UNITED STATES
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 6, 2007
Dynamic Materials Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-8328 84-0608431
(Commission File Number) (I.R.S. Employer
Identification Number)
(303) 665-5700
(Registrant's Telephone Number, Including Area Code)
5405 Spine Road, Boulder, Colorado 80301
(Address of Principal Executive Offices) (Zip Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.133-4(c))
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 6, 2007, the Compensation Committee of Dynamic Materials
Corporation (the "Company") approved the grant of restricted stock under the
2006 Stock Incentive Plan (the "Plan") to the executive officers of the Company
set forth below, subject to the terms of the Plan and the award agreement. A
copy of the award agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. The shares of restricted stock granted to
executive officers vest in one-third increments on the first, second and third
anniversary of the grant. The restricted shares held by such executive officers
will vest immediately upon termination without cause, retirement, death or
disability; however, the executive officer will forfeit such shares upon
resignation or termination for cause (as defined in the award agreement).
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Number of Shares of
Executive Officer Restricted Stock
Granted
----------------------------------------------------------- -------------------
Yvon Cariou 12,000
President and Chief Executive Officer
----------------------------------------------------------- -------------------
John Banker 6,000
Vice President, Marketing and Sales, Clad Metal Division
----------------------------------------------------------- -------------------
Rick Santa 6,000
Vice President, Chief Financial Officer and Secretary
----------------------------------------------------------- -------------------
On June 6, 2007, the Compensation Committee also approved the grant of
restricted stock under the Plan to the non-employee directors of the Company set
forth below, subject to the terms of the Plan and the award agreement. A copy of
the award agreement is attached hereto as Exhibit 10.2 and is incorporated
herein by reference. The shares of restricted stock granted to non-executive
directors vest on the later of (i) the date of the first annual meeting after
the date of the grant or (ii) one year following the date of grant. If any
director's service as a director terminates for any reason, such director will
forfeit any restricted shares that have not vested at such time.
----------------------------------------------------------- -------------------
Number of Shares of
Director Restricted Stock
Granted
----------------------------------------------------------- -------------------
Richard P. Graff 3,000
----------------------------------------------------------- -------------------
Dean K. Allen 2,500
----------------------------------------------------------- -------------------
Bernard Hueber 2,500
----------------------------------------------------------- -------------------
Gerard Munera 2,500
----------------------------------------------------------- -------------------
ITEM 8.01 Other Events
On June 7, 2007, the Company issued a press release announcing that the
Board of Directors of the Company had declared an annual cash dividend of $0.15
per share. The dividend is payable on July 6, 2007, to stockholders of record as
of June 22, 2007. The Company also announced that the amendment to increase the
number of authorized shares of common stock to 25 million shares from 15 million
shares had been approved by stockholders.
In addition, the Company announced that Richard P. Graff had been elected
as a director at the Company's Annual Meeting held on June 6, 2007. Mr. Graff
will serve as the chairman of the Company's audit committee. Mr. Graff is a
former partner of PricewaterhouseCoopers LLP, where he served as the audit
leader in the United States for the mining industry until his retirement in
2001. Since his retirement, Mr. Graff has been a consultant to the mining
industry and most recently, has served as a member of a Financial Accounting
Standards Board task force for establishing accounting and financial reporting
guidance in the mining sector. Mr. Graff received his undergraduate degree in
economics from Boston College and his post-graduate degree in accounting from
Northeastern University. Mr. Graff currently serves on the board of directors of
Meridian Gold Inc. and NewWest Gold Corporation.
A copy of the press release announcing the annual cash dividend, the
increase in the number of authorized shares of the company's common stock and
the appointment of a new director is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit 10.1 Form of Executive Officer Restricted Stock Award Agreement
Exhibit 10.2 Form of Non-Executive Director Restricted Stock Award
Agreement
Exhibit 99.1 Press Release, dated June 7, 2007.
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
----------------------------------------
Richard A. Santa
Vice President and Chief Financial Officer
Dated: June 12, 2007
INDEX TO EXHIBITS
Number Description
------ -----------
Exhibit 10.1 Form of Executive Officer Restricted Stock Award Agreement
Exhibit 10.2 Form of Non-Executive Director Restricted Stock Award Agreement
Exhibit 99.1 Press Release, dated June 7, 2007