SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 DYNAMIC MATERIALS CORPORATION ------------------------------------------------- (Name of Registrant as Specified in Its Charter) ------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: DYNAMIC MATERIALS CORPORATION 551 ASPEN RIDGE DRIVE LAFAYETTE, COLORADO 80026 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT ANNUAL MEETING TO BE HELD JULY 21, 1995 To the Shareholders of DYNAMIC MATERIALS CORPORATION PLEASE TAKE NOTICE that the Annual Meeting of Shareholders of DYNAMIC MATERIALS CORPORATION (the "Company") will be held at the Executive Tower Inn, 1405 Curtis Street, Denver, Colorado 80202 on Friday, July 21, 1995 at 2:30 p.m., Mountain Time, or any adjournment or postponement thereof, for the following purposes: 1. To elect five directors to hold office until the next annual meeting of shareholders or until their successors are duly elected and qualified. 2. To approve the selection of Arthur Andersen LLP as independent accountants for the current fiscal year. 3. The transaction of such other business as may properly come before the meeting. The foregoing items of business are more fully described in the accompanying Proxy Statement. The Board of Directors of the Company has fixed the close of business on June 14, 1995 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. Consequently, only holders of the Company's Common Stock at the close of business on June 14, 1995 will be entitled to notice of and to vote at the Annual Meeting. THE MANAGEMENT OF THE COMPANY HOPES THAT YOU WILL FIND IT CONVENIENT TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY TO MAKE SURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE THEIR SHARES IN PERSON. By Order of the Board of Directors CRAIG N. EVANS CRAIG N. EVANS, Secretary Lafayette, Colorado June 23, 1995 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE FIVE NOMINEES FOR DIRECTORS AND FOR THE SELECTION OF ARTHUR ANDERSEN LLP AS DYNAMIC MATERIALS CORPORATION 551 ASPEN RIDGE DRIVE LAFAYETTE, COLORADO 80026 -------------- PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS JULY 21, 1995 -------------- GENERAL INFORMATION This Proxy Statement and the accompanying proxy card are being furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors of DYNAMIC MATERIALS CORPORATION, a Colorado corporation (the "Company"), to be used at the 1995 Annual Meeting of Shareholders of the Company to be held on Friday, July 21, 1995 at 2:30 p.m. Mountain Time, at the Executive Tower Inn, 1405 Curtis Street, Denver, Colorado 80202, and at any adjournment or postponement thereof (the "Annual Meeting"). This Proxy Statement and the accompanying proxy card are first being mailed to the holders of record of the Company's common stock, $.05 par value per share ("Common Stock"), on or about June 23, 1995. Shareholders of the Company represented at the Annual Meeting will consider and vote upon (i) the election of five directors to hold office until the next annual meeting of Shareholders or until their successors are duly elected and qualified; (ii) the selection of Arthur Andersen LLP as independent accountants for the current fiscal year; and (iii) such other business as may properly come before the Annual Meeting. The Company is not aware of any other business to be presented for consideration at the Annual Meeting. VOTING AND SOLICITATION OF PROXIES Only holders of record of Common Stock at the close of business on June 14, 1995, the record date determined by the Board of Directors of the Company (the "Record Date"), will be entitled to notice of and to vote at the Annual Meeting. As of the Record Date, approximately 2,495,922 shares of Common Stock were outstanding. Each shareholder is entitled to one vote for each share held of record on the Record Date for each proposal submitted for shareholder consideration at the Annual Meeting. The presence, in person or by proxy, of the holders of not less than a majority of the shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum for the conduct of business at the Annual Meeting. The act of the majority of such quorum will be the act of the shareholders. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum for the transaction of business. Abstentions are counted in tabulations of the vote cast on proposals presented to the shareholders and thus have the same effect as a negative vote, whereas broker non-votes are not tabulated for any purpose in determining whether a proposal has been approved. All shares represented by properly executed proxies will, unless such proxies have previously been revoked, be voted at the Annual Meeting in accordance with the directions on the proxies. A proxy may be revoked at any time so long as it has been exercised. Shareholders may revoke proxies by written notice to the Secretary of the Company, by delivery of a proxy bearing a later date, or by personally appearing at the Annual Meeting and casting a vote. If no direction is indicated, the shares will be voted FOR the election of the nominees for director and FOR the selection of Arthur Andersen LLP as the Company's independent accountants for the current fiscal year. The persons named in the proxies will have discretionary authority to vote all proxies with respect to additional matters that are properly presented for action at the Annual Meeting. The proxy solicitation is made by and on behalf of the Board of Directors. Solicitation of proxies for use at the Annual Meeting may be made in person or by mail, telephone or telegram, by directors, officers and regular employees of the Company. Such persons will receive no additional compensation for any solicitation activities. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their name shares of Common Stock beneficially owned by others to forward to such beneficial owners. The Company may reimburse persons representing beneficial owners of Common Stock for their costs of forwarding solicitation materials to such beneficial owners. The Company will bear the entire cost of solicitation of proxies, including the preparation, assembly, printing and mailing of this Proxy Statement, the proxy and any additional information furnished to shareholders. PROPOSAL 1 - ELECTION OF DIRECTORS I. DIRECTORS AND EXECUTIVE OFFICERS DIRECTORS Unless otherwise specified, each proxy will be voted for the election to the Company's Board of Directors of the five nominees set forth below, each to serve until the next annual meeting of shareholders or until his successor shall be elected and qualify. In order to be elected a director, a nominee must receive the votes constituting a majority of the aggregate number of shares of Common Stock represented in person or by proxy at the Annual Meeting. DIRECTOR NAME AGE SINCE ---- --- -------- Mr. Dean K. Allen. . . . . . . 58 July 1993 Mr. Michael C. Hone. . . . . . 59 March 1984 Mr. Edward A. Keible . . . . . 51 July 1994 Mr. Paul Lange . . . . . . . . 43 October 1993 Dr. George W. Morgenthaler . . 68 June 1986 MR. DEAN K. ALLEN. Mr. Allen has served the Company as a director since July 1993. Mr. Allen is Vice President and General Manager of Raytheon Engineers and Constructors, Europe, a position he has held since February 1994. Mr. Allen was President of Allen & Assoc. from April 1992 to 1994. From 1989 to 1992, Mr. Allen was President of Johnson + Johnson Development Corp. Prior to joining Johnson + Johnson Development Corp., Mr. Allen was employed as Executive Vice President at the Fluor Corporation from 1984 to 1989. Mr. Allen is on the board of directors of several European Raytheon Engineers and Constructors Companies in France, Italy and Germany. MR. MICHAEL C. HONE. Mr. Hone has been a director of the Company since March 1984. Since 1975 Mr. Hone has been a Professor of Law at the University of San Francisco Law School. Mr. Hone has been a General Partner of H.M.S. Capital Partners, a venture capital company, since 1987. MR. EDWARD A. KEIBLE. Mr. Keible, appointed director of the Company in July 1994, is the President and Chief Executive Officer of Endgate Technology Corp., a position he has held since 1993. From 1991 to 1993, Mr. Keible was employed as Senior Vice President and General Manager, Raychem International Corporation, International Sector, and President, Raychem International Corporation. From 1985 to 1991, Mr. Keible was Senior Vice President, Raychem Corporation and General Manager, Electronics Group. Mr. Keible served as Director of the American Electronics Association from 1990 to 1993 and as the Chairman of the International Committee of the association from 1991 to 1993. Mr. Keible has been a director of Premisys Communications, Inc. since November 1994. MR. PAUL LANGE. Prior to joining the Company in 1993 as a Director, its President and Chief Executive Officer, Mr. Lange was Vice President and General Manager, Engineered Materials Group of Engelhard Corporation, since 1989. From 1988 to 1989, Mr. Lange was General Manager of Liquid Gold Group of Engelhard Corporation. From June 1984 to 1987, Mr. Lange was employed by Rhone 'Poulenc, Inc. as Marketing and Sales Director of Organic Chemicals as well as New Product Development Manager. DR. GEORGE W. MORGENTHALER. Mr. Morgenthaler has served as a director of the Company since June 1986 and from 1971 to 1976. Mr. Morgenthaler has been a Professor of Aerospace Engineering and Associate Dean of Engineering at the University of Colorado at Boulder since 1986. Mr. Morgenthaler was employed from 1981 to 1986 as Vice President -- Energy, Technology and Special Projects at Martin Marietta Aluminum and from 1976 to 1978 as Vice President and General Manager of the Baltimore Division of Martin Marietta Corp. Mr. Morgenthaler currently serves as a director on the boards of CTA, Inc., Columbia Aluminum Corp., Center for Space and Advanced Technology and Verifax, Inc. EXECUTIVE OFFICERS The following individuals served as executive officers of the Company during fiscal year 1994: NAME POSITION AGE ---- -------- --- Mr. Paul Lange Director, President and Chief Executive 43 Officer Mr. Craig N. Evans Secretary, Treasurer & Vice President of 46 Finance MR. PAUL LANGE. See above. MR. CRAIG N. EVANS. Mr. Evans has been employed by the Company since May 1979. He has held the positions of Secretary, Treasurer and Vice President of Finance since 1981. Prior to 1981, Mr. Evans was employed as the Company's Controller. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS As of December 31, 1994, the Company was owed $44,273 in loans by certain of its officers and employees. Loans to Mr. Evans totaling $12,000 in amount are represented by secured promissory notes bearing interest at a rate of "prime" plus .75%. These promissory notes call for repayment from 1996 to 1999. In addition, a loan to Mr. Evans in the amount of $9,000 is represented by an unsecured loan agreement calling for interest payable at 4.28% per annum. This loan was repaid in full in February 1995. As of December 31, 1994, no executive officer or director of the Company owed the Company an amount in excess of $60,000. SECTION 16(a) COMPLIANCE Section 16(a) of the Securities Act of 1934 requires executive officers, directors and persons who beneficially own more than ten percent of the Company's stock, to file initial reports of beneficial ownership and reports of changes in beneficial ownership with the Securities and Exchange Commission. Executive officers, directors and those beneficially owning ten percent of the Company's stock are required by regulations of the Securities and Exchange Commission to furnish the Company with copies of all Section 16(a) forms filed by such individuals. Based solely upon a review of the copies of such forms furnished to the Company from executive officers, directors and ten percent shareholders and written representations from certain reporting persons, the Company believes that all of its directors, executive officers and greater than ten percent shareholders were in compliance with their filing requirements. II. COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS The Board of Directors held five meetings during 1994. No director attended less than 75% of the aggregate number of meetings of the Board of Directors and any committee on which such director served. The Company has standing audit, nominating and compensation committees of the Board of Directors. AUDIT COMMITTEE During 1994, the audit committee, composed of Mr. Keible, Mr. Hone and Mr. Robbins (who resigned on April 30, 1995), held one meeting. Functions performed by the audit committee are (i) recommending independent public accountants to the Board of Directors; (ii) evaluating independent accountants; (iii) meeting and reviewing with such accountants, among other things, the Company's policies and procedures with respect to audits and accounting and the results of completed audits; and (iv) reviewing accounting controls and procedures within the Company. NOMINATING COMMITTEE The nominating committee, composed of Messrs. Hone, Morgenthaler and Allen, held one meeting during 1994. Functions performed by the nominating committee are (i) recommending candidates to serve as nominees for director; and (ii) evaluating existing directors. The nominating committee will not consider shareholder recommendations for nomination of directors. COMPENSATION COMMITTEE The compensation committee, composed of Mr. Keible, Dr. Morgenthaler and Mr. Allen, held one meeting during 1994. The compensation committee's function is to review compensation of all officers and make recommendations for changes in compensation to the full Board of Directors. III. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS EXECUTIVE COMPENSATION The following Summary Compensation Table includes individual compensation for the three individuals serving in the capacity of the chief executive officer for the Company and the only executive officer earning a salary and bonus aggregating $100,000 or more for services rendered in all capacities during the year ended December 31, 1994 and the fiscal years ended October 31, 1992 through 1993.