0000910638 2020-11-02 2020-11-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 4, 2020 (November 2, 2020)
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3D SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | 001-34220 | 95-4431352 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
333 Three D Systems Circle
Rock Hill, South Carolina 29730
(Address of Principal Executive Offices) (Zip Code)
(803) 326-3900
(Registrant's telephone number, including area code)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 November 2, 2020, 3D Systems, Inc. (the "Seller"), a wholly owned subsidiary of 3D Systems Corporation (the "Company"), and the Company, as the guarantor of Seller's obligations, entered into a Share Purchase Agreement (the "Purchase Agreement") with ST Acquisition Co., an affiliate of Battery Ventures (the "Purchaser"), pursuant to which the Purchaser agreed to purchase from the Seller, and the Seller agreed to sell to the Purchaser (the "Transaction"), 100% of the issued and outstanding equity interests of Cimatron Ltd., the subsidiary that operates the Company's Cimatron integrated CAD/CAM software for tooling business and its GibbsCAM CNC programming software business (collectively, the "Acquired Business"), for an aggregate transaction value of approximately $65,000,000, subject to certain closing adjustments. As part of the Transaction, the Company will retain its 3DXpert additive manufacturing software business (the "Retained Business").
The Purchase Agreement contains customary representations, warranties, covenants, agreements and indemnification obligations of the Seller, the Company and the Purchaser.
Completion of the Transaction (the "Closing") is expected to occur during the fourth quarter of 2020. The Closing is contingent upon the satisfaction of customary closing conditions set forth in the Purchase Agreement, including the receipt of certain regulatory approvals, the accuracy of each party's representations and warranties (subject to certain exceptions) and the performance in all material respects by each of the parties of its covenants and agreements. The Closing is not subject to a financing condition. The Purchase Agreement also includes customary termination provisions, including if the closing of the Transaction has not occurred on or before January 15, 2021, which can be extended under certain, specific circumstances to February 28, 2021.
At Closing, the Seller and the Purchaser (or one of its affiliates) will enter into a transition services agreement pursuant to which (i) the Seller and certain of its affiliates, will provide certain information technology, finance and accounting, human resources and payroll, facilities, product development, marketing and other customary services to support the Purchaser in the ongoing operation of the Acquired Business, and (ii) the Purchaser (or one of its affiliates) will provide certain information technology, human resources and other customary services to support the Seller and the Company in the ongoing operation of the Retained Business.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated in this Item 1.01 by reference.
The above description of the Purchase Agreement has been included to provide information regarding the terms of the Purchase Agreement. It is not intended to provide any other information about the Company, the Seller, the Purchaser or their respective subsidiaries or affiliates. The Purchase Agreement contains representations and warranties of the parties thereto that were made solely for the benefit of the other party. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Purchase Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement. In addition, such representations and warranties may apply a contractual standard of materiality that is different from that generally applicable to stockholders. The representations and warranties were made for the purposes of allocating contractual risk between the parties to the Purchase Agreement and should not be relied upon as a disclosure of factual information relating to the parties thereto or the Company.
Item 7.01. Regulation FD Disclosure.
On November 3, 2020, the Company issued a press release announcing the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing or document.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
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 |
| | | |
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| Date: November 4, 2020 | By: | /s/ Andrew M. Johnson |
| | | Andrew M. Johnson |
| | | Executive Vice President, Chief Legal Officer and Secretary |
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