3D Systems Corp 8-K, filed Jan 4, 2021
3D Systems Corp (DDD)
About this 8-K
3D Systems Corp filed this 8-K on January 4, 2021, reporting on events of January 1, 2021.
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 Exchange Act of 1934
Date of Report (Date of earliest event reported): January
4, 2021 (
(Exact name of registrant as specified in its charter)
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| Item 8.01. | Other Events. |
On January 1, 2021, 3D Systems, Inc. (the “Seller”), a wholly owned subsidiary of 3D Systems Corporation (the “Company”), completed its sale of 100% of the issued and outstanding equity interests of Cimatron Ltd., the subsidiary that operated the Company’s Cimatron integrated CAD/CAM software for tooling business and its GibbsCAM CNC programming software business (collectively, the “Acquired Business”), to a subsidiary of ST Acquisition Co., an affiliate of Battery Ventures (the “Purchaser”), resulting in purchase price proceeds of approximately $64.2 million, after certain adjustments and excluding $8.85 million of cash amounts transferred to the Purchaser.
On December 31, 2020, the Seller, the Company, as the guarantor of Seller’s obligations, and ST Acquisition Co. entered into the First Amendment to Share Purchase Agreement (the “First Amendment”) to, among other items, provide that the closing of the transaction would be effective on January 1, 2021.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Agreement, a copy of which is attached hereto as Exhibit 2.1, and is incorporated herein by reference.
For more information regarding the sale of the Acquired Business by the Seller to the Purchaser, see the Company’s Current Report on Form 8-K, filed on November 4, 2020.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 2.1 | First Amendment to Share Purchase Agreement, dated December 31, 2020, by and among ST Acquisition Co., 3D Systems, Inc. and 3D Systems Corporation. | |
| 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 hereunto duly authorized.
| 3D SYSTEMS CORPORATION | |||
| Date: January 4, 2021 | By: | /s/ Andrew M. Johnson | |
| (Signature) | |||
| Name: | Andrew M. Johnson | ||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | ||
Exhibit 2.1
Execution Version
FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT
by and among
ST ACQUISITION CO.,
as Purchaser and Guarantor,
and
3D SYSTEMS, INC.,
as Seller,
and
3D SYSTEMS CORPORATION,
as Seller Guarantor
THIS FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT (this “Amendment”), entered into as of December 31, 2020, is by and among (i) ST ACQUISITION CO., a Delaware corporation (“Purchaser”), (ii) 3D SYSTEMS, INC., a California corporation (“Seller” and together with Purchaser, the “Parties” and each, a “Party”), (iii) for the purposes of guaranteeing Seller’s payment and performance obligations under the Purchase Agreement (defined below), 3D SYSTEMS CORPORATION, a Delaware corporation (the “Seller Guarantor”) and (iv) for the purposes of guaranteeing Purchaser’s payment and performance obligations under the Purchase Agreement in the event such obligations are assigned pursuant to Section 12.4 of the Purchase Agreement, ST ACQUISITION CO. in its capacity as a guarantor (the “Guarantor”). This Amendment amends the Share Purchase Agreement (the “Purchase Agreement”), entered into as of November 2, 2020, by and among the Parties, Seller Guarantor and the Guarantor.
1. Capitalized Terms. All capitalized terms used herein but not defined have the meanings given to them in the Purchase Agreement.
2. Amendment to the Definition of Closing Date. The definition of “Closing Date” in Article I of the Purchase Agreement is hereby amended and replaced in its entirety as follows:
“Closing Date” means January 1, 2021.
3. Amendment to the Definition of Reference Time. The definition of “Reference Time” in Article I of the Purchase Agreement is hereby amended and replaced in its entirety as follows:
“Reference Time” means 12:01 a.m., Boston time, on the Closing Date.
4. Amendment to Section 3.1 of the Purchase Agreement. Section 3.1 of the Purchase Agreement is hereby amended and replaced in its entirety as follows:
3.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall be effective on the Closing Date, all such actions and occurrences taking place at the Closing shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed and no document or certificate shall be deemed to have been delivered, until all actions are completed and all documents and certificates delivered; provided, however, that Purchaser and Seller intend that Closing will be effected, to the extent practicable, by conference call, the electronic delivery of documents (by fax, pdf or other electronic exchanges) and the prior physical exchange of certificates and certain other instruments to be held in escrow by outside counsel to the recipient Party pending authorization by the delivering Party (or its outside counsel) of their release on the Closing Date.
5. Payment of Estimated Purchase Price. The Parties acknowledge and agree that notwithstanding anything to the contrary in the Purchase Agreement, Purchaser shall pay to Seller the Estimated Purchase Price as soon as practicable after the Closing Date on the first Business Day following the Closing Date during which commercial banks located in New York, New York are open for business.
6. Terms of the Purchase Agreement. Except as expressly amended or modified by this Amendment, the terms of the Purchase Agreement remain in full force and effect as the binding obligations of the Parties. Each of the Parties ratifies, reaffirms and confirms its rights, benefits, duties, obligations and liabilities as contemplated by the Purchase Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, this Amendment is executed as of the date first set forth above.
| PURCHASER: | |||
| ST ACQUISITION CO. | |||
| By: | /s/ Morad Elhafed | ||
| Name: | Morad Elhafed | ||
| Title: | President | ||
| SELLER: | |||
| 3D SYSTEMS, INC. | |||
| By: | /s/ Andrew M. Johnson | ||
| Name: | Andrew M. Johnson | ||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | ||
| SELLER GUARANTOR: | |||
| 3D SYSTEMS CORPORATION | |||
| By: | /s/ Andrew M. Johnson | ||
| Name: | Andrew M. Johnson | ||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | ||
| PURCHASER GUARANTOR: | |||
| ST ACQUISITION CO. | |||
| By: | /s/ Morad Elhafed | ||
| Name: | Morad Elhafed | ||
| Title: | President | ||