| UNITED STATES |
|
| SECURITIES AND EXCHANGE COMMISSION |
|
| Washington, D.C. 20549 |
|
|
|
|
| SCHEDULE 13D |
|
Under the Securities Exchange Act of 1934
voxeljet AG
(Name of Issuer)
American Depositary Shares, each representing one-fifth of an ordinary share with a nominal value of €1.00 per share
(Title of Class of Securities)
92912L 107
(CUSIP Number)
Franz Industriebeteiligungen AG
Am Silbermannpark 1b
86161 Augsburg, Germany
(49) 821 450420 0
Copy to:
David S. Rosenthal, Esq.
Berthold A. Hummel, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
(212) 698-3500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 23, 2013
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* 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).
CUSIP Number 92912L 107 | |||||
| |||||
| 1. | Name of Reporting Person | |||
| |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
| (a) | o | ||
|
| (b) | o | ||
| |||||
| 3. | SEC Use Only | |||
| |||||
| 4. | Source of Funds (See Instructions) | |||
| |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
| 6. | Citizenship or Place of Organization | |||
| |||||
Number of | 7. | Sole Voting Power | |||
| |||||
8. | Shared Voting Power | ||||
| |||||
9. | Sole Dispositive Power | ||||
| |||||
10. | Shared Dispositive Power | ||||
| |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
| 13. | Percent of Class Represented by Amount in Row (11) | |||
| |||||
| 14. | Type of Reporting Person (See Instructions) | |||
* Rudolf Franz and Bärbel Franz are the Managing Directors of Franz Industriebeteiligungen AG and have shared power to vote, hold and dispose of shares held by it.
** Percentage of class calculation is based on 3,120,000 ordinary shares outstanding as of October 23, 2013, which, if deposited, would represent 15,600,000 ADSs. This number reflects ordinary shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on October 18, 2013, relating to the Issuer’s registration statement on Form F-1, as amended (Registration No. 333-191213).
Item 1. Security and Issuer
This statement on Schedule 13D (“Schedule 13D”) relates to the American Depositary Shares (“ADSs”) of voxeljet AG, a stock corporation incorporated in the Federal Republic of Germany (the “Issuer”). The address of the principal executive office of the Issuer is Paul-Lenz Straße 1b, 86316 Friedberg, Germany.
Item 2. Identity and Background
The name of the reporting person is Franz Industriebeteiligungen AG (“Franz AG”). Franz AG is incorporated in the Federal Republic of Germany and its principal business is the venture capital investment business. The address of the principal office of Franz AG is Am Silbermannpark 1b, 86161 Augsburg, Germany. During the past five years, Franz AG (i) has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) was not a 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.
Rudolf Franz and Bärbel Franz are the Managing Directors of Franz AG and share the power to control Franz AG. The business address of Rudolf Franz is Am Silbermannpark 1b, 86161 Augsburg, Germany. Rudolf Franz is a Managing Director of Franz AG and is also the Chief Financial Officer and a member of the management board of the Issuer, which has a business address of Paul-Lenz Straße 1b, 86316 Friedberg, Germany. The principal business of the Issuer is the manufacture and sale of 3D printers and the provision of services using 3D printers. During the past five years, Rudolf Franz (i) has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors and (ii) was not a 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. Rudolf Franz is a citizen of the Federal Republic of Germany.
The business address of Bärbel Franz is Am Silbermannpark 1b, 86161 Augsburg, Germany. Bärbel Franz is a Managing Director of Franz AG. During the past five years, Bärbel Franz (i) has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors and (ii) was not a 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. Bärbel Franz is a citizen of the Federal Republic of Germany.
Item 3. Source and Amount of Funds or Other Consideration
The Issuer was incorporated on July 2, 2013, at which time Franz AG acquired 8,450 ordinary shares of the Issuer for a purchase price of €8,450 using working capital. Voxeljet Technology GmbH, another company in which Franz AG had an ownership interest, then merged into the Issuer on July 29, 2013, effective as of September 12, 2013. As a result of this merger, Franz AG acquired an additional 329,550 ordinary shares of the Issuer in exchange for the shares it owned in Voxeljet Technology GmbH. On October 23, 2013, Franz AG sold 63,375 of its ordinary shares, representing 316,875 ADSs, in connection with the initial public offering of the Issuer’s ADSs (the “IPO”).
Item 4. Purpose of Transaction
The purpose of this filing is to state that, because one of its Managing Directors, Rudolf Franz, is involved in the management of the Issuer through his role as the Chief Financial Officer and a member of the management board of the Issuer, Franz AG cannot be deemed a passive investor.
Other than as described in this Item 4, Franz AG does not currently have any specific plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided that Franz AG may, at any time, review or reconsider its position with respect to the Issuer and reserve the right to develop such plans or proposals.
Item 5. Interest in Securities of the Issuer
(a) and (b) Franz AG beneficially owns 274,625 ordinary shares of the Issuer, which, if deposited with the depositary of the Issuer’s ADSs, would represent 1,373,125 ADSs. The ordinary shares owned by Franz AG equal approximately 8.8% of the Issuer’s ADSs. Rudolf Franz and Bärbel Franz are the Managing Directors of Franz AG and have shared power to vote, hold and dispose of shares held by it.
The percentage of ADSs reported beneficially owned by Franz AG is based on the Issuer having 3,120,000 ordinary shares outstanding as of October 23, 2013, which, if deposited with the depositary of the Issuer’s ADSs, would represent 15,600,000 ADSs. The number of ordinary shares of the Issuer that are outstanding reflects ordinary shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on October 18, 2013, relating to the Issuer’s registration statement on Form F-1, as amended (Registration No. 333-191213).
Neither Rudolf Franz nor Bärbel Franz personally owns any interest in the Issuer’s securities.
(c) The following table details the transactions effected by Franz AG in the past 60 days:
Date of |
| Sale or |
| Number of Shares or |
| Price Per |
| How Transaction was Effected |
| |
September 12, 2013 |
| Purchase |
| 329,550 Shares |
|
| €1.00 per Share |
| By way of merger of Voxeljet Technology GmbH into Issuer. Franz AG received ordinary shares of Issuer in exchange for shares it held in Voxeljet Technology GmbH |
|
October 23, 2013 |
| Sale |
| 316,875 ADSs |
|
| $13.00 per ADS |
| Pursuant to the Underwriting Agreement relating to the Issuer’s IPO |
|
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Franz AG was a party to that certain Shareholders’ Agreement, dated July 2, 2013, among the Issuer and the shareholders of the Issuer (the “Shareholders’ Agreement”), which contained certain agreements among the shareholders with respect to the ordinary shares of the Issuer. Pursuant to its terms, the Shareholders’ Agreement terminated automatically upon the closing and settlement of the IPO. Franz AG is not presently a party to any contracts, and does not currently have any arrangements, understandings or relationships, with respect to securities of the Issuer.
Item 7. Material to be Filed as Exhibits
Not applicable.
