Current Report Filing (8-k)
December 01 2021 - 3:21PM
Edgar (US Regulatory)
0000910638
false
0000910638
2021-12-01
2021-12-01
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):
December 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 December 1, 2021, the Company completed its previously
announced acquisition (the “Transaction”) of Volumetric Biotechnologies, Inc. (“Volumetric”), which was
effected through the merger of Texans Merger Sub I, Inc. and Texans Merger Sub II, Inc.,
each wholly-owned subsidiaries of the Company, with Volumetric. The name of the surviving
corporation is “Volumetric Biotechnologies, Inc.”
As part of the consideration with respect to the closing of the Transaction,
after customary closing adjustments, the Company issued 720,022 shares of the Company’s Common Stock to securityholders
of Volumetric at an agreed upon issuance price of $27.4432 per share of Common Stock, resulting in an aggregate stock consideration value
of $19,759,708. 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 securityholder of Volumetric that received shares of the Company’s Common Stock in the Transaction entered
into a securityholder acknowledgement and lock-up agreement with customary private offering representations, warranties and covenants.
The shares of the Company’s Common Stock issued to such securityholders of Volumetric 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 October 28, 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: December 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
Real-Time news about Cabana Target Drawdown 10 ETF (American Stock Exchange): 0 recent articles
More 3d Systems Corp News Articles