Current Report Filing (8-k)
02 November 2021 - 7:16AM
Edgar (US Regulatory)
0000910638
false
0000910638
2021-11-01
2021-11-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
November 1, 2021
3D SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
|
001-34220
|
95-4431352
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
333 Three D Systems Circle
Rock Hill, South Carolina 29730
(Address of Principal Executive
Offices) (Zip Code)
(803) 326-3900
(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 (see General
Instruction A.2. below):
☐ 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
|
Common Stock, par value $0.001 per share
|
DDD
|
New York Stock Exchange
|
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. ☐
Item 3.02
|
Unregistered Sales of Equity Securities.
|
The information set forth
in Item 8.01 below with respect to the issuance of the shares of the Common Stock of 3D Systems Corporation (the
“Company”) as part of the consideration with respect to the closing of the Transaction (as defined below) is incorporated
into this Item 3.02 by reference.
On November
1, 2021, 3DS Merger Sub 1, Inc. and 3DS Merger Sub 2, Inc.,
each wholly-owned subsidiaries of the Company, completed the previously announced
merger with Oqton, Inc. (“Oqton”), with an effective time of 12:01 a.m. Eastern Time
on November 1, 2021 (the “Transaction”). The name of the surviving corporation
is “Oqton, Inc.”
As part of the consideration
with respect to the closing of the Transaction, the Company issued 2,552,904 shares of the Company’s Common Stock to certain stockholders
of Oqton at an agreed upon issuance price of $29.35 per share of Common Stock, resulting in an aggregate stock consideration value of
$74,927,732.40. The shares of Common Stock were issued in transactions exempt from registration pursuant to Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities
Act. The issuance of the shares of the Company’s Common Stock was exempt from registration because the issuance did not involve
a public offering and each stockholder of Oqton that received shares of the Company’s Common Stock in the Transaction entered into
an accredited investor acknowledgement and lock-up agreement with customary accredited investor and private offering representations,
warranties and covenants. The shares of the Company’s Common Stock issued to such stockholders of Oqton in connection with the Transaction
are “restricted securities” within the meaning of Rule 144 under the Securities Act and are subject to certain requirements
restricting their resale, including certain holding period requirements.
For
more information regarding the Transaction, see the Company’s Current Report on Form 8-K, filed on September 9, 2021.
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
|
|
|
|
By:
|
/s/ Andrew M. Johnson
|
|
Name:
|
Andrew M. Johnson
|
|
Title:
|
Executive
Vice President, Chief Legal Officer and Secretary
|
|
|
|
|
|
|
Date: November 1, 2021
Cabana Target Drawdown 1... (AMEX:TDSC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Cabana Target Drawdown 1... (AMEX:TDSC)
Historical Stock Chart
From Jul 2023 to Jul 2024