-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HS4nNpIx6QBbPzDZAaLIHo6zkZh55tHO+WQf9dfJtGadLvgJv7NhrCYxYmCyhaA+ TWX5jnUZt0aAsLGNa8QwnA== 0000898080-06-000215.txt : 20060522 0000898080-06-000215.hdr.sgml : 20060522 20060522163736 ACCESSION NUMBER: 0000898080-06-000215 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060522 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060522 DATE AS OF CHANGE: 20060522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNAMIC MATERIALS CORP CENTRAL INDEX KEY: 0000034067 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRIMARY METAL PRODUCTS [3390] IRS NUMBER: 840608431 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14775 FILM NUMBER: 06858938 BUSINESS ADDRESS: STREET 1: 5405 SPINE ROAD CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3036655700 MAIL ADDRESS: STREET 1: 5405 SPINE ROAD CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: EXPLOSIVE FABRICATORS INC DATE OF NAME CHANGE: 19920703 8-K 1 form8k.txt FORM 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): May 22, 2006 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 Principal Officers; Election of Directors; Appointment of Principal Officers. On May 22, 2006, Dynamic Materials Corporation (the "Company") announced that Michel Nicolas, Michel Rieusset, Francois Schwartz and Bernard Zeller had resigned from the Company's Board of Directors effective immediately. Messrs. Nicolas, Rieusset, Schwartz and Zeller, who had represented SNPE, Inc. ("SNPE"), the Company's former majority stockholder, had previously indicated their intention to resign from the Board of Directors upon the completion of SNPE's sale of the Company's common stock. Dean Allen was appointed to replace Mr. Nicolas as the Chairman of the Board of Directors. Mr. Allen has served as an independent director of the Company since 1993. He is the past President of Parsons Europe, Middle East and South Africa. Previously, he was Vice President and General Manager of Raytheon Engineers and Constructors, Europe. Yvon Cariou was elected to serve as a member of the Board of Directors. Mr. Cariou has served as the Company's President and Chief Executive Officer since 2000. Prior to joining the Company, he provided consulting services to the oil industry. Previously, he was President and Chief Executive Officer of Astrocosmos Metallurgical Inc., which designs and fabricates process equipment for the chemical and pharmaceutical industries. The Company has also indicated that it currently expects to appoint an additional independent director prior to the next meeting of stockholders, which will be held in September or October of this year. The Company will reduce the number of directors to five from the previous seven. A copy of the Company's press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. ITEM 9.01 Financial Statements and Exhibits (c) Exhibits. Exhibit 99.1 Press Release, dated May 22, 2006. 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: May 22, 2006 INDEX TO EXHIBITS Number Description - ------ ----------- Exhibit 99.1 Press Release, dated May 22, 2006. EX-99.1 2 ex99-1.txt PRESS RELEASE Exhibit 99.1 DMC Dynamic Materials Corporation FOR IMMEDIATE RELEASE CONTACT: May 22, 2006 Geoff High Pfeiffer High Investor Relations, Inc. 303-393-7044 DYNAMIC MATERIALS CORPORATION APPOINTS NEW CHAIRMAN AND DIRECTOR FOLLOWING RESIGNATIONS OF DIRECTORS REPRESENTING FORMER MAJORITY STOCKHOLDER SNPE, INC. BOULDER, Colo. - May 22, 2006 - Dynamic Materials Corporation ("DMC") (Nasdaq: BOOM), a leading provider of explosion-welded clad metal plates and associated services, today announced the appointments of independent director Dean Allen as chairman of the board, and Yvon Cariou, the company's president and CEO, as director. The appointments were made following the resignation of four directors representing SNPE, Inc., the company's former majority stockholder, which completed the sale of its DMC shares last week. Resignations were tendered by Michel Nicolas, who served as DMC's chairman since 2004; Michel Rieusset and Francois Schwartz, who served as directors since 2004; and Bernard Zeller, who joined the board in 2005. Nicolas is replaced as Chairman by Allen, 70, who has served as an independent DMC director since 1993. He is the past president of Parsons Europe, Middle East and South Africa. Previously, he was vice president and general manager of Raytheon Engineers and Constructors, Europe. Yvon Cariou, 60, has served as DMC's president and chief executive officer since 2000. Prior to joining the company, he provided consulting services to the oil industry. He also was president and CEO of Astrocosmos Metallurgical Inc., which designs and fabricates process equipment for the chemical and pharmaceutical industries. Cariou said the board currently expects to appoint an additional independent director prior to the next stockholders' meeting, which will be held in September or October of this year. DMC will reduce the number of directors to five from the previous seven. "The directors representing SNPE have provided DMC's board and management team with considerable input over the years, and we appreciate their contributions," Cariou said. "I am especially excited about working with Dean Allen, our new chairman, who has spent 13 years on our board and has a deep understanding of our business and the industries we serve. Dean will continue to provide valuable insight as we pursue a range of business development initiatives and implement our strategy for the future." About Dynamic Materials Corporation Based in Boulder, Colorado, Dynamic Materials Corporation is a leading international metalworking company. Its products include explosion-welded clad metal plates and other metal fabrications for use in a variety of industries, including upstream oil and gas, oil refinery, petrochemicals, hydrometallurgy, aluminum production, shipbuilding, power generation, industrial refrigeration and similar industries. The company operates two business segments: Explosive Metalworking, which uses proprietary explosive processes to fuse different metals and alloys, and AMK Welding, which utilizes various technologies to weld components for use in power-generation turbines, as well as commercial and military jet engines. For more information, visit the company's website at www.dynamicmaterials.com. Except for the historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties including, but not limited to, the following: our ability to obtain new contracts at attractive prices; the size and timing of customer orders and shipment; fluctuations in customer demand; changes to customer orders; competitive factors; the timely completion of contracts; the timing and size of expenditures; the timely receipt of government approvals and permits; the adequacy of local labor supplies at our facilities; current or future limits on manufacturing capacity at our various operations; the availability and cost of funds; and general economic conditions, both domestic and foreign, impacting our business and the business of the end-market users we serve; as well as the other risks detailed from time to time in the company's SEC reports, including the report on Form 10-K for the year ended December 31, 2005. ### -----END PRIVACY-ENHANCED MESSAGE-----