SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
DYNAMIC MATERIALS CORPORATION
---------------------------------
(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
267888105
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(CUSIP Number)
Michel Philippe
SNPE
12, Quai Henri IV
75181 Paris Cedex 04, France
011-33-1-4804-6554
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
Pierre F. de Ravel d'Esclapon
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, NY 10019-5389
(212) 424-8000
June 14, 2000
------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [X].
Note: See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
<PAGE>
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CUSIP No. 267888105 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SNPE, Inc.
IRS Employer Identification No. 22-2651646
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
Not applicable. (b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
SNPE, Inc. is a Delaware corporation.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
--------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,763,491
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
--------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,763,491
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,763,491
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.81%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 267888105 13D Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SOFIGEXI
IRS Employer Identification No. 22-2651646
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
Not applicable. (b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
SOFIGEXI is a French corporation.
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
--------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,763,491
--------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
--------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,763,491
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,763,491
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.81%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 267888105 13D Page 4 of 7 Pages
----------------------- ---------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SNPE
IRS Employer Identification No. 22-2651646
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
Not applicable. (b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
SNPE, Inc. is a French corporation wholly owned by the government of
France.
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
--------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,763,491
--------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
--------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,763,491
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,763,491
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.81%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This Amendment Number 2 ("Amendment No. 2") to the Schedule 13D originally
filed by SNPE, Inc., SOFIGEXI, and SNPE, relates to the Common Stock, $.05 par
value (the "DMC Common Stock"), of Dynamic Materials Corporation, a Delaware
corporation, (the "Issuer"). The address of the principal executive offices of
the Issuer is 551 Aspen Ridge Drive, Lafayette, Colorado 80026. This Amendment
No. 2 is being filed to reflect certain changes to Items 2, 4, 5, 6 and 7.
Item 2. Identity and Background
The location of the principal business and offices of SNPE, Inc. has
changed, and is currently located at 101 College Road East, Princeton, New
Jersey 08540.
Item 4. Purpose of Transaction
On June 14, 2000, SNPE, Inc. and the Issuer consummated a Stock Purchase
Agreement dated as of January 20, 2000, pursuant to which SNPE, Inc. purchased
2,109,091 shares of DMC Common Stock for approximately $5.8 million, giving
SNPE, Inc. control over the Issuer; SNPE, Inc. purchased from the Issuer a
five-year, 5% Convertible Subordinated Note, convertible in whole or in part
into DMC Common Stock by SNPE, Inc. at a conversion price of $6 per share, with
an aggregate principal amount of $1.2 million and entered into a related
registration rights agreement; and SNPE, Inc. and the Issuer entered into a
Credit Facility and Security Agreement, dated as of June 14, 2000, pursuant to
which the Issuer can borrow up to $3.5 million from SNPE, Inc.
Certain executives of SNPE, Inc., SOFIGEXI and SNPE have been elected to
the board of directors of the Issuer and assumed positions as officers of the
Issuer in connection with the transaction. Bernard Hueber, Chairman and Chief
Executive Officer of Nobel Explosifs France, a wholly owned subsidiary of SNPE,
has been named to DMC's board of directors, and has been named as the Chairman
of the Board. Bernard Fontana, President of SNPE, Inc., has assumed the office
of President and Chief Executive. Mr. Fontana has also joined the board of
directors. Mr. Michel Philippe, Corporate Senior Vice-President Finance and
Legal Affairs for SNPE, and Mr. Bernard Riviere, Senior Vice President and CEO
for SNPE, each have been appointed to the board of directors in newly created
directorships.
On June 20, 2000, SNPE, Inc. purchased an additional 248,000 shares of DMC
Common Stock in a privately negotiated purchase, for an aggregate purchase price
of $405,480.
Item 5. Interest in Securities of the Issuer
(a) SNPE beneficially owns 2,763,491 shares of DMC Common Stock. This
position currently represents 55.81% of the 4,951,520 shares of DMC Common Stock
outstanding.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Other than as described in Item 4 above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2, and between such persons and any person with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guaranties of profits, division of profits or loss,
or the giving or withholding of proxies.
Page 5 of 7
<PAGE>
Item 7. Material to be Filed as Exhibits
Exhibit 1. Registration Rights Agreement by and between Dynamic Materials
Corporation and SNPE, Inc., dated as of June 14, 2000, incorporated by reference
to the same document included as Exhibit 4.1 to Current Report on Form 8-K filed
by the Issuer on June 22, 2000, under SEC File No. 08328 (the "Issuer Form
8-K").
Exhibit 2. Convertible Subordinated Note, incorporated by reference to the
same document included as Exhibit 4.2 to the Issuer Form 8-K.
Exhibit 3. Credit Facility and Security Agreement by and between SNPE, Inc.
and Dynamic Materials Corporation, dated as of June 14, 2000, incorporated by
reference to the same document included as Exhibit 10.1 to the Issuer Form 8-K.
Exhibit 4. Press Release, entitled "Acquisition of American company DMC by
SNPE" issued by SNPE.
Page 6 of 7
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
Date: June 22, 2000
SNPE, INC.
By: /s/ Bernard Fontana
-------------------------
Bernard Fontana
Chairman of the Board and
Chief Executive Officer
SOFIGEXI
By: /s/ Michel Philippe
-------------------------
Michel Philippe
Chairman
SNPE
By: /s/ Michel Philippe
-------------------------
Michel Philippe
Vice President and CFO
Page 7 of 7
<PAGE>
Index to Exhibits
Exhibit 1. Registration Rights Agreement by and between Dynamic Materials
Corporation and SNPE, Inc., dated as of June 14, 2000, incorporated by reference
to the same document included as Exhibit 4.1 to Current Report on Form 8-K filed
by the Issuer on June 22, 2000, under SEC File No. 08328 (the "Issuer Form 8-
K").
Exhibit 2. Convertible Subordinated Note, incorporated by reference to the
same document included as Exhibit 4.2 to the Issuer Form 8-K.
Exhibit 3. Credit Facility and Security Agreement by and between SNPE, Inc.
and Dynamic Materials Corporation, dated as of June 14, 2000, incorporated by
reference to the same document included as Exhibit 10.1 to the Issuer Form 8-K.
Exhibit 4. Press Release, entitled "Acquisition of American company DMC by
SNPE" issued by SNPE.
- i -
<PAGE>
Exhibit 4. Press Release
Acquisition of American company DMC by SNPE
DENVER -- SNPE of France, through its American subsidiary, SNPE Inc., has
acquired an additional 2,109,091 shares of Dynamic Materials Corp. (DMC) of the
United States (Nasdaq: BOOM), a Delaware corporation in which it already held a
14.3 percent stake (since January 2000), giving SNPE a controlling interest of
approximately 50.8 percent.
SNPE, beside its worldwide chemical business which accounts for more than 50% of
its revenues, is a leading European supplier of energetic materials for civil
and defense applications. For more than 30 years Nobelclad Europe, a division of
SNPE'S Industrial Explosives business unit, has developed and applied explosion
bonding techniques for use in the chemical, electrometallurgy, shipbuilding and
other industries.
SNPE expects that as a result of synergies resulting from the cooperation
between Nobelclad Europe and DMC's bonding division, SNPE will be able to offer
its international customers an array of metal clad products providing
competitive advantages over the weldoverlay and hot rolling processes. Through
shared research and development efforts by these divisions, SNPE expects to be
able to develop new applications for its products, extend the product range
offered to customers, enhance product and service quality and deliver effective
solutions to chemical engineering firms and other customers.
At the special meeting of stockholders of DMC, which took place in Denver
(Colorado) on Wednesday, June 14th, 2000, DMC also approved the expansion of its
Board of Directors to 7 members, including 4 new directors from SNPE. At the
meeting of the DMC Board of Directors which followed the meeting of
stockholders, Bernard HUEBER and Bernard FONTANA, two SNPE executive officers,
were elected Chairman of the Board and President and CEO of DMC, respectively.
The Board also approved an employment agreement between DMC and Joe ALLWEIN,
former President, to serve as Executive Vice President and COO of DMC.
Additional information on this transaction is included in a proxy statement
submitted by DMC to the S.E.C.
This press release contains forward-looking statements that involve risks and
uncertainties, including, but not limited to, risks detailed from time to time
in DMC's S.E.C. reports, including reports on Form 10-K for the years ended
December 31, 1999 and December 31, 1998, and reports on Form 10-Q for the
quarters ending March 31, 2000 and September 30, June 30 and March 31, 1999.
###
Press contact: Bernard Fontana
President
SNPE, Inc.
101 College Road East
Princeton, New Jersey 08540
Tel : 609 987 9424
Fax : 609 987 2767
