File No. 001-14775
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Dynamic Materials Corporation
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(Exact name of registrant as specified in its charter)
Delaware 84-0608431
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(Jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
5405 Spine Road
Boulder, Colorado 80301
(Address of principal executive offices)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ x ]
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.05 par value
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
This Amendment No. 1 to the registration statement on Form 8-A/A amends
the registration statement on Form 8-A that Dynamic Materials Corporation (the
"Company") filed on August 13, 1976.
Common Stock
The Company is authorized to issue up to 15,000,000 shares of common stock,
$.05 par value per share (the "Common Stock"). Holders of shares of Common Stock
are entitled to one vote per share on all matters to be voted on by
stockholders. The holders of Common Stock are entitled to receive such
dividends, if any, as may be declared from time to time by the Company's Board
of Directors out of funds legally available therefor. Upon liquidation or
dissolution of the Company, the holders of Common Stock are entitled to share
ratably in the distribution of assets, subject to the rights of the holders of
Preferred Stock (as defined below), if any. Holders of Common Stock have no
preemptive rights, subscription rights or conversion rights. There are no
redemption or sinking fund provisions with respect to the Common Stock. As of
March 24, 2006, there were 11,780,920 shares of Common Stock outstanding, held
by approximately 345 holders of record.
In addition, the Company is authorized to issue 4,000,000 shares of
preferred stock, $.05 par value per share (the "Preferred Stock"), in one or
more series as determined by the Board of Directors. No shares of Preferred
Stock are currently issued or outstanding. The Board of Directors may, without
further action by the stockholders of the Company, issue a series of Preferred
Stock and fix or alter from time to time the designation, powers, preferences
and rights of such shares of Preferred Stock, including the dividend rights,
dividend rates, conversion rights, exchange rights, voting rights, terms of
redemption, redemption price or prices, liquidation preferences, the number of
shares constituting any series and the designation of such series. The rights of
the holders of Common Stock will be subject to, and may be adversely affected
by, the rights of the holders of any Preferred Stock issued by the Company in
the future.
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Item 2. Exhibits.
Exhibit
Number Exhibit
3.1 Certificate of Incorporation of the Company (incorporated by
reference to the Company's Quarterly report on Form 10-Q/A for
the quarter ended March 31, 2004).
3.2 Bylaws of the Company (incorporated by reference to the
Company's Quarterly report on Form 10-Q/A for the quarter ended
March 31, 2004).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Dynamic Materials Corporation
By: /s/ Richard A. Santa
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Richard A. Santa
Vice President, Chief Financial Officer and
Secretary of Dynamic Materials Corporation
DATED: March 27, 2006
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EXHIBIT INDEX
Exhibit
Number Exhibit
3.1 Certificate of Incorporation of the Company (incorporated by
reference to the Company's Quarterly report on Form 10-Q/A for
the quarter ended March 31, 2004).
3.2 Bylaws of the Company (incorporated by reference to the
Company's Quarterly report on Form 10-Q/A for the quarter ended
March 31, 2004).
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