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): March 3, 2005
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) 655-5700
(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
The material agreements described below will be filed as exhibits to
Dynamic Material Corporation's Form 10-K for the year ended December 31, 2004.
Yvon Cariou Employment Agreement
On March 3, 2005, Dynamic Materials Corporation (the "Company") entered
into an Employment Agreement with Yvon Cariou, who will continue to serve as
President and Chief Executive Officer of the Company. Mr. Cariou's agreement is
effective as of January 1, 2005 until terminated (i) at any time with Cause (as
defined in the Employment Agreement) or (ii) upon one year's written notice of
termination or the payment of one year's salary, including a bonus for such
period, for any reason other than Cause. The agreement provides for an annual
base salary of $290,000 with annual adjustments at the discretion of the Board
of Directors of the Company. The agreement also provides for annual incentive
compensation, with the maximum percentage for 2005 set at 50% of base salary. An
extra bonus may be paid based on 4% of pre-tax income, before extraordinary
items above 110% of budget. Mr. Cariou will be eligible to receive options to
purchase shares of the common stock of the Company under the Company's 1997
Equity Incentive Plan (the "Option Plan"), subject to the terms and conditions
of such plan and the terms and conditions of the option agreement.
The Employment Agreement with Mr. Cariou also contains non-competition and
non-solicitation covenants. These covenants, as described in the Employment
Agreement, are effective during employment and for a period of 2 years following
termination of employment.
John G. Banker Employment Agreement
On March 3, 2005, the Company entered into an Employment Agreement with
John G. Banker, who will continue to serve as Vice President Marketing and
Sales, Clad Metal Division of the Company. Mr. Banker's agreement is effective
during the initial term beginning on January 1, 2005 and ending on December 31,
2007, unless otherwise terminated by either party pursuant to the terms of the
agreement. Prior to the expiration of the initial term, the parties may
negotiate a new employment contract or the agreement may be automatically
extended. After the expiration of the initial term, the agreement may be
terminated (i) at any time with Cause (as defined in the Employment Agreement)
or (ii) upon one year's written notice of termination or the payment of one
year's salary, including a bonus for such period, for any reason other than
Cause. The agreement provides for an annual base salary of $200,000 with annual
adjustments at the discretion of the Board of Directors of the Company. The
agreement also provides for annual incentive compensation, with the maximum
percentage for 2005 set at 60% of base salary. Mr. Banker will be eligible to
receive options to purchase shares of the common stock of the Company under the
Company's Option Plan, subject to the terms and conditions of such plan and the
terms and conditions of the option agreement.
The Employment Agreement with Mr. Banker also contains non-competition and
non-solicitation covenants. These covenants, as described in the Employment
Agreement, are effective during employment and for a period of 2 years following
termination of employment.
Richard A. Santa Employment Agreement
On March 3, 2005, the Company entered into an Employment Agreement with
Richard A. Santa, who will continue to serve as Vice President and Chief
Financial Officer of the Company. Mr. Santa's agreement is effective as of
January 1, 2005 until terminated (i) at any time with Cause (as defined in the
Employment Agreement) or (ii) upon one year's written notice of termination or
the payment of one year's salary, including a bonus for such period, for any
reason other than Cause. The agreement provides for an annual base salary of
$223,500 with annual adjustments at the discretion of the Board of Directors of
the Company. The agreement also provides for annual incentive compensation, with
the maximum percentage for 2005 set at 40% of base salary. Mr. Santa will be
eligible to receive options to purchase shares of the common stock of the
Company under the Company's Option Plan, subject to the terms and conditions of
such plan and the terms and conditions of the option agreement.
The Employment Agreement with Mr. Santa also contains non-competition and
non-solicitation covenants. These covenants, as described in the Employment
Agreement, are effective during employment and for a period of 1 year, with
respect to non-competition, and 2 years, with respect to non-solicitation,
following termination of employment.
Item 7.01 Regulation FD Disclosure
On March 9, 2005, the Company issued a press release announcing that it has
received an order valued at more than $5.3 million for work on a nickel
hydrometallurgy project in New Caledonia. The information contained in this Item
7.01 (including the exhibit hereto) shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing. A copy of this press release is attached
hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release dated March 9, 2005
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: March 9, 2005
INDEX TO EXHIBITS
Number Description
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99.1 Press Release dated March 9, 2005