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): June 22, 1999
DYNAMIC MATERIALS CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-8328 84-0608431
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(State or other jurisdiction (Commission (IRS Employee
of incorporation) File Number) Identification No.)
ASPEN RIDGE DRIVE, LAFAYETTE, CO 80026
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 665-5700
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(Former name or former address, if changed since last report)
EXHIBIT INDEX APPEARS ON PAGE 4
ITEM 5. OTHER EVENTS.
On June 22, 1999, the Registrant entered into an Asset Purchase
Agreement whereby it agrees to sell certain of its assets relating to its Clad
Metal Bonding Division to AMETEK, Inc ("AMETEK"). The Clad Metal Bonding
Division's business includes the production of clad metal products, including
the production of explosion bonded clad metal and the shock synthesis of
synthetic diamonds and the performance of metal cladding services (the
"Business"). The Business is a part of the Company's Explosive Manufacturing
Group and accounted for $27.6 million of the $29.7 million in 1998 revenues of
such group. The assets to be sold consist principally of inventory, machinery,
equipment (including computer equipment), real property, leasehold improvements
and certain trade names used in the Business.
The purchase price for the Business will be approximately $17,000,000,
less the amount, if any, of the liability assumed by AMETEK under the Loan
Agreement dated September 1, 1998 between the Registrant and Fayette County
Industrial Development Authority. The purchase price is subject to closing
adjustments based upon adjustments relating to net current assets, unpaid and
anticipated completion costs for the facility being constructed by the
Registrant in Mt. Braddock, Pennsylvania and certain transition costs associated
with the start-up of this facility. The amount of the aggregate closing
adjustment is not anticipated to be material. The transaction is expected to
close by the end of the fiscal year 1999.
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 July 24, 1999 By: /s/ Richard A. Santa
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Name: Richard A. Santa
Title: Vice President, Finance, Chief
Financial Officer and Secretary
EXHIBIT INDEX
Exhibit
No. Description
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2.1 Asset Purchase Agreement, dated as of June 22, 1999, between
the Registrant and AMETEK, Inc.
10.1 Engagement letter, dated as of January 19, 1999, between the
Registrant and The Wallach Company, Inc.
99.1 Press release dated June 23, 1999.