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 15, 2005
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) 655-5700
(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
The disclosure contained under Item 2.03 below is incorporated herein
by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On September 15, 2005, Dynamic Materials Corporation (the "Company")
entered into a Credit Agreement with and delivered its related Revolving Line of
Credit Note to Wells Fargo Bank, National Association (said Agreement and Note,
collectively, the "Credit Facility"). The Credit Facility provides the Company
until June 30, 2007 with a $7,500,000 revolving line of credit for working
capital and general corporate purposes. The Credit Agreement replaces the $6
million credit facility between the Company and Wells Fargo Business Credit
Inc., an affiliate of Wells Fargo Bank, National Association, that terminated
concurrently with the signing of the new credit facility. The Company has yet to
draw on the revolving credit.
Under the Credit Facility, revolving borrowings bear annual interest
at the Company's option at (i) a fluctuating rate per annum of 0.50% below the
lender's prime rate as in effect from time to time, or (ii) LIBOR for a
borrowing period selected by Company of one, two or three months, adjusted for
regulatory reserve requirements, plus 2.0%.
The Credit Facility contains a number of restrictive covenants
including those requiring the Company to maintain minimum levels of net income
and tangible net worth and to obtain the bank's prior consent prior to making
investments in fixed assets in excess of $4,000,000, incurring operating lease
expense in excess of $1,000,000 and making certain other loans or investments.
Under the Credit Facility it is an event of default if the Company
fails to make the payments required of it or otherwise to fulfill the covenants
applicable to it. In the case of events of default which are unremedied within
allowable grace periods, the lender may terminate its revolving credit
commitment and require immediate repayment of all outstanding borrowings.
A copy of the Credit Agreement is included as Exhibit 10.1 and a copy
of the related Revolving Line of Credit Note is included as Exhibit 10.2 to this
Current Report on Form 8-K, and such Exhibits are incorporated into this Item
2.03 by reference and any description of the Credit Facility in this Item 2.03
is qualified by such reference
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 10.1. Credit Agreement dated as of September 15, 2005 between Dynamic
Materials Corporation and Wells Fargo Bank, National Association.
Exhibit 10.2. $7,500,000 Revolving Line of Credit Note dated September 15, 2005
of Dynamic Materials Corporation payable to the order of Wells
Fargo Bank, National Association.
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 21, 2005
INDEX TO EXHIBITS
Number Description
10.1 Credit Agreement dated as of September 15, 2005 between Dynamic
Materials Corporation and Wells Fargo Bank, National Association.
10.2 $7,500,000 Revolving Line of Credit Note dated September 15, 2005 of
Dynamic Materials Corporation payable to the order of Wells Fargo
Bank, National Association.