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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) AUGUST 15, 2002
PLANETCAD INC.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 0-288-42 84-1035353
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2520 55TH STREET, SUITE 200, BOULDER, COLORADO 80301
(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code (303) 209-9100
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
LOAN BY PLANETCAD INC TO AVATECH SOLUTIONS, INC.
On August 15, 2002, PlanetCAD Inc. (the "Company") loaned Avatech Solutions,
Inc, ("Avatech") $500,000. The proceeds of such loan, together with a $500,000
loan from James Hindman, a director of Avatech, were used by Avatech to repay a
$3.0 million debt owed to a junior lender. In connection with the payoff,
Avatech and the junior lender entered into a settlement agreement wherein, among
other requirements, the junior lender accepted the $1.0 million payment in full
satisfaction of the $3.0 million debt. The Company loan is evidenced by a Senior
Subordinated Promissory Note (filed herewith as Exhibit 10.1). The loan bears
interest at a rate of 15% on the outstanding principal balance and is due on the
earlier of (i) the date on which Avatech becomes unable or refuses to complete
the merger and (ii) December 1, 2002. If the merger is completed, the Company's
loan will be consolidated with Avatech, as Avatech will become a subsidiary of
the Company. In connection with such loan, the Company and Mr. Hindman entered
into a Subordination Agreement with Avatech's senior lender (filed herewith as
Exhibit 10.2). The $2.0 million reduction in debt obtained by Avatech described
above was a condition to the closing of the merger of Avatech with Raven
Acquisition Corporation, a wholly owned subsidiary of the Company, which
condition has thus been satisfied.
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
- --------------------- ------------------------------------------------------------
10.1 Senior Subordinated Promissory Note dated August 15, 2002.
10.2 Subordination Agreement dated as of August 14, 2002 by and
among PlanetCAD Inc., Avatech Solutions, Inc., Technical
Learningware Company, Inc. and The CIT Group/Business
Credit, Inc.
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ITEM 9. REGULATION FD DISCLOSURE.
On August 21, 2002, in connection with the filings with the Securities and
Exchange Commission of the Form 10-KSB/A3 of PlanetCAD Inc. (the "Company") for
the fiscal year ended December 31, 2001 and the Form 10-QSB/A of the Company for
the quarter ended March 31, 2002 (together, the "Reports"), David Hushbeck,
Chief Executive Officer, and Joy Godesiabois, Chief Financial Officer of the
Company, each certified, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to such officer's knowledge:
(a) the Reports fully comply with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(b) the information contained in the Reports fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
LIMITATION OF INCORPORATION BY REFERENCE
In accordance with general instruction B.2 of Form 8-K, the information in
Item 9 of this report is being "furnished" to the Securities and Exchange
Commission and shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934, or otherwise subject to the liability of
that section.
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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.
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PLANETCAD INC.
Date: August 21, 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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EXHIBIT
NUMBER DESCRIPTION
- --------------------- ------------------------------------------------------------
10.1 Senior Subordinated Promissory Note dated August 15, 2002.
10.2 Subordination Agreement dated as of August 14, 2002 by and
among PlanetCAD Inc., Avatech Solutions, Inc., Technical
Learningware Company, Inc. and The CIT Group/Business
Credit, Inc.
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