- Current report filing (8-K)
January 15 2010 - 11:31AM
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):
January 13,
2010
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 January 13, 2010 shares of
restricted stock were granted 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. The
form of restricted stock award agreement is incorporated herein by reference.
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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30,000
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Rick
Santa
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Senior
Vice President, Chief Financial Officer and Secretary
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12,000
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John
Banker
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Senior
Vice President, Customers and Technology, Clad Metal Division
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12,000
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In addition,
on January 13, 2010, Rolf Rospek, a director of the Company and chief executive
of the Companys DYNAenergetics oilfield products business was granted restricted
stock units with respect to 9,000 shares of the Companys common stock subject
to the terms of the Plan and the award agreement. The form of restricted stock unit award
agreement is incorporated herein by reference.
The shares of
restricted stock and restricted stock units 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 and restricted stock units held by such persons will vest
immediately upon termination without cause, retirement, death or disability;
however, the person will forfeit such shares or units upon his resignation or
termination for cause (as defined in the award agreement).
At the
recommendation of the Compensation Committee, on January 13, 2010, the Board
of Directors of the Company agreed to extend the existing employment agreements
of each of Messrs. Cariou, Santa and Banker for an additional three year
term, ending December 31, 2012. The
other terms of the executive officers employment agreements remain unchanged
by the amendment.
1
Item 9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
Exhibit Number
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Description
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10.1
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Form of
Restricted Stock 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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10.2
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Form of
Restricted Stock Unit Award Agreement
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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:
January 15, 2010
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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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10.1
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Form of
Restricted Stock 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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10.2
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Form of
Restricted Stock Unit Award Agreement
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4
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