As filed with the Securities and Exchange Commission
on November 16, 2021
Registration No. 333-203353
Registration No. 333-223690
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION
STATEMENT NO. 333-203353
POST-EFFECTIVE AMENDMENT NO. 1 FORM S-3 REGISTRATION
STATEMENT NO. 333-223690
Under
The Securities Act of 1933
The
ExOne Company
(Exact
name of registrant as specified in its charter)
Delaware
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87-2118855
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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127
Industry Boulevard
North Huntingdon, Pennsylvania 15642
(724) 863-9663
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
c/o Meg Broderick
ExOne Operating, LLC
63 3rd Avenue
Burlington, MA 01803
(978) 224-1244
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed
sale to the public: Not Applicable
If the only securities being registered on this
form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this
form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ¨
If this form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ¨
If this form is a post-effective amendment to
registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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Emerging growth company
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¨
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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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Deregistration of Unsold
Securities
These Post-Effective Amendments relate to the following Registration
Statements on Form S-3 (the “Registration Statements”), filed by The ExOne Company, a Delaware corporation (the “Registrant”),
with the U.S. Securities and Exchange Commission (the “Commission”):
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Registration Statement on Form S-3 (File No. 333-203353), pertaining to the registration of up to $150,000,000, in the aggregate, of an indeterminate number of securities of common stock, preferred stock, debt securities, warrants, and units of the Registrant or any combination of these securities (together, the “Securities”), filed with the Commission on April 10, 2015, as amended by Post-Effective Amendment No. 1 filed with the SEC on August 18, 2016;
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Registration Statement on Form S-3 (File No. 333-223690), pertaining to the registration of up to $125,000,000, in the aggregate, of an indeterminate number of Securities or any combination of Securities, filed with the Commission on March 15, 2018.
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On November 12, 2021, pursuant to that certain
Agreement and Plan of Merger dated as of August 11, 2021, by and between Registrant, Desktop Metal, Inc., a Delaware corporation (“Parent”),
Texas Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Texas Merger Sub
II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub II”), Merger Sub I merged
with and into the Registrant with the Registrant continuing as the surviving corporation (“Merger I”) and immediately thereafter
Registrant merged with and into Merger Sub II, with Merger Sub II continuing as the surviving company
and a wholly owned subsidiary of Parent (the “Surviving Company”) and being renamed
ExOne Operating, LLC (“Merger II” and, together with Merger I, the “Mergers”).
As a result of the Mergers, the offerings of the Registrant’s
Securities pursuant to the Registration Statements have been terminated. In accordance with an undertaking made by the Registrant in the
Registration Statements to remove from registration, by means of a post-effective amendment, any of the Securities registered under the
Registration Statements that remain unsold at the termination of the offerings, the Surviving Company hereby removes from registration
the Securities of the Registrant registered under the Registration Statements that remain unsold, if any, as of the date hereof.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to the Registration Statements to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlington, Commonwealth of Massachusetts, on the
16th day of November, 2021.
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ExOne Operating, LLC
Successor by merger to THE EXONE COMPANY
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By:
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/s/ Meg Broderick
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Meg Broderick
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Secretary
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No other person is required to sign these Post-Effective Amendments
in reliance upon Rule 478 under the Securities Act of 1933.
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