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): October 9, 2020
3D SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-34220 | 95-4431352 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
333 Three D Systems Circle
Rock Hill, South Carolina | 29730 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (803) 326-3900
N/A
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.001 per share | DDD | New York Stock Exchange |
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On October 9, 2020, 3D Systems Corporation (the “Company”) and its subsidiaries 3D Systems, Inc. and 3D Holdings, LLC (together with the Company, the “Loan Parties”), HSBC Bank USA, N.A., as administrative agent, swing loan lender and an issuing lender (“HSBC”), and the other lenders party thereto (together with HSBC, the “Lenders”) entered into Amendment No. 2 (the “Amendment”) to the Credit Agreement, dated as of February 27, 2019 (as previously amended, the “Credit Agreement”), by and among the Loan Parties and the Lenders. Pursuant to the Amendment, (a) the Company and its subsidiaries are permitted to sell, transfer or lease assets in one or more transactions up to an aggregate fair market value not to exceed $200,000,000 during the term of the Credit Agreement, (b) the Company can reinvest certain disposition and insurance proceeds once the term loans under the Credit Agreement have been paid in full and (c) the terms concerning the LIBOR replacement, when that benchmark is no longer available, have been modified.
The Company and its affiliates regularly engage the Lenders to provide other banking services. All of these engagements are negotiated at arm’s length.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | | Amendment No. 2, dated October 9, 2020, to the Credit Agreement, dated February 27, 2019 (as amended by Amendment No. 1, dated as of September 30, 2019), by and among 3D Systems Corporation, HSBC Bank USA, National Association, as Administrative Agent, Swing Loan Lender and Issuing Lender, the guarantors party thereto, and the other lenders party thereto. |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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.
| | 3D SYSTEMS CORPORATION | |
| Date: October 14, 2020 | | |
| | By: | /s/ Andrew M. Johnson | |
| | (Signature) | |
| | Name: Andrew M. Johnson | |
| | Title: Executive Vice President, Chief Legal Officer and Secretary |
| | | |
