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):
September 20, 2006
Dynamic Materials Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-8328 84-0608431
(Commission File Number) (I.R.S. Employer
Identification Number)
(303) 665-5700
(Registrant's Telephone Number, Including Area Code)
5405 Spine Road, Boulder, Colorado 80301
(Address of Principal Executive Offices) (Zip Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.133-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 20, 2006, the Compensation Committee of Dynamic Materials
Corporation (the "Company") approved the grant of restricted stock under the
2006 Stock Incentive Plan (the "Plan") to the executive officers of the Company
set forth below, subject to the terms of the Plan and the award agreement,
subject to the approval of the Plan by the Company's stockholders on September
21, 2006. The grant of the awards was effective on September 21, 2006. The
shares of restricted stock granted to executive officers vest in one-third
increments on the first, second and third anniversary of the grant. The
restricted shares held by such executive officers will vest immediately upon
termination without cause, retirement, death or disability; however, the
executive officer will forfeit such shares upon resignation or termination for
cause (as defined in the award agreement). In connection with the grant of the
restricted shares, the Compensation Committee established share ownership
guidelines for executive officers. These guidelines permit such officers to sell
shares if needed to pay for taxes.
------------------------------------------------------------ -------------------
Number of Shares of
Executive Officer Restricted Stock
Granted
------------------------------------------------------------ -------------------
Yvon Cariou 10,000
President and Chief Executive Officer
------------------------------------------------------------ -------------------
John Banker 5,000
Vice President, Marketing and Sales, Clad Metal Division
------------------------------------------------------------ -------------------
Rick Santa 5,000
Vice President, Chief Financial Officer and Secretary
------------------------------------------------------------ -------------------
On September 20, 2006, the Compensation Committee also approved the
grant of restricted stock under the Plan to the non-employee directors of the
Company, subject to the terms of the Plan, subject to the approval of the Plan
by the Company's stockholders on September 21, 2006. The grant of the awards was
effective on September 21, 2006. The shares of restricted stock granted to
directors vest on the date of the second annual meeting after the date of the
grant. These grants of restricted shares, which will be made on an annual basis
on the date of the Company's Annual Meeting of Stockholders, were in lieu of the
previous annual grants of options. As part of the remuneration of directors,
each director of the Company shall receive an annual grant of 1,500 restricted
shares. In addition, directors newly elected to the Board shall receive an
initial grant of 2,000 restricted shares. In connection with the grant of the
restricted shares, the Compensation Committee established share ownership
guidelines for non-employee directors.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DYNAMIC MATERIALS CORPORATION
By: /s/ Richard A. Santa
-----------------------------------
Richard A. Santa
Vice President and Chief Financial
Officer
Dated: September 26, 2006
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