SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box: [ ] Confidential, for Use of the
[X] Preliminary Proxy Statement Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
DYNAMIC MATERIALS CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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previously. Identify the previous filing by registration statement number, or
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DYNAMIC MATERIALS CORPORATION
5405 Spine Road
Boulder, Colorado 80301
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 28, 2004
To the Stockholders of
DYNAMIC MATERIALS CORPORATION: December 22, 2003
NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders of the
Company will be held on January 28, 2004 at 9:00 a.m. local time at 5405 Spine
Road, Boulder, Colorado 80301 for the following purposes:
1. To amend the Certificate of Incorporation of the Company to provide
for removal of the staggered board and to provide stockholders with the ability
to remove directors without cause.
2. To remove all of the directors.
3. To reelect all of the directors for terms expiring at the 2004
Annual Meeting of Stockholders.
4. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the proxy
statement accompanying this notice.
The Board of Directors has fixed the close of business on December 19,
2003, as the record date for the determination of stockholders entitled to
notice of, and to vote at, this Special Meeting and at any adjournment or
postponement thereof.
By Order of the Board of Directors,
_______________________________________
RICHARD A. SANTA
Vice President, Chief Financial Officer and Secretary
Boulder, Colorado
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN
PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE
YOUR REPRESENTATION AT THE MEETING. A RETURN ENVELOPE IS ENCLOSED FOR THAT
PURPOSE, WITH POSTAGE PREPAID IF MAILED IN THE UNITED STATES. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
2
DYNAMIC MATERIALS CORPORATION
5405 Spine Road
Boulder, Colorado 80301
---------------
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 28, 2004
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Purpose of Special Meeting
The Board of Directors of Dynamic Materials Corporation, a Delaware
corporation (the "Company") has called a Special Meeting of Stockholders to vote
on a plan to remove the Company's current classified board structure (frequently
referred to as a "staggered board") and replace it with a structure in which
each director will be subject to reelection annually, and subject to removal by
stockholders without cause. The plan consists of three steps, each of which
requires stockholder approval:
o Amendment of the Company's Certificate of Incorporation to remove
the provision relating to the staggered board and to amend the
provision relating to the removal of directors to allow for the
removal of directors without cause;
o Removal of the current directors; and
o Reelection of each of the current directors to a term expiring at
the 2004 meeting of stockholders.
Implementation of the plan is dependent upon stockholder approval of all of the
steps listed above.
The removal and reelection of each of the current directors is being
proposed solely to provide immediate effect to the removal of the staggered
board structure. If the stockholders approve the plan, the Company expects that
the Board of Directors upon implementation of the plan will be identical to the
Board of Directors immediately prior to the implementation of the plan.
Following the implementation of the plan, the length of the directors' terms
will be shortened as described above.
Information Concerning Solicitation And Voting
General
The enclosed proxy, attached as Appendix A, is solicited on behalf of
the Board of Directors of Dynamic Materials Corporation, a Delaware corporation
(the "Company"), for use at the Special Meeting of Stockholders to be held on
January 28, 2004 at 9:00 a.m., local time, or at any adjournment or postponement
thereof, for the purposes set forth herein and in the accompanying Notice of
Special Meeting. The special meeting will be held at the Company's offices at
5405 Spine Road, Boulder, Colorado. The Company intends to mail this proxy
statement and accompanying proxy card on or about December 22, 2003, to all
stockholders entitled to vote at the special meeting.
Solicitation
The Company will bear the entire cost of solicitation of proxies,
including preparation, assembly, printing and mailing of this proxy statement,
the proxy and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of common stock of the Company
beneficially owned by others to forward to such
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beneficial owners. The Company may reimburse persons representing beneficial
owners of common stock for their costs of forwarding solicitation materials to
such beneficial owners. Original solicitation of proxies by mail may be
supplemented by telephone, telegram or personal solicitation by directors,
officers or other regular employees of the Company. No additional compensation
will be paid to directors, officers or other regular employees for such
services.
Voting Rights and Outstanding Shares
Only holders of record of common stock at the close of business on
December 19, 2003 will be entitled to notice of and to vote at the special
meeting. At the close of business on December 19, 2003, the Company had
outstanding and entitled to vote 5,072,943 shares of common stock. Each holder
of record of common stock on such date will be entitled to one vote for each
share held on all matters to be voted upon at the special meeting.
All votes will be tabulated by the inspector of elections appointed
for the meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions and broker non-votes will be
considered present at the special meeting for the purpose of establishing a
quorum.
With regard to the election of directors, votes may be cast in favor
or withheld; votes that are withheld will be excluded entirely from the vote and
will have no effect.
For purposes of the vote on Proposals 1 and 2, abstentions and broker
non-votes will have the same effect as votes against the proposal. For purposes
of the election of directors, abstentions and broker non-votes will not be
counted as votes cast and will have no effect on the result of the vote.
Proposals 1, 2 and 3 will not become effective unless all of the
proposals are approved by the stockholders at the special meeting.
Brokerage firms who hold shares in "street name" for customers have
the authority to vote those shares with respect to the election of directors if
such firms have not received voting instructions from a beneficial owner.
Revocability of Proxies
Any person giving a proxy pursuant to this solicitation has the power
to revoke it at any time before it is voted. It may be revoked by filing with
the Secretary of the Company at the Company's principal executive office, 5405
Spine Road, Boulder, Colorado 80301, a written notice of revocation or a duly
executed proxy bearing a later date, or it may be revoked by attending the
meeting and voting in person. Attendance at the meeting will not, by itself,
revoke a proxy. If no direction is indicated, the shares will be voted FOR the
amendment to the Certificate of Incorporation, FOR the removal of each of the
directors and FOR the election of each of the nominees for director. 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
special meeting.
Stockholder Proposals
Proposals of stockholders that are intended to be presented at the
Company's 2004 annual meeting of stockholders must be received by the Company
not later than March 31, 2004 in order to be included in the proxy statement and
proxy relating to that annual meeting.
Any stockholder proposal to be considered at the Company's 2004 annual
meeting, but not included in the proxy materials, must be submitted in writing
and received by the Company not fewer than 60 days prior to the 2004 annual
meeting; provided, however, that in the event that fewer than 70 days' notice or
public announcement of the date of the meeting is given or made to stockholders,
to be timely, notice by the stockholder must be received not later than the
close of business of the tenth day following the day on which public
announcement of the meeting date is first made by the Company.
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PROPOSAL 1
AMENDMENT OF CERTIFICATION OF INCORPORATION
On October 15, 2003, the Board of Directors adopted resolutions to
seek stockholder approval to amend the Certificate of Incorporation of the
Company to provide for removal of the staggered board structure and to provide
stockholders with the ability to remove directors without cause. At the same
meeting, the Board of Directors approved corresponding amendments to the
Company's Bylaws, which will not take effect unless and until these proposals
are approved by our stockholders. These changes to the Bylaws are not being
voted upon by stockholders.
The complete text of the proposed amendments to the Certificate of
Incorporation are attached as Appendix B to this proxy statement and
incorporated by reference herein. All stockholders are urged to read the
amendments to the Certificate of Incorporation carefully. The amendment to the
Certificate of Incorporation is contingent upon the removal and reelection of
each of the directors under Proposals 2 and 3 described below.
Purpose of the Amendments
Article V, Section A.2 of the Certificate of Incorporation currently
provides that the Board of Directors be divided into three classes as nearly
equal in number as possible. Directors of each class serve staggered three-year
terms, with the term of office of one class expiring each year. Directors
currently can be removed only for cause. If the stockholders approve the
amendment to the Certificate of Incorporation, the classes and staggered
three-year terms of directors will be eliminated. Unless the current directors
are removed from the board and reelected, as set forth in Proposals 2 and 3,
each director will continue to serve for the remainder of his three-year term,
subject to his prior resignation or removal.
One of the primary purposes of a staggered board structure is to serve
as an anti-takeover device designed to discourage persons, or groups of persons,
from seeking control of a company other than through negotiations with the
company's management and board of directors. The staggered, three-year terms of
our directors are designed to discourage non-negotiated, coercive take-over
attempts by delaying the time within which a majority of our Board of Directors
could be changed after a non-negotiated acquisition of a controlling block of
our voting stock. An additional purpose of a staggered board structure is to
promote stability and to help maintain a greater continuity of experience on a
company's board of directors. This stability and continuity results from a
majority of directors always having at least one year of experience with the
company.
Article V, Section A.3 of the Certificate of Incorporation currently
provides that a director may only be removed for cause. If a director can be
removed only "for cause," certain procedural formalities must be observed before
a director can be removed and it must be demonstrated that such director has
committed some wrong justifying such removal. As with the staggered board
described above, such procedural formalities discourage non-negotiated take-over
attempts by preventing the holder of a non-negotiated controlling block of our
voting stock from immediately removing all of the directors.
Many investors believe staggered boards decrease directors'
accountability to stockholders. Several scholars and companies have recently
concluded that, notwithstanding the benefits of a staggered board in promoting
corporate stability and in deterring coercive takeover attempts, stockholders
should have the opportunity to elect the company's directors annually. In
addition, limiting the ability of stockholders to remove directors only "for
cause" further decreases the directors' accountability.
Our Board of Directors has approved and is recommending this Proposal
No. 1 to our stockholders for the following reasons:
1. The Board of Directors believes that it is in the best interests of
the Company and its stockholders and an effective way to maintain and enhance
the accountability of the Board of Directors to allow stockholders to have the
opportunity each year to register their views on the performance of the Board of
Directors collectively and to hold individual directors accountable for their
decisions and policies; and
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2. The classification of the Board of Directors is no longer relevant
as an anti-takeover device because a majority of the shares of the Company
outstanding are held by a single stockholder. As a result, the Board of
Directors believes that the provisions contained in the Certificate of
Incorporation relating to the classification of the Board of Directors and
allowing for removal of directors only with cause are no longer appropriate.
Required Vote
The approval of Proposal 1 requires the affirmative vote of the
holders of at least sixty-six and two thirds (66 2/3%) of the voting power of
all of the then outstanding shares of the Company's voting stock, voting as a
single class.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THE AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
PROPOSAL 2
REMOVAL OF DIRECTORS
In connection with the proposed amendments to the Certificate of
Incorporation, the Board of Directors has determined that it is in the best
interests of the Company for the stockholders to remove the Company's directors
and reelect each of them under the revised Certificate of Incorporation. As only
the stockholders can remove a director before the expiration of that director's
term, the approval of the amendment to the Certificate of Incorporation does not
by itself shorten the term of any presently serving director. The sole purpose
of the removal of the directors is to immediately eliminate the staggered board
structure, which otherwise would be phased out over a three-year period upon the
amendment of the Certificate of Incorporation. The removal of each of the
directors is contingent upon the stockholders' approval of the amendment of the
Certificate of Incorporation under Proposal 1 and the reelection of each of the
directors under Proposal 3.
Required Vote
The approval of Proposal 2 requires the affirmative vote of the
holders of a majority of the voting power of all the then outstanding shares of
the Company's voting stock entitled to vote at an election of directors.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THE REMOVAL OF
EACH OF THE DIRECTORS
PROPOSAL 3
ELECTION OF DIRECTORS
There are seven nominees for election to the Board of Directors, each
of whom is currently a director of the Company. The election of each of the
directors is contingent upon the stockholders' approval of the amendment to the
Certificate of Incorporation under Proposal 1 and the removal of each of the
directors under Proposal 2. Each director to be elected will hold office until
the 2004 Annual Meeting of Stockholders. In any event, a director elected
pursuant to this proxy statement will hold office until his successor is elected
and is qualified, or until such director's earlier death, resignation or
removal.
Shares represented by executed proxies will be voted, if authority to
do so is not withheld, for the election of the seven nominees named below. In
the event that any nominee should be unavailable for election as a result of an
unexpected occurrence, such shares will be voted for the election of such
substitute nominee as management may propose. Each person nominated for election
has agreed to serve if elected and management
6
has no reason to believe that any nominee will be unable to serve. Directors are
elected by a plurality of the votes present in person or represented by proxy
and entitled to vote.
NOMINEES
The names of the nominees and certain information about them are set
forth below.
Mr. Bernard Hueber. Mr. Hueber, age 62, has served as director of the
Company since June 2000 and had been Chairman of the Board of the Company until
June 2002. Following his retirement from Groupe SNPE in June 2002, Mr. Hueber
became Secretary General of the Federation of European Explosives Manufacturers
(FEEM) and continues to serve in that capacity. From 1990 to December 2001, Mr.
Hueber served as the Chairman of the Board and Chief Executive Office of Nobel
Explosifs France. From January 2002 until his retirement from Groupe SNPE in
June 2002, Mr. Hueber served as General Manager of Groupe SNPE's Industrial
Explosives operating unit. From January 2003, Mr. Hueber has served as Secretary
General of SAFEX International.
Mr. Gerard Munera. Mr. Munera has served as a director of the Company
since September 2000. From October 1996 to the present, Mr. Munera, age 68, has
been General Manager of Synergex, a personally controlled holding company with
diversified investments, including real estate, securities, gold mining and high
technology industries. Mr. Munera is also Director of Security Biometrics, Inc.
Between 1990 and 1991, Mr. Munera was Senior Vice President of Corporate
Planning and Development and a member of the Executive Committee of RTZ plc.
Between 1991 and 1994, Mr. Munera was President of Minorco (USA), a diversified
$1.5 billion natural resources group. From 1994 to October 1996, Mr. Munera was
Chairman and CEO of Latin American Gold Inc., a gold exploration and mining
company.
Dr. George W. Morgenthaler. Dr. Morgenthaler, age 77, has served as a
director of the Company since June 1986. Dr. Morgenthaler also served as a
director during the period from 1971 to 1976. Dr. Morgenthaler has been a
Professor of Aerospace Engineering at the University of Colorado at Boulder
since 1986. He has served as Department Chair, Director of the University of
Colorado's BioServe Commercial Space Center and Associate Dean of Engineering
for Research. Previously, Dr. Morgenthaler was Vice President of Technical
Operations at Martin Marietta's Denver Aerospace Division, Vice President
Primary Products Division of Martin Marietta Aluminum Co. and Vice President and
General Manager of the Baltimore Division of Martin Marietta Aerospace Co. Dr.
Morgenthaler has served as a director of Computer Technology Assoc. Inc. from
1993 to 1999 and served as a director of Columbia Aluminum Company from 1987 to
1996.
Mr. Bernard Fontana. Mr. Fontana, age 42, has served as a director of
the Company since June 2000 and as Chairman of the Board of the Company since
July 2003. He was President and Chief Executive Officer of the Company from June
2000 to November 2000. Mr. Fontana is currently Executive Vice President of
Groupe SNPE, a position he has held since February 2002. Since February 2002,
Mr. Fontana has also served as Chairman and CEO of Isochem and Bergerac NC,
subsidiaries of Groupe SNPE engaged in the manufacture of fine chemicals and
specialty chemicals, respectively, and since June 2003 has served as Chairman
and CEO of Nobel Explosifs France, a Groupe SNPE subsidiary that manufactures
industrial explosives. Previously, Mr. Fontana was Executive Vice President of
the Fine Chemicals division of Groupe SNPE from January 2001 to January 2002.
Mr. Fontana has also been Vice President of Groupe SNPE, North America from
September 1999 to February 2002 and President of SNPE, Inc. since November 1999.
Mr. Fontana was Vice President of Strategy and Business Development of the
Chemicals division of Groupe SNPE from June 1998 to September 1999, General
Manager of SNPE Chimie from September 1996 to June 1998 and General Manager,
Bergerac NC, a business unit of Groupe SNPE, from 1992 to September 1996.
Mr. Dean K. Allen. Mr. Allen, age 68, has served the Company as a
director since July 1993. In January 2001, Mr. Allen retired as President of
Parsons Europe, Middle East and South Africa, a position he had held since
February 1996. Mr. Allen was Vice President and General Manager of Raytheon
Engineers and Constructors, Europe, from February 1994 to December 1995.
Mr. Michel Philippe. Mr. Philippe, age 60, has served as director of
the Company since June 2000 and was Chairman of the Board of the Company from
September 2002 until July 2003. Mr. Philippe was Senior Vice
7
President of Corporate Financial and Legal Affairs of Groupe SNPE from 1990
until June 2003 when he left the employment of Groupe SNPE.
Mr. Yves Charvin. Mr. Charvin, age 49, is currently Director of
Corporate Development and Legal Counsel for Groupe SNPE, a position he has held
since January 1995. Previously, Mr. Charvin served as Chief of the Legal
Department of Groupe SNPE from January 1989 to December 1994.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE
Executive Officers
The following individuals serve as executive officers of the Company.
Each executive officer is elected by the Board of Directors and serves at the
pleasure of the Board.
Name Position Age
Mr. Yvon Pierre Cariou President and Chief Executive Officer 58
Mr. Richard A. Santa Vice President, Chief Financial Officer and Secretary 53
Mr. John G. Banker Vice President, Marketing and Sales, Clad Metal Division 57
Mr. Yvon Pierre Cariou. Mr. Cariou has served as President and Chief
Executive Officer since November 2000. From March 2000 to November 2000, Mr.
Cariou was a consultant who performed research and development projects for the
oil industry and market research for a start-up company. From November 1998 to
March 2000, Mr. Cariou was President and Chief Executive Officer of Astrocosmos
Metallurgical Inc., a division of Groupe Carbone Lorraine of France, involved in
the design and fabrication of process equipment for the chemical and
pharmaceutical industries. From September 1993 to September 1998, Mr. Cariou was
a Partner and Vice President Sales and Marketing of Hydrodyne/FPI Inc. From
January 1991 to September 1993, Mr. Cariou was President of MAINCO Corp. and
ESCO Corp., manufacturing divisions of Nu-Swift, a public company based in the
United Kingdom.
Mr. Richard A. Santa. Mr. Santa has served as Vice President, Chief
Financial Officer and Secretary of the Company since October 1996 and served as
interim Chief Financial Officer from August 1996 to October 1996. Prior to
joining the Company in August 1996, Mr. Santa was Corporate Controller of Scott
Sports Group Inc. from September 1993 to April 1996. From April 1996 to August
1996, Mr. Santa was a private investor. From June 1992 to August 1993, Mr. Santa
was Chief Financial Officer of Scott USA, a sports equipment manufacturer and
distributor. Earlier in his career, Mr. Santa was a senior manager with Price
Waterhouse, where he was employed for ten years.
Mr. John G. Banker. Mr. Banker has served as Vice President, Marketing
and Sales, Clad Metal Division since June 2000. From June 1996 to June 2000, Mr.
Banker was President of CLAD Metal Products, Inc. From June 1977 to June 1996,
Mr. Banker was employed by the Company and served in various technical, sales
and management positions. Mr. Banker held the position of Senior Vice President,
Sales and New Business Development from June 1991 to July 1995.
Board Committees and Meetings
During the fiscal year ended December 31, 2002, the Board of Directors
held three meetings. The Board currently has an Audit Committee and a
Compensation Committee.
The Audit Committee meets with the Company's independent accountants
at least annually to review the results of the annual audit and discuss the
financial statements; recommends to the Board the independent accountants to be
retained; and receives and considers the accountants' comments as to controls,
adequacy of
8
staff and management performance and procedures in connection with audit and
financial controls. During the year 2002, the Audit Committee was composed of
Mr. Dean K. Allen, Dr. George W. Morgenthaler and Mr. Gerard Munera, three
non-employee directors who meet the definition of "independent directors" under
the National Association of Securities Dealers' listing standards. The Audit
Committee met five times during the 2002 fiscal year.
In June 2000, the Board adopted a written Charter of the Audit
Committee which requires that, commencing on or before June 14, 2001, the Audit
Committee be comprised of three or more independent directors, at least one of
whom has relevant financial or accounting experience.
The Compensation Committee makes recommendations concerning salaries
and incentive compensation, awards stock options to employees and non-employee
directors under the Company's stock option plans and otherwise determines
compensation levels and performs such other functions regarding compensation as
the Board may delegate. During the year ended December 31, 2002, the
Compensation Committee was composed of four non-employee directors, Mr. Michel
Philippe, Mr. Bernard Hueber, Mr. Dean K. Allen and Dr. George W. Morgenthaler.
It met once during such fiscal year.
During the fiscal year ended December 31, 2002, Mr, Bernard Fontana
attended less than 75% of the number of meetings of the Board.
9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of the Company's common stock as of December 19, 2003 by: (i) each
person or group known by the Company to be the beneficial owner of more than 5%
of the Company's common stock, (ii) each director of the Company; (iii) each
executive officer of the Company; and (iv) all executive officers and directors
of the Company as a group.
Beneficial Ownership (1)
Number Percent
Name and Address (2) of Beneficial Owner of Shares of Total
---------------------------------------- --------- --------
SNPE, Inc. (3) ..................................................... 2,763,491 54.48
101 College Road East
Princeton, NJ 08540
Mr. Yvon Pierre Cariou (4).......................................... 36,000 *
Mr. Richard A. Santa (4)............................................ 124,164 2.45
Mr. John G. Banker (4).............................................. 43,041 *
Mr. Bernard Hueber (4).............................................. 17,500 *
Mr. Dean K. Allen (4)............................................... 43,000 *
Mr. Bernard Fontana (4)............................................. 17,500 *
Dr. George W. Morgenthaler (4)...................................... 112,778 2.22
Mr. Michel Philippe (4)............................................. 17,500 *
Mr. Gerard Munera (4)............................................... 17,500 *
Mr. Yves Charvin.................................................... 7,500 *
All executive officers and directors ............................... 436,483 8.13
as a group (5) (10 persons)
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* Less than 1%
(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G, if any, filed with the
Securities and Exchange Commission. Unless otherwise indicated in the
footnotes to this table and subject to community property laws where
applicable, the Company believes that each of the stockholders named in
this table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Applicable percentages are based on
5,072,943 shares outstanding on December 19, 2003, adjusted as required by
rules promulgated by the SEC.
(2) Unless otherwise indicated, the address of each beneficial owner is c/o
Dynamic Materials Corporation, 5405 Spine Road, Boulder, Colorado 80301.
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(3) The information reported is based solely on information contained in the
Form 4 filed by each of SNPE, Inc., SOFIGEXI, and SNPE. Each reported that
it had shared voting and investment power and beneficial ownership of
2,763,491 shares.
(4) Amounts reported include shares subject to stock options exercisable within
60 days of December 19, 2003 as follows: Mr. Cariou, 30,000 shares; Mr.
Santa, 108,000 shares; Mr. Banker, 23,000 shares; Mr. Hueber, 17,500
shares; Mr. Allen, 30,000 shares; Mr. Fontana, 17,500 shares; Dr.
Morgenthaler, 25,000 shares; Mr. Philippe, 17,500 shares; Mr. Munera,
17,500 shares; and Mr. Charvin, 7,500 shares. Shares of common stock
subject to options that are exercisable within 60 days of December 19, 2003
are deemed to be beneficially owned by the person holding those options for
the purpose of computing the percentage ownership of the person, but are
not treated as outstanding for the purpose of computing any other person's
percentage ownership.
(5) The amount reported includes 293,500 shares subject to stock options
exercisable within 60 days of December 19, 2003. The applicable percentage
is based on 5,366,443 shares outstanding, which includes shares subject to
stock options exercisable within 60 days.
11
Financial Performance
The following graph compares the performance of the common stock with
the Nasdaq Non-Financial Stocks Index and the Nasdaq Composite (US) Index. The
comparison of total return (change in year end stock price plus reinvested
dividends) for each of the years assumes that $100 was invested on December 29,
1997 in each of the Company, Nasdaq Non-Financial Stocks Index and the Nasdaq
Composite (US) Index with investment weighted on the basis of market
capitalization. Historical results are not necessarily indicative of future
performance.
[GRAPHIC OMITTED]
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Total Return Analysis 12/29/97 12/31/98 2/31/99 12/31/00 12/29/01 12/31/02
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Dynamic Materials Corporation $ 100.00 $ 46.88 $ 14.88 $ 12.50 $ 49.38 $ 29.63
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Nasdaq Non-Financial Stocks $ 100.00 $ 46.75 $ 287.71 $ 167.99 $ 128.46 $ 83.94
-----------------------------------------------------------------------------------------------------------
Nasdaq Composite (US) $ 100.00 $ 140.99 $ 261.49 $ 157.77 $ 125.16 $ 86.53
-----------------------------------------------------------------------------------------------------------
12
EXECUTIVE COMPENSATION
Compensation of Directors
During 2002, each non-employee director of the Company has received a
quarterly retainer of $1,000 and per meeting fees of $1,000 for attendance at
non-telephonic Board meetings, $500 for attendance at telephonic Board meetings
and $250 for attendance at committee meetings. In the fiscal year ended December
31, 2002, the aggregate compensation paid to all non-employee directors was
$43,333. The members of the Board of Directors are also eligible for
reimbursement of their expenses incurred in connection with attendance at Board
meetings, in accordance with Company policy.
Each non-employee director of the Company also receives automatic
grants of non-statutory stock options under the Company's Amended and Restated
1997 Equity Incentive Plan. Upon the initial election or appointment of a
non-employee director to the Company's Board of Directors, such director is
automatically granted, without further action by the Company, the Board of
Directors or the stockholders of the Company, a non-statutory option to purchase
7,500 shares of common stock. On the date of each annual meeting of the
Company's stockholders, each person who is then a non-employee director is
automatically granted an option to purchase that number of shares of common
stock of the Company determined by multiplying 5,000 shares by a fraction, the
numerator of which is the number of days the person continuously has been a
non-employee director since the date of the last annual meeting as of the date
of grant and the denominator of which is 365. The exercise price of such options
may not be less than 85% of the fair market value of the common stock subject to
the option on the date of the option grant. The options may be exercised as
provided in each option agreement which typically states that the option may not
be exercised until the date upon which the option holder has provided one year
of continuous service as a non-employee director following the date of grant of
the option. The term of each option is 10 years. If the non-employee director's
continuous status as a director terminates, the option will terminate on the
earlier of its expiration date and three months following the date of such
termination.
During the fiscal year ended December 31, 2002, the Company granted
options covering an aggregate of 37,500 shares to seven individuals serving as
non-employee directors of the Company, at a weighted-average exercise price of
$2.25 per share. During the fiscal year ended December 31, 2002, options for an
aggregate of 5,000 shares of common stock were exercised by individuals
currently serving as non-employee directors.
13
Compensation of Executive Officers
SUMMARY OF COMPENSATION
The following table shows compensation awarded or paid to, or earned
by, the Company's executive officers and certain other employees during the
fiscal years ended December 31, 2002, 2001 and 2000:
Long-Term Compensation
Annual Compensation Awards
-------------------------------------------- -----------------------------
Fiscal Other Annual All Other
Name and Principal Position Year Salary ($) Bonus Compensation ($)(1) Options (#) Compensation ($)
--------------------------- ---- ---------- ----- ------------------- ----------- ----------------
Yvon Pierre Cariou 2002 225,000 90,000 - 30,000 8,070(3)
President and 2001 185,000 101,000 - 30,000
Chief Executive 2000 23,130 10,000 - -
Officer(2)
Richard A. Santa 2002 205,000 65,500 - 23,000 9,360(5)
Vice President, Chief 2001 200,000 64,000 - 23,000 8,519(6)
Financial Officer and 2000 157,037 16,500 - 10,000 6,537(7)
Secretary
John G. Banker 2002 128,750 146,551 - 23,000 6,369(9)
Vice President, 2001 125,000 100,241 - 23,000 8,366(10)
Sales and Marketing(8) 2000 65,866 10,000 - - 1,528(11)
Gary Burke 2002 93,000 23,500 - 5,000 3,863(12)
General Manager, 2001 88,000 22,000 - 8,000 2,911(12)
Mt. Braddock Facility 2000 78,000 8,200 - 5,000 3,095(12)
Don Rittenhouse 2002 94,000 15,040 - 5,000 3,760(12)
Corporate Controller 2001 87,000 10,440 - 8,000 3,413(12)
2000 74,750 7,500 - 2,500 2,974(12)
(1) Except as disclosed in this column, the amount of perquisites provided to
each Named Executive Officer did not exceed the lesser of $50,000 or 10% of
total salary and bonus for each fiscal year.
(2) Mr. Cariou joined the Company in November 2000.
(3) Includes $2,570 of life insurance premiums $5,500 of matching contributions
under the 401(k) plan.
(4) Includes $285 of matching contributions under the 401(k) plan.
(5) Includes $3,860 of life insurance premiums and $5,500 of matching
contributions under the 401(k) plan
(6) Includes $3,269 of life insurance premiums and $5,250 of matching
contributions under the 401(k) plan.
(7) Includes $1,287 of life insurance premiums and $5,250 of matching
contributions under the 401(k) plan.
(8) Mr. Banker joined the Company in June 2000.
(9) Includes $1,427 of life insurance premiums and $4,952 of matching
contributions under the 401(k) plan
(10) Includes $3,783 of life insurance premiums and $4,583 of matching
contributions under the 401(k) plan.
(11) Includes $1,528 of life insurance premiums.
(12) Matching contributions under the 401(k) plan.
14
STOCK OPTIONS
The Company grants options to its executive officers under its Amended
and Restated 1997 Equity Incentive Plan. As of August 25, 2003, options to
purchase a total of 658,498 shares were outstanding under this plan and options
to purchase 175,250 shares remained available for grant thereunder.
The following table shows certain information regarding options
granted to the Company's above-referenced officers and certain other employees
during the fiscal year ended December 31, 2002:
OPTION GRANTS IN FISCAL YEAR 2002
Potential Realizable Value
At Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term
----------------------------------------------------- ---------------
Percent of
Number of Total
Securities Options Exercise
Underlying Granted to or Base
Options Employees Price Expiration
Name Granted (#) in 2002 ($/Sh) Date 5% ($) 10% ($)
---- ----------- ------- ------ ---- ------ -------
Yvon Pierre Cariou 30,000 23.3% $3.35 4/18/2012 63,204 160,171
Richard A. Santa 23,000 17.8% $3.35 4/18/2012 48,456 122,798
John G. Banker 23,000 17.8% $3.35 4/18/2012 48,456 122,798
Gary Burke 5,000 3.9% $3.35 4/18/2012 10,534 26,695
Don Rittenhouse 5,000 3.9% $3.35 4/18/2012 10,534 26,695
The following table shows for the fiscal year ended December 31, 2002,
certain information regarding options exercised by, and held at year-end by, the
Company's above-referenced officers and certain other employees:
OPTION EXERCISES IN FISCAL YEAR 2002 AND FISCAL YEAR-END OPTION VALUES
Number of securities
underlying Value of unexercised
unexercised options at in-the-money options at
December 31, 2002 December 31, 2002 (1)
----------------- ---------------------
Shares
acquired on Value Exercisable/ Exercisable/
Name exercise (#) realized ($) Unexercisable Unexercisable
---- ------------ ------------ ------------- -------------
Yvon Pierre Cariou - - 7,500/52,500 $3,713/$11,138
Richard A. Santa - - 83,250/47,750 $5,946/$11,639
John G. Banker - - 5,750/40,250 $2,846/$8,539
Gary Burke - - 24,875/14,125 $2,540/$4,520
Don Rittenhouse - - 22,250/12,250 $1,765/$3,745
--------------------
(1) i.e., value of options for which the fair market value of the common stock
at December 31, 2002 ($2.37) exceeds the exercise price.
15
Employment Agreements
Mr. Yvon Cariou has an employment agreement with the Company, under
which he is entitled to receive six months salary in the case of termination of
Mr. Cariou's employment without cause. The agreement has an indefinite term. Mr.
Yvon Cariou's base salary was increased to $240,000 effective December 23, 2002.
Mr. Richard Santa has an employment agreement with the Company under
which he is entitled to receive 26 weeks of salary if (i) he is involuntarily
terminated without cause or (ii) there is a change of control of the Company.
The employment agreement has an indefinite term. Mr. Richard Santa's base salary
was increased to $211,000 effective December 23, 2002.
Mr. John Banker has an employment agreement with the Company for a
five-year term ending June 16, 2005. The agreement provides that if the Company
terminates Mr. Banker's employment involuntarily without cause, he is entitled
to receive his base salary for a period ending upon the later of (i) six months
from the date of termination or (ii) the fifth anniversary of the date of the
agreement, provided that he continues to comply with the applicable provisions
of the agreement. Mr. John Banker's base salary was increased to $132,500
effective December 23, 2002.
16
REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
The Audit Committee, as of December 31, 2002, was comprised of Mr.
Dean K. Allen, Dr. George W. Morgenthaler and Mr. Gerard Munera, each of whom
are independent as such term is defined in Rule 4200(a)(15) of the NASD listing
standards. As required by the written Charter of the Audit Committee adopted by
the Board of Directors in June, 2000, the Audit Committee reviewed and discussed
the audited financial statements for the Company with the Company's management.
The Audit Committee has also discussed with Ernst & Young, the Company's
independent accountants, the matters required to be discussed by the Statement
on Auditing Standards No. 61, as amended. The Audit Committee has received from
Ernst & Young the written disclosures and the letter required by Independence
Standards Board Standard No. 1, and the Audit Committee has discussed with Ernst
& Young that firm's independence. Nothing came to the attention of the Audit
Committee that caused the Audit Committee to believe that the audited financial
statements contain any materially misleading information or omit any material
information. Based upon these discussions and the Audit Committee's review, the
Audit Committee recommended to the Board of Directors that the Company include
the audited financial statements in the Company's Annual Report on Form 10-K for
the year ended December 31, 2002.
The Audit Committee also reviewed and discussed the fees paid, as
listed below, to Ernst & Young during the last fiscal year for audit and
non-audit services and has determined that the provision of the non-audit
services are compatible with Ernst & Young's independence. For fiscal year 2002,
the Company paid Ernst & Young and Arthur Andersen aggregate fees of
approximately $104,595.
Audit Fees
The Company paid Ernst & Young approximately $87,935 for aggregate
fees billed for professional services rendered for the audit of the Company's
2002 annual financial statements and review of the Company's 2002 quarterly
financial statements. In addition, the Company paid Arthur Andersen $6,000 for a
review of the financial statement for the first quarter of 2002.
Financial Information Systems Design and Implementation Fees
None of the auditing firms rendered financial information systems
design and implementation services and therefore no fees were billed for such
services.
All Other Fees
The Company did not pay out any fees in 2002 for other professional
services, including services associated with proxy filings, federal and state
tax compliance and business advisory services.
Audit Committee Members
Dean K. Allen
George W. Morgenthaler
Gerard Munera
17
REPORT OF THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee of the Board, which is composed of four non-employee
members of the Board. The Compensation Committee reviews compensation
arrangements of all executive officers of the Company and recommends certain
arrangements to the Board for approval. In reviewing the compensation of
individual executive officers, the Compensation Committee takes under
consideration published industry compensation surveys, compensation paid to
executive officers at other comparable companies, current market conditions and
the recommendations of management.
Compensation Philosophy
The Company's compensation philosophy is to (i) provide a compensation
program that will be able to attract and retain high caliber managerial talent,
(ii) provide compensation opportunities that are competitive with those provided
by other comparable companies, and (iii) create a balance between short-term
performance measures and long-term strategic direction and decisions through
incentive programs which are linked to stockholder value. Available forms of
executive compensation include base salary, annual performance bonuses and stock
options.
CEO Compensation
The principal components of compensation for the Chief Executive
Officer for fiscal 2002 included base salary, bonus and stock option grants. The
Compensation Committee increased Mr. Cariou's base salary from $225,000 to
$240,000, effective December 23, 2002, based largely on an assessment of his
responsibilities within the Company, publicly available information about
salaries of executives with similar responsibilities in companies of comparable
size and scope, and the subjective evaluation of his overall performance and
contribution to the Company.
In early 2003, Mr. Cariou was paid a cash bonus of $90,000. The entire
amount of this bonus was tied to the Company's achievement of specific operating
income performance targets for the year ended December 31, 2002 that were set at
the beginning of 2002. On April 28, 2002, the Compensation Committee granted Mr.
Cariou an option to purchase 30,000 shares of Dynamic Materials Corporation
common stock at an exercise price of $3.35 per share. The exercise price was set
at the fair market value on the date of grant and the option vests 25% annually
beginning on the first anniversary date of the grant. The stock option expires
ten years from the date of grant.
Base Salary
Base salary for executive officers is determined in the same manner as
that of other salaried employees. Salary guidelines are established by comparing
the responsibilities of the individual's position in relation to similar
positions in comparable companies. Individual salaries are determined
considering the person's performance against certain corporate objectives, such
as successful execution of the Company's strategy, comparisons of budgeted
amounts to actual amounts and overall profitability of the Company.
Bonus Plan
The Bonus Plan, an annual incentive award plan, is a variable pay
program for officers and other senior managers of the Company to earn additional
annual cash compensation. The actual incentive award earned depends on the
extent to which the Company or division objectives are achieved. At the start of
each year, the Compensation Committee and the Board review and approve the
performance objectives for the Company and individual officers. The Company's
objectives consist of operating, strategic and financial goals that are
considered critical to the Company's fundamental long-term goal - building
stockholder value.
After the end of the year, the Compensation Committee evaluates the
degree to which the Company has met its goals and establishes a total bonus
award pool under the Bonus Plan. Individual awards are determined
18
by evaluating each participant's performance against personal objectives and
allocating a portion of the award pool base upon a participant's contribution
during the year. Awards are paid in cash in January or February following the
performance year.
Amended and Restated 1997 Equity Incentive Plan
The 1997 Plan authorizes the Compensation Committee, or its designee,
to grant incentive or non-statutory stock options to purchase shares of the
Company's common stock. The purpose of the 1997 Plan is to enable the Company to
attract, retain and motivate its employees and to enable employees to
participate in the long-term growth of the Company by providing for or
increasing the proprietary interest of such employees in the Company. Periodic
grants are generally made annually to eligible employees, with additional grants
being made upon commencement of employment and, occasionally, following a
significant change in job responsibilities, scope or title. Grants to executive
officers under the 1997 Plan are designed to align a portion of the executive's
compensation with the long-term interests of the Company's stockholders.
Compensation Committee Members
Dean K. Allen
Michel Philippe
George W. Morgenthaler
Bernard Hueber
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 16, 2001, the Company announced that it had reached agreement
to acquire 100% of the stock of Nobelclad Europe S.A. ("Nobelclad") and Nitro
Metall Aktiebolag ("Nitro Metall") from Nobel Explosifs France ("NEF").
Nobelclad and Nitro Metall operate cladding businesses located in Rivesaltes,
France and Likenas, Sweden, respectively, which generated combined revenues of
approximately $10.5 million in calendar year 2000. NEF is wholly owned by Groupe
SNPE and is a sister company to SNPE, Inc., which owns 55% of the Company's
common stock. Mr. Bernard Fontana, a Director of the Company, is the President
of SNPE, Inc. The acquisition closed on July 3, 2001. The purchase price was
financed through a $4.0 million intercompany note agreement between the Company
and SNPE, Inc. and the assumption of $1.23 million in third party bank debt
associated with Nobelclad's acquisition of Nitro Metall from NEF prior to the
Company's purchase of Nobelclad stock.
The Company has a sales commission agreement with Clad Metal Products,
Inc. which is 100% owned by Mr. John Banker, an executive Officer of the
Company. Under this agreement, the Company will pay Clad Metal Products, Inc.
20% of the commissions that it earns on sales of certain non-explosion clad
products. During fiscal year 2002, $78,308 was earned in commission and was
subsequently paid in 2003.
19
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented
for consideration at the special meeting. If any other matters are properly
brought before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgment.
By Order of the Board of Directors,
RICHARD A. SANTA
Vice President, Chief Financial Officer and Secretary
December 22, 2003
20
APPENDIX A
PROXY PROXY
DYNAMIC MATERIALS CORPORATION
5405 SPINE ROAD, BOULDER, COLORADO 80301
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE SPECIAL MEETING OF STOCKHOLDERS - January 28, 2004
The undersigned hereby constitutes and appoints Yvon Pierre Cariou and
Richard A. Santa, and each of them, his true and lawful agents and proxies with
full power of substitution in each, to represent the undersigned at the Special
Meeting of Stockholders of Dynamic Materials Corporation to be held at 5405
Spine Road, Boulder, Colorado on January 28, 2004, at 9:00 a.m. local time, and
at any postponements, continuations and adjournments thereof, on all matters
coming before said meeting.
You are encouraged to specify your choices by marking the appropriate
boxes, but you need not mark any boxes if you wish to vote in accordance with
the Board of Director's recommendations. The persons named herein as agents and
proxies cannot vote your shares unless you sign and return this card.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
1
-----------------------------------------------------------------------------------------------------------
DYNAMIC MATERIALS CORPORATION
PLEASE MARK VOTE IN BOX IN THE FOLLOWING MANNER USING DARK INK ONLY. (X)
1. Amendment to the Certificate of Incorporation of the Company to provide for
removal of the staggered board and to provide stockhohlders with the
ability to remove directors without cause.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. Removal of each of the directors
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Election of Directors
FOR all nominees WITHHOLD
(except as marked to the AUTHORITY
contrary below) to vote for all nominees
[ ] [ ]
(INSTRUCTIONS: To withhold authority to vote for any individual nominee mark the box next to the
nominee's name below)
Bernard Hueber [ ] Gerard Munera [ ] George W. Morganthaler [ ]
Bernard Fontana [ ] Dean K. Allen [ ] Michel Philippe [ ]
Yves Charvin [ ]
4. Upon such other matters as may properly come before the meeting
FOR [ ] AGAINST [ ] ABSTAIN [ ]
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If
no direction is made, this proxy will be voted FOR Proposals 1 through 3.
The Board of Directors recommends a vote "FOR" each of the listed proposals.
-----------------------------------------------------------------------------------------------------------
Dated: ___________________, 2004
Signature(s)_________________________
Please mark, sign and return promptly using the enclosed envelope.
Executors, administrators, trustees, etc. should give a title as such. If the
signer is a corporation, please sign full corporate name by duly authorized
officer.
2
APPENDIX B
Text of the Amendments to the Certificate of Incorporation
Bracketed italicized text indicates text to be deleted upon
effectiveness of amendments.
Underlined bold text indicates text to be added upon effectiveness of
amendments.
The following Sections of the Certificate of Incorporation shall be
amended and restated in their entirety to read as set forth below
Article V, Section A.2
Subject to the rights of the holders of any series of Preferred Stock
to elect additional directors under specified circumstances, [the directors
shall be divided into three classes designated as Class I, Class II and Class
III, respectively. Directors shall be assigned to each class in accordance with
a resolution or resolutions adopted by the Board of Directors. At the first
annual meeting of stockholders following the adoption and filing of this
Certificate of Incorporation, the term of office of the Class I directors shall
expire and Class I directors shall be elected for a full term of three years. At
the second annual meeting of stockholders following the adoption and filing of
this Certificate of Incorporation, the term of office of the Class II directors
shall expire and Class II directors shall be elected for a full term of three
years. At the third annual meeting of stockholders following the adoption and
filing of this Certificate of Incorporation, the term of office of the Class III
directors shall expire and Class III directors shall be elected for a full term
of three years. At each succeeding annual meeting of stockholders, directors
shall be elected for a full term of three years to succeed the directors of the
class whose terms expire at such annual meeting.] {A}each of the directors shall
be elected at the annual meeting of stockholders for a term of 1 year.{A}
Notwithstanding the foregoing provisions of this Article, each director shall
serve until his successor is duly elected and qualified or until his death,
resignation or removal. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.
Article V, Section A.3
Subject to the rights of the holders of any series of Preferred Stock,
[no director shall be removed without cause] {A}directors may be removed from
the Board of directors with or without cause.{A} Subject to any limitations
imposed by law, the Board of Directors or any individual director may be removed
from office at any time [with cause] by the affirmative vote of the holders of a
majority of the voting power of all the then-outstanding shares of voting stock
of the corporation, entitled to vote at an election of directors (the "Voting
Stock").
1