SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): MARCH 18, 1998
DYNAMIC MATERIALS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-8328 84-0608431
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employee
of incorporation) File Number) Identification No.)
551 ASPEN RIDGE DRIVE, LAFAYETTE, CO 80026
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 665-5700
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
EXHIBIT INDEX APPEARS ON PAGE 5
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 18, 1998, the Registrant acquired certain assets of Spin Forge,
LLC. The assets acquired were used by Spin Forge in the manufacture, selling and
marketing of metal formed products, including tactical missile motor cases and
titanium pressure vessels for the commercial aerospace and defense industries
(the "Business"). The Registrant anticipates using the assets acquired for
similar purposes. The assets acquired consisted principally of inventories,
machinery, equipment (including computer equipment), and certain trade names
used in the Business, as well as a lease of the facilities at which the Business
is conducted.
The purchase price of $3,860,411 was paid by the delivery of $2,351,789 in
cash, the assumption of certain liabilities in the amount of $1,058,822 and the
delivery of 50,000 shares of the Registrant's Common Stock valued at $8.996 per
share or the average closing price of the Registrant's Common Stock over the 45
day period immediately preceding the closing. The purchase price is subject to
post-closing adjustment based upon subsequent accounting adjustments for
inventory and assumed liabilities. The amount of the post-closing adjustment (to
be determined within 60 days of closing) is not anticipated to be material. In
addition, the Registrant paid $10,000 at the closing for an option to purchase
the real property at which the operations of the Business are conducted at a
purchase price of $2,880,000 (subject to certain adjustments), which option may
be exercised under certain conditions until January 2002, subject to the
Registrant's right to extend the option under certain conditions.
There are no material relationships between the directors, officers, or
affiliates of the parties to this transaction. Joseph Allwein, President of Spin
Forge, LLC, became the Vice President and General Manager of the Spin Forge
Division of the Registrant upon the closing of the transaction.
The source of funds used for the acquisition included $2,351,789 of
borrowing from KeyBank of Colorado under a revolving line of credit made in the
ordinary course of business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of business acquired.
It is not practicable to provide required financial statements at the date
of the Form 8-K. The Registrant shall provide an audited balance sheet as of
December 31, 1997 and an audited statement of income and cash flow for the year
ended December 31, 1997. The indicated financial statements will be filed not
later than 60 days after this report on Form 8-K must be filed.
(b) Pro forma financial information.
In addition, pro forma financial statements complying with Article 11 of
Regulation S-X will be filed not later than 60 days after this report on Form
8-K must be filed.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of March 18, 1998, between the
Registrant, Spin Forge, LLC, Joseph Allwein and Darlene Bauer
Allwein.
10.1 Option Agreement, dated as of March 18, 1998, between the Registrant
and Spin Forge, LLC.
10.2 Operating Lease, dated as of March 18, 1998, between the Registrant
and Spin Forge, LLC.
10.3 Loan Agreement, dated as of March 18, 1998, between the Registrant
and Spin Forge, LLC.
10.4 Personal Services Agreement, dated as of March 18, 1998, between the
Registrant and Joseph Allwein.
10.5 Stock Agreement, dated as of March 18, 1998, between the Registrant
and Spin Forge, LLC.
10.6 Stock Agreement, dated as of March 18, 1998, between Joseph Allwein
and the Registrant.
10.7 Non-Competition Agreement, dated as of March 18, 1998, between
Joseph Allwein and the Registrant.
10.8 Master Promissory Note, dated as of March 18, 1998, by Spin Forge,
LLC.
10.9 Personal Guaranty, dated as of March 18, 1998, between the
Registrant, Joseph Allwein and Darleen Bauer Allwein.
99.1 Press release dated March 18, 1998.
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 April 1, 1998 By: /S/ RICHARD A. SANTA
----------------------
Name: Richard A. Santa
Title: Vice President, Finance, Chief
Financial Officer and Secretary
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
2.1 Asset Purchase Agreement, dated as of March 18, 1998, between the
Registrant, Spin Forge, LLC, Joseph Allwein and Darlene Bauer
Allwein.
10.1 Option Agreement, dated as of March 18, 1998, between the Registrant
and Spin Forge, LLC.
10.2 Operating Lease, dated as of March 18, 1998, between the Registrant
and Spin Forge, LLC.
10.3 Loan Agreement, dated as of March 18, 1998, between the Registrant
and Spin Forge, LLC.
10.4 Personal Services Agreement, dated as of March 18, 1998, between the
Registrant and Joseph Allwein.
10.5 Stock Agreement, dated as of March 18, 1998, between the Registrant
and Spin Forge, LLC.
10.6 Stock Agreement, dated as of March 18, 1998, between Joseph Allwein
and the Registrant.
10.7 Non-Competition Agreement, dated as of March 18, 1998, between
Joseph Allwein and the Registrant.
10.8 Master Promissory Note, dated as of March 18, 1998, by Spin Forge,
LLC.
10.9 Personal Guaranty, dated as of March 18, 1998, between the
Registrant, Joseph Allwein and Darleen Bauer Allwein.
99.1 Press release dated March 18, 1998.