Current Report Filing (8-k)
April 26 2022 - 5:01AM
Edgar (US Regulatory)
0000910638
false
0000910638
2022-04-21
2022-04-21
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): April 21, 2022
3D SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware
(State or other jurisdiction
of incorporation) |
001-34220
(Commission
File Number) |
95-4431352
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer Change
On April 21, 2022, Jagtar Narula notified 3D Systems Corporation (the “Company”)
of his resignation as Executive Vice President and Chief Financial Officer of the Company, effective May 20, 2022, to accept a new career
opportunity.
On April 22, 2022, the Company engaged Wayne Pensky as the
Company’s Interim Chief Financial Officer, effective May 21, 2022. Mr. Pensky, age 66, previously served in this same
role for the Company from May 26 to September 13, 2020. Prior to his service as Interim Chief Financial Officer for the Company, Mr.
Pensky retired as Executive Vice President and Chief Financial Officer of Hexcel Corporation (“Hexcel”), a multinational
manufacturer of advanced composite materials used in aerospace and industrial applications, in December 2017. He joined Hexcel in
1993 as Corporate Controller and Chief Accounting Officer and served in a number of capacities of increasing responsibility until
becoming Chief Financial Officer in May 2016. From 1979 to 1993, Mr. Pensky was a partner at Arthur Andersen & Co.
Pursuant to the terms of an Executive Services Agreement between Mr. Pensky
and the Company, dated April 22, 2022, Mr. Pensky will be paid $40,000 per calendar month (prorated for any partial month worked) to serve
as Interim Chief Financial Officer through August 31, 2022 (the “Initial Term”). At the end of the Initial Term (or, if the
Company terminates the agreement before the end of the Initial Period for any reason, on such termination date), Mr. Pensky shall receive
a restricted stock award with a value of $100,000 that vests immediately upon grant. After the Initial Term, the parties may extend the
term of the Executive Services Agreement upon mutual agreement.
The foregoing descriptions of the Executive Services Agreement is qualified
in its entirety by reference to the Executive Services Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On April 25, 2022, the Company issued a press release
announcing the departure of Mr. Narula, the engagement of Mr. Pensky, and the reiteration of the company’s 2022 full-year guidance,
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, including Exhibit 99.1, 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.
Item 9.01. Financial Statements and Exhibits.
Exhibits
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: April 25, 2022 |
|
|
| |
By: |
/s/
Andrew M. Johnson |
| |
|
(Signature) |
| |
Name: |
Andrew M. Johnson |
| |
Title: |
Executive Vice President, Chief Legal Officer and Secretary |
| |
|
|
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