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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-150231
Prospectus
Supplement
(To
Prospectus Dated May 20, 2010)
222,445 Shares
Dynamic Materials Corporation
Common Stock
This is a supplement to our prospectus dated May 20, 2010, and
relates to the offer and sale, from time to time, of up to 222,445 shares of
Dynamic Materials Corporation common stock by the selling stockholders named
under Selling Stockholders beginning on page S-11. The shares are being offered on a continuous
basis pursuant to Rule 415 under the Securities Act of 1933, as amended,
or the Securities Act. No underwriting
discounts, commissions or expenses are payable or applicable in connection with
the sale of such shares. The shares of
common stock offered by this prospectus supplement will be sold from time to
time at then prevailing market prices, at prices relating to prevailing market
prices or at negotiated prices.
Our common stock is quoted on The Nasdaq Global Select Market, or
Nasdaq, under the symbol BOOM. On June 3,
2010, the last reported sales price of our common stock on Nasdaq was $15.74.
We issued the shares of common stock offered by this prospectus
supplement as partial consideration under an asset purchase agreement dated as
of March 2, 2010, by and among Austin Explosives Company, a Texas
corporation, and DYNAenergetics US, Inc., a Colorado corporation and our
wholly owned subsidiary. The selling
stockholders are stockholders of Austin Explosives who received the shares of
our common stock in a distribution from Austin Explosives. In connection with the transaction, which
closed on June 4, 2010, we agreed to register the resale of the shares of
common stock received by the selling stockholders.
We will not receive any proceeds from the selling stockholders sale of
the shares of common stock. See the
section in this prospectus supplement titled Plan of Distribution beginning
on page S-12 for additional information on how the selling stockholders
may conduct sales of our common stock.
Investing in our common stock involves risk. You
should review carefully the risks and uncertainties described in the Risk
Factors section beginning on page S-1 of this prospectus supplement.
Neither the Securities and Exchange Commission nor
any state securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus supplement or the
accompanying prospectus. Any
representation to the contrary is a criminal offense.
The date of this
prospectus supplement is June 4, 2010.
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ABOUT
THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus
supplement, which describes the specific terms of this offering. The second
part consists of the accompanying prospectus, which gives more general
information, some of which may not be applicable to this offering.
If the description of the offering varies between this prospectus
supplement and the accompanying prospectus, you should rely on the information
in this prospectus supplement. You should rely only on the information
contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not authorized any other person to provide you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. The selling stockholders
are not making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information
appearing in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference is accurate only as of their respective
dates. Our business, financial condition, results of operations and prospects
may have changed since those dates.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report and the documents incorporated by reference into it
contain certain forward-looking statements within the safe harbor provisions of
the Private Securities Litigations Reform Act of 1995. These statements include information with
respect to our financial condition and its results of operations and
businesses. Words such as anticipates,
expects, intends, plans, believes, seeks, estimates, may, will,
continue, project, forecast, and similar expressions, as well as
statements in the future tense, identify forward-looking statements.
These forward-looking statements are not guarantees of our future performance
and are subject to risks and uncertainties that could cause actual results to
differ materially from the results contemplated by the forward-looking
statements. These risks and
uncertainties include:
·
The
ability to obtain new contracts at attractive prices;
·
The
size and timing of customer orders;
·
Fluctuations
in customer demand;
·
General
economic conditions, both domestically and abroad, and their effect on us and
our customers;
·
Competitive
factors;
·
The
timely completion of contracts;
·
The
timing and size of expenditures;
·
The
timely receipt of government approvals and permits;
·
The
adequacy of local labor supplies at our facilities;
·
The
availability and cost of funds; and
·
Fluctuations
in foreign currencies.
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The effects of these factors are difficult to predict. New factors emerge from time to time and we
cannot assess the potential impact of any such factor on the business or the
extent to which any factor, or combination of factors, may cause results to
differ materially from those contained in any forward-looking statement. Any forward-looking statement speaks only as
of the date of this annual report, and we do not undertake any obligation to
update any forward-looking statement to reflect events or circumstances after
the date of such statement or to reflect the occurrence of unanticipated
events. In addition, see Risk Factors
for a discussion of these and other factors.
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DYNAMIC
MATERIALS CORPORATION
Dynamic Materials Corporation is an industrial manufacturer focusing on
niche markets related to the building of equipment and materials to support the
infrastructure of the process and energy industries. Built upon specialized
technologies, we seek to establish a global presence through an international
network of manufacturing facilities and sales offices. Today, we operate in three business segments:
Explosive Metalworking, Oilfield Products, and AMK Welding.
We are a leading provider of explosion-welded clad metal plates. Explosion-weld cladding uses an explosive
charge to bond together plates of different metals that do not bond easily with
traditional welding techniques. We refer
to this part of our business as DMC Clad or the Explosive Metalworking
segment. DMC Clad markets its
explosion-welded clad products under the Detaclad® trade name. DMC Clads products are used in critical
applications in a variety of industries, including oil and gas, alternative
energy, chemical and petrochemical, hydrometallurgy, aluminum production,
shipbuilding, power generation and industrial refrigeration. DMC Clads market leadership for
explosion-welded clad metal plates is a result of its state-of-the-art
manufacturing facilities, technological leadership, and production expertise. We believe our customers select us for our
high quality product, speed and reliability of delivery, and cost
effectiveness. We have a global sales
force through which we sell our products in international markets. Our Explosive Metalworking operations, which
were recently expanded through our 2007 acquisition of DYNAenergetics, are
located in the United States, Germany, France, and Sweden.
Through our Oilfield Products segment, which we also refer to as DYNAenergetics,
we provide a range of proprietary and nonproprietary products for the global
oil and gas industries. These products
relate primarily to oil and gas well perforation, which is a process of
punching holes in the casing of a well to enable easier and more precise
recovery of oil or gas from a targeted formation. Manufactured products include shaped charges,
detonators and detonating cords, bidirectional boosters, and perforating guns
for the perforation of oil and gas wells. DYNAenergetics also distributes a
line of seismic products that support oil and gas exploration activities. DYNAenergetics primary manufacturing and
sales operations are located in Germany.
Our AMK Welding segment provides advanced welding services, primarily
to the power turbine and aircraft engine manufacturing industries. AMK Welding is a highly specialized welding
subcontracting shop for complex shapes used principally in gas turbines and
aircraft engines. AMK Weldings
operations are conducted at its Connecticut facility.
RISK
FACTORS
You should carefully consider the risks described
below and elsewhere in this prospectus supplement before making an investment
decision. The risks and uncertainties described below are not the only ones we
face. Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also impair our business operations. Our
business, financial condition or results of operations could be materially
adversely affected by any of these risks. The trading price of our common stock
could decline due to any of these risks, and you may lose all or part of your
investment.
This prospectus supplement, the accompanying
prospectus and the documents incorporated by reference herein and therein also
contain forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in the
forward-looking statements as a result of a number of factors, including the
risks described below and elsewhere in this prospectus supplement.
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Risk Factors Related to the
Explosive Metalworking Industry
We have seen a recent slow down in some of our markets
and experienced a significant decline in 2009 sales and backlog.
During the fourth quarter of 2008, we began to see a slowdown in DMC
Clad sales to some of the markets we serve which continued into 2009 and
contributed to a 31.2% decline in our 2009 sales. Our order backlog has decreased to $49.6
million at December 31, 2009 from $97.2 million at December 31,
2008. The explosion-weld cladding market
is dependent upon sales of products for use by customers in a limited number of
heavy industries, including oil and gas, alternative energy, chemicals and
petrochemicals, hydrometallurgy, aluminum production, shipbuilding, power
generation, and industrial refrigeration.
These industries tend to be cyclical in nature and the current worldwide
economic downturn has affected many of these markets. We have already seen a slowdown in the
chemical, petrochemical and hydrometallurgy sectors. A further economic slowdown in one or all of
these industrieswhether due to traditional cyclicality, general economic
conditions or other factorscould impact capital expenditures within that
industry. If demand from such industries
were to decline further or to experience reduced growth rates, our sales would
be expected to be affected proportionately, which may have a material adverse
effect on our business, financial condition, and results of operations.
Our backlog figures may not accurately predict future
sales.
We define backlog at any given point in time to consist of all firm,
unfulfilled purchase orders and commitments at that time. Generally speaking, we expect to fill most
items of backlog within the following 12 months. However, since orders may be rescheduled or
canceled and a significant portion of our net sales is derived from a small
number of customers, backlog is not necessarily indicative of future sales
levels. Moreover, we cannot be sure of
when during the future 12-month period we will be able to recognize revenue
corresponding to our backlog; nor can we be certain that revenues corresponding
to our backlog will not fall into periods beyond the 12-month horizon.
There is a limited availability of sites suitable for
cladding operations.
Our cladding process involves the detonation of large amounts of
explosives. As a result, the sites where we perform cladding must meet certain
criteria, including lack of proximity to a densely populated area, the specific
geological characteristics of the site, and the ability to comply with local
noise and vibration abatement regulations in conducting the process. The
efforts to identify suitable sites and obtain permits for using the sites from
local government agencies can be time-consuming and may not be successful. In addition, we could experience difficulty
in obtaining or renewing permits because of resistance from residents in the
vicinity of proposed sites. The failure
to obtain required governmental approvals or permits could limit our ability to
expand our cladding business in the future, and the failure to maintain such
permits would have a material adverse effect on our business, financial
condition and results of operations.
The use of explosives subjects us to additional
regulation, and any accidents or injuries could subject us to significant
liabilities.
Our operations involve the detonation of large amounts of explosives. As a result, we are required to use specific
safety precautions under U.S. Occupational Safety and Health Administration
guidelines and guidelines of similar entities in Germany, France and Sweden. These include precautions which must be taken
to protect employees from exposure to sound and ground vibration or falling
debris associated with the detonation of explosives. There is a risk that an accident or death
could occur in one of our facilities.
Any accident could result in significant manufacturing delays,
disruption of operations or claims for damages resulting from death or
injuries, which could result in decreased sales and increased expenses. To
date, we have not incurred any significant delays, disruptions or claims
resulting from accidents at our facilities.
The potential liability resulting from any accident or death, to the
extent not covered by insurance, may require us to use other funds to satisfy
our obligations and could cause our business to suffer. See Our use of explosives is an inherently
dangerous activity that could lead to temporary or permanent closure of our
shooting sites below.
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Our use of explosives is an inherently dangerous
activity that could lead to temporary or permanent closure of our shooting
sites.
We use a large amount of explosives in connection with the creation of
clad metals. The use of explosives is an
inherently dangerous activity.
Explosions, even if occurring as intended, can lead to damage to the
shooting facility or to equipment used at the facility or injury to persons at
the facility. If a person were injured or killed in connection with such
explosives, or if equipment at the mine or either of the outdoor locations were
damaged or destroyed, we might be required to suspend our operations for a
period of time while an investigation is undertaken or repairs are made. Such a delay might impact our ability to meet
the demand for our products. In
addition, if the mine were seriously damaged, we might not be able to locate a
suitable replacement site to continue our operations.
Certain raw materials we use are subject to supply
shortages due to general economic conditions.
Although we generally use standard metals and other materials in
manufacturing our products, certain materials such as specific grades of carbon
steel, titanium, zirconium and nickel can be subject to supply shortages due to
general economic conditions or problems with individual suppliers. While we seek to maintain sufficient
alternative supply sources for these materials, we may not always be able to
obtain sufficient supplies or obtain supplies at acceptable prices without
production delays, additional costs, or a loss of product quality. If we were to fail to obtain sufficient
supplies on a timely basis or at acceptable prices, such loss or failure could
have a material adverse effect on our business, financial condition, and
results of operations.
Certain raw materials we use are subject to price
increases due to general economic conditions.
The markets for certain metals and other raw materials used in our
business are highly variable and are characterized by periods of increasing prices. While prices for much of the raw materials we
use have recently decreased, we may again experience increasing prices. We generally do not hedge commodity prices or
enter into forward supply contracts; instead we endeavor to pass along price
variations to our customers. We may see
a general downturn in business if the price of raw materials increases enough
for our customers to delay planned projects or use alternative materials to
complete their projects.
Risk Factors Related to
DYNAenergetics
Potential downturns in the oil and gas industry and
related services industry could have a negative impact on DYNAenergeticss
economic success.
The oil and gas industry is unpredictable and has historically been
subject to occasional downturns. Demand
for DYNAenergetics products is linked to the financial success of the oil and
gas industry as a whole, and downturns in the oil and gas industry, especially
in the rate of well drilling, could negatively impact DYNAenergetics economic
success. Demand for oil and gas drives
oil and gas field production and exploration, and with it the demand for
services and products produced by DYNAenergetics as recently decreased. Sales
of our DYNAenergetics products in 2009 were down by approximately 22% from our
2008 sales. A variety of factors affect the demand for DYNAenergetics products,
including governmental regulation of oil and gas industry and markets,
international and domestic prices for oil and gas, weather conditions, the
financial condition of DYNAenergetics clients, and consumption patterns of oil
and gas.
The manufacturing of explosives subjects
DYNAenergetics to various environmental, health and safety laws.
DYNAenergetics is subject to a number of environmental, health, and
safety laws and regulations, the violation of which could result in significant
penalties. DYNAenergetics continued
success depends on continued compliance with applicable laws and
regulations. In addition, new
environmental, health and safety laws and regulations could be passed which
could create costly compliance issues.
While DYNAenergetics endeavors to comply with all applicable laws and
regulations, compliance with future laws and regulations may not be
economically feasible or even possible.
DYNAenergetics continued economic success depends on
remaining at the forefront of innovation in the
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perforating industry.
DYNAenergetics position in the perforation market depends in part on
its ability to remain an innovative leader in the field. The ability to remain competitive depends in
part on the retention of talented personnel.
DYNAenergetics may be unable to remain an innovative leader in the
perforation market segment or may be unable to retain top talent in the field.
Risk Factors Related to Dynamic
Materials Corporation
Continued weakness in the general global economy may
adversely affect certain segments of our end market customers and reduce our
sales and results of operations.
We supply products to customers that fabricate industrial equipment for
various capital-intensive industries.
Continuation of the current weakness in the general global economy may
adversely affect our end market customers, causing them to cancel or postpone
new plant or infrastructure construction, expansion, maintenance, or
retrofitting projects that use our DMC Clad products. Similarly, decreased oil and gas well
drilling will reduce the sales of our DYNAenergetics products. Any decrease in the demand for gas turbines
and airplane engines will reduce the demand for the work performed by our AMK
division. The global general economic
climate may lessen demand for our products and reduce our sales and results of
operations.
Our operating results fluctuate from quarter to
quarter.
We have experienced, and expect to continue to experience, fluctuations
in annual and quarterly operating results caused by various factors, including
the timing and size of orders by major customers, customer inventory levels,
shifts in product mix, acquisitions and divestitures, and general economic
conditions. The upstream oil and gas,
oil refinery, chemical and petrochemical, hydrometallurgy, aluminum production,
shipbuilding, power generation, industrial refrigeration and other diversified
industries to which we sell our products are, to varying degrees, cyclical and
tend to decline in response to overall declines in industrial production. As a result, our business is also cyclical,
and the demand for our products by these customers depends, in part, on overall
levels of industrial production. Any future material weakness in demand in any
of these industries could materially reduce our revenues and profitability. In
addition, the threat of terrorism and other geopolitical uncertainty could have
a negative impact on the global economy, the industries we serve and our
operating results.
We typically do not obtain long-term volume purchase contracts from our
customers. Quarterly sales and operating results, therefore, depend on the
volume and timing of the orders in our backlog as well as bookings received
during the quarter. Significant portions
of our operating expenses are fixed, and planned expenditures are based primarily
on sales forecasts and product development programs. If sales do not meet our
expectations in any given period, the adverse impact on operating results may
be magnified by our inability to adjust operating expenses sufficiently or
quickly enough to compensate for such a shortfall. Results of operations in any
period should not be considered indicative of the results for any future
period. Fluctuations in operating results may also result in fluctuations in
the price of our common stock. See Managements
Discussion and Analysis of Financial Condition and Results of Operations.
The terms of our indebtedness contain a number of
restrictive covenants, the breach of any of which could result in acceleration
of payment of our credit facilities.
We are parties to a syndicated credit agreement that, as of December 31,
2009, had an outstanding balance of approximately $44.8 million. Our credit agreement includes various
covenants and restrictions, certain of which relate to the incurrence of
additional indebtedness; mortgaging, pledging or disposition of major assets;
and limits on capital expenditures and other investments. We are also required to maintain certain
financial ratios on a quarterly basis. A
breach of any of these covenants could result in acceleration of our
obligations to repay our debt. On October 21,
2009, we and our lenders amended the credit agreement to revise the leverage
ratios and fixed charge coverage ratios that we are required to satisfy on a
quarterly basis throughout the term of the credit facility, which expires on November 16,
2012. These revised ratios eased the
Companys ability to comply with certain covenants of the credit
agreement. As of December 31, 2009,
we were in compliance with all financial covenants and other
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provisions of the credit agreement and our other loan
agreements.
As a result of the slowdown in our business during 2009 which has
continued into the early part of 2010, our ability to comply with these amended
financial covenants as of March 31, 2010 and subsequent quarters in 2010
could be challenged. Furthermore, our
ability to comply with these covenants and ratios may be affected by events
beyond our control, including prevailing economic, financial and industry
conditions. Any failure to remain in compliance with any material provision or
covenant of our credit agreement could result in a default which would, absent
a waiver or amendment, require immediate repayment of outstanding indebtedness
under our credit facilities. Obtaining a waiver or amendment may be costly or
impracticable. It would be difficult to liquidate assets sufficient to
immediately repay our outstanding indebtedness under our credit facility.
Customers have the right to change orders until
products are completed.
Customers have the right to change orders after they have been
placed. If orders are changed, the extra
expenses associated with the change will be passed on to the customer. However, because a change in an order may
delay completion of the project, recognition of income for the project may also
be delayed.
There is no assurance that we will continue to compete
successfully against other clad, perforating, and welding companies.
Our explosion-welded clad products compete with explosion-welded clad
products made by other manufacturers in the clad metal business located
throughout the world and with clad products manufactured using other
technologies. Our combined North American and European operations typically
supply explosion-welded clad to the worldwide market. There is one other
well-known explosion-welded clad supplier worldwide, a division of Asahi-Kasei
Corporation of Japan. There are also a number of smaller companies worldwide
with explosion-welded clad manufacturing capability, including several
companies in China. There are currently
no other significant North American based explosion-welded clad suppliers. We
focus strongly on reliability, product quality, on-time delivery performance,
and low cost manufacturing to minimize the potential of future competitive
threats. However, there is no guarantee
we will be able to maintain our competitive position.
Explosion-welded clad products also compete with those manufactured by
rollbond and weld overlay cladding processes. In rollbond technology, the clad
and base metal are bonded together during a hot rolling process in which slab
is converted to plate. In weld overlay, which is typically performed by our
fabricator customers, the cladding layer is deposited on the base metal through
a fusion welding process. The technical and commercial niches of each cladding
process are well understood within the industry and vary from one world market
location to another. Our products
compete with weld overlay clad products manufactured by a significant number of
our fabricator customers.
DYNAenergetics competes principally with perforating companies based in
North and South America who produce and market perforating services and
products. DYNAenergetics also competes
with oil and gas service companies who are able to satisfy a portion of their
perforating needs through in-house production.
To remain competitive, DYNAenergetics must continue to provide
innovative products and maintain an excellent reputation for quality, safety,
and value. There can be no assurances
that we will continue to compete successfully against these companies.
AMK Welding competes principally with other domestic companies that
provide welding services to the aircraft engine and power generation
industries. Some of these competitors
have established positions in the market and long standing relationships with
customers. To remain competitive, we must continue to develop and provide
technologically advanced welding, heat-treat and inspection services, maintain
quality levels, offer flexible delivery schedules, and compete favorably on the
basis of price. We compete against other welding companies on the basis of
quality, performance and cost. There can be no assurance that we will continue
to compete successfully against these companies.
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We are dependent on a relatively small number of
customers for a significant portion of our net sales.
A significant portion of our net sales is derived from a relatively
small number of customers although sales to no one customer exceeded 10% during
any of the last three years. We expect to continue to depend upon our principal
customers for a significant portion of our sales, although our principal
customers may not continue to purchase products and services from us at current
levels, if at all. The loss of one or more major customers or a change in their
buying patterns could have a material adverse effect on our business, financial
condition, and results of operations. In past years, the majority of DMC Clads
revenues have been derived from customers in the oil and gas, alternative
energy, chemicals and petrochemicals, hydrometallurgy, aluminum production,
shipbuilding, power generation and industrial refrigeration industries and the
majority of AMK Weldings revenues have been derived from customers in the
aircraft engine and power generation industries. Economic downturns in these
industries could have a material adverse effect on our business, financial
condition, and results of operations.
DYNAenergetics, which contributed approximately 13% to our 2009 sales,
has customers throughout the world. The
Russian market is currently DYNAenergetics largest market with more than 30%
of its sales coming from that market.
Economic or political instability in Russia could have a material
adverse affect on DYNAenergetics business and operating results.
AMK Welding, contributed approximately 6% to our 2009 sales, continues
to rely primarily on one customer for the majority of its sales. This customer
and AMK Welding have entered into a long-term supply agreement for certain of
the services provided to this customer.
Any termination of or significant reduction in AMK Weldings business
relationship with this customer could have a material adverse effect on AMK
Weldings business and operating results.
Failure to attract and retain key personnel could
adversely affect our current operations.
Our continued success depends to a large extent upon the efforts and
abilities of key managerial and technical employees. The loss of services of certain
of these key personnel could have a material adverse effect on our business,
results of operations, and financial condition. There can be no assurance that
we will be able to attract and retain such individuals on acceptable terms, if
at all; and the failure to do so could have a material adverse effect on our
business, financial condition, and results of operations.
Liabilities under environmental and safety laws could
result in restrictions or prohibitions on our facilities, substantial civil or
criminal liabilities, as well as the assessment of strict liability and/or
joint and several liability.
We are subject to extensive environmental and safety regulation in the
United States and Europe. Any failure to comply with current and future
environmental and safety regulations could subject us to significant
liabilities. In particular, any failure to control the discharge of hazardous
materials and wastes could subject us to significant liabilities, which could
adversely affect our business, results of operations or financial condition.
We and all our activities in the United States are subject to federal,
state and local environmental and safety laws and regulations, including but
not limited to, noise abatement and air emissions regulations, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, regulations
issued and laws enforced by the labor and employment departments of the U.S.
and the states in which we conduct business, by the U.S. Department of
Commerce, the U.S. Environmental Protection Agency, and by state and local
health and safety agencies. In Germany,
we and all our activities are subject to various safety and environmental
regulations of the federal state which are enforced by the local authorities,
including the Federal Act on Emission Control
(Bundesimmissionsschutzgesetz). The
Federal Act on Emission Control permits are held by companies jointly owned by
DYNAenergetics and the other companies that are located at the Würgendorf and
Troisdorf manufacturing sites and are for an indefinite period of time. In France, we and all our activities are
subject to state environmental and safety regulations established by various
departments of the French Government, including the Ministry of Labor, the
Ministry of Ecology and the Ministry of Industry, and to local environmental
and safety regulations and administrative procedures established by DRIRE
(Direction Régionale de lIndustrie, de la Recherche et de lEnvironnement) and
the Préfecture des Pyrénées Orientales. In
Sweden, we and all our activities are subject to various safety and
environmental regulations, including those established by the Work Environment
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Authority of Sweden in its Work Environment Act. In addition, our shooting operations in
Germany, France and Sweden may be particularly vulnerable to noise abatement
regulations because these operations are primarily conducted outdoors. The
Dillenburg facility is operated based on a mountain plan (Bergplan), which is
a specific permit granted by the local mountain authority. This permit must be
renewed every three years.
Changes in or compliance with environmental and safety laws and
regulations could inhibit or interrupt our operations, or require modifications
to our facilities. Any actual or alleged violations of environmental and safety
laws could result in restrictions or prohibitions on our facilities, substantial
civil or criminal sanctions, as well as the assessment of strict liability
and/or joint and several liability under applicable law. Under certain environmental laws, we could be
held responsible for all of the costs relating to any contamination at our or
our predecessors past or present facilities and at third party waste disposal
sites. We could also be held liable for
any and all consequences arising out of human exposure to hazardous substances
or other environmental damage.
Accordingly, environmental, health or safety matters may result in
significant unanticipated costs or liabilities.
We are subject to extensive government regulation and
failure to comply could subject us to future liabilities and could adversely
affect our ability to conduct or to expand our business.
We are subject to extensive government regulation in the United States,
Germany, France and Sweden, including guidelines and regulations for the safe
manufacture, handling, transport and storage of explosives issued by the U.S.
Bureau of Alcohol, Tobacco and Firearms; the Federal Motor Carrier Safety
Regulations set forth by the U.S. Department of Transportation; the Safety
Library Publications of the Institute of Makers of Explosive; and similar
guidelines of their European counterparts.
In Germany, the transport, storage and use of explosives is governed by
a permit issued under the Explosives Act (Sprengstoffgesetz). In Sweden, our purchase, transport, storage
and use of explosives is governed by a permit issued to us by the Police
Authority of the County of Varmland. In
France, the manufacture and transportation of explosives is subcontracted to a
third party which is responsible for compliance with regulations established by
various State and local governmental agencies concerning the handling and
transportation of explosives. Our French
operations could be adversely affected if the third party does not comply with
these regulations. We must comply with
licensing and regulations for the purchase, transport, storage, manufacture,
handling and use of explosives. In addition, while our shooting facilities in
Würgendorf and Troisdorf, Germany, France and Sweden are located outdoors, our
shooting facilities located in Pennsylvania and in Dillenburg, Germany are
located in mines, which subjects us to certain regulations and oversight of
governmental agencies that oversee mines.
We are also subject to extensive environmental and occupational safety
regulation, as described below under Liabilities under environmental and safety
laws could result in restrictions or prohibitions on our facilities,
substantial civil or criminal liabilities, as well as the assessment of strict
liability and/or joint and several liability and The use of explosives
subjects us to additional regulation, and any accidents or injuries could
subject us to significant liabilities.
The export of certain products from the United States or from foreign
subsidiaries of U.S. companies is restricted by U.S. and similar foreign export
regulations. These regulations generally
prevent the export of products that could be used by certain end users, such as
those in the nuclear or biochemical industries.
In addition, the use and handling of explosives may be subject to increased
regulation due to heightened concerns about security and terrorism. Such
regulations could restrict our ability to access and use explosives and
increase costs associated with the use of such explosives, which could have a
material adverse effect on our business, financial condition, and results of
operations.
Any failure to comply with current and future regulations in the U.S.
and Europe could subject us to future liabilities. In addition, such
regulations could restrict our ability to expand our facilities, construct new
facilities, or compete in certain markets or could require us to incur other
significant expenses in order to maintain compliance. Accordingly, our
business, results of operations or financial condition could be adversely
affected by our non-compliance with applicable regulations, by any significant
limitations on our business as a result of our inability to comply with
applicable regulations, or by any requirement that we spend substantial amounts
of capital to comply with such regulations.
Work stoppages and other labor relations matters
may make it substantially more difficult or expensive for
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us to produce our products, which could result in
decreased sales or increased costs, either of which would negatively impact our
financial condition and results of operations.
We are subject to the risk of work stoppages and other labor
relations matters, particularly in Germany, France, and Sweden, where some of
our employees are unionized. The employees at our U.S. facilities, where the
majority of products are manufactured, are not unionized. While we believe our
relations with employees are satisfactory, any prolonged work stoppage or
strike at any one of our principal facilities could have a negative impact on
our business, financial condition or results of operations. We have not
experienced a strike or work stoppage in the last 3 years. However, if a work stoppage occurs at one
or more of our facilities, it may materially impair our ability to operate our
business in the future.
As we regularly test the value of goodwill associated
with our recent acquisitions, economic conditions may lead to an impairment of
such goodwill.
We review the carrying value of goodwill at least annually to assess
impairment because it is not amortized.
Additionally, we review the carrying value of any intangible asset or
goodwill whenever events or changes in circumstances indicate that its carrying
amount may not be recoverable. Our
impairment testing in the fourth quarter of 2009 did not result in a
determination that any of our goodwill was impaired. However, future impairment is possible and
could occur if (i) the operating results underperform what we have
estimated or (ii) additional volatility of the capital markets should
cause us to raise the percent discount rate utilized in our discounted cash
flow analysis or decrease the multiples utilized in our market-based
analysis. The use of different estimates
or assumptions within our discounted cash flow model when determining the fair
value of our reporting units or using methodologies other than as described
above could result in different values for reporting units and could result in
an impairment charge.
We are exposed to potentially volatile fluctuations of
the U.S. dollar (our reporting currency) against the currencies of many of our
operating subsidiaries.
Many of our operating subsidiaries conduct business in Euros or other
foreign currency. Any increase
(decrease) in the value of the U.S. dollar against any foreign currency that is
the functional currency of any of our operating subsidiaries will cause us to
experience unrealized foreign currency translation losses (gains) with respect
to amounts already invested in such foreign currencies. In addition, our
company and our operating subsidiaries are exposed to foreign currency risk to
the extent that we or they enter into transactions denominated in currencies
other than our or their respective functional currencies. For example
DYNAenergetics functional currency is Euros, but its sales often occur in U.S.
dollars. Changes in exchange rates with
respect to these items will result in unrealized (based upon period-end
exchange rates) or realized foreign currency transaction gains and losses upon
settlement of the transactions. In addition, we are exposed to foreign exchange
rate fluctuations related to our operating subsidiaries assets and liabilities
and to the financial results of foreign subsidiaries and affiliates when their
respective financial statements are translated into U.S. dollars for inclusion
in our consolidated financial statements. Cumulative translation adjustments
are recorded in accumulated other comprehensive income (loss) as a separate
component of equity. As a result of foreign currency risk, we may experience
economic loss and a negative impact on earnings and equity with respect to our
holdings solely as a result of foreign currency exchange rate fluctuations. The
primary exposure to foreign currency risk for us is to the Euro due to the
percentage of our U.S. dollar revenue that is derived from countries where the
Euro is the functional currency.
The unsuccessful integration of a business we acquire
could have a material adverse effect on operating results.
We continue to consider possible acquisitions as part of our growth
strategy. Any potential acquisition may require additional debt or equity
financing, resulting in additional leverage and dilution to existing
stockholders. We may be unable to consummate any future acquisition. If any acquisition is made, we may not be
able to integrate such acquisition successfully without a material adverse
effect on our financial condition or results of operations.
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Risks Related to This Offering
Our common stock price and trading volume may be
volatile and you may lose all or part of your investment.
Securities markets worldwide experience significant price and volume
fluctuations in response to general economic and market conditions and their
effect on various industries. This market volatility could cause the price of
our common stock to decline significantly and without regard to our operating
performance, and you may not be able to resell your shares at or above the
price you paid for them. Those fluctuations could be based on various factors
in addition to those otherwise described in this prospectus supplement, including:
·
our
operating performance and the performance of our competitors;
·
the
publics reaction to our press releases, our other public announcements and our
filings with the SEC;
·
changes
in earnings estimates or recommendations by research analysts who follow
Dynamic Materials or other companies in our industry;
·
variations
in general economic, market and political conditions;
·
the
number of shares to be publicly traded after this offering;
·
actions
of our current shareholders, including sales of common stock by our directors
and executive officers;
·
the
arrival or departure of key personnel; and
·
other
developments affecting us, our industry or our competitors.
In addition, in recent years the stock market has experienced
significant price and volume fluctuations. These fluctuations may be unrelated
to the operating performance of particular companies. These broad market
fluctuations may cause declines in the market price of our common stock. The
price of our common stock could fluctuate based upon factors that have little
or nothing to do with our company or its performance, and those fluctuations
could materially reduce our common stock price.
Future or anticipated sales of our stock may impact
its market price.
Sales of substantial numbers of shares of our common stock in the
public market, or the perception that significant sales are likely, could
adversely affect the market price of our common stock. Although the number of
shares of common stock offered by us in this offering is less than 1% of the
outstanding shares of our common stock as of April 29, 2010, we cannot
predict the effect that market sales of the entire amount of shares at one time
would have on the market price of our common stock. Moreover, actual or
anticipated downward pressure on the market price of our common stock due to
actual or anticipated sales of our common stock could cause some institutions
or individuals to engage in short sales of our common stock, which may itself
cause the market price of our common stock to decline.
We may issue additional securities, including
securities that are senior in right of dividends, liquidation and voting to the
common stock, without your approval, which would dilute your existing ownership
interests.
Our certificate of incorporation allows us to issue up to 25,000,000
shares of common stock and up to 4,000,000 shares of preferred stock without
the approval of our stockholders, except as may be required by applicable
Nasdaq rules. Our board of directors may approve the issuance of preferred
stock with terms that are senior to our common stock in right of dividends,
liquidation or voting. The issuance by us of additional common shares or other
equity securities of equal or senior rank will have the following effects:
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·
our
stockholders proportionate ownership interest in us will decrease;
·
the
relative voting strength of each previously outstanding common share may be
diminished; and
·
the
market price of the common stock may decline.
Provisions in our charter documents and Delaware law
may delay or prevent our acquisition by a third party.
We are a Delaware corporation and the anti-takeover provisions of
Delaware law impose various barriers to the ability of a third party to acquire
control of us, even if a change of control would be beneficial to our existing
stockholders. In addition, our restated certificate of incorporation and restated
bylaws contain several provisions that may make it more difficult for a third
party to acquire control of us without the approval of our board of directors.
These provisions may make it more difficult or expensive for a third party to
acquire a majority of our outstanding common stock. Among other things, these
provisions:
·
authorize
us to issue preferred stock that can be created and issued by the board of
directors without prior stockholder approval, except as may be required by
applicable Nasdaq rules, with rights senior to those of our common stock;
·
do
not permit cumulative voting in the election of directors, which would
otherwise allow less than a majority of stockholders to elect director
candidates;
·
prohibit
stockholders from calling special meetings of stockholders;
·
prohibit
stockholder action by written consent, thereby requiring all stockholder
actions to be taken at a meeting of our stockholders;
·
require
vacancies and newly created directorships on the board of directors to be
filled only by a majority of the directors then serving on the board, unless
the board affirmatively acts to permit the vacancy to be filled by our
stockholders; and
·
establish
advance notice requirements for submitting nominations for election to the board
of directors and for proposing matters that can be acted upon by stockholders
at a meeting.
These provisions also may delay, prevent or deter a merger,
acquisition, tender offer, proxy contest or other transaction that might
otherwise result in our stockholders receiving a premium over the market price
for their common stock.
USE
OF PROCEEDS
The selling stockholders will receive all of the proceeds from the sale
of common stock under this prospectus supplement. We will not receive any
proceeds from these sales.
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SELLING
STOCKHOLDERS
We issued the common stock to Austin Explosives in a transaction exempt
from the registration requirements of the Securities Act, as partial
consideration under the Asset Purchase Agreement dated as of March 2,
2010, by and between Austin Explosives Company and DNYAenergetics US, Inc.
Austin Explosives then distributed the shares of common stock to its
stockholders, who are the selling stockholders listed below. In connection with the Asset Purchase
Agreement, we agreed to register the resale of the shares of common stock
received by the selling stockholders in the Austin Explosives transaction.
Selling stockholders , including their transferees, pledgees or donees
or their successors, may from time to time offer and sell the common stock
registered hereby. Our registration of the shares of common stock does not
necessarily mean that the selling stockholders will sell all or any of the
common stock. Except as set forth below, none of the selling stockholders has,
or within the past three years has had, any position, office or other material
relationship with us or any of our predecessors or affiliates.
The following table sets forth certain information concerning the
number of shares of common stock beneficially owned by each selling stockholder
and the number of shares that may be offered from time to time by each selling
stockholder with this prospectus supplement. The information is based on
information provided by or on behalf of the selling stockholders and received
by us on or before June 2, 2010. We have assumed for purposes of the table
below that each selling stockholder will sell all of its shares of our common
stock received in connection with the Austin Explosives transaction pursuant to
this prospectus supplement, and that any other shares of our common stock
beneficially owned by such selling stockholder will continue to be beneficially
owned.
Information about the selling stockholders may change over time. In
particular, one or more of the selling stockholders identified below may have
sold, transferred or otherwise disposed of all or a portion of their shares of common
stock since the date on which they provided to us information regarding their
ownership of our common stock. Any changed or new information given to us by
the selling stockholders will be set forth in supplements to this prospectus
supplement and the underlying prospectus or amendments to the registration
statement of which the accompanying prospectus is a part, if and when
necessary.
Name and Address of
|
|
Shares of
Common Stock
Beneficially
Owned Before
|
|
Shares of
Common Stock
that May Be
|
|
Shares of Common Stock
Beneficially
Owned After the Offering (1)
|
|
Selling Stockholder
|
|
the Offering
|
|
Offered Hereby
|
|
Number
|
|
Percentage
|
|
Paul W. Keller
15911 Edwards Drive #2
Austin, TX 78734
|
|
49,633
|
|
49,633
|
|
0
|
|
0
|
%
|
Crocket A. Keller
9760 U.S. Highway 87 S.
Mason, TX 76856
|
|
30,169
|
|
30,169
|
|
0
|
|
0
|
%
|
Demarious K. Frey
14353 Aquarius
Corpus Christi, TX 78418
|
|
30,169
|
|
30,169
|
|
0
|
|
0
|
%
|
Katherine K. Bradfield
18200 Hamilton Pool Road
Austin, TX 78738
|
|
30,169
|
|
30,169
|
|
0
|
|
0
|
%
|
Thomas Keller Bradfield
16708 French Harbour Court
Austin, TX 78734
|
|
52,136
|
|
52,136
|
|
0
|
|
0
|
%
|
S-11
Table
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Name and Address of
|
|
Shares of
Common Stock
Beneficially
Owned Before
|
|
Shares of
Common Stock
that May Be
|
|
Shares of Common Stock
Beneficially
Owned After the Offering (1)
|
|
Selling Stockholder
|
|
the Offering
|
|
Offered Hereby
|
|
Number
|
|
Percentage
|
|
The Keller Irrevocable Explosive Trust
Katherine K. Bradfield Trusty
18200 Hamilton Pool Road
Austin, TX 78738
|
|
30,169
|
|
30,169
|
|
0
|
|
0
|
%
|
TOTAL
|
|
222,445
|
|
222,445
|
|
0
|
|
0
|
%
|
(1) Assumes all offered shares are sold.
PLAN
OF DISTRIBUTION
The selling stockholders and their successors, which includes their
transferees, pledgees or donees or their successors, may, from time to time,
sell the common stock directly to purchasers or through underwriters,
broker/dealers or agents who may receive compensation in the form of
underwriting discounts, concessions or commissions from the selling
stockholders and/or the purchasers of the securities. These discounts,
concessions or commissions may be in excess of those customary in the types of
transactions involved.
The selling stockholders may sell the common stock, from time to time,
in one or more transactions at:
·
fixed
prices;
·
prevailing
market prices at the time of sale;
·
prices
related to such prevailing market prices;
·
varying
prices determined at the time of sale; or
·
negotiated
prices.
These sales may be effected in transactions (which may involve block
transactions) in the following manner:
·
on
any national securities exchange or quotation service on which the common stock
may be listed or quoted at the time of sale;
·
in
the over-the-counter market;
·
in
transactions otherwise than on such exchanges or services or in the
over-the-counter market; or
·
through
the writing of options, whether such options are listed on option exchanges or
otherwise through the settlement of short sales.
These sales may include crosses. Crosses are transactions in which the
same broker acts as an agent on both sides of the transaction.
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Table of Contents
The selling stockholders may also enter into hedging transactions with
broker/dealers or other financial institutions in connection with the sales of
the common stock. These broker/dealers or other financial institutions may in
turn engage in short sales of these securities in the course of hedging their
positions. The selling stockholders may sell short these securities to close
out short positions, or loan or pledge these securities to broker/dealers that,
in turn, may sell such securities.
A short sale of the common stock by a broker-dealer, financial
institution or selling stockholder would involve the sale of such common stock
that are not owned, and therefore must be borrowed, in order to make delivery
of the security in connection with such sale. In connection with a short sale
of the common stock, a broker-dealer, financial institution or selling
stockholder may purchase our common stock on the open market to cover positions
created by short sales. In determining the source of shares of common stock to
close out such short positions, the broker-dealer, financial institution or
selling stockholders may consider, among other things, the price of shares of
common stock available for purchase in the open market.
The aggregate proceeds to the selling stockholders from the sale of the
common stock will be the purchase price of the common stock less any discounts
or commissions. A selling stockholder reserves the right to accept, and
together with its agents, to reject any proposed purchase of common stock to be
made directly or through agents. We will not receive any of the proceeds from
this offering.
To comply with certain states securities laws, if applicable, the
selling stockholders will offer or sell the common stock in such jurisdictions
only through registered or licensed brokers/dealers. In addition, in some
states the selling stockholders may not sell the common stock unless such
securities have been registered or qualified for sale in the applicable state
or an exemption from registration or qualification is available and the
conditions of which have been satisfied.
Our outstanding common stock is listed for trading on the New York
Stock Exchange under the symbol BOOM.
The selling stockholders and any underwriters, broker/dealers or agents
that participate in the distribution of the common stock may, in connection
with these sales, be deemed to be underwriters within the meaning of the
Securities Act. Any selling stockholder that is a broker-dealer or an affiliate
of a broker-dealer will be deemed to be an underwriter within the meaning of
the Securities Act, unless such selling stockholder purchased its common stock
in the ordinary course of business, and at the time of its purchase of the
common stock to be resold, did not have any agreements or understandings,
directly or indirectly, with any person to distribute the common stock. As a
result, any discounts, commissions, concessions or profit they earn on any
resale of the shares of common stock may be underwriting discounts and
commissions under the Securities Act. Selling stockholders who are deemed to be
underwriters within the meaning of the Securities Act will be subject to the
prospectus delivery requirements of the Securities Act and to certain statutory
liabilities, including but not limited to those relating to Sections 11, 12 and
17 of the Securities Act and Rule 10b-5 under the Exchange Act. The
selling stockholders have agreed to comply with the prospectus delivery
requirements of the Securities Act, if any. To our knowledge, none of the
selling stockholders who are broker-dealers or affiliates of broker-dealers,
other than the initial purchasers, purchased common stock outside of the
ordinary course of business or, at the time of the purchase of the common
stock, had any agreements or understandings, directly or indirectly, with any
person to distribute the common stock.
The selling stockholders and any other person participating in the sale
of the common stock will be subject to the Exchange Act. The Exchange Act rules include,
without limitation, Regulation M, which may limit the timing of purchases and
sales of any of the common stock by the selling stockholders and any other such
person. In addition, Regulation M of the Exchange Act may restrict the ability
of any person engaged in the distribution of the common stock to engage in
market-making activities with respect to the particular shares of common stock
being distributed for a period of up to five business days before the
commencement of such distribution. This may affect the marketability of the
common stock and the ability of any person or entity to engage in market-making
activities with respect to the common stock.
We cannot assure you that any selling stockholder will sell any or all
of the common stock with this prospectus supplement and the accompanying
prospectus. Further, we cannot assure you that any such selling stockholder
will not transfer, devise or gift the common stock by other means not described
in this prospectus
S-13
Table of Contents
supplement and the accompanying prospectus. As a
result, there may be, at any time, securities outstanding that are subject to
restrictions on transferability and resale. In addition, any securities covered
by this prospectus supplement and the accompanying prospectus which qualify for
sale pursuant to Rule 144 or Rule 144A under the Securities Act may
be sold pursuant to Rule 144 or Rule 144A rather than pursuant to
this prospectus supplement and the accompanying prospectus. Each selling
stockholder has represented that it will not sell any common stock pursuant to
this prospectus supplement and the accompanying prospectus except as described
in this prospectus supplement and the accompanying prospectus.
At the time a particular offering of the common stock is made, if
required, a prospectus supplement, or, if appropriate, a post-effective
amendment to the registration statement of which the accompanying prospectus is
a part, will be distributed setting forth the names of the selling
stockholders, the aggregate amount and type of securities being offered, and,
to the extent required, the terms of the offering, including the name or names
of any underwriters, broker/dealers or agents, any discounts, commissions and
other terms constituting compensation from the selling stockholders and any
discounts, commission or concessions allowed or reallowed or paid to the
broker/dealers.
To our knowledge, there are currently no plans, arrangements or
understandings between any selling stockholder and any underwriter,
broker-dealer or agent regarding the sale of common stock by the selling stockholders.
LEGAL
MATTERS
The validity of the common stock and the preferred stock will be passed
on for DMC by Holme Roberts & Owen LLP, Denver, Colorado.
EXPERTS
The consolidated financial statements of Dynamic Materials Corporation
appearing in Dynamic Materials Corporations Annual Report (Form 10-K) for
the year ended December 31, 2009 (including schedules appearing therein),
and the effectiveness of Dynamic Materials Corporations internal control over
financial reporting as of December 31, 2009, have been audited by Ernst &
Young LLP, independent registered public accounting firm, as set forth in their
reports thereon included therein, and incorporated herein by reference. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young LLP pertaining to such financial statements
(to the extent covered by consents filed with the Securities and Exchange
Commission) given on the authority of such firm as experts in accounting and
auditing.
S-14
Table of Contents
PROSPECTUS
$25,000,000
DYNAMIC
MATERIALS CORPORATION
The following are types of securities that we may offer, issue and sell
from time to time, together or separately:
·
shares
of our common stock; and
·
shares of our preferred stock.
This prospectus describes some of the general terms that may apply to these
securities. The specific terms of any securities to be offered will be
described in supplements to this prospectus. The prospectus supplements may
also add, update, or change information contained in this prospectus. This
prospectus may not be used to offer and sell securities unless accompanied by a
prospectus supplement. You should read this prospectus and the applicable
prospectus supplement carefully before you make your investment decision.
We may offer and sell these securities through one or more underwriters,
dealers and agents, through underwriting syndicates managed or co-managed by
one or more underwriters, or directly to purchasers, on a continuous or delayed
basis.
To the extent that any selling securityholder resells any securities, the
selling securityholder may be required to provide you with this prospectus and
a prospectus supplement identifying and containing specific information about
the selling securityholder and the terms of the securities being offered.
Our common stock,
par value $0.05 per share, trades on the Nasdaq National Market under the
symbol BOOM. We may offer the securities
in amounts, at prices and on terms determined at the time of offering. We may
sell the securities directly to you, through agents we select, or through
underwriters and dealers we select. If we use agents, underwriters or dealers
to sell the securities, we will name them and describe their compensation in a
prospectus supplement.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities or
determined or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is May 20, 2010
Table of Contents
DYNAMIC MATERIALS
CORPORATION
Dynamic Materials Corporation, or DMC, is a leading provider of
explosion-welded clad metal plates. Explosion-weld cladding uses an explosive
charge to bond together plates of different metals that do not bond easily with
traditional welding techniques. We also
provide products used in oil and gas fields for exploration and recovery of oil
and gas. These products relate primarily to oil and gas well perforation which
is a process of punching holes in the casing of a well to enable easier and
more precise recovery of oil or gas from a targeted formation.
Our principal executive offices are at 5405 Spine Road, Boulder,
Colorado 80301 and our telephone number is (303) 665-5700. Additional information about us can be
obtained on the investor relations section of our website. Our website is
www.dynamicmaterials.com
,
although the information on our website is not incorporated into this prospectus.
You can obtain additional information about us in the reports and other
documents incorporated by reference in this prospectus. See Where You Can Find
More Information and Incorporation of Certain Documents by Reference.
USE OF PROCEEDS
Except as may otherwise be described in the prospectus supplement
relating to an offering of securities, we will use the net proceeds from the
sale of the securities offered under this prospectus and the prospectus
supplement for general corporate purposes. We will determine any specific
allocation of the net proceeds of an offering of securities to a specific
purpose at the time of the offering and will describe the allocation in the
related prospectus supplement.
DESCRIPTION OF COMMON
STOCK
DMC has authorized 25,000,000 shares of common stock. At April 29,
2010, we had 12,959,663 shares outstanding.
DESCRIPTION OF PREFERRED
STOCK
DMC has authorized 4,000,000 shares of preferred stock, none of which
were outstanding as of April 29, 2010. Shares of preferred stock may be
issued in one or more series, as authorized by our board of directors with any
rights and restrictions that are specified by our board of directors and
permitted by Delaware law. When our board of directors specifies the terms of
the preferred stock, the terms will be set forth in a certificate of
designations to be filed with the secretary of state of Delaware.
LEGAL MATTERS
The validity of the common stock and the preferred stock will be passed
on for DMC by Holme Roberts & Owen LLP, Denver, Colorado.
EXPERTS
The consolidated
financial statements of Dynamic Materials Corporation appearing in Dynamic
Materials Corporations Annual Report (Form 10-K) for the year ended December 31,
2009 (including schedules appearing therein), and the effectiveness of Dynamic
Materials Corporations internal control over financial reporting as of December 31,
2009, have been audited by Ernst & Young LLP, independent registered
public accounting firm, as set forth in their reports thereon included therein,
and incorporated herein by reference. Such financial statements are, and
audited financial statements to be included in subsequently filed documents
will be, incorporated herein in reliance upon the reports of Ernst &
Young LLP pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission) given on the
authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission under the
Securities Exchange Act of 1934. You may read and copy this information at the
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Table
of Contents
SECs Public Reference Room at 100 F. Street,
N.E., Washington D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains an Internet world wide
web site that contains reports, proxy statements and other information about
issuers, like DMC, that file electronically with the SEC. The address of that
site is http://www.sec.gov. Our SEC
filings are also available through The Nasdaq Stock Market, on which our common
stock is listed, at 100 Liberty Plaza, 165 Broadway, New York, NY 10006.
We have filed with the SEC a registration statement on Form S-3
that registers the securities we are offering. The registration statement,
including the attached exhibits and schedules, contains additional relevant
information about us and our securities. The rules and regulations of the
SEC allow us to omit certain information included in the registration statement
from this prospectus.
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference
information into this prospectus. This means that we can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is considered to be part of
this prospectus, except for any information that is superseded by information
that is included directly in this document.
This prospectus includes by reference the documents listed below that
we have previously filed with the SEC and that are not included in or delivered
with this document. They contain important information about our company and
its financial condition.
Filing
|
|
Period
|
Annual Report on
Form 10-K
|
|
Year ended
December 31, 2009
|
Quarterly Report
on Form 10-Q
|
|
Quarter ended
March 31, 2010
|
Current Report
on Form 8-K
|
|
Filed
January 15, 2010
|
All documents filed by us
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this prospectus and prior to the termination of this offering
shall be deemed to be incorporated by reference herein and to be a part of this
prospectus from the date of filing of such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus. SEC rules and regulations also permit us
to furnish rather than file certain reports and information with the SEC.
Any such reports or information which we have furnished shall not be deemed
to be incorporated by reference into or otherwise become a part of this
prospectus, regardless of when furnished to the SEC.
You can obtain any of the documents incorporated by reference in this
document from us without charge, excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference as an exhibit to
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from us at the
following address:
Dynamic Materials
Corporation
Attn: Investor Relations
5405 Spine Road
Boulder, Colorado 80301
(303) 665-5700
Additional information about us can be obtained on the investor
relations section of our website. Our
website is
www.dynamicmaterials.com
, although the
information on our website is not incorporated into this prospectus.
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We have not authorized
anyone to give any information or make any representation about us that is
different from, or in addition to, that contained in this prospectus or in any
of the materials that we have incorporated by reference into this document.
Therefore, if anyone does give you information of this sort, you should keep in
mind that such information has not been authorized and may therefore not be
accurate. If you are in a jurisdiction where offers to sell, or solicitations
of offers to purchase, the securities offered by this document are unlawful, or
if you are a person to whom it is unlawful to direct these types of activities,
then the offer presented in this document does not extend to you.
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Table of Contents
Dynamic Materials
Corporation
PROSPECTUS
SUPPLEMENT
222,445 Shares
Common Stock
DMC Global (NASDAQ:BOOM)
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From Jun 2024 to Jul 2024
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From Jul 2023 to Jul 2024