Current Report Filing (8-k)
May 07 2021 - 12:31PM
Edgar (US Regulatory)
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2021-05-04
2021-05-04
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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): May 7, 2021
(May 4, 2021)
DMC GLOBAL INC.
(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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11800 Ridge Parkway, Suite 300, Broomfield,
Colorado 80021
(Address of Principal Executive Offices, Including
Zip Code)
(303) 665-5700
(Registrant’s Telephone Number, Including
Area Code)
Title of each class
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Trading Symbol
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Name of exchange on which
registered
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Common Stock, $0.05 Par Value
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BOOM
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The Nasdaq Global Select Market
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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:
¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 1.01
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Entry into a Material Definitive Agreement.
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On
May 4, 2021, DMC Global Inc., a Delaware corporation (the “Company”), in connection with a registered public
offering of its common stock (the “Offering”), entered into an underwriting agreement (the “Underwriting
Agreement”) with KeyBanc Capital Markets Inc., as representative of the underwriters named therein (collectively, the
“Underwriters”), pursuant to which the Company agreed to sell 2,500,000 shares of its common stock to the Underwriters.
In addition, pursuant to the Underwriting Agreement, the Underwriters were granted an option, exercisable within 30 days, to
purchase up to an additional 375,000 shares of common stock to cover over-allotments, if any, on the same terms and conditions. The
option was exercised in full on May 5, 2021. Net proceeds from the offering, including the additional shares, were approximately
$123.5 million after deducting estimated fees and expenses. The Underwriting Agreement contains customary representations, warranties and
agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally,
the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of
1933, as amended, or to contribute to payments the Underwriters may be required to make due to any such liabilities. The Offering
was completed on May 7, 2021.
The
foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by the full text of the Underwriting
Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The legal
opinion of Davis Graham & Stubbs LLP relating to the legality of the shares of common stock sold in the Offering is filed as
Exhibit 5.1 to this Current Report on Form 8-K.
The
representations, warranties and covenants contained in the Underwriting Agreement were made solely for purposes of the agreement and as
of specific dates, were solely for the benefit of the parties to the agreement, may be subject to limitations agreed upon by the contracting
parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security
holders. Security holders are not third-party beneficiaries under the agreement and should not rely on the representations, warranties
and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information
concerning the subject matter of the representations and warranties may change after the date of the agreement, which subsequent information
may or may not be fully reflected in the Company’s public disclosures.
Item 9.01 Financial
Statements and Exhibits
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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DMC GLOBAL INC.
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Dated: May 7, 2021
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By:
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/s/ Michael Kuta
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Michael Kuta
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Chief Financial Officer
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