SEC Form SC 13D filed by Steel Connect Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )¹

DMC Global Inc.

(Name of Issuer)

Common Stock, par value $0.05

(Title of Class of Securities)

23291C103

(CUSIP Number)

Warren G. Lichtenstein

Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

(212) 520-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 6, 2024

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1 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).

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

This statement relates to the Common Stock, par value $0.05 per share (the “Shares”), of DMC Global Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 11800 Ridge Parkway, Suite 300, Broomfield, Colorado 80021.

(a)This statement is filed by Steel Partners Holdings L.P., a Delaware limited partnership (“Steel Holdings”), Steel Partners Holdings GP Inc., a Delaware corporation (“Steel Holdings GP”), SPH Group LLC, a Delaware limited liability company (“SPHG”), SPH Group Holdings LLC, a Delaware limited liability company (“SPHG Holdings”), WebFinancial Holding Corporation, a Delaware corporation (“WebFinancial”), Steel Excel Inc., a Delaware corporation (“Steel Excel”), Steel Connect, Inc., a Delaware corporation (“Steel Connect”), and Steel Connect Sub LLC, a Delaware limited liability company (“Steel Connect Sub”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Steel Holdings owns a majority of the membership interests of SPHG. SPHG is the sole member of SPHG Holdings. Steel Holdings GP is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. WebFinancial is a wholly owned subsidiary of Steel Holdings. Steel Excel is a wholly owned subsidiary of SPHG Holdings. WebFinancial and Steel Excel, including through its majority owned subsidiaries, have a controlling interest in Steel Connect, with no such other subsidiary on its own holding in excess of 50% of the capital stock of Steel Connect. Steel Connect Sub is a wholly owned subsidiary of Steel Connect. Accordingly, for purposes of this statement, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, WebFinancial, Steel Excel and Steel Connect may be deemed to beneficially own the Shares owned directly by Steel Connect Sub.

Each Reporting Person disclaims beneficial ownership of the Shares owned directly by another Reporting Person.

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of (i) the executive officers and directors of Steel Holdings GP, (ii) the executive officers and directors of WebFinancial, (iii) the executive officers and directors of Steel Excel, (iv) the executive officers and directors of Steel Connect, and (v) the executive officers of Steel Connect Sub. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b)The principal business address of the Reporting Persons is 590 Madison Avenue, 32nd Floor, New York, NY 10022.

(c)Steel Holdings is a global diversified holding company that engages or has interests in a variety of operating businesses through its subsidiary companies. The principal business of SPHG Holdings is holding securities for the account of Steel Holdings. The principal business of SPHG is serving as the sole member of SPHG Holdings and other affiliates. The principal business of Steel Holdings GP is serving as the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. The principal business of WebFinancial is serving as a holding company. The principal business of Steel Excel is serving as a global diversified company that engages or has interests in a variety of operating businesses. The principal business of Steel Connect is serving as a holding company whose wholly owned subsidiary, ModusLink Corporation, serves the supply chain management market. The principal business of Steel Connect Sub is holding securities for the account of Steel Connect.

(d)No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)Each of the individuals who are Reporting Persons or listed on Schedule A is a citizen of the United States of America. Each of the entities that are Reporting Persons are organized under the laws of the State of Delaware.

The aggregate purchase price of the 1,973,039 Shares owned directly by Steel Connect Sub is approximately $26,690,594, including brokerage commissions. Such Shares were acquired with Steel Connect Sub’s cash on hand.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On May 31, 2024, Steel Connect delivered to the board of directors of the Issuer (the “Board”) a non-binding proposal (the “Proposal”) to acquire all the outstanding Shares that the Reporting Persons do not already own at a price equal to $16.50 per share in cash (the “Proposed Transaction”). In the Proposal, Steel Connect, among other things:

The Proposal is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in communications with management and the Board, engaging in discussions with stockholders of the Issuer or third parties, including potential financing sources and others about the Issuer and the Reporting Persons’ investment, exchanging information with the Issuer or any such persons pursuant to appropriate confidentiality or similar agreements, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure (including a sale or other strategic transaction involving the Issuer in which the Reporting Persons may seek to engage), Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

(a)The aggregate percentage of Shares reported owned by each person named herein is based upon 20,039,075 Shares outstanding, which is the total number of Shares outstanding as of June 4, 2024 as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on June 6, 2024.

As of the close of business on the date hereof, Steel Connect Sub owned directly 1,973,039 Shares, constituting approximately 9.8% of the Shares outstanding. By virtue of their relationships with Steel Connect Sub, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, WebFinancial, Steel Excel and Steel Connect may be deemed to beneficially own the Shares owned directly by Steel Connect Sub.

(b)Each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, WebFinancial, Steel Excel and Steel Connect may be deemed to have shared power to vote and dispose of the Shares reported in this statement owned directly by Steel Connect Sub.

(c)The transactions in the Shares by Steel Connect Sub during the past sixty days are set forth in Schedule B and are incorporated herein by reference. All of such transactions were effected in the open market.

(d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)Not applicable.

On the date hereof, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer. A copy of this agreement is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

SCHEDULE A

Executive Officers and Directors of Steel Partners Holdings GP Inc.

Executive Officers and Directors of WebFinancial Holding Corporation

Executive Officers and Directors of Steel Excel Inc.

Executive Officers and Directors of Steel Connect, Inc.

Executive Officers of Steel Connect Sub LLC

SCHEDULE B

Transactions in the Shares During the Past 60 Days

STEEL CONNECT SUB LLC