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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): JANUARY 20, 2000
DYNAMIC MATERIALS CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 08328 84-0608431
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
551 ASPEN RIDGE DRIVE, LAFAYETTE, COLORADO 80026
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (303) 665-5700
NOT APPLICABLE
Former Name or Former Address if Changed Since Last Report
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ITEM 5.
On January 20, 2000, Dynamic Materials Corporation (the "Company") entered
into a Stock Purchase Agreement whereby it agreed to issue to SNPE, Inc. (i)
2,109,091 shares of common stock of the Company priced at $2.75 per share and
(ii) a convertible subordinated note of the Company due five years from the
closing date of the stock purchase transaction, in the principal amount of $1.2
million, bearing interest at the rate of 5% per annum, convertible in whole or
in part by SNPE, Inc. at any time before maturity into common stock of the
Company at a price of $6.00 per share. The Company would receive in cash at
closing $5.8 million as the purchase price for the common stock and $1.2 million
borrowed under the convertible subordinated note, for a total of $7 million.
The transaction will be submitted to the Company's shareholders for
approval at a special meeting. Consummation of the transaction is subject to
receiving the approval of the Company's stockholders and certain other consents,
approvals and conditions described in the Stock Purchase Agreement. Subject to
obtaining required consents and approvals and satisfaction of certain
conditions, the transaction is expected to close in the second quarter of 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
NUMBER DESCRIPTION
4.1 Form of Registration Rights Agreement by and between
Dynamic Materials Corporation and SNPE, Inc.
4.2 Form of Convertible Subordinated Note in the amount of $1.2
million.
10.1 Stock Purchase Agreement dated as of January 20, 2000 by and
between Dynamic Materials Corporation and SNPE, Inc.
99.1 Press Release titled "DMC AND SNPE, INC. SIGN DEFINITIVE
AGREEMENT: DMC TO RECEIVE $7 MILLION IN CASH" dated January
21, 2000.
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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 hereunto duly authorized.
DYNAMIC MATERIALS CORPORATION
(Registrant)
Date: January 31, 2000 By:/S/ RICHARD A. SANTA
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Vice President-Finance, and
Chief Financial Officer
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EXHIBIT INDEX
NUMBER DESCRIPTION
4.1 Form of Registration Rights Agreement by and between Dynamic
Materials Corporation and SNPE, Inc.
4.2 Form of Convertible Subordinated Note in the amount of $1.2
million.
10.1 Stock Purchase Agreement dated as of January 20, 2000 by and between
Dynamic Materials Corporation and SNPE, Inc.
99.1 Press Release "DMC AND SNPE, INC. SIGN DEFINITIVE
AGREEMENT: DMC TO RECEIVE $7 MILLION IN CASH" dated January
21, 2000.
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