EXHIBIT 99.2
[PlanetCAD Letterhead]
March __, 2002
To Our Stockholders:
On March 8, 2002, the PlanetCAD Board of Directors adopted a
Stockholder Rights Plan. As part of that Plan, the Board declared a dividend
distribution of one Series A Junior Participating Preferred Stock Purchase Right
on each outstanding share of our common stock. A summary description of the
rights and their terms and conditions is enclosed with this letter.
The Rights Plan is designed to protect the long-term value of our
stockholders' investments and help assure that all stockholders receive equal
treatment and the full value of their shares in any attempt to acquire
PlanetCAD. The Rights Plan will guard the stockholders against partial or
inadequate tender offers, open market accumulations and other abusive or
coercive takeover tactics.
If a person or group becomes the owner of 15% or more of the
outstanding shares of common stock (except pursuant to an offer for all
outstanding shares of common stock which the board determines to be fair to and
otherwise in the best interests of PlanetCAD and its stockholders), each holder
of a right will have the right to purchase common stock (or, in certain
circumstances, cash, property or other securities) having a value equal to two
times the purchase price.
For example, at a purchase price of $5.00 per right, each right 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 right would be
entitled to purchase four shares of common stock for $5.00.
PlanetCAD generally will be entitled to redeem the rights at $0.0001
per right before they become exercisable.
The rights will expire 10 years after the date of issuance. However,
the board may amend the Rights Plan to provide that the rights will expire at an
earlier date.
The Rights Plan has no present dilutive effect, nor will it affect
reported earnings per share or change the way PlanetCAD's shares of common stock
are traded. Finally, neither the adoption of the Plan nor the dividend
distribution of the rights is taxable to PlanetCAD or its stockholders.
Sincerely,
Eugene Fischer
Chairman of the Board
Enclosure:
Summary of Rights to Purchase Junior Participating Preferred Stock
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SUMMARY OF RIGHTS TO PURCHASE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
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").
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.
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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.
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).
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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").
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
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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.
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A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to PlanetCAD's Registration Statement on Form
8-A. 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 such Registration Statement. 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.
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