3D SYSTEMS CORPORATION Item 1.01. Entry into a Material Definitive Agreement.
On
The Merger Agreement contains customary representations, warranties, covenants, agreements and indemnification obligations of Oqton and the Purchaser.
Completion of the Transaction (the "Closing") is expected to occur during the
fourth quarter of 2021. The Closing is contingent upon the satisfaction of
customary closing conditions set forth in the Merger Agreement, including the
accuracy of each party's representations and warranties (subject to certain
exceptions) and the performance in all material respects by each of the parties
of its covenants and agreements. The Closing is not subject to a financing
condition. The Merger Agreement also includes customary termination provisions,
including if the Closing of the Transaction has not occurred on or before
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated in this Item 1.01 by reference.
The above description of the Merger Agreement has been included to provide information regarding the terms of the Merger Agreement. It is not intended to provide any other information about the Company, Oqton, or their respective subsidiaries or affiliates. The Merger Agreement contains representations and warranties of each party thereto that were made solely for the benefit of the other party. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Merger Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. In addition, such representations and warranties may apply a contractual standard of materiality that is different from that generally applicable to stockholders. The representations and warranties were made for the purposes of allocating contractual risk between the parties to the Merger Agreement and should not be relied upon as a disclosure of factual information relating to the parties thereto or the Company.
Item 3.02. Unregistered Sales of
The information set forth in Item 1.01 above with respect to the issuance of the shares of the Company's Common Stock as part of the consideration with respect to the Transaction is incorporated into this Item 3.02 by reference.
Pursuant to the Merger Agreement, shares of the Company's Common Stock will be issued to the Sellers as a portion of the consideration with respect to the Transaction in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). The issuance and sale of the shares of the Company's Common Stock to such Sellers will be exempt from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act and such other applicable rules and regulations. The issuance of the shares of the Company's Common Stock will be exempt from registration because such issuance will not involve a public offering and each Seller entered into an accredited investor acknowledgement and lock-up agreement with customary accredited investor and private offering representations, warranties and covenants. The shares of the Company's Common Stock that will be issued to the Sellers in connection with the Transaction will be "restricted securities" within the meaning of Rule 144 under the Securities Act and will be subject to certain requirements restricting their resale, including certain holding period requirements.
Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K 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, including the ability of Purchaser, Oqton and the Sellers to
consummate the Transaction as expected. 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
Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01 (and in the related press release and slides)
shall not be deemed "filed" with the
Item 9.01. Financial Statements and Exhibits.
Exhibits
Agreement and Plan of Merger, dated September 8, 2021 , by and
among 3D Systems Corporation , Oqton, Inc. , 3DS Merger Sub 1, Inc.,
2.1 3DS Merger Sub 2 Inc., and Shareholder Representative Services LLC ,
solely in its capacity as the representative, agent and
attorney-in-fact of the Sellers.
99.1 Press release issued on September 8, 2021 .
99.2 Investor slides to be presented by 3D Systems Corporation on
September 9, 2021 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).© Edgar Online, source
