Dynamic Materials Corp - Current report filing (8-K)
April 28 2008 - 3:52PM
Edgar (US Regulatory)
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)
: April 23,
2008
Dynamic
Materials Corporation
(Exact Name of Registrant as
Specified in its Charter)
Delaware
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0-8328
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84-0608431
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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5405 Spine Road
Boulder, Colorado 80301
(Address of Principal Executive Offices, Including Zip
Code)
(303) 665-5700
(Registrants Telephone Number, Including Area Code)
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:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01
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Entry
into a Material Definitive Agreement
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Beginning on April 24,
2008, Dynamic Materials Corporation (the Company) entered into
Indemnification Agreements with each of its directors and named executive
officers (the Indemnification Agreements). The Indemnification
Agreements require the Company, with certain exceptions, to indemnify its
directors and named executive officers against liabilities that may arise by
reason of their status or service as directors or officers. They also
require the Company to advance any expenses incurred by the directors or named
executive officers as a result of any proceeding against them as to which they
could be indemnified and to obtain directors and officers insurance, if
available on reasonable terms.
This summary of the terms of
the Indemnification Agreements is qualified in its entirety by reference to a
form-of Indemnification Agreement which is filed as Exhibit 10.1 to this
report.
Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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On April 23, 2008, the
Company entered into new employment agreements with each of its named executive
officers (the Employment Agreements).
The Employment Agreements are effective as of January 1, 2008 through
December 31, 2008, unless earlier terminated, and supersede earlier
employment agreements. Pursuant to the
Employment Agreements, the Company may terminate the officers employment at
any time for cause (as defined in the Employment Agreements, copies of which
are attached as exhibits 10.2, 10.3 and 10.4 to this Form 8-K) effective
immediately upon written notice to the officer.
The Employment Agreements also provide that the Company may terminate
the officer for any reason other than for cause upon the payment of (a) one
years salary, payable in twelve monthly payments, plus (b) a bonus for
such period based on the average bonus paid to the officer for the two years
preceding his termination.
The Employment Agreements
provide for salaries and incentive bonuses as set forth below. Both the non-discretionary and discretionary
bonuses will be determined based on performance goals and rules established
by the compensation committee of the Companys board of directors. The bonuses, if any, will be payable before March 15,
2009.
Name and Title
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2008
Salary
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2008 Non-Discretionary
Bonus
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2008 Discretionary
Bonus
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Yvon Pierre Cariou,
President & Chief Executive Officer
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$
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440,000
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2.5%
of the Companys 2008 net income
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Up
to 25% of 2008 salary
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Richard A. Santa,
Senior Vice President &
Chief Financial Officer
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$
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275,000
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1%
of the Companys 2008 net income
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Up
to 20% of 2008 salary
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John G. Banker,
Senior Vice President
Customers & Technology
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$
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275,000
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1%
of the Companys 2008 net income
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Up
to 20% of 2008 salary
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Under the Employment
Agreements, each of the named executive officers is also eligible to receive
awards of restricted shares of Company common stock under the Companys 2006
Stock Incentive Plan, subject to the terms and conditions of such plan and as
granted by the compensation
2
committee
of the Companys board of directors (information regarding the Companys 2006
Stock Incentive Plan is hereby incorporated by reference to the Companys quarterly
report on Form 10-Q filed with the Securities and Exchange Commission on November 2,
2006). The Employment Agreements also contain
customary non-competition and non-solicitation provisions.
This summary of the terms of
the Employment Agreements is qualified in its entirety by reference to the Employment
Agreements which are filed as Exhibits 10.2, 10.3 and 10.4
to this report.
Item 9.01
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Financial Statements and
Exhibits.
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(d)
Exhibits.
Exhibit Number
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Description
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10.1
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Form of
Indemnification Agreement.
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10.2
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Employment
Agreement dated as of April 23, 2008, between the Company and Yvon
Pierre Cariou.
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10.3
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Employment
Agreement dated as of April 23, 2008, between the Company and Richard A.
Santa.
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10.4
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Employment
Agreement dated as of April 23, 2008, between the Company and John G.
Banker.
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3
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 hereunto duly authorized.
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DYNAMIC MATERIALS
CORPORATION
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Dated: April 28, 2008
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By:
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/s/ Richard A. Santa
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Richard A. Santa
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Vice President and Chief
Financial Officer
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4
EXHIBIT
INDEX
Exhibit Number
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Description
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10.1
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Form of
Indemnification Agreement.
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10.2
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Employment
Agreement dated as of April 23, 2008, between the Company and Yvon
Pierre Cariou.
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10.3
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Employment
Agreement dated as of April 23, 2008, between the Company and Richard A.
Santa.
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10.4
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Employment
Agreement dated as of April 23, 2008, between the Company and John G.
Banker.
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5
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