DMC Global Inc S-3, filed Mar 16, 2023

DMC Global Inc. (BOOM)

S-3 2023-03-16

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	Large accelerated filer ☐			Accelerated filer ☒
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	ABOUT THIS PROSPECTUS					1
	OUR COMPANY					1
	WHERE YOU CAN FIND MORE INFORMATION					1
	INCORPORATION BY REFERENCE					2
	SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS					2
	DESCRIPTION OF DEBT SECURITIES					7
	DESCRIPTION OF WARRANTS					15
	DESCRIPTION OF PURCHASE CONTRACTS					16
	DESCRIPTION OF UNITS					17
	USE OF PROCEEDS					18
	PLAN OF DISTRIBUTION					19
	CERTAIN LEGAL MATTERS					23
	EXPERTS					23

	ABOUT THIS PROSPECTUS					1
	WHERE YOU CAN FIND MORE INFORMATION					2
	INCORPORATION BY REFERENCE					2
	SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS					3
	RISK FACTORS					5
	USE OF PROCEEDS					6
	SELLING STOCKHOLDER					7
	MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS					8
	LEGAL MATTERS					15
	EXPERTS					15

	Ownership Before Offering						Ownership After Offering
Selling Stockholder	Number of shares of common stock beneficially owned		Percentage of common stock beneficially owned		Total number of shares of common stock offered		Number of shares of common stock beneficially owned		Percentage of common stock beneficially owned
Schladen Family Trust		551,458		2.8%		551,458		13,124		*%
Total		551,458		2.8%		551,458		0		*%

SEC registration fee	$	24,005*
FINRA filing fee		**
Legal fees and expenses		**
Accounting fees and expenses		**
Listing fee		**
Transfer and disbursement agent fees		**
Printing and engraving expenses		**
Trustee’s fees and expenses		**
Miscellaneous expenses		**
Total	$	24,005**

SIGNATURE	TITLE	DATE
/s/ David C. Aldous David C. Aldous	Co-President and Chief Executive Officer and Director (Principal Executive Officer)	March 16, 2023
/s/ Michael Kuta Michael Kuta	Co-President and Chief Executive Officer (Principal Executive Officer)	March 16, 2023
/s/ Eric V. Walter Eric V. Walter	Chief Financial Officer (Principal Financial Officer)	March 16, 2023
/s/ Brett Seger Brett Seger	Chief Accounting Officer (Principal Accounting Officer)	March 16, 2023
/s/ Richard P. Graff Richard P. Graff	Interim Chairman and Director	March 16, 2023
/s/ Andrea E. Bertone Andrea E. Bertone	Director	March 16, 2023
/s/ Robert A. Cohen Robert A. Cohen	Director	March 16, 2023

	Exhibit No.			Description
	1.1+			Form of Underwriting Agreement.
	3.1			Amended and Restated Certificate of Incorporation of DMC Global Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2016).
	3.2			Certificate of Amendment to Amended and Restated Certificate of Incorporation of DMC Global Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2022).
	3.3			Amended and Restated Bylaws of DMC Global Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 27, 2018).
	4.1			Form of Certificate representing shares of Common Stock of DMC Global Inc. (Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on November 4, 2016).
	4.2			Description of Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2020).
	4.3*			Form of indenture.
	4.4+			Form of certificate of designations for preferred stock.
	4.5+			Form of depositary receipt.
	4.6+			Form of depositary agreement.
	4.7+			Form of warrant.
	4.8+			Form of warrant agreement.
	4.9+			Form of purchase contract.
	4.10+			Form of unit certificate.
	4.11+			Form of unit agreement.
	5.1*			Opinion of Davis Graham & Stubbs LLP.
	5.2			Opinion of Davis Graham & Stubbs LLP (incorporated by reference to Exhibit 5.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2022).
	23.1*			Consent of Ernst & Young LLP.
	23.2*			Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1).
	23.3			Consent of Davis Graham & Stubbs LLP (incorporated by reference to Exhibit 23.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2022).
	24.1*			Power of Attorney (included on the signature page).
	25.1**			Form T-1 Statement of Eligibility of Trustee for the Indenture.
	107*			Filing fee table.

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE			2

	Section 1.1	Definitions	2
	Section 1.2	Other Definitions	5
	Section 1.3	Incorporation by Reference of Trust Indenture Act	5
	Section 1.4	Rules of Construction	6

ARTICLE II THE SECURITIES			6

	Section 2.1	Issuable in Series	6
	Section 2.2	Establishment of Terms of Series of Securities	6
	Section 2.3	Execution and Authentication	8
	Section 2.4	Registrar and Paying Agent	9
	Section 2.5	Paying Agent to Hold Money in Trust	10
	Section 2.6	Securityholder Lists	10
	Section 2.7	Transfer and Exchange	10
	Section 2.8	Mutilated, Destroyed, Lost and Stolen Securities	10
	Section 2.9	Outstanding Securities	11
	Section 2.10	Treasury Securities	12
	Section 2.11	Temporary Securities	12
	Section 2.12	Cancellation	12
	Section 2.13	Defaulted Interest	12
	Section 2.14	Global Securities	12

ARTICLE III REDEMPTION			14

	Section 3.1	Notice to Trustee	14
	Section 3.2	Selection of Securities to be Redeemed	14
	Section 3.3	Notice of Redemption	14
	Section 3.4	Effect of Notice of Redemption	15
	Section 3.5	Deposit of Redemption Price	15
	Section 3.6	Securities Redeemed in Part	15

ARTICLE IV COVENANTS			15

	Section 4.1	Payment of Principal and Interest	15
	Section 4.2	SEC Reports	16
	Section 4.3	Compliance Certificate	16
	Section 4.4	Stay, Extension and Usury Laws	16

ARTICLE V SUCCESSORS			16

	Section 5.1	When Company May Merge, Etc.	16

	Section 5.2	Successor Corporation Substituted	17

ARTICLE VI DEFAULTS AND REMEDIES			17

	Section 6.1	Events of Default	17
	Section 6.2	Acceleration of Maturity; Rescission and Annulment	18
	Section 6.3	Collection of Indebtedness and Suits for Enforcement by Trustee	19
	Section 6.4	Trustee May File Proofs of Claim	20
	Section 6.5	Trustee May Enforce Claims Without Possession of Securities	20
	Section 6.6	Application of Money Collected	20
	Section 6.7	Limitation on Suits	21
	Section 6.8	Unconditional Right of Holders to Receive Principal and Interest	21
	Section 6.9	Restoration of Rights and Remedies	22
	Section 6.10	Rights and Remedies Cumulative	22
	Section 6.11	Delay or Omission Not Waiver	22
	Section 6.12	Control by Holders	22
	Section 6.13	Waiver of Past Defaults	23
	Section 6.14	Undertaking for Costs	23

ARTICLE VII TRUSTEE			23

	Section 7.1	Duties of Trustee	23
	Section 7.2	Rights of Trustee	24
	Section 7.3	Individual Rights of Trustee	25
	Section 7.4	Trustee’s Disclaimer	25
	Section 7.5	Notice of Defaults	25
	Section 7.6	Reports by Trustee to Holders	26
	Section 7.7	Compensation and Indemnity	26
	Section 7.8	Replacement of Trustee	27
	Section 7.9	Successor Trustee by Merger, Etc.	27
	Section 7.10	Eligibility; Disqualification	27
	Section 7.11	Preferential Collection of Claims Against Company	28

ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE			28

	Section 8.1	Satisfaction and Discharge of Indenture	28
	Section 8.2	Application of Trust Funds; Indemnification	29
	Section 8.3	Legal Defeasance of Securities of any Series	29
	Section 8.4	Covenant Defeasance	31
	Section 8.5	Repayment to Company	32
	Section 8.6	Reinstatement	32

ARTICLE IX AMENDMENTS AND WAIVERS			32

	Section 9.1	Without Consent of Holders	32

	Section 9.2	With Consent of Holders	33
	Section 9.3	Limitations	33
	Section 9.4	Compliance with Trust Indenture Act	34
	Section 9.5	Revocation and Effect of Consents	34
	Section 9.6	Notation on or Exchange of Securities	35
	Section 9.7	Trustee Protected	35

ARTICLE X MISCELLANEOUS			35

	Section 10.1	Trust Indenture Act Controls	35
	Section 10.2	Notices	35
	Section 10.3	Communication by Holders with Other Holders	36
	Section 10.4	Certificate and Opinion as to Conditions Precedent	36
	Section 10.5	Statements Required in Certificate or Opinion	36
	Section 10.6	Rules by Trustee and Agents	37
	Section 10.7	Legal Holidays	37
	Section 10.8	No Recourse Against Others	37
	Section 10.9	Counterparts	37
	Section 10.10	Governing Law	37
	Section 10.11	No Adverse Interpretation of Other Agreements	37
	Section 10.12	Successors	37
	Section 10.13	Severability	38
	Section 10.14	Table of Contents, Headings, Etc.	38
	Section 10.15	Securities in a Foreign Currency	38
	Section 10.16	Judgment Currency	38

ARTICLE XI SINKING FUNDS			39

	Section 11.1	Applicability of Article	39
	Section 11.2	Satisfaction of Sinking Fund Payments with Securities	39
	Section 11.3	Redemption of Securities for Sinking Fund	39

§ 310(a)(1)		7.10
(a)(2)		7.10
(a)(3)		Not Applicable
(a)(4)		Not Applicable
(a)(5)		7.10
(b)		7.10
§ 311(a)		7.11
(b)		7.11
(c)		Not Applicable
§ 312(a)		2.6
(b)		10.3
(c)		10.3
§ 313(a)		7.6
(b)(1)		7.6
(b)(2)		7.6
(c)(1)		7.6
(d)		7.6
§ 314(a)		4.2, 10.5
(b)		Not Applicable
(c)(1)		10.4
(c)(2)		10.4
(c)(3)		Not Applicable
(d)		Not Applicable
(e)		10.5
(f)		Not Applicable
§ 315(a)		7.1
(b)		7.5
(c)		7.1
(d)		7.1
(e)		6.14
§ 316(a)		2.10
(a)(1)(A)		6.12
(a)(1)(B)		6.13
(b)		6.8
§ 317(a)(1)		6.3
(a)(2)		6.4
(b)		2.5
§ 318(a)		10.1

TERM		DEFINED IN SECTION
“Bankruptcy Law”		6.1
“Custodian”		6.1
“Event of Default”		6.1
“Judgment Currency”		10.16
“Legal Holiday”		10.7
“mandatory sinking fund payment”		11.1
“New York Banking Day”		10.16
“Notice Agent”		2.4
“optional sinking fund payment”		11.1
“Paying Agent”		2.4
“Registrar”		2.4
“Required Currency”		10.16
“successor person”		5.1

	DMC Global Inc.


	By:
	Name:
	Its:


	[NAME OF TRUSTEE], as Trustee


	By:
	Name:
	Its:

	Sincerely,

	/s/ Davis Graham & Stubbs LLP

	Davis Graham & Stubbs LLP