Item 1.01. Entry into a Material Definitive Agreement.
On August 5, 2020, 3D Systems Corporation (the "Company") entered into an equity
distribution agreement (the "Equity Distribution Agreement") with Truist
Securities, Inc. and HSBC Securities (USA) Inc., in their respective capacities
as sales agents (together, the "Sales Agents"), under which the Company may
offer and sell, from time to time, through and to the Sales Agents, shares of
the Company's common stock having an aggregate offering price of up to $150.0
million ("Shares"). Any Shares sold under the Equity Distribution Agreement will
be issued under the automatic registration statement on Form S-3 (File No. 333-
239803) that the Company filed with the Securities and Exchange Commission
("SEC") on July 10, 2020, the base prospectus filed as part of such registration
statement and a prospectus supplement, dated August 5, 2020, to be filed by the
Company with the SEC.
The Company is not obligated to sell any Shares under the Equity Distribution
Agreement. Subject to the terms and conditions of the Equity Distribution
Agreement, the Sales Agents will use commercially reasonable efforts consistent
with their normal trading and sales practices to sell Shares from time to time
based upon the Company's instructions, including the maximum number of Shares to
be issued on a daily basis or otherwise as agreed with the Sales Agents, and the
minimum price per share at which such Shares may be sold. Subject to the terms
and conditions of the Equity Distribution Agreement, sales of the Shares may be
made at market prices in transactions that are deemed to be "at the market
offerings," as defined in Rule 415(a)(4) promulgated under the Securities Act of
1933, as amended (the "Securities Act"), including sales made directly on or
through the New York Stock Exchange (the "NYSE"), the existing trading market
for the Company's common stock. The Sales Agents will not engage in any
prohibited stabilizing transactions with respect to the Company's common stock.
The Sales Agents' obligation to sell Shares under the Equity Distribution
Agreement is subject to satisfaction of certain customary closing conditions for
transactions of this nature.
Except as otherwise agreed, the Company will pay the Sales Agents a commission
of up to 3.00% of the gross sales price of the Shares sold under the terms of
the Equity Distribution Agreement. The Company has agreed to provide the Sales
Agents with customary indemnification and contribution rights.
The Equity Distribution Agreement may be terminated by each Sales Agent as to
its obligations under the Equity Distribution Agreement or by the Company at any
time upon notice to the other parties, or by the Sales Agents at any time in
certain circumstances, including any suspension or limitation on the trading of
the Company's common stock on the NYSE.
The foregoing description is qualified in its entirety by reference to the
Equity Distribution Agreement, a copy of which is filed as Exhibit 1.1 hereto
and is incorporated herein by reference.
This Current Report shall not constitute an offer to sell or the solicitation of
an offer to buy any Shares under the Equity Distribution Agreement, nor shall
there be any sale of such Shares in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
Item 2.02. Results of Operations and Financial Condition.
On August 5, 2020, the Company issued a press release announcing the Company's
results of operations for the second quarter and six months ended June 30, 2020
(the "Earnings Release"). A copy of the Earnings Release is furnished herewith
as Exhibit 99.1 and is incorporated into this Item 2.02 by reference. The
information in this Item 2.02 (and in the Earnings Release) shall not be deemed
"filed" with the SEC for purposes of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), nor incorporated by reference in any registration
statement filed by the Company under the Securities Act.
Item 2.05. Costs Associated With Exit or Disposal Activities.
On August 5, 2020, the Company announced a restructuring plan intended to align
the Company's operating costs with the Company's current revenue levels and
better position the Company for future sustainable and profitable growth. The
restructuring plan includes a reduction of nearly 20% of the Company's
workforce, with the majority of the workforce reduction expected to be completed
by December 31, 2020. The Company expects that the restructuring plan, in
conjunction with other cost reduction measures, will reduce the Company's
annualized costs by approximately $100 million by the end of December 31, 2021.
The Company expects to incur a cash charge in the range of $25 to $30 million
for (i) severance (approximately 75%) and (ii) facility closings and other costs
(approximately 25%), primarily in the second half of 2020. The Company may incur
additional charges in 2021 as it finalizes all the actions to be taken. Non-cash
charges related to these actions is expected to be less than $5 million.
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Certain of the foregoing statements are not statements of historical or current
facts and are therefore 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 SEC,
as well as other factors, could cause actual results to differ materially from
those reflected or predicted in forward-looking statements. 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 hereof. The Company undertakes no obligation to update or review any
forward-looking statements made by management or on its behalf, whether as a
result of future developments, subsequent events or circumstances or otherwise.
Item 7.01. Regulation FD Disclosure.
On August 5, 2020, the Company issued a press release announcing entry into the
Equity Distribution Agreement. A copy of this press release is furnished
herewith as Exhibit 99.2 and is incorporated into this Item 7.01 by reference.
Additionally, on August 5, 2020, the Company issued a press release announcing
the Company's restructuring plan. A copy of this press release is furnished
herewith as Exhibit 99.3 and is incorporated into this Item 7.01 by reference.
Included in the Earnings Release is an announcement that the Company plans to
hold a conference call and webcast at 4:30 p.m., Eastern Time, Wednesday,
August 5, 2020, to discuss its second quarter and six months ended June 30, 2020
financial results and other matters relating to the Company's plans and
operations. A copy of this Earnings Release, which contains 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, is furnished
herewith as Exhibit 99.1. The slides to be presented on the webcast are
furnished herewith as Exhibit 99.4 and incorporated into this Item 7.01 by
reference.
The information in this Item 7.01 (including Exhibit 99.2, Exhibit 99.3 and
Exhibit 99.4) shall not be deemed "filed" with the SEC for purposes of the
Exchange Act, nor incorporated by reference in any registration statement filed
by the Company under the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Equity Distribution Agreement, dated August 5, 2020, by and among 3D Systems
Corporation and Truist Securities, Inc. and HSBC Securities (USA) Inc.
99.1 Press Release issued by 3D Systems Corporation, dated August 5, 2020, announcing
results for the second quarter and six months ended June 30, 2020.
Press Release issued by 3D Systems Corporation, dated August 5, 2020, announcing
99.2 entry into the Equity Distribution Agreement.
Press Release issued by 3D Systems Corporation, dated August 5, 2020, announcing
99.3 restructuring plan.
99.4 Investor information to be presented by 3D Systems Corporation on August 5, 2020.
104 Cover Page Interactive Data File (embedded within Inline XBRL document).
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