3D Systems Corp 8-K, filed Dec 2, 2020
3D Systems Corp (DDD)
About this 8-K
3D Systems Corp filed this 8-K on December 2, 2020, reporting on events of November 30, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- 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): December 2, 2020 (
_______________________________
(Exact name of registrant as specified in its charter)
_______________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On November 30, 2020, the Board of Directors (the "Board") of 3D Systems Corporation (the "Company") increased the size of the Board to twelve members and elected Dr. Vansant Padmanabhan, Ph. D. as a director of the Company, effective December 1, 2020.
Dr. Padmanabhan, age 54, has served as President Research & Development and as a member of the Executive Committee for Smith+Nephew, a global medical devices business operating in the markets for advanced surgical devices, since August 2016. Prior to joining Smith+Nephew, Dr. Padmanabhan served as Senior Vice President for Thoratec Corporation from June 2014 until its acquisition by St. Jude Medical, Inc. in October 2015. He served as a consultant to St. Jude Medical from October through December 2015 and took sabbatical until joining Smith+Nephew. Prior to joining Thoratec, Dr. Padmanabhan served in several roles of increasing responsibility for eighteen years with Medtronic plc in their Cardiac Rhythm Management business, including as Vice President of Product Development for the Implantable Defibrillator Business (2012 to 2014) and as Vice President of Connected Care R&D and Operations (2007 to 2012).
Dr. Padmanabhan holds a Master of Science and a Doctorate degree in Biomedical Engineering from Rutgers University and a Master of Business Administration degree from the University of Minnesota – Carlson School of Management. He is also a member of the Trice Medical Board of Directors, a privately-held medical technology company seeking to improve orthopedic diagnostics for patients and physicians. Dr. Padmanabhan brings to the Board specialized expertise in the healthcare industry, new product development and business development.
Dr. Padmanabhan will complete the Board's orientation and mentorship program prior to being appointed to any committees of the Board, and no determination has been made as to any committees of the Board to which he may be appointed. There are no arrangements or understandings between Dr. Padmanabhan and any other person pursuant to which he was elected as a director of the Company, and there is no information required to be disclosed with respect to Dr. Padmanabhan pursuant to Item 404(a) of Regulation S-K. In connection with his election as a director, Dr. Padmanabhan was granted 15,915 shares of common stock under the Company's 2015 Incentive Plan, as amended and restated.
On December 1, 2020, the Company issued a press release announcing the election of Dr. Padmanabhan to the Board, a copy of which is furnished as Exhibit 99.1 and incorporated by reference in Item 7.01 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
(d) Exhibits.
| 99.1 | Press Release dated December 1, 2020 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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: December 2, 2020 | By: | /s/ Andrew M. Johnson |
| Andrew M. Johnson | ||
| Executive Vice President, Chief Legal Officer and Secretary | ||
EXHIBIT 99.1
3D Systems Names Dr. Vasant Padmanabhan to Board of Directors
- Medical device executive brings nearly three decades of experience leading R&D and operations for growth-oriented companies
ROCK HILL, S.C., Dec. 01, 2020 (GLOBE NEWSWIRE) -- 3D Systems (NYSE:DDD) today announced the appointment of Dr. Vasant Padmanabhan to its Board of Directors, effective immediately. Dr. Padmanabhan currently serves as president, global research & development at Smith & Nephew, plc.
“I’m delighted to welcome Vasant to our Board of Directors,” said Dr. Jeffrey Graves, president, and chief executive officer, 3D Systems. “The deep knowledge and expertise he possesses of the medical device market, in combination with the R&D and technical leadership roles he has held throughout his career, will be invaluable to us as we focus increasingly on additive manufacturing applications that bring exceptional value to our customers in the Healthcare market.”
Since 2016, Dr. Padmanabhan has served as president, research & development with Smith & Nephew, plc. - a global portfolio medical technology company operating in the markets for orthopedic reconstruction, trauma, sports medicine, and advanced wound management. Prior to this role, he was senior vice president of technical operations at Thoratec Corporation, a leader in mechanical circulatory support solutions for the treatment of heart failure. In this role, he was responsible for global R&D, Program Management, Operations, and Quality. Prior to Thoratec, Dr. Padmanabhan had an 18-year career at Medtronic, starting as a staff scientist and, progressing through more senior roles, ultimately becoming vice president of product development for the implantable defibrillator business. He holds a Doctorate and a Master of Science in Biomedical Engineering from Rutgers University and a Master of Business Administration from the University of Minnesota - Carlson School of Management. He earned a Bachelor of Science, Electrical Engineering from the National Institute of Technology (Trichy, India). Dr. Padmanabhan is also a member of the Trice Medical Board of Directors, a privately held medical technology company seeking to improve orthopedic diagnostics for patients and physicians.
“It’s an honor to join the 3D Systems Board of Directors at this point in the company’s transformation,” said Dr. Padmanabhan. “I’m excited about the company’s history of innovation, and its new vision that includes an increased focus on solutions for the healthcare industry. I look forward to bringing my passion for new technology and innovation to bear as I work with my fellow Board members and the 3D Systems’ leadership team to deliver unique solutions to the growing additive manufacturing industry.”
Forward-Looking Statements
Certain statements made in this release that are not statements of historical or current facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company to be materially different from historical results or from any future results or projections expressed or implied by such forward-looking statements. In many cases, forward-looking statements can be identified by terms such as "believes," "belief," "expects," "may," "will," "estimates," "intends," "anticipates" or "plans" or the negative of these terms or other comparable terminology. Forward-looking statements are based upon management’s beliefs, assumptions, and current expectations and may include comments as to the company’s beliefs and expectations as to future events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the control of the company. The factors described under the headings "Forward-Looking Statements" and "Risk Factors" in the company’s periodic filings with the Securities and Exchange Commission, as well as other factors, could cause actual results to differ materially from those reflected or predicted in forward-looking statements. Although management believes that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements are not, and should not be relied upon as a guarantee of future performance or results, nor will they necessarily prove to be accurate indications of the times at which such performance or results will be achieved. The forward-looking statements included are made only as of the date of the statement. 3D Systems undertakes no obligation to update or review any forward-looking statements made by management or on its behalf, whether as a result of future developments, subsequent events or circumstances or otherwise.
About 3D Systems
More than 30 years ago, 3D Systems brought the innovation of 3D printing to the manufacturing industry. Today, as the leading Additive Manufacturing solutions partner, we bring innovation, performance, and reliability to every interaction - empowering our customers to create products and business models never before possible. Thanks to our unique offering of hardware, software, materials, and services, each application-specific solution is powered by the expertise of our application engineers who collaborate with customers to transform how they deliver their products and services. 3D Systems’ solutions address a variety of advanced applications in Healthcare and Industrial markets such as Medical and Dental, Aerospace & Defense, Automotive, and Durable Goods. More information on the company is available at www.3dsystems.com.
Investor Contact: investor.relations@3dsystems.com
Media Contact: press@3dsystems.com
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/ce966447-ab91-4801-983d-d3120c0588a8