Current Report Filing (8-k)
29 6월 2023 - 7:01PM
Edgar (US Regulatory)
0000910638
false
0000910638
2023-06-27
2023-06-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 27, 2023
_______________________________
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) |
(I.R.S. 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:
☒ |
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 8.01. Other Events.
On June 27, 2023, 3D Systems Corporation (the “Company” or
“3D Systems”) issued a press release confirming that it delivered to the board of directors of Stratasys Ltd. (“Stratasys”)
an enhanced proposal to acquire all of the outstanding ordinary shares of Stratasys for a per share consideration of $7.50 in cash and
1.3223 newly issued shares of 3D Systems common stock (the “Press Release”). A copy of the Press Release is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Included in the Press Release was an announcement that the Company would
hold a conference call and webcast on 8:00 a.m., Eastern Time, on Tuesday, June 27, 2023, to discuss its proposal. The Press Release contained
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. The slides presented on the webcast are furnished herewith as Exhibit 99.2 and incorporated herein by reference.
Forward-Looking Statements
Certain statements made in this document that are not statements of historical
or current facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements
of the company to be materially different from historical results or from any future results or projections expressed or implied by such
forward-looking statements. In many cases, forward-looking statements can be identified by terms such as “believes,” “belief,”
“expects,” “may,” “will,” “estimates,” “intends,” “anticipates”
or “plans” or the negative of these terms or other comparable terminology. Forward-looking statements are based upon management’s
beliefs, assumptions and current expectations and may include comments as to the Company’s beliefs and expectations as to future
events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the control of the Company.
The factors described under the headings “Forward-Looking Statements” and “Risk Factors” in the Company’s
periodic filings with the Securities and Exchange Commission (the “SEC”), as well as other factors, could cause actual results
to differ materially from those reflected or predicted in forward-looking statements. In particular, we note that there is no assurance
that a definitive agreement for the transaction referenced in this report will be entered into or consummated or that integration will
be successful or synergies will be realized if such transaction were to be consummated. Business combination proposals, transactions and
integrations are subject to numerous risks and uncertainties. Although management believes that the expectations reflected in the forward-looking
statements are reasonable, forward-looking statements are not, and should not be relied upon as a guarantee of future performance or results,
nor will they necessarily prove to be accurate indications of the times at which such performance or results will be achieved. The forward-looking
statements included are made only as of the date of the statement. 3D Systems undertakes no obligation to update or revise any forward-looking
statements made by management or on its behalf, whether as a result of future developments, subsequent events or circumstances, or otherwise,
except as required by law.
Additional Information
This communication does not constitute an offer to buy or sell or the solicitation
of an offer to sell or buy any securities. This communication relates to a proposal which 3D Systems has made for a business combination
with Stratasys. In furtherance of this proposal and subject to future developments, 3D Systems (and, if a negotiated transaction is agreed,
Stratasys) may file one or more registration statements, proxy statements or other documents with the SEC. This communication is not a
substitute for any proxy statement, registration statement, prospectus or other document that 3D Systems and/or Stratasys may file with
the SEC in connection with the proposed transaction.
Investors and security holders
of 3D Systems and Stratasys are urged to read the proxy statement(s), registration statement, prospectus and/or other documents filed
with the SEC carefully in their entirety if and when they become available as they will contain important information about the proposed
transaction. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of 3D Systems
and/or Stratasys, as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when
available) and other documents filed with the SEC by 3D Systems through the web site maintained by the SEC at http://www.sec.gov.
This document shall not constitute an offer to buy or sell or the solicitation
of an offer to sell or buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
This communication is neither a solicitation of a proxy nor a substitute
for any proxy statement or other filings that may be made with the SEC. Nonetheless, 3D Systems and its directors and executive officers
and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed
transaction. You can find information about 3D Systems’ executive officers and directors in 3D Systems’ definitive proxy statement
filed with the SEC on April 5, 2023. Additional information regarding the interests of such potential participants will be included in
one or more registration statements, proxy statements or other documents filed with the SEC if and when they become available. These documents
(if and when available) may be obtained free of charge from the SEC’s website at http://www.sec.gov.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
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3D SYSTEMS CORPORATION |
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Date: June 28, 2023 |
By: |
/s/ Andrew M. Johnson |
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Andrew M. Johnson |
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Executive Vice President, Chief Legal Officer and Secretary |
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