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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) MAY 28, 2002
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PLANETCAD INC.
(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)
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ITEM 5. OTHER EVENTS.
PRIVATE PLACEMENT OF PREFERRED STOCK
On May 24, 2002, PlanetCAD Inc (the "Company")issued 1,202,463 shares
of convertible preferred stock to existing stockholders of the Company,
including 304,972 shares to a venture fund with which its chairman of the
board, Eugene Fischer, is affiliated. Assuming conversion of the preferred
stock at its current conversion rate, the preferred stock issued on May 24,
2002 would represent approximately 16% of the Company's outstanding stock.
The preferred stock was designated the Series B Convertible Preferred Stock
pursuant to a certificate of designations filed with the Delaware Secretary
of State on May 23, 2002. The agreement related to the issuance of the
preferred stock, the certificate of designations for the preferred stock and
the press release announcing the transaction are attached as exhibits hereto
and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following Exhibits are filed as part of this Current Report on
Form 8-K:
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Exhibit
Number Description
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4.1 Certificate of Designations, Preferences and Rights of
Series B Convertible Preferred Stock dated May 23, 2002.
10.1 Stock Purchase and Exchange Agreement dated May 24, 2002,
by and among PlanetCAD Inc. and the entities listed on the
signature page thereto.
99.1 Press release of PlanetCAD issued on May 28, 2002
concerning the issuance of the preferred stock.
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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: May 28, 2002 By: /s/ Joy Godesiabois
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Name: Joy Godesiabois
Title: Chief Financial Officer
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Exhibit Index
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Number Description
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4.1 Certificate of Designations, Preferences and Rights of Series B
Convertible Preferred Stock dated May 23, 2002.
10.1 Stock Purchase and Exchange Agreement dated May 24, 2002, by and
among PlanetCAD Inc. and the entities listed on the signature
page thereto.
99.1 Press release of PlanetCAD issued on May 28, 2002 concerning the
issuance of the preferred stock.
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