- Current report filing (8-K)
December 12 2008 - 4:27PM
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):
December 10,
2008
Dynamic Materials Corporation
(Exact Name of Registrant
as Specified in its Charter)
Delaware
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001-14775
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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 5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Pursuant to
the approval of the Compensation Committee (the Compensation Committee) of
the Board of Directors of Dynamic Materials Corporation (the Company), on December 10,
2008 shares of restricted stock were granted under the 2006 Stock Incentive
Plan (the Plan) to the executive officers and employee directors of the
Company set forth below, subject to the terms of the Plan and the award
agreement. The form of award agreement
is incorporated herein by reference. The
shares of restricted stock granted to these executive officers and employee
directors vest in one-third increments on the first, second and third anniversary
of the grant. The restricted shares held
by such persons will vest immediately upon termination without cause,
retirement, death or disability; however, the person will forfeit such shares
upon his resignation or termination for cause (as defined in the award
agreement).
Name
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Title
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Stock Granted
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Yvon Cariou
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President and Chief Executive Officer and Director
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25,000
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Rick Santa
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Senior Vice President, Chief Financial Officer and Secretary
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10,000
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John Banker
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Senior Vice President, Customers and Technology, Clad Metal Division
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10,000
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Rolf Rospek
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Director and Chief Executive of the DYNAenergetics oilfield products
business
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7,000
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At the
recommendation of the Compensation Committee, on December 10, 2008, the
Board of Directors of the Company agreed to amend and extend the existing
employment agreements of each of Messrs. Cariou, Santa and Banker for an
additional one year term, ending December 31, 2009. Pursuant to the amendments, the executive
officers annual salaries will each increase by 3.5%, giving Mr. Cariou an
annual salary for 2009 of $455,400 and 2009 annual salaries to each of Messrs. Santa
and Banker of $284,625.
The amendments
to the three employment agreements also decrease the percentage at which the
non-discretionary bonus will accrue after certain benchmarks are met. For the fiscal year ending December 31,
2009, Mr. Carious non-discretionary bonus will be an amount equal to (a) 2.5%
of the Companys 2009 net income until such time as this amount equals 175% of
his base salary for 2009, plus (b) 1.0% of the Companys 2009 net income
thereafter. Each of Mr. Santas and
Mr. Bankers non-discretionary bonuses will be an amount equal to (x) 1.0%
of the Companys net income for 2009 until such amount reaches 125% of their
respective 2009 base salaries, plus (y) an amount equal to 0.5% of the
Companys net income thereafter.
1
The other
terms of the executive officers employment agreements remain unchanged by the
amendment.
Item 9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
Exhibit Number
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Description
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Item 10.01
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Form of
Award Agreement (incorporated by reference from Exhibit 10.1 to the
Companys Current Report on Form 8-K dated June 6, 2007).
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2
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:
December 12, 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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Senior Vice
President and Chief Financial Officer
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3
EXHIBIT
INDEX
Exhibit Number
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Description
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Item 10.01
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Form of
Award Agreement (incorporated by reference from Exhibit 10.1 to the
Companys Current Report on Form 8-K dated June 6, 2007).
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