. Keible and Mr. Hone,
held two meetings. 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, comprised of Messrs. Hone, Morgenthaler and
Allen, held one meeting during 1995. 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, comprised of Mr. Keible, Dr. Morgenthaler and
Mr. Allen, held two meetings during 1995. 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.
III. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Executive Compensation
The following Summary Compensation Table includes individual compensation
for the chief executive officer of the Company. No other executive officer
earned a salary and bonus aggregating $100,000 or more during fiscal 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION(1) -------------------------
------------------------------ RESTRICTED SECURITIES ALL OTHER
NAME AND FISCAL SALARY BONUS STOCK UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) AWARD($) OPTIONS(#) ($)
- ---------------------------- ------ ------- ------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Paul Lange.................. 1995 158,250 25,000 -- 31,000 612
President and Chief 1994 150,000 25,000 -- 30,000 1,249
Executive Officer 1993(2) 12,300 15,750(3) 81,250(4) 50,000(5) 529
</TABLE>
- ---------------
(1) Perquisites, including auto allowance, were less than $50,000 or 10% of
total salary and bonus.
(2) Mr. Lange joined the Company in October 1993.
(3) Upon acceptance of employment, Mr. Lange received 10,000 shares of Common
Stock at a cost to Mr. Lange of $.05 per share (par value). The shares are
owned by Mr. Lange subject to no vesting and to no other restrictions other
than Rule 144 of the Securities Act of 1933. The value of such shares at
December 29, 1995 was $27,500.
(4) Represents the value as of the date of grant of 50,000 shares of restricted
stock. The restriction lapses on a daily basis over a four-year period
commencing on the date of acceptance of employment. The dollar value as of
year-end 1995 of such shares was $137,500, based on a December 29, 1995
stock price of $2.75 per share.
(5) 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 exercise
price of the options is $1.625 per share (the fair market value at the date
of acceptance of employment).
4
<PAGE> 7
Mr. Lange, the Company's President and Chief Executive Officer, earned a
bonus payment in 1994 and 1995 in the amount of $25,000 pursuant to the "Lange
Employment Agreement." (See "Employment Agreement"). The Company does not have a
defined benefit or actuarial plan payable upon retirement.
Stock Options
The Company has four stock option plans, two of which have expired. The
expired plans are the "1981 Incentive Stock Option Plan" under which officers
and other key employees were granted options to acquire shares of the Company's
Common Stock, and the "1982 Non-Qualified Stock Option Plan" under which
officers and directors were granted options to acquire shares of the Company's
Common Stock. The remaining active stock option plans are the 1992 Incentive
Stock Option Plan and the 1994 Nonemployee Director Plan.
Option Grants
The following table sets forth information regarding the options granted to
the executive officer named in the Summary Compensation Table above during 1995:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL OPTIONS
SECURITIES GRANTED TO
UNDERLYING OPTIONS EMPLOYEES IN EXERCISE EXPIRATION
NAME GRANTED(#) FISCAL YEAR PRICE($/SH) DATE
-------------------------- ------------------ ------------------ ----------- ----------
<S> <C> <C> <C> <C>
Paul Lange................ 15,000 10.8% $2.00 1/20/00
16,000 11.5% $2.75 10/20/00
------- -------
31,000 22.3%
</TABLE>
- ---------------
(1) Represents the fair market value at date of grant.
Option Exercises
The following table sets forth information regarding the options exercised
and held at year-end by the executive officer named in the Summary Compensation
Table above during 1995:
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED
SECURITIES UNDERLYING VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
SHARES YEAR END(#) FISCAL YEAR END($)(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul Lange..... 0 0 36,610 74,390 $32,749 $34,751
</TABLE>
- ---------------
(1) Based on a fair market value of $2.75 per share as of December 29, 1995.
Director Compensation
During 1995 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 a three-year 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
5
<PAGE> 8
receive such salary for the remaining term of the agreement. In accordance with
the terms of the Lange Employment Agreement, (i) in 1994 Mr. Lange received a
cash bonus of $25,000, and (ii) at the inception of his employment, Mr. Lange
received 10,000 shares of Common Stock at a purchase price of $.05 per share,
and an option to purchase 50,000 shares of Common Stock at an exercise price
equal to the fair market value on the date of grant ($1.625 per share) and
50,000 shares of restricted stock.
IV. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of August 31, 1996, the stock ownership
of all persons known by the Company to be beneficial owners of more than 5% of
the Company's Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND
TITLE NATURE OF
OF BENEFICIAL PERCENT
CLASS NAME AND ADDRESS OF BENEFICIAL OWNER OWNER(1) OF CLASS
- ------- -------------------------------------------------- ---------- --------
<S> <C> <C> <C>
Common OKABENA Partners V-6.............................. 312,000 12.34
422 IDS Center
Minneapolis, MN 55402
Common William F. Sharp.................................. 141,563 5.60
4004 Canter Court
Valrico, FL 33594
Common Heartland Advisors, Inc........................... 250,000 9.89
790 North Milwaukee Street
Milwaukee, WI 53202
</TABLE>
- ---------------
(1) All shares are owned directly, and the owner has sole voting and investment
power.
The following table sets forth, as of August 31, 1996, the beneficial
ownership of the Company's Common Stock by (i) all directors and nominees, (ii)
the executive officer named in the Summary Compensation Table and (iii) all
directors, nominees and executive officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND
TITLE NATURE OF
OF NAME AND ADDRESS OF BENEFICIAL PERCENT
CLASS DIRECTOR/NOMINEE/EXECUTIVE OFFICER OWNER(1) OF CLASS(%)
- ------- ----------------------------------------------- ---------- -----------
<S> <C> <C> <C>
Common Dr. George W. Morgenthaler..................... 95,828(2) 3.79
University of Colorado
College of Engineering & Applied Science
Engineering Center
AD I-25
Boulder, CO 80309-0423
Common Mr. Michael C. Hone............................ 126,808(2)(3) 5.00
University of San Francisco
Kendrick Hall
2199 Fulton Street
San Francisco, CA 94117
Common Mr. Paul Lange................................. 125,724(2) 4.78
551 Aspen Ridge Drive
Lafayette, CO 80026
Common Mr. Dean K. Allen.............................. 4,250(2) *
551 Aspen Ridge Drive
Lafayette, CO 80026
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
AMOUNT AND
TITLE NATURE OF
OF NAME AND ADDRESS OF BENEFICIAL PERCENT
CLASS DIRECTOR/NOMINEE/EXECUTIVE OFFICER OWNER(1) OF CLASS(%)
- ------- ----------------------------------------------- ---------- -----------
<S> <C> <C> <C>
Common Mr. David E. Bartlett.......................... 0 *
2595 Canyon Boulevard, Suite 250
Boulder, CO 80302
Common Mr. Edward A. Keible........................... 21,250(2)(4) *
244 Rinconada Avenue
Palo Alto, CA 94301
Common All directors, nominees and executive officers
as a group (8 persons)....................... 402,359(2) 15.12
</TABLE>
- ---------------
* Less than 1%.
(1) Unless otherwise indicated, all shares are owned directly, and the owner has
sole voting and investment power.
(2) Includes the following shares of Common Stock which are the subject of
presently exercisable stock options: Dr. Morgenthaler -- 1,750 shares; Mr.
Hone -- 6,500 shares; Mr. Lange -- 101,724 shares; Mr. Allen -- 4,250
shares; Mr. Keible -- 1,250 shares; and all directors and officers as a
group -- 133,974 shares.
(3) Amount includes 59,660 shares held by a profit sharing plan and 10,000
shares held by a trust of which Mr. Hone is a trustee.
(4) All 20,000 shares are held in the Keible Living Trust, of which Mr. Keible
and his wife Terry J. Keible are Co-Trustees.
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 has served as the Company's independent
public accounts since 1991 and has been engaged as the Company's independent
accountants for the year ended December 31, 1996. 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, as
supplemented by Form 10-KSB/A-1, under the Securities Exchange Act of 1934 for
the fiscal year ended December 31, 1995. 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 and 10-KSB/A-1 for the year ended December
31, 1995, including the financial statements and the schedules thereto, without
charge. Any such written request may be addressed to Secretary, Dynamic
Materials Corporation, 551 Aspen Ridge Drive, Lafayette, Colorado 80026.
7
<PAGE> 10
SHAREHOLDERS' PROPOSALS
It is expected that the next annual shareholders' meeting will be held July
1, 1997. Any proposals intended to be presented at such meeting must be received
at the Company's offices no later than March 1, 1997. Such proposals should be
sent to 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 Annual Meeting. However, if any other matters should properly come
before the Annual 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
PAUL LANGE
President, Chief Executive Officer
and Secretary
Lafayette, Colorado
September 17, 1996
8
<PAGE> 11
- --------------------------------------------------------------------------------
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 Paul Lange, Michael W. Beam and Edward G.
Reineke, and each of them, 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 551 Aspen Ridge Drive, Lafayette, Colorado
80026 on Thursday, October 24, 1996 at 10:00 a.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:
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS / / FOR all nominees (except as / / WITHHOLD AUTHORITY to vote
marked to the contrary below) for all nominees listed below
</TABLE>
George W. Morgenthaler, Michael C. Hone, Dean K. Allen, Paul Lange, Edward A.
Keible, David E. Bartlett.
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
<TABLE>
<S> <C> <C>
/ / FOR selection of Arthur Andersen LLP / / AGAINST selection of Arthur Andersen LLP / / ABSTAIN
</TABLE>
3. THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
(Continued and to be signed on the reverse side)
- --------------------------------------------------------------------------------
<PAGE> 12
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(Continued from other 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 _____________________ , 1996
_________________________________
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.
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