U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A-1
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(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended: December 31, 1995
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from to
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Commission file number: 0-8328
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DYNAMIC MATERIALS CORPORATION
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(Name of small business issuer in its charter)
COLORADO 84-0608431
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
551 ASPEN RIDGE DRIVE, LAFAYETTE 80026
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(Address of principal executive office) (Zip Code)
Issuer's telephone number (303) 665-5700
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Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.05 PAR VALUE
(Title of Class)
______________________________________________________________________
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes X No
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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this Form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III
of this Form 10-KSB or any amendments to this Form 10-KSB. [X]
State issuer's revenues for the most recent fiscal year $19,521,133.
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State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of
May 31, 1996: $9,810,014.
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State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
2,515,423 shares as of May 31, 1996.
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<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
DIRECTORS
Each of the following directors was reelected at the annual meeting
held on July 21, 1995 to serve until the next annual meeting of
shareholders or until his successor is elected and qualified.
<TABLE>
<CAPTION>
DIRECTOR POSITION
NAME AGE SINCE WITH COMPANY
---- --- -------- ------------
<S> <C> <C> <C>
Mr. Dean K. Allen. . . . . . . 59 July 1993 Director
Mr. Michael C. Hone. . . . . . 60 March 1984 Director
Mr. Edward A. Keible . . . . . 52 July 1994 Chairman of the Board
Mr. Paul Lange . . . . . . . . 44 October 1993 President, Chief Executive Officer and Director
Dr. George W. Morgenthaler . . 69 June 1986 Director
</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. 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 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.
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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 44
Officer
Mr. Craig N. Evans Secretary, Treasurer & Vice President of 47
Finance
Mr. Michael W. Beam Vice President Marketing and Sales 43
Mr. Edward G. Reineke Vice President of Operations 39
</TABLE>
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.
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 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.
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.
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ITEM 10. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
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 $100,000 or more
during fiscal 1995.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
---------
Annual Compensation<F1> Compensation
------------------------------ ------------
Securities All Other
Name and Principal Fiscal Salary Bonus Underlying Compensa-
Position Year ($) ($) Options(#) tion($)
- ----------------------- ------ ------- ------ ---------- ---------
<S> <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<F2> 12,300 15,750<F3> 50,000<F4> 529
____________________
<FN>
<F1> Perquisites, including auto allowance, were less than $50,000 or 10% of total salary and bonus.
<F2> Mr. Lange joined the Company in October 1993.
<F3> 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.
<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 exercise price on the options is $1.625 per share (the fair market value at the
date of acceptance of employment).
</TABLE>
Mr. Lange, the Company's President and Chief Executive Officer,
earned a bonus payment in 1994 and 1995 in the amount of $25,000
pursuant to the "Lange Employment Agreement." (See "Employment
Agreement"). The Company does not have a defined benefit or actuarial
plan payable upon retirement.
STOCK OPTIONS
The Company has four stock option plans, two of which have expired.
The expired plans are the "1981 Incentive Stock Option Plan" under which
officers and other key employees were granted options to acquire shares
of the Company's Common Stock, and the "1982 Non-Qualified Stock Option
Plan" under which officers and directors were granted options to acquire
shares of the Company's Common Stock. The remaining active stock option
plans are the 1992 Incentive Stock Option Plan and the 1994 Nonemployee
Director Plan.
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OPTION GRANTS
The following table sets forth information regarding the options
granted to the executive officer named in the Summary Compensation Table
above during 1995:
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Number of
Securities % of Total Options
Underlying Granted to
Options Employees in Exercise Expiration
Name Granted (#) Fiscal Year Price ($/Sh)<F1> Date
- -------------------------- ----------- ------------------ ---------------- ----------
<S> <C> <C> <C> <C>
Paul Lange 15,000 11% $2.00 1/20/00
16,000 12% $2.75 10/20/00
------ ---
31,000 23%
<FN>
<F1> Represents fair market value at date of grant.
</TABLE>
OPTION EXERCISES
The following table sets forth information regarding the options
exercised and held at year-end by the executive officer named in the
Summary Compensation Table above during 1995:
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
Number of Unexercised Securities Value of Unexercised
Underlying Options at Fiscal In-the-Money Options
Shares Year End (#) at Fiscal Year End ($)<F1>
Acquired On Value -------------------------------- -----------------------------
Name Exercise (#) Realized (#) Exercisable Unexercisable Exercisable Unexercisable
- --------------- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul Lange 0 0 32,500 78,500 $28,125 $39,375
____________________
<FN>
<F1> Based on a fair market value of $2.75 per share as of December 30, 1995.
</TABLE>
DIRECTOR COMPENSATION
During fiscal 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 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).
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 31, 1996, 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.
<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 May 31, 1996, the beneficial
ownership of the Company's Common Stock by (i) all directors, (ii) all
named executive officers and (iii) all directors 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 . . . . . . . . . . . . 95,328<F2> 3.79
University of Colorado
College of Engineering &
Applied Science Engineering Center
AD I-25
Boulder, CO 80309-0423
Common Mr. Michael C. Hone. . . . . . . . . . . . . . . . 125,058<F2><F3> 4.96
University of San Francisco
Kendrick Hall
2199 Fulton Street
San Francisco, CA 94117
Common Mr. Paul Lange . . . . . . . . . . . . . . . . . . 64,227<F2> 2.51
551 Aspen Ridge Drive
Lafayette, CO 80026
Common Mr. Dean K. Allen. . . . . . . . . . . . . . . . . 2,000<F2> /*/
551 Aspen Ridge Drive
Lafayette, CO 80026
Common Mr. Edward A. Keible . . . . . . . . . . . . . . . 21,250<F2><F4> /*/
244 Rinconada Avenue
Palo Alto, CA 94301
Common All directors and executive officers as a
group (8 persons). . . . . . . . . . . . . . . . 327,013<F2><F3><F4> 12.71
____________________
-6-<PAGE>
<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 stock options presently exercisable or
exercisable within 60 days: Dr. Morgenthaler -- 1,250 shares; Mr. Hone -- 4,750 shares; Mr. Lange -- 40,227
shares; Mr. Allen -- 2,000 shares; Mr. Keible -- 1,250 shares; all directors and executive officers as a group -
- 57,727 shares.
<F3> 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.
<F4> Includes 20,000 shares held in the Keible Living Trust, of which Mr. Keible and his wife Terry J. Keible are
Co-Trustees.
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange
Act, the Registrant caused this amendment to Form 10-KSB to be signed on
its behalf by the undersigned, thereunto duly authorized.
DYNAMIC MATERIALS CORPORATION
June 11, 1996 By Craig N. Evans
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Name: Craig N. Evans
Title: Vice President of Finance
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