8-K

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): January 2, 2023

DMC Global Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware	0-8328	84-0608431
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

11800 Ridge Parkway, Suite 300, Broomfield, Colorado  80021

(Address of Principal Executive Offices, Including Zip Code)

(303) 665-5700

(Registrant’s Telephone Number, Including Area Code)

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, $0.05 Par Value	BOOM	The Nasdaq Global Select Market

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:

☐  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 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 5, 2023, DMC Global Inc. (the "Company") announced that James Schladen, President of Arcadia Products, LLC (“Arcadia”), a subsidiary of the Company, retired from his position effective January 2, 2023. Arcadia will pay Mr. Schladen severance benefits in accordance with the terms and conditions of the Employment Agreement, dated December 23, 2021, by and between the Company and Mr. Schladen (the “Employment Agreement”) and at the same level as if Mr. Schladen had been terminated by the Company without Cause or had resigned for Good Reason (in each case, as such terms are defined in the Employment Agreement). Mr. Schladen will remain on Arcadia’s board of directors and is expected to serve as a senior advisor to the leadership of Arcadia and DMC. Mr. Schladen and the Company are discussing the potential terms of such advisory relationship and other transition arrangements, but the terms of those arrangements have not been determined.

Item 7.01 Regulation FD Disclosure.

On January 2, 2023, Arcadia appointed James Chilcoff as its President. On January 5, 2023, the Company issued a press release to announce the appointment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information provided in Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated January 5, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

 

		DMC GLOBAL INC.
Dated:	January 5, 2023	By:	/s/ Michael Kuta
			Michael Kuta
			Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS	CONTACT:
	Geoff High, Vice President of Investor Relations
	303-604-3924

DMC Global announces appointment of James Chilcoff as President of Arcadia

Accomplished Building Products Executive to Oversee Growth Initiatives and Operational Enhancements at Arcadia’s Commercial and Residential Businesses

BROOMFIELD, Colo. – January 5, 2023 – DMC Global Inc. (Nasdaq: BOOM) today announced the appointment of James Chilcoff as president of Arcadia, DMC’s building products business. Chilcoff succeeds James Schladen, who will retire after 24 years as Arcadia’s president. Schladen will remain on Arcadia’s board of directors and will serve as a senior advisor to the leadership of Arcadia and DMC.

Chilcoff joins Arcadia from Mohawk Industries, the world’s largest flooring company, where he spent three years as president of Wood and Laminate North America, a division with five manufacturing plants. Under his leadership, the division delivered strong organic growth and improved profitability, introduced several new product lines and significantly expanded production capacity at its laminate flooring plant.

“Jamie is an accomplished leader in the building products industry,” said Kevin Longe, president and CEO of DMC. “His extensive background in operations, manufacturing, sales, supply chain, finance and product-line management will be invaluable as Arcadia continues to streamline operations, increase production capacity and expand the markets for its commercial exterior, commercial interior and high-end residential product lines.”

Prior to joining Mohawk, Chilcoff was president and CEO of Parex USA, a global leader in façade finishing solutions for the construction industry. Chilcoff implemented a series of organic growth initiatives, led the integration of four strategic acquisitions and was responsible for the construction and opening of a state-of-the-art manufacturing facility. He also led the implementation of manufacturing automation programs that improved on-time delivery and reduced manufacturing costs.

“I am excited about joining the Arcadia team and working with its commercial and high-end residential businesses to achieve their operational and growth objectives,” Chilcoff said. “Arcadia has built a strong reputation for its differentiated service model and broad product offerings. I believe each of its asset-light manufacturing businesses is well positioned to grow market share and drive increased sales and cash flow.”

Longe said, “Arcadia’s long track record of growth and industry leadership is a tribute to the vision and guidance of Jim Schladen. On behalf of Arcadia’s employees and the entire DMC organization, I want to thank Jim for his legacy of innovation, leadership and success. I am pleased we will continue to benefit from his experience and support during this transition.”

About Arcadia

Arcadia is a leading supplier of architectural building products, which include exterior and interior framing systems, windows, curtain walls and interior partitions for the commercial buildings market; and highly engineered exterior and interior windows and doors for the high-end residential market.

1

About DMC Global Inc.

DMC Global operates three differentiated, asset-light manufacturing businesses that serve niche segments of the building products, energy, and industrial infrastructure industries. DMC supports its companies with long-term capital and strategic, financial, legal, technology and operating resources, enabling them to grow their core businesses, launch new initiatives, upgrade technologies and systems, and make acquisitions that improve their competitive positions and expand their markets. The DMC family of companies consists of Arcadia, a leading supplier of architectural building products; DynaEnergetics, which serves the global energy industry; and NobelClad, which addresses the global industrial infrastructure and transportation sectors. Based in Broomfield, Colorado, DMC trades on Nasdaq under the symbol “BOOM.” For more information, visit www.dmcglobal.com.

Safe Harbor Language

Except for the historical information contained herein, this news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding future growth and leadership. Such statements and information are based on numerous assumptions regarding present and future business strategies, the markets in which we operate, anticipated costs and ability to achieve goals. Forward-looking information and statements are subject to known and unknown risks, uncertainties and other important factors that may cause actual results and performance to be materially different from those expressed or implied by such forward-looking information and statements, including but not limited to the risks detailed from time to time in our SEC reports, including the annual report on Form 10-K for the year ended December 31, 2021, all of which are incorporated by reference herein. We do not undertake any obligation to release public revisions to any forward-looking statement, including, without limitation, to reflect events or circumstances after the date of this news release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

###

2

XML

Cover	Jan. 02, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 02, 2023
Entity Registrant Name	DMC Global Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	0-8328
Entity Tax Identification Number	84-0608431
Entity Address, Address Line One	11800 Ridge Parkway
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Broomfield
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80021
City Area Code	303
Local Phone Number	665-5700
Title of 12(b) Security	Common Stock, $0.05 Par Value
Trading Symbol	BOOM
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000034067
Amendment Flag	false