SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) MARCH 8, 2002
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PLANETCAD INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-288-42 84-1035353
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2520 55TH STREET, SUITE 200, BOULDER, COLORADO 80301
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (303) 209-9100
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
ADOPTION OF STOCKHOLDER RIGHTS PLAN
The Board of Directors of PlanetCAD Inc. has adopted a stockholder
rights plan and caused to be issued, with each share of PlanetCAD common stock
outstanding on March 21, 2002, one preferred share purchase right (a "Right").
Each Right will entitle the registered holder to purchase from PlanetCAD one
one-thousandth of a share of Series A Junior Participating Preferred Stock of
PlanetCAD (the "Junior Preferred") at a price of $5.00 per one one-thousandth of
a share of Junior Preferred (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement, dated
as of March 11, 2002 (the "Rights Agreement") between PlanetCAD and Wells Fargo
Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"). The following is a
summary of the Rights only and is qualified in its entirety by reference to the
full text of the Rights Agreement, a copy of which has been filed with the
Securities and Exchange Commission (the "Commission") and may be obtained as
described in the final paragraph of this summary.
Initially, the Rights will be attached to all certificates representing
shares of common stock outstanding on March 21, 2002, and no separate
certificates evidencing the Rights will be distributed. The Rights will separate
from the common stock and Rights certificates will be distributed upon the
earlier to occur of:
o 10 business days following a public announcement that a person
or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding shares
of common stock (the "Stock Acquisition Date"), or
o 10 business days following the commencement of a tender offer
or exchange offer the consummation of which would result in
the beneficial ownership by a person of 15% or more of the
outstanding shares of common stock,
the earlier of such dates being called the "Distribution Date".
Until the Distribution Date:
o the Rights will be evidenced by the common stock certificates,
and will be transferred with and only with the common stock
certificates, and
o the surrender for transfer of any common stock certificates
will also constitute the transfer of the Rights associated
with the common stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on March 8, 2012, unless earlier redeemed or
exchanged by PlanetCAD as described below. The Rights will not be exercisable by
a holder in any jurisdiction where the requisite qualification to the issuance
to such holder, or the exercise by such holder, of the Rights has not been
obtained or is not obtainable.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the common stock as of the close of business on the
Distribution Date and, thereafter, the separate Rights Certificates alone will
evidence the Rights. Except as otherwise determined by the Board of Directors of
PlanetCAD, only shares of common stock issued prior to the Distribution Date
will be issued with Rights.
If a Person becomes the beneficial owner of 15% or more of the then
outstanding shares of common stock (except pursuant to an offer for all
outstanding shares of common stock which at least two-thirds of the Board of
Directors determine to be fair to and otherwise in the best interests of
PlanetCAD and its stockholders), each holder of a Right will, after the end of a
redemption period referred to below, have the right to exercise the Right by
purchasing, for an amount equal to the Purchase Price, common stock (or, in
certain circumstances, cash, property or other securities of PlanetCAD) having a
value equal to two times such amount. Notwithstanding any of the foregoing,
following the occurrence of the events set forth in this paragraph, all Rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person will be null and void. Rights
are not exercisable, however, following the occurrence of the events set forth
above until such time as the Rights are no longer redeemable by PlanetCAD as set
forth below.
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For example, at a Purchase Price of $5.00 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $10.00
worth of common stock (or other consideration, as noted above) for $5.00.
Assuming that the common stock had a per share value of $2.50 at such time, the
holder of each valid Right would be entitled to purchase four shares of common
stock for $5.00.
If, at any time following the Stock Acquisition Date,
o PlanetCAD is acquired in a merger or other business
combination transaction in which PlanetCAD is not the
surviving corporation (other than a merger which follows an
offer described in the second preceding paragraph), or
o 50% or more of PlanetCAD's assets or earning power is sold or
transferred,
each holder of a Right (except Rights which previously have been voided as set
forth above) shall, after the expiration of the redemption period referred to
below, have the right to receive, upon exercise, common stock of the acquiring
company having a value equal to two times the Purchase Price (E.G., common stock
of the acquiring company having a value of $10.00 for the $5.00 Purchase Price).
At any time after a person or group of affiliated or associated persons
becomes an Acquiring Person, the Board of Directors of PlanetCAD may exchange
the Rights (other than Rights owned by such person or group which have become
void), in whole or in part, at an exchange ratio of one share of common stock
per Right (subject to adjustment).
The Purchase Price payable, and the number of one one-thousandths of a
share of Junior Preferred or other securities or property issuable, upon
exercise of the Rights, are subject to adjustment from time to time to prevent
dilution:
o in the event of a stock dividend on, or a subdivision,
combination or reclassification of the Junior Preferred;
o upon the grant to holders of the Junior Preferred of certain
rights or warrants to subscribe for Junior Preferred or
convertible securities at less than the current market price
of the Junior Preferred; or
o upon the distribution to holders of the Junior Preferred of
evidences of indebtedness, cash (excluding regular quarterly
cash dividends) or assets (other than a dividend payable in
Junior Preferred, but including any dividend payable in stock
other than Junior Preferred) or of subscription rights or
warrants (other than those referred to above).
The Rights Agreement provides that the number of outstanding Rights
shall adjust in the event of a stock dividend on PlanetCAD's common stock
payable in shares of PlanetCAD common stock or subdivisions, consolidations or
combinations of PlanetCAD's common stock occurring, in any such case, prior to
the Distribution Date.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares will be issued (other than fractions
of Junior Preferred which are integral multiples of one one-thousandth of a
share of Junior Preferred, which may, at PlanetCAD's election be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the Junior Preferred on the last trading day prior
to the date of exercise.
Upon any liquidation (voluntary or otherwise), dissolution or winding
up of PlanetCAD, no distribution shall be made to the holders of shares of
PlanetCAD stock ranking junior to the Junior Preferred unless, prior thereto,
the holders of shares of Junior Preferred shall have received $5.00 per one
one-thousandth share, plus any unpaid dividends and distributions payable
thereon, whether or not declared, to the date of such payment (the "Junior
Preferred Liquidation Preference").
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Following the payment of the full amount referred to in the preceding
paragraph, no additional distributions shall be made to the holders of Junior
Preferred unless, prior thereto, PlanetCAD's common stockholders shall have
received an amount per share equal to the quotient obtained by dividing the
Junior Preferred Liquidation Preference by 1,000.
Each whole share of Junior Preferred shall entitle the holder thereof
to 1,000 votes on all matters submitted to a vote of the common stockholders of
the Corporation. In the event of any merger, consolidation or other transaction
in which outstanding shares of PlanetCAD common stock are converted or
exchanged, each share of Junior Preferred will be entitled to receive 1,000
times the amount received per share of PlanetCAD common stock. These rights, and
the rights described in the preceding two paragraphs, are protected by customary
anti-dilution provisions.
In general, the Board of Directors of PlanetCAD may cause PlanetCAD to
redeem the Rights in whole, but not in part, at any time during the period
commencing on March 8, 2002, and ending on the 10th business day following the
Stock Acquisition Date, as such period may be extended or shortened by the Board
of Directors of PlanetCAD (the "Redemption Period"), at a price of $.0001 per
Right (payable in cash, common stock or other consideration deemed appropriate
by the Board of Directors of PlanetCAD). After the redemption period has
expired, PlanetCAD's right of redemption may be reinstated if an Acquiring
Person reduces his beneficial ownership to 10% or less of the outstanding shares
of common stock in a transaction or series of transactions not involving
PlanetCAD and there are no other Acquiring Persons. Immediately upon the action
of the Board of Directors of PlanetCAD ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights will be to
receive the $.0001 redemption price per Right.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of PlanetCAD, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be subject to federal taxation to stockholders or to PlanetCAD, stockholders
may, depending upon the circumstances, recognize taxable income in the event
that the Rights become exercisable for common stock (or other consideration) of
PlanetCAD or for common stock of the acquiring company as set forth above.
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of PlanetCAD prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors of PlanetCAD in order to cure any ambiguity, defect or
inconsistency or to make changes that do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; PROVIDED
HOWEVER, no amendment may be made to adjust the time period governing redemption
or modify the ability (or inability) of the Board of Directors to redeem the
Rights at such time as the Rights are not redeemable.
A copy of the Rights Agreement has been filed on March 11, 2002 with
the Commission as Exhibit 4.1 to PlanetCAD's Registration Statement on Form 8-A,
and a copy of the Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock setting forth the terms of the Junior
Preferred has been filed on such date with the Commission as Exhibit 4.2 to such
Registration Statement. A copy of the form of Rights Certificate is attached as
Exhibit C to the Rights Agreement. A copy of the Rights Agreement is available
free of charge from PlanetCAD. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, as the same may be amended from time to time, which is hereby
incorporated herein by reference. The Rights are being registered under the
Securities Exchange Act of 1934, as amended, pursuant to the Registration
Statement described above. In the event that the Rights become exercisable,
PlanetCAD will register the shares of Junior Preferred for which the Rights may
be exercised, in accordance with applicable law.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
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(c) Exhibits.
Exhibit
Number Description
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4.1* Rights Agreement, dated as of March 11, 2002 between
PlanetCAD Inc. and Wells Fargo Bank Minnesota, N.A.,
as Rights Agent. The Rights Agreement includes as
Exhibit C the form of Rights Certificate.
4.2* Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock as
filed with the Delaware Secretary of State on March
11, 2002.
99.1 Press release of PlanetCAD dated March 11, 2002.
99.2 Form of letter to holders of record on March 21, 2002
of PlanetCAD Inc. common stock.
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* Incorporated by reference to PlanetCAD's Registration Statement on Form
8-A filed with the Commission on March 11, 2002.
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.
PLANETCAD INC.
Date: March 11, 2002 By: /s/ Joy Godesiabois
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Name: Joy Godesiabois
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description Page
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4.1* Rights Agreement, dated as of March 11, 2002 between PlanetCAD Inc. and
Wells Fargo Bank Minnesota, N.A., as Rights Agent. The Rights Agreement
includes as Exhibit C the form of Rights Certificate.
4.2* Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock as filed with the Delaware Secretary of
State on March 11, 2002.
99.1 Press release of PlanetCAD dated March 11, 2002.
99.2 Form of letter to holders of record on March 21, 2002 of PlanetCAD Inc.
common stock.
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* Incorporated by reference to PlanetCAD's Registration Statement on Form
8-A filed with the Commission on March 11, 2002.
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