Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, 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 could offer and sell, from time to time,
shares of the Company's common stock having an aggregate offering price of up to
$150.0 million.
Further, as previously disclosed, on January 1, 2021, 3D Systems, Inc., a
wholly-owned subsidiary of 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.
Following the closing of the sale of the Acquired Business and the
receipt of the related purchase price proceeds, on January 6, 2021, the Company
provided to the Sales Agents written notice terminating the Equity Distribution
Agreement, effective immediately.
The forgoing description of the Equity Distribution Agreement does not
purport to be complete and is qualified in its entirety by reference to the copy
of the Equity Distribution Agreement filed as Exhibit 1.1 to the Company's
Current Report on Form 8-K filed on August 5, 2020.
Item 2.02. Results of Operations and Financial Condition.
On January 7, 2021, the Company issued a press release setting forth
certain preliminary unaudited financial results for its fourth quarter ended
December 31, 2020 (the "Press Release"). A copy of the Press Release is
furnished herewith as Exhibit 99.1 and is incorporated into this Item 2.02 by
reference. The information in this Item 2.02 (and in the Press Release) shall
not be deemed "filed" with the SEC for purposes of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), nor incorporated by reference in any
registration statement filed by the Company under the Securities Act of 1933, as
amended (the "Securities Act").
Item 7.01. Regulation FD Disclosure.
Included in the Press Release is an announcement that the Company plans
to hold a conference call and webcast at 10:00 a.m., Eastern Time, Thursday,
February 25, 2021, to discuss its fourth quarter and year ended December 31,
2020 financial results and other matters relating to the Company's plans and
operations. A copy of the Press Release, which contains additional information
regarding how to access the conference call and webcast and how to listen to a
recorded playback of the call after it is completed, is furnished herewith as
Exhibit 99.1.
The information in this Item 7.01 (and in the Press Release) shall not
be deemed "filed" with the SEC for purposes of the Exchange Act, nor
incorporated by reference in any registration statement filed by the Company
under the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release issued by 3D Systems Corporation, dated January 7,
2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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