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 10, 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 1.01 Entry into a Material Definitive Agreement
On May 10, 2006, Dynamic Materials Corporation, a Delaware corporation (the
"Company"), entered into an Underwriting Agreement (the "Underwriting
Agreement") among the Company, SNPE, Inc. (the "Selling Stockholder") and the
Underwriters listed on Schedule I thereto (the "Underwriters") relating to the
sale by the Selling Stockholder of an aggregate of 5,153,897 shares and, at the
option of the Underwriters, up to an additional 773,085 shares, of common stock,
par value $0.05 per share (the "Common Stock"), of the Company. The sale was
registered under the Securities Act of 1933, as amended, pursuant to the
Company's registration Statement on Form S-3 (Registration No. 333-132748). The
Company will not receive any of the proceeds from the sale of the Company's
Common Stock by the Selling Shareholder.
A copy of the Underwriting Agreement is set forth on Exhibit 1.1 to this
Current Report on Form 8-K and incorporated herein by reference. The above
description is qualified in its entirety by reference to the Underwriting
Agreement.
ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing
On May 10, 2006, the Company issued a press release announcing the transfer
of the listing of its Common Stock to The Nasdaq National Market from The Nasdaq
Capital Market (formerly known as The Nasdaq SmallCap Market). The Company's
Common Stock began trading on The Nasdaq National Market effective at the
opening of business on May 10, 2006. The Company's Common Stock continues to
trade under the symbol "BOOM." A copy of the Company's press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 7.01 Regulation FD Disclosure
On May 10, 2006, the Company issued a press release announcing the pricing
of the underwritten public offering of the Company's Common Stock. A copy of the
Company's press release is attached hereto as Exhibit 99.2 and incorporated
herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit 1.1 Underwriting Agreement, dated as of May 10,
2006, among Dynamic Materials Corporation, SNPE,
Inc. and the Underwriters listed on Schedule I
thereto.
Exhibit 99.1 Press Release, dated May 10, 2006.
Exhibit 99.2 Press Release, dated May 10, 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 11, 2006
INDEX TO EXHIBITS
Number Description
------ -----------
Exhibit 1.1 Underwriting Agreement, dated as of May 10, 2006, among
Dynamic Materials Corporation, SNPE, Inc. and the Underwriters
listed on Schedule I thereto.
Exhibit 99.1 Press Release, dated May 10, 2006.
Exhibit 99.2 Press Release, dated May 10, 2006.