<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1997
REGISTRATION NO. _______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DYNAMIC MATERIALS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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COLORADO 84-0608431
(State of Incorporation) (I.R.S. Employer Identification No.)
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551 ASPEN RIDGE DRIVE
LAFAYETTE, COLORADO 80026
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(Address of Principal Executive Offices)
1992 INCENTIVE STOCK OPTION PLAN
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(Full Title of the Plan)
RICHARD A. SANTA
VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER
DYNAMIC MATERIALS CORPORATION
551 ASPEN RIDGE DRIVE
LAFAYETTE, COLORADO 80026
(303) 665-5700
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(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
COPIES TO:
CARRIE L. SCHIFF, ESQ.
COOLEY GODWARD LLP
2595 CANYON BOULEVARD, SUITE 250
BOULDER, COLORADO 80302-6737
(303) 546-4000
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<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $.05) 250,000 $8.0725 $2,018,125.00 $611.55
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and (h)(1) based upon (i)
the weighted average of the exercise prices (ranging from $7.875 to
$9.625) of 127,750 options outstanding under the 1992 Incentive Stock
Option Plan, and (ii) $8.0625, the average of the high and low prices
of the Registrant's Common Stock on May 15, 1997, as reported on The
Nasdaq Stock Market (National Market). The following chart
illustrates our calculation of the registration fee:
<TABLE>
<CAPTION>
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TYPE OF SHARES NUMBER OF SHARES OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shares issuable pursuant
to options outstanding
under the 1992 Incentive 127,750 $8.082 $1,032,475.50
Stock Option Plan
- ----------------------------------------------------------------------------------------------------------------------
Shares issuable upon
exercise of options
available for grant 122,250 $8.0625 $985,640.63
under the 1992 Incentive
Stock Option Plan
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</TABLE>
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
<PAGE> 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Dynamic Materials Corporation (the
"Registrant") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Registrant's latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Act"), that contains audited financial statements for the Registrant's latest
fiscal year for which such statements have been filed, or (2) the Registrant's
effective registration statement on Form 10, Form 10-SB or Form 20-F filed
under the Exchange Act containing audited financial statements for the
Registrant's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the annual report,
prospectus or registration statement referred to in (a) above.
(c) The description of the Registrant's Common Stock which is
contained in a registration statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
of this registration statement from the date of filing of such reports and
documents.
DESCRIPTION OF SECURITIES
Not applicable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Article 109 of the Colorado Business Corporation Act, the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Act.
The Registrant's Articles of Incorporation provide for the elimination
of liability for monetary damages for breach of the directors' fiduciary duty
of care to the Registrant and its shareholders. This provision does not
eliminate the directors' duty of care and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief
will remain available under Colorado law. In addition, each director will
continue to be subject to liability for breach of the director's duty of
loyalty, for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for any transaction from which the
director derived an improper personal benefit, and for shareholder
distributions that are unlawful under Colorado law. The provision does not
affect a director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.
The Registrant has entered into indemnification agreements with each
of its directors and officers under which the Registrant has indemnified each
of them against expenses and losses incurred for claims brought against them by
reason of their being a director or officer of the Registrant, and the
Registrant maintains directors' and officers' liability insurance.
EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
1.
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EXHIBITS
EXHIBIT
NUMBER
4.1 Articles of Incorporation of the Company, as amended
(incorporated by reference from the Company's Registration
Statement on Form S-1 (Registration No. 33-36059)).
4.2 Bylaws of the Company, as amended (incorporated by reference
from the Company's Registration Statement on Form S-1
(Registration No. 33-36059)).
4.3 Form of certificate representing shares of Common Stock of the
Company (incorporated by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1990).
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Cooley Godward LLP (included in Exhibit 5.1).
24 Power of Attorney (included on page II-1).
99.1 1992 Incentive Stock Option Plan of the Company (incorporated
by reference from the Company's Registration Statement on Form
S-8 (Registration No. 33-84220)).
2.
<PAGE> 5
UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) 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;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability
under the Act, 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.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
2. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
3. Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
registrant, the registrant 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 registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant 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
registrant 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.
3.
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SIGNATURES
Pursuant to the requirements of the Act, the Registrant 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
Lafayette, State of Colorado, on the 16th day of May, 1997.
DYNAMIC MATERIALS CORPORATION
By: /s/ Paul Lange
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Paul Lange
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul Lange and Richard A. Santa, and
each of them, as his true and lawful attorneys-in-fact and agents, 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 all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 attorneys-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 Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ PAUL LANGE President, Chief Executive Officer and May 16, 1997
- --------------------------- Director (Principal Executive Officer)
Paul Lange
/s/ RICHARD A. SANTA Vice President of Finance, Chief Financial May 16, 1997
- --------------------------- Officer and Secretary (Principal Financial
Richard A. Santa and Accounting Officer)
/s/ DEAN K. ALLEN Director May 16, 1997
- ---------------------------
Dean K. Allen
/s/ DAVID E. BARTLETT Director May 16, 1997
- ---------------------------
David E. Bartlett
/s/ EDWARD A. KEIBLE Director May 16, 1997
- ---------------------------
Edward A. Keible
/s/ GEORGE W. MORGENTHALER Director May 16, 1997
- ---------------------------
George W. Morgenthaler
</TABLE>
II-1
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
NUMBER
<S> <C>
4.1 Articles of Incorporation of the Company, as amended (incorporated by reference from
the Company's Registration Statement on Form S-1 (Registration No. 33-36059)).
4.2 Bylaws of the Company, as amended (incorporated by reference from the Company's
Registration Statement on Form S-1 (Registration No. 33-36059)).
4.3 Form of certificate representing shares of Common Stock of the Company (incorporated
by reference from the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1990).
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Cooley Godward LLP (included in Exhibit 5.1).
24 Power of Attorney (included on page II-1).
99.1 1992 Incentive Stock Option Plan of the Company (incorporated by reference from the
Company's Registration Statement on Form S-8 (Registration No. 33-84220)).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
Cooley Godward LLP
ATTORNEYS AT LAW San Francisco, CA
415 693-2000
2595 Canyon Boulevard Palo Alto, CA
Suite 250 415 843-5000
Boulder, CO
80302-6737 Menlo Park, CA
Main 303 546-4000 415 843-5000
Fax 303 546-4099
San Diego, CA
619 550-6000
Denver, CO
303 606-4800
http://www.cooley.com
JAMES C. T. LINFIELD
303 546-4010
[email protected]
May 16, 1997
Dynamic Materials Corporation
551 Aspen Ridge Drive
Lafayette, Colorado 80026
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Dynamic Materials Corporation (the "Registrant") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to 250,000
shares of the Registrant's Common Stock, $.05 par value, pursuant to the
Registrant's 1992 Incentive Stock Option Plan (the "Plan") (the "Shares").
In connection with this opinion, we have (i) examined the Registration Statement
and the related Prospectus, and (ii) reviewed the Registrant's Articles of
Incorporation and Bylaws, as amended, and such other documents, records,
certificates, memoranda and other instruments as we deem necessary as a basis
for this opinion. We also have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof, and the due execution and delivery
of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when issued and sold in accordance with the Plan, the
Registration Statement and the related Prospectus, will be validly issued, fully
paid and nonassessable (except as to shares issued pursuant to deferred payment
arrangements, which will be fully paid and nonassessable when such deferred
payments are made in full).
<PAGE> 2
Dynamic Materials Corporation
May 16, 1997
Page 2
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ James C. T. Linfield
-----------------------------------
James C. T. Linfield
JCTL:mmc
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTS
As independent public accounts, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 5, 1997
included in Dynamic Materials Corporation's Form 10-K for the year ended
December 31, 1996 and to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
Denver, Colorado,
May 9, 1997.
