SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
June 14, 2000
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Date of report (Date of Earliest Event Reported)
DYNAMIC MATERIALS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 08328 84-0608431
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
551 Aspen Ridge Drive, Lafayette, Colorado 80026
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(Address of Principal Executive Offices and Zip Code)
(303) 665-5700
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Registrant's telephone number, including area code
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. OTHER EVENTS
On June 14, 2000, at Dynamic Materials Corporation's (the "Company")
Special Meeting of stockholders a Stock Purchase Agreement (the "Agreement")
with SNPE, Inc. ("SNPE"), was approved by a majority making SNPE a 50.8%
stockholder of the Company. The stock purchase was consummated immediately
following the Special Meeting activating a $5.8 million cash payment to the
Company in exchange for 2,109,091 shares of the Company's common stock at a
price of $2.75 per share. An additional $1.2 million cash payment was made under
a five-year, 5% Convertible Subordinated Note convertible in whole or in part
into common stock by SNPE at a conversion price of $6 per share. DMC will use
the $7 million primarily to repay debt, finance working capital requirements and
make selective capital investments. DMC also entered into a new credit facility
agreement with SNPE, which provides up to $3.5 million in borrowings for working
capital requirements through June 30, 2001. The Company will continue to
maintain a letter of credit with its bank in support of $6.35 million in
outstanding industrial development revenue bond debt.
On June 15, 2000, the Company issued a press release with regard to the
closing of the Agreement between the Company and SNPE, attached hereto as
Exhibit 99.1.
On June 21, 2000, the Registrant issued a press release with regard to the
redemption of the rights issued pursuant to the Company's Rights Agreement,
attached hereto as Exhibit 99.2.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
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4.1 Registration Rights Agreement by and between Dynamic Materials
Corporation and SNPE, Inc., dated as of June 14, 2000.
4.2 Convertible Subordinated Note in the amount of $1.2 million.
4.3 First Amendment to Rights Agreement between Dynamic Materials
Corporation and Harris Trust and Savings Bank, dated as of June
13, 2000.
10.1 Credit Facility and Security Agreement by and between SNPE, Inc.
and Dynamic Materials Corporation, dated as of June 14, 2000.
10.2 First Amendment to Reimbursement Agreement by and between Dynamic
Materials Corporation and Keybank National Association, dated as
of June 14, 2000.
10.3 Personal Services Agreement by and between Dynamic Materials
Corporation and John G. Banker, dated as of June 16, 2000
99.1 Press release dated June 15, 2000
99.2 Press release dated June 21, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DYNAMIC MATERIALS CORPORATION
By: /s/ Richard A. Santa
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Name: Richard A. Santa
Title: Vice President - Finance and
Chief Financial Officer
June 21, 2000
Index to Exhibits
NUMBER DESCRIPTION
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4.1 Registration Rights Agreement by and between Dynamic Materials
Corporation and SNPE, Inc., dated as of June 14, 2000.
4.2 Convertible Subordinated Note in the amount of $1.2 million.
4.3 First Amendment to Rights Agreement between Dynamic Materials
Corporation and Harris Trust and Savings Bank, dated as of June
13, 2000.
10.1 Credit Facility and Security Agreement by and between SNPE, Inc.
and Dynamic Materials Corporation, dated as of June 14, 2000.
10.2 First Amendment to Reimbursement Agreement by and between Dynamic
Materials Corporation and Keybank National Association, dated as
of June 14, 2000.
10.3 Personal Services Agreement by and between Dynamic Materials
Corporation and John G. Banker, dated as of June 16, 2000
99.1 Press release dated June 15, 2000
99.2 Press release dated June 21, 2000