content: <PAGE>   1
  
  
  
  
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1997
                                                         REGISTRATION NO. _______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
  
                                --------------------
  
  
                           DYNAMIC MATERIALS CORPORATION
               (Exact Name of Registrant as Specified in its Charter)
  
  
                                --------------------
  
                 COLORADO                                84-0608431
        (State of Incorporation)            (I.R.S. Employer Identification No.)
  
  
                                --------------------
  
                               551 ASPEN RIDGE DRIVE
                             LAFAYETTE, COLORADO  80026
  
                                --------------------
  
                      (Address of Principal Executive Offices)
  
                          1992 INCENTIVE STOCK OPTION PLAN
  
                                --------------------
                              (Full Title of the Plan)
  
                                  RICHARD A. SANTA
               VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER
                           DYNAMIC MATERIALS CORPORATION
                               551 ASPEN RIDGE DRIVE
                             LAFAYETTE, COLORADO  80026
                                   (303) 665-5700
  
                                --------------------
   (Name, Address and Telephone Number, Including Area Code, of Agent for Service)
  
  
                                     COPIES TO:
                               CARRIE L. SCHIFF, ESQ.
                                 COOLEY GODWARD LLP
                          2595 CANYON BOULEVARD, SUITE 250
                           BOULDER, COLORADO  80302-6737
                                   (303) 546-4000
  
                                --------------------
  
  <PAGE>   2
  
  
  
  
                          CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  =======================================================================================================================
                                                          PROPOSED MAXIMUM      PROPOSED MAXIMUM  
           TITLE OF SECURITIES       AMOUNT TO BE        OFFERING PRICE PER    AGGREGATE OFFERING         AMOUNT OF
             TO BE REGISTERED         REGISTERED             SHARE (1)              PRICE (1)          REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------
           <S>                          <C>                   <C>                 <C>                      <C>
           Stock  Options  and
           Common  Stock  (par
           value $.05)                  250,000               $8.0725             $2,018,125.00            $611.55
  =======================================================================================================================
  </TABLE>
  
  (1)      Estimated solely for the purpose of calculating the amount of the
           registration fee pursuant to Rules 457(c) and (h)(1) based upon (i)
           the weighted average of the exercise prices (ranging from $7.875 to
           $9.625) of 127,750 options outstanding under the 1992 Incentive Stock
           Option Plan, and (ii) $8.0625, the average of the high and low prices
           of the Registrant's Common Stock on May 15, 1997, as reported on The
           Nasdaq Stock Market (National Market).  The following chart
           illustrates our calculation of the registration fee:
  
  <TABLE>
  <CAPTION>
  ======================================================================================================================
                 TYPE OF SHARES             NUMBER OF SHARES        OFFERING PRICE PER SHARE    AGGREGATE OFFERING PRICE
  ----------------------------------------------------------------------------------------------------------------------
           <S>                                  <C>                         <C>                      <C>
           Shares issuable pursuant
           to options outstanding
           under the 1992 Incentive             127,750                      $8.082                  $1,032,475.50
           Stock Option Plan
  ----------------------------------------------------------------------------------------------------------------------
           Shares issuable upon
           exercise of options
           available for grant                  122,250                     $8.0625                   $985,640.63
           under the 1992 Incentive
           Stock Option Plan
  ======================================================================================================================
  </TABLE>
  
  ================================================================================
  
           Approximate date of commencement of proposed sale to the public:  As
  soon as practicable after this Registration Statement becomes effective.
  
  
  
  
  
  <PAGE>   3
  
  
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
  
           The following documents filed by Dynamic Materials Corporation (the
  "Registrant") with the Securities and Exchange Commission are incorporated by
  reference into this Registration Statement:
  
           (a)     The Registrant's latest annual report filed pursuant to
  Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), or either (1) the Registrant's latest prospectus filed
  pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
  "Act"), that contains audited financial statements for the Registrant's latest
  fiscal year for which such statements have been filed, or (2) the Registrant's
  effective registration statement on Form 10, Form 10-SB or Form 20-F filed
  under the Exchange Act containing audited financial statements for the
  Registrant's latest fiscal year.
  
           (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
  the Exchange Act since the end of the fiscal year covered by the annual report,
  prospectus or registration statement referred to in (a) above.
  
           (c)     The description of the Registrant's Common Stock which is
  contained in a registration statement filed under the Exchange Act, including
  any amendment or report filed for the purpose of updating such description.
  
           All reports and other documents subsequently filed by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference herein and to be a part
  of this registration statement from the date of filing of such reports and
  documents.
  
                             DESCRIPTION OF SECURITIES
  
           Not applicable.
  
                       INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
                     INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Under Article 109 of the Colorado Business Corporation Act, the
  Registrant has broad powers to indemnify its directors and officers against
  liabilities they may incur in such capacities, including liabilities under the
  Act.
  
           The Registrant's Articles of Incorporation provide for the elimination
  of liability for monetary damages for breach of the directors' fiduciary duty
  of care to the Registrant and its shareholders.  This provision does not
  eliminate the directors' duty of care and, in appropriate circumstances,
  equitable remedies such as injunctive or other forms of non-monetary relief
  will remain available under Colorado law.  In addition, each director will
  continue to be subject to liability for breach of the director's duty of
  loyalty, for acts or omissions not in good faith or involving intentional
  misconduct, for knowing violations of law, for any transaction from which the
  director derived an improper personal benefit, and for shareholder
  distributions that are unlawful under Colorado law.  The provision does not
  affect a director's responsibilities under any other laws, such as the federal
  securities laws or state or federal environmental laws.
  
           The Registrant has entered into indemnification agreements with each
  of its directors and officers under which the Registrant has indemnified each
  of them against expenses and losses incurred for claims brought against them by
  reason of their being a director or officer of the Registrant, and the
  Registrant maintains directors' and officers' liability insurance.
  
  
                        EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  
  
  
                                        1.
  <PAGE>   4
  
  
  
                                      EXHIBITS
  
  EXHIBIT
  NUMBER
  
   4.1           Articles of Incorporation of the Company, as amended           
                 (incorporated by reference from the Company's Registration
                 Statement on Form S-1 (Registration No. 33-36059)).
  
   4.2           Bylaws of the Company, as amended (incorporated by reference  
                 from the Company's Registration Statement on Form S-1
                 (Registration No. 33-36059)).
  
   4.3           Form of certificate representing shares of Common Stock of the
                 Company (incorporated by reference from the Company's Annual 
                 Report on Form 10-K for the fiscal year ended October 31, 1990).
  
   5.1           Opinion of Cooley Godward LLP.
  
   23.1          Consent of Arthur Andersen LLP.
  
   23.2          Consent of Cooley Godward LLP (included in Exhibit 5.1).
  
   24            Power of Attorney (included on page II-1).
  
   99.1          1992 Incentive Stock Option Plan of the Company (incorporated
                 by reference from the Company's Registration Statement on Form
                 S-8 (Registration No. 33-84220)).
  
  
  
  
  
  
                                        2.
  <PAGE>   5
                                    UNDERTAKINGS
           1.      The undersigned registrant hereby undertakes:
  
                   (a)      To file, during any period in which offers or sales
  are being made, a post-effective amendment to this registration statement:
  
                            (i)     To include any prospectus required by Section
  10(a)(3) of the Act;
  
                            (ii)    To reflect in the prospectus any facts or
  events arising after the effective date of the registration statement (or the
  most recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in the
  registration statement.  Notwithstanding the foregoing, any increase or
  decrease in volume of securities offered (if the total dollar value of
  securities offered would not exceed that which was registered) and any
  deviation from the low or high end of the estimated maximum offering range may
  be reflected in the form of prospectus filed with the Securities and Exchange
  Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
  and price represent no more than a 20% change in the maximum aggregate offering
  price set forth in the "Calculation of Registration Fee" table in the effective
  registration statement.
  
                             (iii)  To include any material information with
  respect to the plan of distribution not previously disclosed in the
  registration statement or any material change to such information in the
  registration statement;
  
  provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Securities and Exchange Commission pursuant to Section 13 or 15(d) of the
  Exchange Act that are incorporated by reference in the registration statement.
  
                   (b)      That, for the purpose of determining any liability
  under the Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                   (c)      To remove from registration by means of a
  post-effective amendment any of the securities being registered which remain
  unsold at the termination of the offering.
  
           2.      The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Act, each filing of the
  registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in the registration statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           3.      Insofar as indemnification for liabilities arising under the
  Act may be permitted to directors, officers and controlling persons of the
  registrant, the registrant has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Act and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Act and will be governed by the final adjudication of such
  issue.
  
  
  
  
  
  
                                       3.
  <PAGE>   6
                                     SIGNATURES
  
           Pursuant to the requirements of the Act, the Registrant certifies that
  it has reasonable grounds to believe that it meets all of the requirements for
  filing on Form S-8 and has duly caused this Registration Statement to be signed
  on its behalf by the undersigned, thereunto duly authorized, in the City of
  Lafayette, State of Colorado, on the 16th day of May, 1997.
  
  
                                    DYNAMIC MATERIALS CORPORATION
                                                                         
  
  
  
                                    By:  /s/ Paul Lange                     
                                       -------------------------------------
                                       Paul Lange
                                       President and Chief Executive Officer
  
  
  
                                 POWER OF ATTORNEY
  
           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Paul Lange and Richard A. Santa, and
  each of them, as his true and lawful attorneys-in-fact and agents, with full
  power of substitution and resubstitution, for him and in his name, place and
  stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement, and to file the
  same, with all exhibits thereto, and all documents in connection therewith,
  with the Securities and Exchange Commission, granting unto said
  attorneys-in-fact and agents full power and authority to do and perform each
  and every act and thing requisite and necessary to be done in connection
  therewith, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorneys-in-fact and
  agents, or any of them, or their or his substitutes or substitute, may lawfully
  do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Act, this Registration Statement
  has been signed by the following persons in the capacities and on the dates
  indicated.
  
  <TABLE>
  <CAPTION>
          SIGNATURE                                    TITLE                               DATE
  <S>                               <C>                                                      <C>
        /s/ PAUL LANGE              President, Chief Executive Officer and                   May 16, 1997
  ---------------------------       Director (Principal Executive Officer)                               
         Paul Lange                                                       
     /s/ RICHARD A. SANTA           Vice President of Finance, Chief Financial               May 16, 1997
  ---------------------------       Officer and Secretary (Principal Financial                           
      Richard A. Santa              and Accounting Officer)                   
                                                                              
       /s/ DEAN K. ALLEN            Director                                                 May 16, 1997
  ---------------------------                                                                            
        Dean K. Allen
     /s/ DAVID E. BARTLETT          Director                                                 May 16, 1997
  ---------------------------                                                                            
      David E. Bartlett
     /s/ EDWARD A. KEIBLE           Director                                                 May 16, 1997
  ---------------------------                                                                            
      Edward A. Keible
  /s/ GEORGE W. MORGENTHALER        Director                                                 May 16, 1997
  ---------------------------                                                                            
   George W. Morgenthaler
  </TABLE>
  
  
  
  
  
                                       II-1
  <PAGE>   7
                                   EXHIBIT INDEX
  <TABLE>
  <CAPTION>
                   EXHIBIT                                            DESCRIPTION
                   NUMBER
                   <S>           <C>
                   4.1           Articles of Incorporation of  the Company, as amended (incorporated by reference  from
                                 the Company's Registration Statement on Form S-1 (Registration No. 33-36059)).
                   4.2           Bylaws of  the  Company,  as amended  (incorporated by  reference  from the  Company's
                                 Registration Statement on Form S-1 (Registration No. 33-36059)).
                   4.3           Form of certificate representing shares of Common  Stock of the Company  (incorporated
                                 by reference from the Company's  Annual Report on Form 10-K for the fiscal  year ended
                                 October 31, 1990).
                   5.1           Opinion of Cooley Godward LLP.
                   23.1          Consent of Arthur Andersen LLP.
                   23.2          Consent of Cooley Godward LLP (included in Exhibit 5.1).
                   24            Power of Attorney (included on page II-1).
                   99.1          1992 Incentive Stock  Option Plan of the Company  (incorporated by reference  from the
                                 Company's Registration Statement on Form S-8 (Registration No. 33-84220)).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19854}]
metadata_filer: {"company-data": {"conformed-name": "DYNAMIC MATERIALS CORP", "cik": "0000034067", "assigned-sic": "3390", "irs-number": "840608431", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27347", "film-number": "97610939"}, "business-address": {"street1": "551 ASPEN RIDGE DR", "city": "LAFAYETTE", "state": "CO", "zip": "80026", "phone": "3036655700"}, "mail-address": {"street1": "551 ASPEN RIDGE DR", "city": "LAFAYETTE", "state": "CO", "zip": "80026"}, "former-company": {"former-conformed-name": "EXPLOSIVE FABRICATORS INC", "date-changed": "19920703"}}
text: 1
  
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1997
                                                         REGISTRATION NO. _______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                --------------------
  
                           DYNAMIC MATERIALS CORPORATION
               (Exact Name of Registrant as Specified in its Charter)
  
                                --------------------
  
                 COLORADO                                84-0608431
        (State of Incorporation)            (I.R.S. Employer Identification No.)
  
                                --------------------
  
                               551 ASPEN RIDGE DRIVE
                             LAFAYETTE, COLORADO  80026
  
                                --------------------
  
                      (Address of Principal Executive Offices)
  
                          1992 INCENTIVE STOCK OPTION PLAN
  
                                --------------------
                              (Full Title of the Plan)
  
                                  RICHARD A. SANTA
               VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER
                           DYNAMIC MATERIALS CORPORATION
                               551 ASPEN RIDGE DRIVE
                             LAFAYETTE, COLORADO  80026
                                   (303) 665-5700
  
                                --------------------
   (Name, Address and Telephone Number, Including Area Code, of Agent for Service)
  
                                     COPIES TO:
                               CARRIE L. SCHIFF, ESQ.
                                 COOLEY GODWARD LLP
                          2595 CANYON BOULEVARD, SUITE 250
                           BOULDER, COLORADO  80302-6737
                                   (303) 546-4000
  
                                --------------------
  2
  
                          CALCULATION OF REGISTRATION FEE
  =======================================================================================================================
                                                          PROPOSED MAXIMUM      PROPOSED MAXIMUM  
           TITLE OF SECURITIES       AMOUNT TO BE        OFFERING PRICE PER    AGGREGATE OFFERING         AMOUNT OF
             TO BE REGISTERED         REGISTERED             SHARE (1)              PRICE (1)          REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------
  Stock  Options  and
           Common  Stock  (par
           value $.05)                  250,000               $8.0725             $2,018,125.00            $611.55
  =======================================================================================================================
  (1)      Estimated solely for the purpose of calculating the amount of the
           registration fee pursuant to Rules 457(c) and (h)(1) based upon (i)
           the weighted average of the exercise prices (ranging from $7.875 to
           $9.625) of 127,750 options outstanding under the 1992 Incentive Stock
           Option Plan, and (ii) $8.0625, the average of the high and low prices
           of the Registrant's Common Stock on May 15, 1997, as reported on The
           Nasdaq Stock Market (National Market).  The following chart
           illustrates our calculation of the registration fee:
  ======================================================================================================================
                 TYPE OF SHARES             NUMBER OF SHARES        OFFERING PRICE PER SHARE    AGGREGATE OFFERING PRICE
  ----------------------------------------------------------------------------------------------------------------------
  Shares issuable pursuant
           to options outstanding
           under the 1992 Incentive             127,750                      $8.082                  $1,032,475.50
           Stock Option Plan
  ----------------------------------------------------------------------------------------------------------------------
           Shares issuable upon
           exercise of options
           available for grant                  122,250                     $8.0625                   $985,640.63
           under the 1992 Incentive
           Stock Option Plan
  ======================================================================================================================
  ================================================================================
  
           Approximate date of commencement of proposed sale to the public:  As
  soon as practicable after this Registration Statement becomes effective.
  3
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents filed by Dynamic Materials Corporation (the
  "Registrant") with the Securities and Exchange Commission are incorporated by
  reference into this Registration Statement:
  
           (a)     The Registrant's latest annual report filed pursuant to
  Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), or either (1) the Registrant's latest prospectus filed
  pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
  "Act"), that contains audited financial statements for the Registrant's latest
  fiscal year for which such statements have been filed, or (2) the Registrant's
  effective registration statement on Form 10, Form 10-SB or Form 20-F filed
  under the Exchange Act containing audited financial statements for the
  Registrant's latest fiscal year.
  
           (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
  the Exchange Act since the end of the fiscal year covered by the annual report,
  prospectus or registration statement referred to in (a) above.
  
           (c)     The description of the Registrant's Common Stock which is
  contained in a registration statement filed under the Exchange Act, including
  any amendment or report filed for the purpose of updating such description.
  
           All reports and other documents subsequently filed by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference herein and to be a part
  of this registration statement from the date of filing of such reports and
  documents.
  
                             DESCRIPTION OF SECURITIES
  
           Not applicable.
  
                       INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
                     INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Under Article 109 of the Colorado Business Corporation Act, the
  Registrant has broad powers to indemnify its directors and officers against
  liabilities they may incur in such capacities, including liabilities under the
  Act.
  
           The Registrant's Articles of Incorporation provide for the elimination
  of liability for monetary damages for breach of the directors' fiduciary duty
  of care to the Registrant and its shareholders.  This provision does not
  eliminate the directors' duty of care and, in appropriate circumstances,
  equitable remedies such as injunctive or other forms of non-monetary relief
  will remain available under Colorado law.  In addition, each director will
  continue to be subject to liability for breach of the director's duty of
  loyalty, for acts or omissions not in good faith or involving intentional
  misconduct, for knowing violations of law, for any transaction from which the
  director derived an improper personal benefit, and for shareholder
  distributions that are unlawful under Colorado law.  The provision does not
  affect a director's responsibilities under any other laws, such as the federal
  securities laws or state or federal environmental laws.
  
           The Registrant has entered into indemnification agreements with each
  of its directors and officers under which the Registrant has indemnified each
  of them against expenses and losses incurred for claims brought against them by
  reason of their being a director or officer of the Registrant, and the
  Registrant maintains directors' and officers' liability insurance.
  
                        EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
                                        1.
  4
  
                                      EXHIBITS
  
  EXHIBIT
  NUMBER
  
   4.1           Articles of Incorporation of the Company, as amended           
                 (incorporated by reference from the Company's Registration
                 Statement on Form S-1 (Registration No. 33-36059)).
  
   4.2           Bylaws of the Company, as amended (incorporated by reference  
                 from the Company's Registration Statement on Form S-1
                 (Registration No. 33-36059)).
  
   4.3           Form of certificate representing shares of Common Stock of the
                 Company (incorporated by reference from the Company's Annual 
                 Report on Form 10-K for the fiscal year ended October 31, 1990).
  
   5.1           Opinion of Cooley Godward LLP.
  
   23.1          Consent of Arthur Andersen LLP.
  
   23.2          Consent of Cooley Godward LLP (included in Exhibit 5.1).
  
   24            Power of Attorney (included on page II-1).
  
   99.1          1992 Incentive Stock Option Plan of the Company (incorporated
                 by reference from the Company's Registration Statement on Form
                 S-8 (Registration No. 33-84220)).
  
                                        2.
  5
                                    UNDERTAKINGS
           1.      The undersigned registrant hereby undertakes:
  
                   (a)      To file, during any period in which offers or sales
  are being made, a post-effective amendment to this registration statement:
  
                            (i)     To include any prospectus required by Section
  10(a)(3) of the Act;
  
                            (ii)    To reflect in the prospectus any facts or
  events arising after the effective date of the registration statement (or the
  most recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in the
  registration statement.  Notwithstanding the foregoing, any increase or
  decrease in volume of securities offered (if the total dollar value of
  securities offered would not exceed that which was registered) and any
  deviation from the low or high end of the estimated maximum offering range may
  be reflected in the form of prospectus filed with the Securities and Exchange
  Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
  and price represent no more than a 20% change in the maximum aggregate offering
  price set forth in the "Calculation of Registration Fee" table in the effective
  registration statement.
  
                             (iii)  To include any material information with
  respect to the plan of distribution not previously disclosed in the
  registration statement or any material change to such information in the
  registration statement;
  
  provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Securities and Exchange Commission pursuant to Section 13 or 15(d) of the
  Exchange Act that are incorporated by reference in the registration statement.
  
                   (b)      That, for the purpose of determining any liability
  under the Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                   (c)      To remove from registration by means of a
  post-effective amendment any of the securities being registered which remain
  unsold at the termination of the offering.
  
           2.      The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Act, each filing of the
  registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in the registration statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           3.      Insofar as indemnification for liabilities arising under the
  Act may be permitted to directors, officers and controlling persons of the
  registrant, the registrant has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Act and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Act and will be governed by the final adjudication of such
  issue.
  
                                       3.
  6
                                     SIGNATURES
  
           Pursuant to the requirements of the Act, the Registrant certifies that
  it has reasonable grounds to believe that it meets all of the requirements for
  filing on Form S-8 and has duly caused this Registration Statement to be signed
  on its behalf by the undersigned, thereunto duly authorized, in the City of
  Lafayette, State of Colorado, on the 16th day of May, 1997.
  
                                    DYNAMIC MATERIALS CORPORATION
                                                                         
  
                                    By:  /s/ Paul Lange                     
                                       -------------------------------------
                                       Paul Lange
                                       President and Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Paul Lange and Richard A. Santa, and
  each of them, as his true and lawful attorneys-in-fact and agents, with full
  power of substitution and resubstitution, for him and in his name, place and
  stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement, and to file the
  same, with all exhibits thereto, and all documents in connection therewith,
  with the Securities and Exchange Commission, granting unto said
  attorneys-in-fact and agents full power and authority to do and perform each
  and every act and thing requisite and necessary to be done in connection
  therewith, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorneys-in-fact and
  agents, or any of them, or their or his substitutes or substitute, may lawfully
  do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Act, this Registration Statement
  has been signed by the following persons in the capacities and on the dates
  indicated.
  SIGNATURE                                    TITLE                               DATE
  /s/ PAUL LANGE              President, Chief Executive Officer and                   May 16, 1997
  ---------------------------       Director (Principal Executive Officer)                               
         Paul Lange                                                       
     /s/ RICHARD A. SANTA           Vice President of Finance, Chief Financial               May 16, 1997
  ---------------------------       Officer and Secretary (Principal Financial                           
      Richard A. Santa              and Accounting Officer)                   
                                                                              
       /s/ DEAN K. ALLEN            Director                                                 May 16, 1997
  ---------------------------                                                                            
        Dean K. Allen
     /s/ DAVID E. BARTLETT          Director                                                 May 16, 1997
  ---------------------------                                                                            
      David E. Bartlett
     /s/ EDWARD A. KEIBLE           Director                                                 May 16, 1997
  ---------------------------                                                                            
      Edward A. Keible
  /s/ GEORGE W. MORGENTHALER        Director                                                 May 16, 1997
  ---------------------------                                                                            
   George W. Morgenthaler
  II-1
  7
                                   EXHIBIT INDEX
  EXHIBIT                                            DESCRIPTION
                   NUMBER
  4.1           Articles of Incorporation of  the Company, as amended (incorporated by reference  from
                                 the Company's Registration Statement on Form S-1 (Registration No. 33-36059)).
                   4.2           Bylaws of  the  Company,  as amended  (incorporated by  reference  from the  Company's
                                 Registration Statement on Form S-1 (Registration No. 33-36059)).
                   4.3           Form of certificate representing shares of Common  Stock of the Company  (incorporated
                                 by reference from the Company's  Annual Report on Form 10-K for the fiscal  year ended
                                 October 31, 1990).
                   5.1           Opinion of Cooley Godward LLP.
                   23.1          Consent of Arthur Andersen LLP.
                   23.2          Consent of Cooley Godward LLP (included in Exhibit 5.1).
                   24            Power of Attorney (included on page II-1).
                   99.1          1992 Incentive Stock  Option Plan of the Company  (incorporated by reference  from the
                                 Company's Registration Statement on Form S-8 (Registration No. 33-84220)).