8-K

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): November 12, 2013

The ExOne Company

(Exact name of registrant as specified in its charter)

Delaware	001-35806	46-1684608
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

127 Industry Boulevard North Huntingdon, Pennsylvania	15642
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (724) 863-9663

Not Applicable

(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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 12, 2013, The ExOne Company (the “Company” or “ExOne”) announced that effective January 1, 2014, Brian W. Smith will join the Company as its Chief Financial Officer and Treasurer.

John Irvin, the Company’s current Chief Financial Officer, will assume the role of Special Advisor to the Chairman of the Company on January 1, 2014. Since joining ExOne in October 2012, Mr. Irvin is credited with overseeing the Company’s February 2013 initial public offering and subsequent public company financial responsibilities. Upon assuming his new role, Mr. Irvin will remain on the Company’s Board of Directors and will report to S. Kent Rockwell, Chairman and Chief Executive Officer of the Company.

Mr. Smith, 55, brings over 30 years of experience in a broad range of financial roles. He will join the Company upon departing as an Assurance Client Service Partner with PricewaterhouseCoopers LLP (“PwC”), where he serves in PwC’s Pittsburgh Office. Mr. Smith joined PwC in 1984, was admitted as a Partner in 1995, and has spent several years working in a PwC advisory business assisting industrial products, healthcare and energy companies with internal control reviews, system implementations, process transformation and change management. Mr. Smith held various leadership roles within PwC, including leading initiatives in specific consumer and industrial product sectors. Mr. Smith is a Certified Public Accountant and received a B.A. with a concentration in accounting and minor in economics from Westminster College in 1980.

In connection with his appointment, Mr. Smith will receive an annual base salary of $275,000 and will be eligible to participate in any cash or equity bonus or incentive plans of the Company in which other executive officers of the Company participate. Mr. Smith will also receive a grant of restricted stock under the Company’s 2013 Equity Incentive Plan (the “Plan”), for 5,000 shares of common stock, which award shall be effective and made as of the close of business on the day on which Mr. Smith’s employment commences (the “Grant Date”). Mr. Smith’s restricted stock shall vest in one-third equal annual installments on each anniversary of the Grant Date and will be subject to such other terms and conditions as set forth in the Plan and in any award agreements evidencing the restricted stock award. Mr. Smith will also be eligible to participate in the Company’s medical, dental, life, short and long-term disability insurance, and 401k plan.

Item 7.01. Regulation FD Disclosure.

On November 12, 2013, the Company issued a press release announcing the addition of Mr. Smith as the Company’s Chief Financial Officer and Treasurer, effective January 1, 2014. A copy of the press releases is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit	Description
99.1	Press Release dated November 12, 2013, announcing the addition of Mr. Smith as the Company’s Chief Financial Officer and Treasurer, effective January 1, 2014.

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.

THE EXONE COMPANY
By:	/s/ John Irvin
	John Irvin
	Chief Financial Officer

Dated: November 12, 2013

Exhibit Index

Number	Exhibit
99.1	Press Release dated November 12, 2013, announcing the addition of Mr. Smith as the Company’s Chief Financial Officer and Treasurer, effective January 1, 2014.

EX-99.1

Exhibit 99.1

NEWS RELEASE

127 Industry Boulevard • N. Huntingdon, PA 15642 • (724) 863.9663

FOR IMMEDIATE RELEASE

ExOne Appoints Brian W. Smith as

Chief Financial Officer and Treasurer

John Irvin to Assume Role as Special Advisor to the Chairman

NORTH HUNTINGDON, PA, November 12, 2013 – The ExOne Company (NASDAQ: XONE) (“ExOne” or “the Company”), a global provider of three-dimensional (“3D”) printing machines and printed products to industrial customers, announced that Brian W. Smith will join ExOne as Chief Financial Officer and Treasurer on January 1, 2014. John Irvin, the Company’s current Chief Financial Officer and Treasurer, will assume the role of Special Advisor to the Chairman. Since joining ExOne in October 2012, Mr. Irvin is credited with overseeing the Company’s February 2013 initial public offering and subsequent public company financial responsibilities. Upon assuming his new role, he will remain on the Company’s Board of Directors and will report to S. Kent Rockwell, Chairman and Chief Executive Officer.

Mr. Rockwell commented, “We welcome Brian to our executive leadership team. With over 30 years of professional accounting experience, we believe his capabilities add an additional dimension and breadth to our finance organization. He brings expertise in public company financial reporting, internal controls, and global financial processes, which are crucial to ExOne in this period of rapid growth. Additionally, we anticipate that his business perspective will contribute to the development and execution of our strategy to increase penetration of the 3D direct metal and indirect sand casting markets using our distinctive binder jetting technology.”

He added, “John has been a key member of our leadership team. In addition to his financial leadership, he has been instrumental in a number of key operating initiatives, including the establishment of our production service centers (“PSCs”) and expansion of our global facilities, critical components in our strategy. We look forward to continuing to benefit from his broad business experience in his new role as we advance our global growth strategy.”

Brian W. Smith, 55, will join ExOne upon departing as an Assurance Client Service Partner with PricewaterhouseCoopers (“PwC”), where he serves in the firm’s Pittsburgh, PA office. Mr. Smith joined PwC in 1984, was admitted as a Partner in 1995, and has spent several years working in a PwC advisory business assisting industrial products, healthcare and energy companies with internal control reviews, system implementations, process transformation and change management. Mr. Smith held various leadership roles within PwC, including leading initiatives in specific consumer and industrial product sectors. Mr. Smith is a certified public accountant and received a B.A. degree with a concentration in accounting and a minor in economics from Westminster College in 1980.

About ExOne

ExOne is a global provider of 3D printing machines and printed products, materials and other services to industrial customers. ExOne’s business primarily consists of manufacturing and selling 3D printing machines and printing products to specification for its customers using its in-house 3D printing machines. ExOne offers pre-production collaboration and print products for customers through its seven production service centers (“PSCs”), which are located in the

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ExOne Appoints Brian W. Smith as Chief Financial Officer and Treasurer

November 12, 2013

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United States, Germany and Japan. ExOne builds 3D printing machines at its facilities in the United States and Germany. ExOne also supplies the associated materials, including consumables and replacement parts, and other services, including training and technical support, necessary for purchasers of its machines to print products.

Safe Harbor Regarding Forward Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “typically,” “anticipates,” “believes,” “appears,” “could,” “plan,” and other similar words. Such statements include, but are not limited to, statements concerning future revenue and earnings, involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to differ materially from the results expressed or implied by such statements, which include our ability to qualify more materials in which we can print; the availability of skilled personnel; the impact of increased operating expenses and expenses relating to proposed acquisitions, investments and alliances; our strategy, including the expansion and growth of our operations; the impact of loss of key management; our plans regarding increased international operations in additional international locations; sufficiency of funds for required capital expenditures, working capital, and debt service; the adequacy of sources of liquidity; expectations regarding demand for our industrial products, operating revenues, operating and maintenance expenses, insurance expenses and deductibles, interest expenses, debt levels, and other matters with regard to outlook; demand for aerospace, automotive, heavy equipment, energy/oil/gas and other industrial products; the scope, nature or impact of acquisitions, alliances and strategic investments and our ability to integrate acquisitions and strategic investments; liabilities under laws and regulations protecting the environment; the impact of governmental laws and regulations; operating hazards, war, terrorism and cancellation or unavailability of insurance coverage; the effect of litigation and contingencies; the impact of disruption of our manufacturing facilities or PSCs; the adequacy of our protection of our intellectual property; material weaknesses in our internal control over financial reporting and other factors disclosed in the Company’s Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission. Because they are forward-looking, these statements should be evaluated in light of important risk factors and uncertainties.

Should one or more of these risks or uncertainties materialize, or should any of ExOne’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this news release.

For more information, contact:

Media:	Investors:
Nicole McEwen	John Irvin	Deborah K. Pawlowski
Marketing Director	Chief Financial Officer	Kei Advisors LLC
(724) 765-1328	(724) 765-1310	(716) 843-3908
nicole.mcewen@exone.com	john.irvin@exone.com	dpawlowski@keiadvisors.com

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