3D Systems Corp 8-K, filed Aug 5, 2020
3D Systems Corp (DDD)
About this 8-K
3D Systems Corp filed this 8-K on August 5, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
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| Item 8.01 | Other Events. |
As previously reported, on August 5, 2020, 3D Systems Corporation (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Truist Securities, Inc. and HSBC Securities (USA) Inc., in their respective capacities as sales agents (together, the “Sales Agents”), under which the Company may offer and sell, from time to time, through or to the Sales Agents, shares of the Company’s common stock having an aggregate offering price of up to $150.0 million (“Shares”). Any Shares sold under the Equity Distribution Agreement will be issued under the automatic registration statement on Form S-3 (File No. 333- 239803) that the Company filed with the Securities and Exchange Commission (“SEC”) on July 10, 2020, the base prospectus filed as part of such registration statement and the prospectus supplement, dated August 5, 2020, filed by the Company with the SEC.
The Company is filing this Current Report on Form 8-K to provide the legal opinion of Hunton Andrews Kurth LLP as to the validity of the Shares. A copy of the opinion is filed as Exhibit 5.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 5.1 | Opinion of Hunton Andrews Kurth LLP | |
| 23.1 | Consent of Hunton Andrews Kurth LLP (contained in the opinion filed as Exhibit 5.1 hereto) | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) | |
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 thereunto duly authorized.
| 3D SYSTEMS CORPORATION | ||||||
| Date: August 5, 2020 | ||||||
| By: | /s/ Andrew M. Johnson | |||||
| Name: | Andrew M. Johnson | |||||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |||||
Exhibit 5.1
|
HUNTON ANDREWS KURTH LLP FILE NO: 076759.0000078 | |
| August 5, 2020 | ||
3D Systems Corporation
333 Three D Systems Circle
Rock Hill, South Carolina
3D Systems Corporation
Issuance of up to $150,000,000 of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to 3D Systems Corporation, a Delaware corporation (the “Company”), in connection with the offer and sale by the Company of shares of its common stock, $0.001 par value per share, having an aggregate gross sales price of up to $150,000,000 (the “Shares”) pursuant to the terms of (i) the Equity Distribution Agreement, dated as of August 5, 2020 (the “Equity Distribution Agreement”), among the Company and Truist Securities, Inc. and HSBC Securities (USA) Inc., in their respective capacities as sales agents (together, the “Sales Agents”), and (ii) any Terms Agreement, in the form attached as Exhibit A to the Equity Distribution Agreement (each, a “Terms Agreement”), to be entered into between the Company and the Sales Agents. The Shares have been registered on a Registration Statement on Form S-3 (File Number 333-239803) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on July 10, 2020.
The Shares will be offered and sold as set forth in the Registration Statement, the base prospectus contained therein, dated July 10, 2020 (the “Base Prospectus”), and the prospectus supplement, dated August 5, 2020, filed with the Commission on August 5, 2020 under Rule 424(b) promulgated under the Securities Act (together with the Base Prospectus, the “Prospectus”).
This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
In connection with the foregoing, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company, certificates of public officials and other officers of the Company and such other documents, certificates and records as we have deemed necessary to render the opinions set forth herein, including (i) the Company’s Certificate of Incorporation, as amended through the date hereof, (ii) the Company’s Amended and Restated By-Laws, as amended through the date hereof, (iii) the resolutions adopted by the Company’s Board of Directors on July 31, 2020, (iv) the
ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON LONDON
LOS ANGELES MIAMI NEW YORK NORFOLK RICHMOND SAN FRANCISCO THE WOODLANDS TYSONS WASHINGTON, DC
www.HuntonAK.com
3D Systems Corporation
August 5, 2020
Page 2
Equity Distribution Agreement, (v) the form of Terms Agreement, (vi) the Registration Statement, (vii) the Prospectus and (viii) a certificate issued by the Secretary of State of the State of Delaware on the date hereof, to the effect that the Company is validly existing under the laws of the State of Delaware and in good standing (the “Good Standing Certificate”).
In our examination, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted to us as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the accuracy, completeness and authenticity of all corporate records and other information made available to us by the Company, (iv) the legal capacity of natural persons, (v) the genuineness of all signatures and the completion of all deliveries not witnessed by us and (vi) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof on such parties.
As to factual matters, we have relied upon, and assumed the accuracy of, representations included in the documents submitted to us upon certificates of officers of the Company and upon certificates of public officials, without independent verification of their accuracy.
Based upon the foregoing and such other information and documents as we have considered necessary for the purposes hereof, and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that:
1. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware.
2. The Company has the corporate power and authority to issue the Shares.
3. The Shares have been duly authorized and, when issued and delivered upon payment therefor in accordance with the terms of the Equity Distribution Agreement and, if applicable, any Terms Agreement, the Shares will be validly issued, fully paid and nonassessable.
The opinions expressed above are limited to the General Corporation Law of the State of Delaware in effect on the date hereof. We do not express any opinion as to the laws of any other jurisdiction.
The opinion set forth in paragraph 1 above as to the valid existence and good standing of the Company is based solely upon our review of the Good Standing Certificate.
3D Systems Corporation
August 5, 2020
Page 3
We hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement and the reference to our firm under the heading “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
This opinion letter is rendered as of the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinions expressed herein. This opinion letter is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares.
| Very truly yours, |
| /s/ Hunton Andrews Kurth LLP |