UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
PlanetCAD Inc.
- --------------------------------------------------------------------------------
(Name of Subject Company (issuer))
PCD Investments, LLC (Offeror)
- --------------------------------------------------------------------------------
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
Common Stock, $0.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
72704Y 10 3
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(CUSIP Number of Class of Securities)
Eric A. Weissmann copy to: Matthew R. Perkins, Esq.
PCD Investments, LLC Jacobs Chase Frick Kleinkopf & Kelley
1871 Folsom Street, Suite 106 1050 17th Street, Suite 1500
Boulder, CO 80302 Denver, CO 80265
303-526-7636 303-685-4800
- --------------------------------------------------------------------------------
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Calculation of Filing Fee
Transaction valuation*
N/A
Amount of filing fee
N/A
*Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
------------------------
Form or Registration No.:
----------------------
Filing Party:
----------------------------------
Date Filed:
------------------------------------
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 6)
PlanetCAD Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
72704Y 10 3
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(CUSIP Number)
Eric Weissmann
PCD Investments, LLC
1871 Folsom Street, Suite 106
Boulder, Colorado 80302
303-526-7636
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 27, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
- ----------
(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
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CUSIP No. 72704Y 10 3 13D Page 2 of 9 Pages
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- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PCD INVESTMENTS, LLC I.D. NO. 84-1607522
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
COLORADO, UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER 1,863,809
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,863,809
REPORTING ------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,863,809
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 72704Y 10 3 13D Page 3 of 9 Pages
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- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GARY M. JACOBS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 1,863,809
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING ------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 1,863,809
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,863,809
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 72704Y 10 3 13D Page 4 of 9 Pages
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- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ERIC A. WEISSMANN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 1,863,809
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING ------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 1,863,809
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,863,809
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 72704Y 10 3 13D Page 5 of 9 Pages
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Amendment No. 6 to the
joint statement on Schedule 13D relates is the common stock, par value $0.01 per
share (the "Common Stock") of PlanetCAD Inc. (the "Issuer"), a Delaware
corporation with its principal executive offices at 2520 55th Street, Suite 200,
Boulder, Colorado 80301.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by (i) PCD Investments, LLC
("PCD Investments") as the direct beneficial owner of the
Common Stock, (ii) Gary M. Jacobs ("Jacobs") as a managing
director of, and owner of equity interests in, PCD Investments
and (iii) Eric A. Weissmann ("Weissmann") as a managing
director of, and owner of equity interests in, PCD
Investments. Weissmann and Jacobs collectively own 100% of the
equity interests of PCD Investments. Jacobs, Weissmann and PCD
Investments are collectively referred to as the "Reporting
Persons").
(b) The business address of the Reporting Persons is 1871 Folsom
Street, Suite 106, Boulder, Colorado 80302.
(c) PCD Investments' principal business is participating in
investment activities. Jacobs is a managing director of PCD
Investments, 1871 Folsom Street, Suite 106, Boulder, Colorado
80302. Weissmann is a managing director and the president of
PCD Investments, 1871 Folsom Street, Suite 106, Boulder,
Colorado 80302. In addition to these activities, Weissmann and
Jacobs also conduct other independent business activities.
(d) During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding.
(e) During the last five years, none of the Reporting Persons has
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of which was or is subject to a judgement, decree or final
order enjoining future violations of or prohibiting or
mandating activity subject to Federal or State securities laws
or finding any violation with respect to such laws.
(f) PCD Investments is a Colorado limited liability company.
Jacobs and Weissmann are both citizens of the United States of
America.
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CUSIP No. 72704Y 10 3 13D Page 6 of 9 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of the funds used in acquiring the shares of Common Stock
was working capital of PCD Investments.
ITEM 4. PURPOSE OF TRANSACTION.
The primary purpose of PCD Investments' acquisition of shares of Common
Stock was as a strategic financial investment. In conjunction with this
investment, in January and February of 2002, Jacobs and Weissmann met with
certain members of the board of directors of the Issuer to discuss
publicly-available information regarding the Issuer, including its products,
product development and product strategy. In addition, Jacobs and Weissmann have
recently discussed with certain members of the board of directors of the Issuer
the conceptual basis for a possible business transaction involving the Issuer.
On February 21, 2002, PCD Investments presented a letter to the board
of directors of the Issuer that advised the board of a potential tender offer by
PCD Investments priced at $0.26 per share of Common Stock. This letter (the
"Offer Letter") also presented the board with two alternative business
transactions each of which would be in lieu of the potential tender offer as set
forth in the Offer Letter. A copy of the Offer Letter is attached to this filing
as Exhibit 2.
The first alternative set forth in the Offer Letter is a transaction
whereby the Issuer and a privately-held company to be formed by the principals
of PCD Investments would merge resulting in stockholders of the Issuer receiving
as merger consideration either a payment of $0.30 per share of Common Stock or
(for certain electing stockholders) one share of preferred stock in the
resulting private entity. The second alternative set forth in the Offer Letter
would increase the consideration paid to the stockholders of the Issuer pursuant
to a tender offer if the board of directors of the Issuer consents to the
transaction and agrees to certain other proposals. Please see the Offer Letter
attached as Exhibit 2 for a complete discussion of the terms and conditions of
the potential tender offer and the alternatives to a potential tender offer. As
set forth in the Offer Letter, either through a negotiated transaction or
through a potential tender offer, PCD Investments intends to attempt to gain
control of the Issuer. A press release discussing certain aspects of The Offer
Letter is attached as Exhibit 3.
On February 26, 2002, Gene Fischer, chairman of the board of directors
of the Issuer responded to PCD Investments' Offer Letter (the "Issuer's
Response Letter"). Rather than accepting either of the alternatives set forth
in the Offer Letter, the Issuer's Response Letter stated that the board of
directors did not have an opportunity to meet to consider the Offer Letter but
proposed a meeting with PCD Investments at the next board meeting on March 6,
2002.
On February 27, 2002, PCD Investments responded by letter to Mr.
Fischer. A copy of this letter is attached to this filing as Exhibit 4.
Although unable to meet on March 6, 2002, PCD Investments will meet with the
Issuer earlier if such meeting is to directly negotiate one of PCD Investments'
offers. In addition, on February 27, 2002, PCD Investments demanded, under
Section 220 of the Delaware General Corporation Law, a copy of the Issuer's
stockholders list.
In conjunction with PCD Investments' attempt to gain control of the
Issuer, PCD Investments intends to elect or appoint new members of the board of
directors of the Issuer and potentially to prepare a proxy statement to be
delivered to the shareholders of the Issuer in conjunction with the Issuer's
next annual stockholders meeting. In addition, although no specific proposals
have been finalized, PCD Investments may in the future propose certain changes
to the articles of incorporation and bylaws of the Issuer making such documents
more favorable to the shareholders and potentially allowing transactions
maximizing shareholder value. If the Issuer enters into a proposed negotiated
transaction with PCD Investments as set forth in the Offer Letter or if PCD
Investments completes its potential tender offer, PCD Investments may ultimately
cause the Common Stock of the Issuer to be delisted from the American Stock
Exchange and terminate its registration under the Securities Exchange Act of
1934. PCD Investments may also take positions or make proposals with respect to
other potential changes in the operations, management or capital structure of
the Issuer. Any of such
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CUSIP No. 72704Y 10 3 13D Page 7 of 9 Pages
- --------------------- -----------------
positions or proposals may relate to one or more of the transactions specified
in clauses (a) through (j) of Item 4 of Schedule 13D.
When it becomes available, stockholders should read the tender offer statement
on Schedule TO (including a "going-private" Transaction Statement) filed with
the Securities and Exchange Commission by PCD Investments, LLC as it will
contain important information about the tender offer. When it becomes available,
stockholders can obtain such tender offer statement on Schedule TO for free from
the U.S. Securities and Exchange Commission's website at http://www.sec.gov or
from PCD Investments by directing a request to PCD Investments LLC, 1871 Folsom
Street, Suite 106, Boulder, CO 80302.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) PCD Investments is the direct beneficial owner of 1,863,809 shares
of Common Stock, representing approximately 14.99% of the voting power of the
outstanding Common Stock based upon 12,427,696 shares of Common Stock
outstanding as of November 12, 2001, as set forth in the Issuer's 10-QSB filed
on November 14, 2001. By virtue of the relationships described under Item 2 of
this Statement, Jacobs and Weissmann may be deemed to share indirect beneficial
ownership of the shares of Common Stock directly owned by PCD Investments.
(b) PCD Investments has the power to vote or direct the vote, and the
power to dispose or direct the disposition, of 1,863,809 shares of Common Stock.
By virtue of the relationships described in Item 2, Jacobs and Weissmann may be
deemed to have the indirect power to vote or direct the vote, and the power to
dispose of or direct the disposition, of the shares of Common Stock held by PCD
Investments.
(c) No transactions in the Issuer's securities have occurred by PCD
Investments since its most recently filed amendment to Schedule 13D.
(d) No one other than PCD Investments is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock owned by it.
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CUSIP No. 72704Y 10 3 13D Page 8 of 9 Pages
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(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than as set forth above, none of the Reporting Persons has any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to the securities of the Issuer, including, but not
limited to, transfer or voting of any such securities, finder's fees, joint
ventures, loans or operating arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement of the Reporting Persons to the filing of
this Statement on behalf of each of them.
Exhibit 2 Letter to the Issuer's Board of Directors from PCD
Investments dated February 21, 2002, relating to
potential tender offer and proposed acquisition of
outstanding shares of the Issuer.
Exhibit 3 Press Release of PCD Investments dated February 21,
2002.
Exhibit 4 Letter to the Issuer from PCD Investments dated
February 27, 2002.
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CUSIP No. 72704Y 10 3 13D Page 9 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 27, 2002
PCD INVESTMENTS, LLC
By: /s/ Eric A. Weissmann
-------------------------------------
Eric A. Weissmann, President
/s/ Gary M. Jacobs
----------------------------------------
Gary M. Jacobs
/s/ Eric A. Weissmann
----------------------------------------
Eric A. Weissmann
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
1 Agreement of the Reporting Persons to the filing of this Statement
on behalf of each of them.
2 Letter to the Issuer's Board of Directors from PCD Investments dated
February 21, 2002, relating to potential tender offer and proposed
acquisition of outstanding shares of the Issuer.
3 Press Release of PCD Investments dated February 21, 2002.
4 Letter to the Issuer from PCD Investments dated February 27, 2002.
</Table>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to this Amendment No. 6 to the
joint filing with all other Reporting Persons (as such term is defined in the
Schedule 13D referred to below) on behalf of each of them of a statement on
Schedule 13D (including amendments thereto) with respect to the Common Stock,
par value $.01 per share, of PlanetCAD Inc. This Agreement may be executed in
any number of counterparts all of which taken together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this
27th day of February, 2002.
PCD INVESTMENTS, LLC
By: /s/ Eric A. Weissmann
-------------------------------------
Eric A. Weissmann, President
/s/ Eric A. Weissmann
----------------------------------------
Eric A. Weissmann
/s/ Gary M. Jacobs
----------------------------------------
Gary M. Jacobs
EXHIBIT 2
PCD Investments, LLC
1871 Folsom Street, Suite 106
Boulder, CO 80302
Tel (303) 526-7636
Fax (303) 526-2825
February 21, 2002
Board of Directors
PlanetCAD Inc.
2520 55th Street
Suite 200
Boulder, CO 80301
Gentlemen:
PCD Investments, LLC is the largest stockholder of PlanetCAD Inc. (the
"Company"). Today we filed an amendment to our Schedule 13D with the U.S.
Securities and Exchange Commission disclosing our current ownership of 1,863,809
shares of Company common stock.
On February 11, 2002, we had an informal discussion with two of your directors,
Mr. Fischer and Mr. Gill, to explore the willingness of the Company's Board of
Directors (the "Board") to consider a "going private" transaction sponsored by
the principals of PCD Investments, LLC. We appreciate these directors making
time for this communication.
Based upon our phone call with Mr. Fischer on February 15, 2002, we understand
that the Board does not wish to consider any offer which, if accepted, would
reduce the amount of Company cash available to fund operations. We are
disappointed by the conclusion expressed to us on this matter and further
believe that the Board's decision is not in the Company's best interests because
(a) the Company is not presently assured of adequate capital resources through
the date it begins to generate consistent, positive cash flow, if ever; (b) the
Company is more likely to successfully raise additional capital as a privately
held firm; and (c) the Company stockholders should be given the opportunity to
choose between obtaining immediate liquidity, or continuing to bear the risk
that the Company will be unable to obtain all needed financing.
In light of the Board's decision, this letter is provided to inform you that
unless one of the two options set forth below is agreed to by the Board we
intend to promptly initiate a tender offer for all of the Company's outstanding
stock at $0.26 per share, a 53% premium over yesterday's closing price. We
believe most stockholders will welcome the opportunity to obtain liquidity for
their shares at this attractive premium.
As you are aware, this tender offer imposes significant costs and risks on the
offeror. These costs and risks are reflected in the price offered to Company
stockholders. We are writing to propose two alternatives, either of which would
be in lieu of the tender offer as planned, for the
Board to consider. Should the Board agree to either option, we are prepared, as
set forth below, to increase the value to be paid to Company stockholders.
OPTION I - GOING PRIVATE TRANSACTION
It remains our preference to complete a Board-recommended transaction with the
Company. Therefore, we hereby propose a "going private" transaction where a new
entity (hereinafter "NewCo") formed by the principals of PCD Investments, LLC
acquires in a merger transaction all of the outstanding common stock of the
Company in return for a right to receive consideration selected by each
stockholder consisting of either cash or restricted NewCo securities.
The transaction we are proposing would provide an opportunity for stockholders
desiring liquidity to sell their shares at a significant premium to the current
market price, while permitting certain stockholders to retain an investment in
the successor to the Company in lieu of the cash payment.
Specifically, each Company stockholder would have the right to make an election
to receive for each share of Company Common Stock owned by the investor, either
(a) $0.30 in cash, or (b) one share of NewCo Series A Preferred Stock (see
Exhibit A, attached, for the terms of the Preferred Stock). NewCo intends to be
a private company; this exchange offer will be structured so the issuance of the
new preferred securities is exempt from federal securities law registration
requirements under Regulation A (or another available exemption), and these
NewCo shares will be illiquid, contain transfer restrictions, and will not be
listed on a stock exchange. As a result, option (b) will only be available to
the first 250 stockholders who submit an election to receive it, and may not be
available to residents of certain states. Stockholders who fail to make an
election, or are not qualified for such election, will be deemed to have
selected option (a). If no stockholders desire to receive Preferred Stock, of if
the Board does not wish to make option (b) available, we are also willing to
purchase 100% of the outstanding Common Stock of the Company for $0.30 per share
in cash.
This offer is subject only to stockholder approval, limited due diligence,
execution of a definitive merger agreement between NewCo and the Company
approved by the Company's Board, and satisfaction of any State and Federal legal
or regulatory requirements.
Upon completion of the merger, NewCo's plan would be to continue with the launch
of the new SCS/Envoy product lines while monitoring the product's market
acceptance against detailed milestones. We would also seek to establish
partnerships and strategic relationships between NewCo and other industry
participants to assist NewCo in overcoming the distribution and other obstacles
that have limited the success of the Company and other small, independent
software companies.
The principals of PCD Investments LLC have extensive experience in addressing
the strategic needs of companies like PlanetCAD. Eric Weissmann has over 20
years of experience in the software industry. He founded Decisioneering, Inc., a
profitable, Denver-based developer of risk analysis software. Decisioneering has
been ranked on the Deloitte & Touche Technology Fast
50 list of the fastest-growing technology companies in Colorado for four
consecutive years. Gary Jacobs has a 30-year track record of creating
shareholder value through arranging financings and strategic transactions. Most
recently, he was Executive Vice President of Corporate Express, Inc., a
rapidly-growing $5 billion distributor of office products, software, and other
corporate consumables which was acquired by Buhrmann, N.V. for $2.3 billion in
1999.
We and our advisors believe that the Company's unaffiliated stockholders will
support this proposal when submitted to them for approval. For stockholders
desiring liquidity, it provides more than a 76% premium to the Company's current
market value (based on yesterday's closing price). Stockholders who elect to
receive NewCo Preferred Stock will potentially benefit from
(a) the addition to the board of new, highly experienced major
stockholders (including Eric Weissmann and Gary Jacobs);
(b) the ability of NewCo to operate as a private company without
the costs, public reporting requirements, potential
liabilities, fund raising limitations and other disadvantages
of being a public entity; and
(c) the liquidation preference, board seat election rights and
other privileges obtained by exchanging Common for Preferred
Stock.
We believe this proposal addresses the Company's concerns regarding our previous
offer (dated December 4, 2001) to purchase the Company as expressed by the
Company in Mr. Bracking's letter of December 5, as well as in several of the
Company's public statements. This proposal also offers the Board an opportunity
to increase the price to be paid to Company stockholders from $0.26 under our
planned tender offer to $0.30 under this proposal. This increase represents a
15% improvement in stockholder value.
Our proposal is a superior financial and strategic alternative to the existing
status and we are prepared to meet with the Company's directors, or their
representatives, to immediately conclude the definitive agreements required to
complete this transaction and to prepare the related stockholder approval
materials.
OPTION II - STOCKHOLDER VALUE ENHANCEMENT AGREEMENT
As indicated above, absent an agreement with the Company, we intend to initiate
a tender offer for all of the Company's shares at $0.26 per share. However, we
are also prepared to enter into a "Stockholder Value Enhancement Agreement" with
the Company, which, if agreed, will enable us to increase the price of this
prospective tender offer while still permitting stockholders to determine if
they wish to tender their shares or to retain their investment. The agreement
would provide as follows:
(a) PCD Investments will increase the price for a tender offer for
the Company's stock to $0.28 per share;
(b) the Board consents to the transaction, as contemplated by the
provisions of Section 203 of the Delaware General Corporation
Law, with respect to any shares acquired by PCD Investments in
the tender offer;
(c) the Board agrees that in the event the number of shares
tendered is sufficient to make PCD Investments, together with
its affiliates, the Company's majority stockholder, it will
promptly take whatever action is necessary to reconstitute the
Board so that our nominees comprise a majority; and
(d) the Company agrees not to take any action to oppose the tender
offer.
This course of action would allow the Board to take an action which increases
the value received by stockholders in the event our tender offer is successful
by approximately 8%, while leaving the ultimate decision to accept our tender
offer in the hands of each Company stockholder.
We are prepared to meet with you or your representatives immediately to conclude
either of these alternative proposals. Due to the need to act quickly to
preserve stockholder value we request that the Board promptly review the options
set forth above and respond to the undersigned by no later than next Monday
(February 25, 2002) so that a definite course of action may be finalized.
We look forward to discussing these alternatives with you at your earliest
convenience. Thank you for your consideration.
Sincerely,
PCD INVESTMENTS, LLC
Eric Weissmann
President
- --------------------------------------------------------------------------------
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of PlanetCAD Inc. When it becomes available, stockholders should
read the tender offer statement on Schedule TO (including a "going-private"
Transaction Statement) filed by PCD Investments, LLC as it will contain
important information about the tender offer. When it becomes available,
stockholders can obtain such tender offer statement on Schedule TO for free from
the U.S. Securities and Exchange Commission's website at www.sec.gov or from PCD
Investments by directing a request to PCD Investments LLC, 1871 Folsom Street,
Suite 106, Boulder, CO 80302.
- --------------------------------------------------------------------------------
EXHIBIT A
NEWCO SERIES A PREFERRED STOCK ("PREFERRED STOCK") TERMS
<Table>
Preferred Type: Zero (0%) Coupon Preferred
Liquidation Preference: $0.30 per share
Voting Rights (Election of Directors): Except as noted below, each share of Preferred
Stock will have one vote.
If at least four million shares of Preferred Stock
are outstanding, the holders of Preferred Stock
will vote as a class to elect two (of five)
directors.
If at least 1.5 million shares, but less than four
million shares of Preferred Stock are outstanding,
the holders of Preferred Stock will vote as a
class to elect one (of four) directors.
If fewer than 1.5 million shares of Preferred
Stock are outstanding, the holders of Preferred
Stock will vote together with the holders of
Common Stock in elections of directors. In such
case there will be three directors.
Voting Rights (Other Questions): Each share of Preferred Stock will have one vote.
Holders of Preferred Stock will vote together with
the holders of Common Stock and have no class
voting rights (except as noted above and by
applicable law).
Capitalization of NewCo: Immediately prior to the merger with the Company,
NewCo will have no more than five million shares
of common stock outstanding, and NewCo will own at
least 1.8 million shares of Company Common Stock.
Board of Directors: The board of directors will consist of three
directors elected by all holders of Common Stock,
voting as a class, plus any directorships
allocated to the holders of Preferred Stock. If no
directors are allocated to the holders of
Preferred Stock, the holders of Preferred Stock
will vote with the holders of Common Stock in
electing directors. Initial directors will include
Eric Weissmann and Gary Jacobs.
</Table>
<Table>
Liquidity Events: In the event of a sale of NewCo, a public offering
of NewCo shares, or if another liquidity event
shall occur with respect to NewCo, each share of
Series A Preferred Stock shall be automatically
converted to one share of common stock, subject to
adjustments for stock splits and other
recapitalizations.
</Table>
EXHIBIT 3
[CARL THOMPSON ASSOCIATES, INC. LETTERHEAD]
For Immediate Release: February 21, 2002
CONTACT: Gregory B. Powell, CFA, Senior Vice President, greg@ctaonline.com
Chuck Beck, Media Relations Specialist, chuck@ctaonline.com
Carl Thompson Associates, Inc.
303-665-4200
PCD INVESTMENTS, LLC MAKES NEW OFFER TO ACQUIRE PLANETCAD; UNSOLICITED
TENDER OFFER PLANNED IF REJECTED BY PLANETCAD BOARD OF DIRECTORS
Boulder, Colo. - PCD Investments, LLC today offered to acquire all the
outstanding shares of PlanetCAD Inc. (AMEX: PCD), under a unique structure
whereby most current stockholders could choose between selling their shares for
$0.30 per share in cash or taking restricted securities in a new privately held
company to be managed under PCD Investments' oversight.
"We believe this is a very innovative method of taking a struggling company
private and giving it new life. It gives stockholders a choice between liquidity
at a 76% market premium, or continuing their involvement with the company," said
Eric Weissmann, president of PCD Investments.
"Upon completion of the going private transaction, the new company would
continue with the launch of the SCS/Envoy product lines while carefully
monitoring the return on investment," Weissmann said. "With our industry
contacts, we would also seek to establish partnerships and strategic
relationships between the new company and other industry participants to assist
in overcoming the distribution obstacles that have limited the success of
PlanetCAD and other small, independent software companies."
- more -
If the above proposal is rejected by the PlanetCAD board of directors, PCD
Investments intends to initiate an unsolicited tender offer for all of
PlanetCAD's outstanding shares at $0.26 per share.
"However, we are also prepared to enter into a 'Stockholder Value Enhancement
Agreement' with the company, which, if agreed, will enable us to increase the
price of a prospective tender offer while still permitting stockholders to
determine if they wish to tender their shares or to retain their investment in
PlanetCAD," explained Weissmann.
Under this agreement, PCD Investments would increase the price for a tender
offer from $0.26 to $0.28 per share for PlanetCAD common stock. The PlanetCAD
board of directors would be required to consent to this transaction. The
PlanetCAD board of directors would also agree that in the event the number of
shares tendered is sufficient to make PCD Investments PlanetCAD's majority
stockholder, the company will take whatever action is necessary to reconstitute
the Board so that PCD Investments' nominees comprise a majority. PlanetCAD would
also agree not to take any action to oppose the tender offer.
This new proposal with the two options is detailed in PCD Investments' latest
amended Schedule 13D filed today with the Securities and Exchange Commission
(see www.sec.gov). With 1,863,809 common shares of PlanetCAD owned by PCD
Investments, it is the largest stockholder of PlanetCAD, representing 14.99% of
PlanetCAD's 12.4 million total outstanding shares. PCD Investments, LLC, is a
private company based in Boulder, Colo.
###
- --------------------------------------------------------------------------------
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of PlanetCAD Inc. When it becomes available, stockholders should
read the tender offer statement on Schedule TO (including a "going-private"
Transaction Statement) filed by PCD Investments, LLC as it will contain
important information about the tender offer. When it becomes available,
stockholders can obtain such tender offer statement on Schedule TO for free from
the U.S. Securities and Exchange Commission's website at www.sec.gov or from PCD
Investments by directing a request to PCD Investments LLC, 1871 Folsom Street,
Suite 106, Boulder, CO 80302.
- --------------------------------------------------------------------------------
EXHIBIT 4
[On PCD Investments, LLC Letterhead]
Gene Fischer
Chairman, PlanetCAD Inc.
c/o Capstone Ventures
3000 Sand Hill Road Bldg 1, Suite 290
Menlo Park, CA 94025
Dear Mr. Fischer:
I received your letter dated February 26, 2002. I am pleased that
PlanetCAD's Board of Directors intends to carefully consider our offer, but I am
disappointed you were unable to convene even a telephonic meeting to discuss
such a material event facing the company. It seems a bit ironic that you could
have rejected our initial offer on December 5, 2001, after merely one day of
consideration, but are unable to produce a meaningful response under these
circumstances.
Unfortunately, we are unable to meet on March 6, 2002, but we are
available and would prefer to meet sooner, even if a portion of the Board must
do so telephonically. We suggest the afternoon of February 28 or sometime on
March 1 or 2, 2002. As you know, we have had several discussions where we
explained our position and you had the opportunity to ask questions of us, so we
are not entirely sure what is to be gained by yet another meeting. However, on
the understanding that the purpose of any meeting is to negotiate the terms of
our offer and to discuss questions related to such offer, we look forward to
meeting with authorized representatives of the Board. In anticipation of such
meeting, we would like a more detailed list of questions you would like answered
for the Board to make a decision, and an explanation of the conditions on which
the company would and would not be willing to proceed with one of the potential
transactions we previously outlined. Additionally, please identify who has been
retained as the company's financial advisor and the scope of their engagement.
In the meantime, we will delay initiating our intended tender offer,
although we will continue our preparation for such event and will begin
preparation of a potential proxy solicitation. We are sending to the company
today a formal request for a copy of the stockholder list of the company and
will soon be delivering to the company information relating to our potential
proxy solicitation. Please advise us immediately if authorized representatives
of the Board are unable to meet on the terms set forth above in the very near
term. In any event, we reserve all rights to proceed with any actions we deem
appropriate, including the tender offer previously mentioned.
Please contact me promptly to arrange a meeting.
Sincerely,
/s/ ERIC A. WEISSMANN
Eric A. Weissmann
President
cc: David Hushbeck
Whitney Holmes, Esq.