As filed with the Securities and Exchange Commission on January 23, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DYNAMIC MATERIALS CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 840608431
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
551 ASPEN RIDGE DRIVE
LAFAYETTE, COLORADO 80026
(Address of principal executive offices)
DYNAMIC MATERIALS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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RICHARD A. SANTA
VICE PRESIDENT WITH COPIES TO:
AND CHIEF FINANCIAL OFFICER DEBORAH J. FRIEDMAN, ESQ.
DYNAMIC MATERIALS CORPORATION DAVIS GRAHAM & STUBBS LLP
551 ASPEN RIDGE DRIVE 1550 SEVENTEENTH STREET, SUITE 500
LAFAYETTE, COLORADO 80026 DENVER, COLORADO 80202
(303) 665-5700 (303) 892-9400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum
Title of Securities to be Offering Price Aggregate Amount of
to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
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Common Stock ($.05 par value)... 125,000 shares $1.19 $148,750 $37.19
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(1) Pursuant to Rule 457(h), the price per share and aggregate offering price
are based upon the average of the high and low prices of the Company's
Common Stock on January 22, 2001 as reported on The Nasdaq Stock Market.
EXPLANATORY NOTE
This Registration Statement registers 125,000 shares of the common
stock (the "Common Stock"), par value $.05 per share, of Dynamic Materials
Corporation (the "Company") issuable under the Company's Employee Stock Purchase
Plan. The remaining 50,000 shares have been previously registered by
Registration Statement on Form S-8, No. 333-58033, which registration statement
is hereby incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lafayette, State of Colorado, on this 18th day
of January, 2001.
DYNAMIC MATERIALS CORPORATION
By:/s/ YVON CARIOU
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Yvon Cariou
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Yvon Cariou and Richard A. Santa, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ YVON CARIOU President and Chief January 18, 2001
- ------------------------------- Executive Officer
Yvon Cariou (Principal Executive
Officer)
/s/ RICHARD A. SANTA Vice President, Chief January 18, 2001
- ------------------------------- Financial Officer, and
Richard A. Santa Secretary (Principal
Financial and
Accounting Officer)
Chairman and Director January 18, 2001
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Bernard Hueber
/s/ DEAN K. ALLEN Director January 18, 2001
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Dean K. Allen
/s/ BERNARD FONTANA Director January 18, 2001
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Bernard Fontana
/s/ GEORGE W. MORGENTHALER Director January 18, 2001
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George W. Morgenthaler
/s/ GERARD MUNERA Director January 18, 2001
- -------------------------------
Gerard Munera
/s/ MICHEL PHILIPPE Director January 18, 2001
- -------------------------------
Michel Philippe
/s/ BERNARD RIVIERA Director January 18, 2001
- -------------------------------
Bernard Riviera
EXHIBIT INDEX
Exhibit
No. Description
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4.1 Certificate of Incorporation of the Company (incorporated by
reference to Exhibit B to the Company's definitive proxy statement
filed July 14, 1997, relating to the Company's August 14, 1997
special meeting of shareholders).
4.2 Bylaws of the Company (incorporated by reference to Exhibit C to
the Company's definitive proxy statement filed July 14, 1997,
relating to the Company's August 14, 1997 special meeting of
shareholders).
4.3 Form of certificate representing shares of Common Stock of the
Registrant (incorporated by reference from the Registrant's
Quarterly Report on Form 10-QSB for the quarter ended September
30, 1997).
4.4 Dynamic Materials Corporation 1997 Equity Incentive Plan
(incorporated by reference to the Company's definitive proxy
statement filed April 17, 1997, relating to the Company's May 23,
1997 annual meeting of shareholders).
5.1 Opinion of Davis Graham & Stubbs LLP as to the legality of
issuance of the Shares.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Davis Graham & Stubbs LLP (see Exhibit 5.1).