-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DcxR44PkoSmQouHpzdDNPtPlUONRTFvN1TsSPnOciZplQjcEq06pKb1hiTBN9aLC daygN0BCu3Lg1I/glRuYnw== /in/edgar/work/20000622/0000898080-00-000211/0000898080-00-000211.txt : 20000920 0000898080-00-000211.hdr.sgml : 20000920 ACCESSION NUMBER: 0000898080-00-000211 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000622 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DYNAMIC MATERIALS CORP CENTRAL INDEX KEY: 0000034067 STANDARD INDUSTRIAL CLASSIFICATION: [3390 ] IRS NUMBER: 840608431 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-07341 FILM NUMBER: 659297 BUSINESS ADDRESS: STREET 1: 551 ASPEN RIDGE DR CITY: LAFAYETTE STATE: CO ZIP: 80026 BUSINESS PHONE: 3036655700 MAIL ADDRESS: STREET 1: 551 ASPEN RIDGE DR CITY: LAFAYETTE STATE: CO ZIP: 80026 FORMER COMPANY: FORMER CONFORMED NAME: EXPLOSIVE FABRICATORS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LA SOCIETE NATIONALE DES POUDRES ET EXPLOSIFS CENTRAL INDEX KEY: 0001077447 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12 QUAI HENRI IV 75181 PARIS CEDEX CITY: CEDEX FRANCE STATE: I0 ZIP: 00000 SC 13D/A 1 0001.txt AMENDMENT NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* DYNAMIC MATERIALS CORPORATION --------------------------------- (Name of Issuer) COMMON STOCK --------------------------------------------------------------------------- (Title of Class of Securities) 267888105 ---------------- (CUSIP Number) Michel Philippe SNPE 12, Quai Henri IV 75181 Paris Cedex 04, France 011-33-1-4804-6554 ---------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to: Pierre F. de Ravel d'Esclapon LeBoeuf, Lamb, Greene & MacRae, L.L.P. 125 West 55th Street New York, NY 10019-5389 (212) 424-8000 June 14, 2000 ------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [X]. Note: See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) - ----------------------- --------------------- CUSIP No. 267888105 13D Page 2 of 7 Pages - ----------------------- --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SNPE, Inc. IRS Employer Identification No. 22-2651646 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] Not applicable. (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION SNPE, Inc. is a Delaware corporation. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,763,491 -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 2,763,491 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,763,491 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.81% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------- --------------------- CUSIP No. 267888105 13D Page 3 of 7 Pages - ----------------------- --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SOFIGEXI IRS Employer Identification No. 22-2651646 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] Not applicable. (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION SOFIGEXI is a French corporation. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,763,491 -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 2,763,491 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,763,491 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.81% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------- --------------------- CUSIP No. 267888105 13D Page 4 of 7 Pages - ----------------------- --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SNPE IRS Employer Identification No. 22-2651646 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] Not applicable. (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION SNPE, Inc. is a French corporation wholly owned by the government of France. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,763,491 -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 2,763,491 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,763,491 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.81% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer This Amendment Number 2 ("Amendment No. 2") to the Schedule 13D originally filed by SNPE, Inc., SOFIGEXI, and SNPE, relates to the Common Stock, $.05 par value (the "DMC Common Stock"), of Dynamic Materials Corporation, a Delaware corporation, (the "Issuer"). The address of the principal executive offices of the Issuer is 551 Aspen Ridge Drive, Lafayette, Colorado 80026. This Amendment No. 2 is being filed to reflect certain changes to Items 2, 4, 5, 6 and 7. Item 2. Identity and Background The location of the principal business and offices of SNPE, Inc. has changed, and is currently located at 101 College Road East, Princeton, New Jersey 08540. Item 4. Purpose of Transaction On June 14, 2000, SNPE, Inc. and the Issuer consummated a Stock Purchase Agreement dated as of January 20, 2000, pursuant to which SNPE, Inc. purchased 2,109,091 shares of DMC Common Stock for approximately $5.8 million, giving SNPE, Inc. control over the Issuer; SNPE, Inc. purchased from the Issuer a five-year, 5% Convertible Subordinated Note, convertible in whole or in part into DMC Common Stock by SNPE, Inc. at a conversion price of $6 per share, with an aggregate principal amount of $1.2 million and entered into a related registration rights agreement; and SNPE, Inc. and the Issuer entered into a Credit Facility and Security Agreement, dated as of June 14, 2000, pursuant to which the Issuer can borrow up to $3.5 million from SNPE, Inc. Certain executives of SNPE, Inc., SOFIGEXI and SNPE have been elected to the board of directors of the Issuer and assumed positions as officers of the Issuer in connection with the transaction. Bernard Hueber, Chairman and Chief Executive Officer of Nobel Explosifs France, a wholly owned subsidiary of SNPE, has been named to DMC's board of directors, and has been named as the Chairman of the Board. Bernard Fontana, President of SNPE, Inc., has assumed the office of President and Chief Executive. Mr. Fontana has also joined the board of directors. Mr. Michel Philippe, Corporate Senior Vice-President Finance and Legal Affairs for SNPE, and Mr. Bernard Riviere, Senior Vice President and CEO for SNPE, each have been appointed to the board of directors in newly created directorships. On June 20, 2000, SNPE, Inc. purchased an additional 248,000 shares of DMC Common Stock in a privately negotiated purchase, for an aggregate purchase price of $405,480. Item 5. Interest in Securities of the Issuer (a) SNPE beneficially owns 2,763,491 shares of DMC Common Stock. This position currently represents 55.81% of the 4,951,520 shares of DMC Common Stock outstanding. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Other than as described in Item 4 above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2, and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or loss, or the giving or withholding of proxies. Page 5 of 7 Item 7. Material to be Filed as Exhibits Exhibit 1. Registration Rights Agreement by and between Dynamic Materials Corporation and SNPE, Inc., dated as of June 14, 2000, incorporated by reference to the same document included as Exhibit 4.1 to Current Report on Form 8-K filed by the Issuer on June 22, 2000, under SEC File No. 08328 (the "Issuer Form 8-K"). Exhibit 2. Convertible Subordinated Note, incorporated by reference to the same document included as Exhibit 4.2 to the Issuer Form 8-K. Exhibit 3. Credit Facility and Security Agreement by and between SNPE, Inc. and Dynamic Materials Corporation, dated as of June 14, 2000, incorporated by reference to the same document included as Exhibit 10.1 to the Issuer Form 8-K. Exhibit 4. Press Release, entitled "Acquisition of American company DMC by SNPE" issued by SNPE. Page 6 of 7 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Date: June 22, 2000 SNPE, INC. By: /s/ Bernard Fontana ------------------------- Bernard Fontana Chairman of the Board and Chief Executive Officer SOFIGEXI By: /s/ Michel Philippe ------------------------- Michel Philippe Chairman SNPE By: /s/ Michel Philippe ------------------------- Michel Philippe Vice President and CFO Page 7 of 7 Index to Exhibits Exhibit 1. Registration Rights Agreement by and between Dynamic Materials Corporation and SNPE, Inc., dated as of June 14, 2000, incorporated by reference to the same document included as Exhibit 4.1 to Current Report on Form 8-K filed by the Issuer on June 22, 2000, under SEC File No. 08328 (the "Issuer Form 8- K"). Exhibit 2. Convertible Subordinated Note, incorporated by reference to the same document included as Exhibit 4.2 to the Issuer Form 8-K. Exhibit 3. Credit Facility and Security Agreement by and between SNPE, Inc. and Dynamic Materials Corporation, dated as of June 14, 2000, incorporated by reference to the same document included as Exhibit 10.1 to the Issuer Form 8-K. Exhibit 4. Press Release, entitled "Acquisition of American company DMC by SNPE" issued by SNPE. - i - Exhibit 4. Press Release Acquisition of American company DMC by SNPE DENVER -- SNPE of France, through its American subsidiary, SNPE Inc., has acquired an additional 2,109,091 shares of Dynamic Materials Corp. (DMC) of the United States (Nasdaq: BOOM), a Delaware corporation in which it already held a 14.3 percent stake (since January 2000), giving SNPE a controlling interest of approximately 50.8 percent. SNPE, beside its worldwide chemical business which accounts for more than 50% of its revenues, is a leading European supplier of energetic materials for civil and defense applications. For more than 30 years Nobelclad Europe, a division of SNPE'S Industrial Explosives business unit, has developed and applied explosion bonding techniques for use in the chemical, electrometallurgy, shipbuilding and other industries. SNPE expects that as a result of synergies resulting from the cooperation between Nobelclad Europe and DMC's bonding division, SNPE will be able to offer its international customers an array of metal clad products providing competitive advantages over the weldoverlay and hot rolling processes. Through shared research and development efforts by these divisions, SNPE expects to be able to develop new applications for its products, extend the product range offered to customers, enhance product and service quality and deliver effective solutions to chemical engineering firms and other customers. At the special meeting of stockholders of DMC, which took place in Denver (Colorado) on Wednesday, June 14th, 2000, DMC also approved the expansion of its Board of Directors to 7 members, including 4 new directors from SNPE. At the meeting of the DMC Board of Directors which followed the meeting of stockholders, Bernard HUEBER and Bernard FONTANA, two SNPE executive officers, were elected Chairman of the Board and President and CEO of DMC, respectively. The Board also approved an employment agreement between DMC and Joe ALLWEIN, former President, to serve as Executive Vice President and COO of DMC. Additional information on this transaction is included in a proxy statement submitted by DMC to the S.E.C. This press release contains forward-looking statements that involve risks and uncertainties, including, but not limited to, risks detailed from time to time in DMC's S.E.C. reports, including reports on Form 10-K for the years ended December 31, 1999 and December 31, 1998, and reports on Form 10-Q for the quarters ending March 31, 2000 and September 30, June 30 and March 31, 1999. ### Press contact: Bernard Fontana President SNPE, Inc. 101 College Road East Princeton, New Jersey 08540 Tel : 609 987 9424 Fax : 609 987 2767 -----END PRIVACY-ENHANCED MESSAGE-----