As filed with the Securities and Exchange Commission on June 29, 1998
Registration No. 333-
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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DELAWARE 840608431
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
551 ASPEN RIDGE DRIVE
LAFAYETTE, COLORADO 80026
(Address of principal executive offices)
DYNAMIC MATERIALS CORPORATION
1997 EQUITY INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
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RICHARD A. SANTA
VICE PRESIDENT OF FINANCE WITH COPIES TO:
AND CHIEF FINANCIAL OFFICER JACQUELINE STUDER, ESQ.
DYNAMIC MATERIALS CORPORATION DAVIS, GRAHAM & STUBBS LLP
551 ASPEN RIDGE DRIVE 370 SEVENTEENTH STREET, SUITE 4700
LAFAYETTE, COLORADO 80026 DENVER, COLORADO 80202
(303) 665-5700 (303) 892-9400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount Maximum Maximum
Title of Securities to be Offering Price Aggregate Amount of
to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock ($.05 par value)....... 200,000 shares $8.2187 $1,643,740 $484.91
</TABLE>
(1) Pursuant to Rule 457(c), the price per share and aggregate offering price
are based upon the average of the high and low prices of the Company's
Common Stock on June 25, 1998 as reported on The Nasdaq Stock Market.
<PAGE>
EXPLANATORY NOTE
This Registration Statement registers 50,000 shares of the common stock
(the "Common Stock"), par value $.05 per share, of Dynamic Materials Corporation
(the "Company") issuable under the Company's Employee Stock Purchase Plan. This
Registration Statement also relates to 150,000 of the 1,075,000 shares issuable
under the Company's 1997 Equity Incentive Plan. The remaining 925,000 shares
have been previously registered by Registration Statements on Form S-8 Nos.
333-35177 (275,000 shares), 33-84220 (300,000 shares), 33-60975 (100,000
shares), and 333-27347 (250,000 shares).
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
DYNAMIC MATERIALS CORPORATION (the "Company") hereby states that the
following documents filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated or deemed to be incorporated in this
Registration Statement by reference as of their date of filing with the
Commission:
(a) The Company's Annual Report on Form 10-KSB for the year ended December
31, 1997, filed with the Commission on March 31, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the period ended March
31, 1998 filed with the Commission on May 15, 1998.
(c) The Company's Proxy Statement for the 1998 Annual Meeting of
Stockholders filed with the Commission on April 22, 1998.
(d) The Company's Current Report on Form 8-K, dated January 28, 1998 and
filed with the Commission on February 5, 1998.
(e) The Company's Current Report on Form 8-K, dated March 18, 1998 and
filed with the Commission on April 2, 1998.
(f) The Company's Current Report on Form 8-K/A, dated March 18, 1998 and
filed with the Commission on June 1, 1998.
(g) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1, filed with the Commission pursuant
to the Securities Act of 1933, as amended (the "Securities Act"), including any
amendments or reports filed for the purpose of updating such description.
(h) All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 ("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, are also incorporated herein
by reference and shall be a part hereof from the date of the filing of such
documents.
Any statement contained in a document incorporated by, 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
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<PAGE>
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.
None.
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law, the Company has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act.
The Company's Certificate of Incorporation provides for the elimination of
liability for monetary damages for breach of the directors' fiduciary duty of
care to the Company and its stockholders. These provisions do 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 Delaware law. In addition, each director will continue to subject to
liability for breach of the director's duty of loyalty to the Company, 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 payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware 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.
Article XI of the Company's bylaws provides that the Company shall
indemnify its directors and executive officers to the fullest extent not
prohibited by Delaware law. In addition, the Company has entered into indemnity
agreements with each of its directors and certain officers which provide that
such persons will be indemnified in certain circumstances.
The Company has entered into indemnification agreements with certain of
its directors and officers under which the Company 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 Company, and the Company maintains
directors' and officers' liability insurance.
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE>
8. EXHIBITS
4.1 Certificate of Incorporation of the Company (incorporated by
reference to Exhibit B to the Company's definitive proxy statement
filed July 14, 1997, relating to the Company's August 14,
1997 special meeting of shareholders).
4.2 Bylaws of the Company (incorporated by reference to Exhibit C to the
Company's definitive proxy statement filed July 14, 1997, relating
to the Company's August 14, 1997 special meeting of shareholders).
4.3 Form of certificate representing shares of Common Stock of the
Registrant (incorporated by reference from the Registrant's
Quarterly Report on Form 10- QSB for the quarter ended September 30,
1997).
5.1 Opinion of Davis, Graham & Stubbs LLP, as to the legality of the
issuance of the Shares.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Davis, Graham & Stubbs LLP (see Exhibit 5.1).
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,
each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered herein, 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 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
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<PAGE>
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Lafayette, State of Colorado, on this 25th day
of June, 1998.
DYNAMIC MATERIALS CORPORATION
By: /s/P. 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 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/P. Lange
- ------------------------------ Chairman, President and Chief June 25, 1998
Paul Lange Executive Officer
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<PAGE>
/s/Richard A. Santa
- ------------------------------ Vice President of Finance, June 25, 1998
Richard A. Santa Chief Financial Officer,
Secretary, Principal Financial
and Accounting Officer
/s/Dean K. Allen
- ------------------------------ Director June 26, 1998
Dean K. Allen
/s/David Bartlett
- ------------------------------ Director June 25, 1998
David Barlett
/s/George W. Morgenthaler
- ------------------------------ Director June 25, 1998
George W. Morgenthaler
- ------------------------------ Director June , 1998
Michael C. Franson --
- ------------------------------ Director June , 1998
Michael W. Beam --
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<PAGE>
EXHIBIT INDEX
Exhibit
No. Description Page No.
- -------------------------------------------------------------------------------
4.1 Certificate of Incorporation of the Company (incorporated by
reference to Exhibit B to the Company's definitive proxy statement
filed July 14, 1997, relating to the Company's August 14,
1997 special meeting of shareholders).
4.2 Bylaws of the Company (incorporated by reference to Exhibit C to the
Company's definitive proxy statement filed July 14, 1997, relating
to the Company's August 14, 1997 special meeting of shareholders).
4.3 Form of certificate representing shares of Common Stock of the
Registrant (incorporated by reference from the Registrant's
Quarterly Report on Form 10-QSB for the quarter ended September 30,
1997).
5.1 Opinion of Davis, Graham & Stubbs LLP as to the legality of
issuance of the Shares.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Davis, Graham & Stubbs LLP (see Exhibit 5.1).
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June 29, 1998
Dynamic Materials Corporation
551 Aspen Ridge Drive
Lafayette, Colorado 80026
RE: REGISTRATION ON FORM S-8 OF 150,000 SHARES OF COMMON STOCK TO BE
ISSUED PURSUANT TO THE DYNAMIC MATERIALS CORPORATION 1997 EQUITY
INCENTIVE PLAN AND 50,000 SHARES OF COMMON STOCK TO BE ISSUED
PURSUANT TO THE DYNAMIC MATERIALS CORPORATION EMPLOYEE STOCK
PURCHASE PLAN.
Ladies and Gentlemen:
We have acted as counsel to Dynamic Materials Corporation, a Delaware
corporation (the "Company"), in connection with the registration by the Company
of 200,000 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. Of the 200,000 Shares
to be registered, 150,000 of the Shares will be issued pursuant to the Company's
1997 Equity Incentive Plan (the "Equity Incentive Plan") and 50,000 of the
Shares will be issued pursuant to the Company's Employee Stock Purchase Plan
(the "Purchase Plan"). In such connection, we have examined certain corporate
records and proceedings of the Company, including actions taken by the Company
in respect of the authorization and issuance of the Shares, and such other
matters as we deemed appropriate.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when sold as contemplated by the Equity Incentive Plan and
the Purchase Plan, as applicable, and the Registration Statement, will be
validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
above-mentioned Registration Statement.
Sincerely,
/s/DAVIS, GRAHAM & STUBBS LLP
EXHIBIT 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 5, 1998,
on Dynamic Materials Corporation included in Dynamic Materials Corporation's
Form 10-KSB for the year ended December 31, 1997, and our report dated April 21,
1998, on Spin Forge LLC included in Dynamic Materials Corporation's Form 8-K/A
dated March 18, 1998, and to all references to our firm included in this
registration statement.
/S/ARTHUR ANDERSEN LLP
Denver, Colorado
June 29, 1998
