SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DYNAMIC MATERIALS CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
267888105
(CUSIP Number)
Michel Philippe
SNPE
12, Quai Henri IV
75181 Paris Cedex 04, France
011-33-1-4804-6554
(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
January 20, 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))
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CUSIP No. 267888105 13D Page 2 of 10 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 406,400
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 406,400
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
406,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.30%
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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 10 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.
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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
SOFIGEXI is a French corporation.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 406,400
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 406,400
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
406,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.30%
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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 4 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SNPE
IRS Employer Identification No.
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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 is a French corporation wholly owned by the government of France.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 406,400
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 406,400
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
406,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.30%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This Amendment Number 1 ("Amendment No. 1") 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. 1 is being filed to reflect certain changes to Items 4, 5, 6 and 7.
Item 4. Purpose of Transaction
On January 20, 2000, SNPE, Inc. and the Issuer entered into a Stock
Purchase Agreement, pursuant to which SNPE, Inc. will acquire 2,109,091 newly
issued shares (the "Shares") of DMC Common Stock for approximately $5,800,000.
In connection with the purchase of the Shares, the Issuer will also issue to
SNPE, Inc. a convertible subordinated note (the "Note") with an aggregate
principal amount of $1,200,000, that is convertible into 200,000 shares of DMC
Common Stock at a conversion price of $6 per share for a period of five years
from issuance. The terms of the transaction are set forth in the Stock Purchase
Agreement, the Note and a related registration rights agreement (the
"Registration Rights Agreement"). Upon the consummation of the transaction,
SNPE, Inc. will own at least 50.1% of the DMC Common Stock, will control at
least four of the seven directorships and will be in control of the Issuer. As
is described more fully in the SNPE press release, attached hereto as Exhibit 4
and incorporated herein by reference, SNPE believes that through its acquisition
of control of the Issuer, extensive synergies will be realized. The following
descriptions of the Stock Purchase Agreement, the Note and the Registration
Rights Agreement do not purport to be complete and are qualified in their
entirety by reference to the Stock Purchase Agreement, the Note and the
Registration Rights Agreement, copies of which are attached hereto as Exhibits
1, 2 and 3 and are incorporated herein by reference.
The consummation of the transaction (the "Closing") is subject to customary
conditions including, without limitation, the approval of the stockholders of
the Issuer by vote; the expiration or early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 as amended, and
the receipt of all necessary governmental and third party approvals and
consents. The Closing shall take place on the earlier of May 15, 2000 and the
date on which all of the closing conditions set forth in the Stock Purchase
Agreement are satisfied (the "Closing Date"). At the Closing, the Issuer will
issue the Shares to SNPE, Inc. and SNPE, Inc. will pay $5.8 million to the
Issuer. Also at the Closing, the Issuer will issue the Note to SNPE, Inc., and
SNPE, Inc. shall pay $1.2 million to the Issuer.
Covenants. Each of SNPE, Inc. and the Issuer has agreed to obtain all
necessary consents and approvals, to provide the other party with full access to
information, and to notify the other party of any material changes or
developments with respect to its business. Pending Closing, the Issuer has
agreed to conduct its business consistent with past practices and to use
reasonable best efforts to preserve its business organization and relationships
intact, to amend its Bylaws to effect changes in the composition of the Board of
Directors effective as of the Closing Date which are required by the Stock
Purchase Agreement, and to issue the Note and enter into the Registration Rights
Agreement. Pursuant to the Stock Purchase Agreement, as of the Closing Date, the
Board of Directors of the Issuer will be expanded from five directors to seven,
two of the existing directors will resign, and four new directors will be
appointed by SNPE, Inc., which new directors will then constitute a majority of
the Board.
The Issuer has agreed that it will not, prior to the Closing Date take or
agree to take any action that would have a Material Adverse Effect (as defined
in the Stock Purchase Agreement) on the Issuer, issue additional Indebtedness
(as defined in the Stock Purchase Agreement) with a maturity of more than one
year from the date of the Stock Purchase Agreement, or change the composition of
its Board of Directors, except as described above. SNPE, Inc. has agreed to use
reasonable efforts to cause the Issuer to maintain until July 1, 2002 directors'
and officers' liability insurance in amounts and coverages comparable to that
currently maintained by the Issuer at a cost not to exceed 125% of the annual
premium currently paid by the Issuer.
Page 5 of 10
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Solicitation. The Issuer has agreed that prior to the Closing Date it will
not, without the prior written consent of SNPE, Inc. directly or indirectly,
solicit, initiate or participate in any way in negotiations or discussions, or
provide any information or assistance to or enter into an agreement with any
other party with regard to a possible acquisition, merger, consolidation,
liquidation, dissolution, disposition of assets or any other transaction that
would result in the transfer (other than in the ordinary course of business) of
any part of the business or assets of or equity interest in the Issuer, or
assist or participate in, facilitate or encourage any other party to attempt to
do the foregoing. These restrictions do not apply to transactions which would
not result in the disposition of a material amount of a party's capital stock or
assets. In addition, if the Issuer receives an unsolicited Acquisition Proposal
(as defined in the Stock Purchase Agreement), or an unsolicited inquiry
reasonably likely to result in the making of an Acquisition Proposal, from a
party reasonably believed by the Board after consultation with its financial
advisors to have the financial resources to consummate an Acquisition Proposal,
and the Board believes in good faith, following consultation with outside
counsel, that it is necessary to do so in order to comply with fiduciary duties
to stockholders under applicable law, the Board may participate in discussions
regarding such Acquisition Proposal or furnish information regarding the Issuer
and its business to the party making such unsolicited Acquisition Proposal or
inquiry pursuant to an appropriate confidentiality agreement, subject to the
payment of a termination fee and SNPE's expenses if such Acquisition Proposal is
accepted, as described more fully under "Termination" below. If the Issuer
receives, directly or indirectly, from any party other than Buyer any
Acquisition Proposal, the Issuer must promptly notify Buyer.
Conditions. The Stock Purchase Agreement requires customary conditions to
closing to be satisfied or waived. The obligations of SNPE, Inc. under the Stock
Purchase Agreement are subject to the Issuer's fulfilling certain additional
conditions, including:
(i) approval by the Issuer's stockholders of the Stock Purchase Agreement
and the transactions contemplated thereby, as required by applicable
law;
(ii) amendment by the Issuer of its Shareholder Rights Plan to exempt from
the provisions triggering exercise of the share purchase rights (a)
the acquisition by SNPE, Inc. of the Shares to be issued in connection
with the transaction and (b) any other purchase of DMC Common Stock
deemed necessary by SNPE, Inc. to maintain legal and beneficial
ownership of not less than 50.1% of the DMC Common Stock (excluding
the number of shares which SNPE, Inc. may acquire upon conversion of
the Note);
(iii)performance by the Issuer of additional subsurface environmental
investigations regarding Hazardous Materials (as defined in the Stock
Purchase Agreement) at the Issuer's Mount Braddock, Pennsylvania
property and completion of any required remediation;
(iv) purchase by the Issuer of environmental insurance on terms and
covering sites set forth in the Stock Purchase Agreement, and
obtaining by the Issuer of any required transfers or renewals of, or
applications for, Environmental Permits (as defined in the Stock
Purchase Agreement); and
(v) ownership by SNPE, Inc. following the Closing of the transaction of
not less than 50.1% of the outstanding DMC Common Stock (without
regard to the Common Stock which may be acquired by SNPE upon
conversion of the Note).
Termination. The Stock Purchase Agreement may be terminated at any time
prior to the closing:
(i) by the mutual written consent of the Issuer and SNPE, Inc.;
(ii) by either the Issuer or SNPE, Inc. if:
Page 6 of 10
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- the closing does not occur on or before May 15, 2000, except that
this right is not available to a party that is in material breach
of the agreement or whose failure to fulfill an obligation under
the agreement is the cause of the effective time failing to occur
on or before May 15, 2000;
- the transaction is prohibited by any governmental authority of
competent jurisdiction; or
- prior to closing either party is in material breach of any
representation, warranty or covenant in the agreement and the
breach is not cured within 10 days of notice of such breach,
except that this right is not available to any party this is in
material breach of the agreement or to SNPE, Inc. if the
aggregate effect of breaches by the Issuer would result in an
adverse effect on the Issuer of less than $1.5 million.
(iii) by the Issuer if:
- its board of directors exercises its fiduciary duties to
stockholders in a manner consistent with certain provisions of
the Stock Purchase Agreement as described in the following
section, "Termination Fees and Expenses"; or
(iv) by SNPE, Inc. if:
- the board of directors of the Issuer (a) withdraws, modifies or
changes, in any manner adverse to SNPE, Inc., its approval or
recommendation of the Stock Purchase Agreement, (b) recommends to
the stockholders an Acquisition Proposal (as described above) or
(c) fails to recommend against a tender offer for 20% or more of
the outstanding DMC Common Stock.
Under certain circumstances, as described below, the Issuer may be required to
pay to SNPE, Inc. termination fees and expenses:
(i) If the Issuer terminates the Stock Purchase Agreement because its
board of directors determines that its fiduciary duty to its
stockholders makes it necessary to accept an Acquisition Proposal (as
described above), the Issuer will pay to SNPE, Inc. a termination fee
equal to $250,000 plus any documented expenses incurred by SNPE, Inc.
(ii) SNPE, Inc. may terminate the Stock Purchase Agreement if the Issuer's
board of directors (a) withdraws, modifies or changes, in any manner
adverse to SNPE, Inc. its approval or recommendation of the Stock
Purchase Agreement, (b) recommends to the stockholders an Acquisition
Proposal or (c) fails to recommend against a tender offer for 20% or
more of the outstanding DMC Common Stock. If SNPE, Inc. terminates the
Stock Purchase Agreement for any of those reasons, and the Issuer
enters into a definitive acquisition, merger or similar agreement to
effect an acquisition proposal within one year of the date of
termination, then the Issuer must pay to SNPE, Inc. its documented
expenses and the $250,000 termination fee.
(iii)If the Issuer or SNPE, Inc. terminates the Stock Purchase Agreement
because the Issuer's stockholders do not approve the Stock Purchase
Agreement, and at the time of such failure to approve, a third party
has made a public announcement or communicated to the Issuer or its
stockholders concerning an Acquisition Proposal that
Page 7 of 10
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has not been rejected by the Issuer and withdrawn or terminated by the
party making it, and if the Issuer enters into a definitive agreement
to effect an Acquisition Proposal within one year of the date of the
termination, then the Issuer has agreed to pay SNPE, Inc. its
documented expenses plus the $250,000 termination fee.
Convertible Subordinated Note
In connection with the sale of the Shares to SNPE the Issuer will issue the
Note to SNPE, Inc. The Note is in the principal amount of $1.2 million and bears
interest at the rate of 5% per annum, payable quarterly in arrears on each March
30, June 30, September 30 and December 30, with the principal and all accrued
interest due and payable on the date which is five years from the Closing Date.
The Note is convertible by SNPE, Inc. at any time prior to its maturity, in
whole or in part, into shares of DMC Common Stock at a conversion price of $6.00
per share of DMC Common Stock, subject to adjustment from time to time to avoid
dilution.
Payment by the Issuer of principal and interest on the Note is subordinated
to the prior payment in full of all indebtedness of the Issuer pursuant to its
bank credit lines and its industrial development revenue bonds, as described in
the Note (collectively, the "Senior Indebtedness"). SNPE, Inc. is subrogated
equally and ratably to the rights of the holders of the Senior Indebtedness.
Should the Issuer engage in a reclassification or change of the outstanding DMC
Common Stock, any consolidation or merger in which the Issuer is not the
surviving corporation, or any sale or conveyance of all or substantially all of
its business or property, the Issuer or its successor shall, as a precondition
to such event, provide SNPE, Inc. with a new note evidencing rights in respect
of the resulting entity similar to those provided in the Note. The Issuer may
prepay the Note, in whole or in part, without premium or penalty.
Registration Rights Agreement
Within five years following the date of the Registration Rights Agreement,
any party holding or having the right to acquire at least 50% of the DMC Common
Stock issued pursuant to the Stock Purchase Agreement and issuable upon
conversion of the Note may make a written request (a "Demand") for registration
under the Securities Act of 1933 (the "Securities Act") of a specified number of
shares of such DMC Common Stock, and other holders of such DMC Common Stock
shall have the right to include all or a portion of such DMC Common Stock owned
by them in such registration (collectively, the "Demand Shares"). The Issuer is
not required to effect more than two Demand registrations.
If the Issuer is eligible to use a short-form registration statement for
registering securities for public sale, the party making a Demand may request
that any registration statement effected pursuant to a Demand be effected on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act. In such
event, the Issuer shall keep such registration statement effective until the
earlier of (i) the date on which all of the Demand Shares under such
registration statement have been disposed of or (ii) 180 days after such
registration statement is declared effective.
If, after the transaction, the Issuer registers under the Securities Act
any of its equity securities other than the DMC Common Stock owned by SNPE,
Inc., then SNPE, Inc. may require the Issuer to register SNPE, Inc.'s shares
with the same registration.
Item 5. Interest in Securities of the Issuer
(a) SNPE beneficially owns 406,400 shares of DMC Common Stock. This
position currently represents 14.30% of the 2,842,429 shares of DMC Common Stock
outstanding.
Page 8 of 10
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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.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Stock Purchase Agreement Dated as of January 20, 2000 between
Dynamic Materials Corporation and SNPE, Inc., incorporated by reference to the
same document included as Exhibit 10.1 to Current Report on Form 8-K filed by
the Issuer on January 31, 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. Registration Rights Agreement, incorporated by reference to the
same document included as Exhibit 4.1 to the Issuer Form 8-K.
Exhibit 4. Press Release, entitled "SNPE plans acquisition of American
company DMC" issued by SNPE.
Page 9 of 10
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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: January 31, 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 10 of 10
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Index to Exhibits
Exhibit 1. Stock Purchase Agreement Dated as of January 20, 2000 between
Dynamic Materials Corporation and SNPE, Inc., incorporated by reference to the
same document included as Exhibit 10.1 to Current Report on Form 8-K filed by
the Issuer on January 31, 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. Registration Rights Agreement, incorporated by reference to the
same document included as Exhibit 4.1 to the Issuer Form 8-K.
Exhibit 4. Press Release, entitled "SNPE plans acquisition of American
company DMC" issued by SNPE.
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<PAGE>
Exhibit 4. Press Release
Communication January 18, 2000
SNPE plans acquisition of American company DMC
January 18, 2000. Through its American subsidiary SNPE Inc, Groupe SNPE of
France has signed an agreement with Dynamic Materials Corp. (Nasdaq: BOOM), in
which SNPE will take control of DMC by subscribing to a reserved share issue.
This transaction should be completed in 2000' second quarter, once contingent
conditions have been satisfied, and following approval by DMC shareholders.
SNPE is the leading European supplier of energetic materials for civil and
defense applications. Through Nobelclad, a division of Group subsidiary Nobel
Explosifs France, SNPE is the European leader of the explosion cladding market.
For more than 30 years, Nobelclad has developed and applied explosion metal
cladding techniques for chemicals, electrochemistry, electrometallurgy
shipbuilding and other industries.
Through Nobelclad's and DMC's Bonding Division extensive synergies, SNPE will be
able to offer its international customers an wide range of clad-metal products
offering a competitive advantage over weldoverlay and hotrolling processes.
The two companies will also be able to pool their research & development
resources in order to develop new applications and extend the product lines
offered to their customers. At the same time, international marketing will be
revamped to enhance product and service quality, and deliver fast, effective
solutions to engineering firms and other customers.
All additional information on this transaction will be included in a statement
to be submitted by DMC to the S.E.C.
Press contact : Bernard ROUSSEL
Communications, Vice President
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