-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KR47jt6i8Xe88Om8BkWo+NDh8s/9MK6peVYZOKlAT5xCsNbQ8SW/Oki6gqQjxRuW UBaZxA8fthA0iVVTLOc9Wg== 0000912057-01-542170.txt : 20020412 0000912057-01-542170.hdr.sgml : 20020412 ACCESSION NUMBER: 0000912057-01-542170 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20011204 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLANETCAD INC CENTRAL INDEX KEY: 0000852437 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841035353 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28842 FILM NUMBER: 1807475 BUSINESS ADDRESS: STREET 1: 2425 55TH STREET STREET 2: STE 100 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034490649 MAIL ADDRESS: STREET 1: 2425 55TH STREET STREET 2: STE 100 CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: SPATIAL TECHNOLOGY INC DATE OF NAME CHANGE: 19960708 8-K 1 a2065385z8-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): DECEMBER 4, 2001 PLANETCAD INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 0-288-42 84-1035353 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 2520 55TH STREET, SUITE 200 BOULDER, COLORADO 80301 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code:(303) 209-9100 ----------------------------- N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On December 4, 2001, PlanetCAD Inc., a Delaware corporation ("PlanetCAD"), received an unsolicited offer from PCD Investments, LLC ("PCD") proposing to pay $0.24 per share in cash for all of PlanetCAD's issued and outstanding shares, subject to various conditions, including but not limited to due diligence and receipt of any required regulatory and third party approvals. The complete text of the letter from PCD is set forth as Exhibit 99.1. At a special meeting of PlanetCAD's board of directors held on December 5, 2001, the board of directors discussed PCD's proposal. The board determined that the price offered by PCD is inadequate and is not reflective of PlanetCAD's true value and that PCD's proposal is not in the best interest of PlanetCAD's stockholders. The board instructed management to communicate that rejection to PCD. The complete text of PlanetCAD's press release in response to PCD's unsolicited offer is set forth as Exhibit 99.2 and incorporated herein by reference, and the complete text of PlanetCAD's response to PCD is set forth as Exhibit 99.3 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits.
Exhibit Number Exhibit Description ------ ------------------- 99.1 Offer letter dated December 4, 2001 from PCD Investments, LLC to PlanetCAD Inc. related to the proposed acquisition of outstanding shares of PlanetCAD Inc. 99.2 Press release dated December 5, 2001 related to offer from PCD Investments, LLC 99.3 Letter dated December 5, 2001 from PlanetCAD Inc. to PCD Investments, LLC
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. PLANETCAD INC. Date: December 5, 2001 By: /s/ Joy Godesiabois Name: Joy Godesiabois Title: Chief Financial Officer 2 EXHIBIT INDEX
Exhibit Number Description Page - ------ ----------- ---- 99.1 Offer letter dated December 4, 2001 from PCD Investments, LLC to PlanetCAD Inc. related to the proposed acquisition of outstanding shares of PlanetCAD, Inc. 99.2 Press release, dated December 5, 2001 related to offer from PCD Investments, LLC 99.3 Letter dated December 5, 2001 from PlanetCAD Inc. to PCD Investments, LLC
3 EX-99.1 3 a2065385zex-99_1.txt EXHIBIT 99.1 PCD Investments, LLC 1871 Folsom Street, Suite 106 Boulder, CO 80302 Tel (303) 526-7636 Fax (303) 526-2825 December 4, 2001 Board of Directors PlanetCAD, Inc. 2520 55th Street Suite 200 Boulder, CO 80301 Gentlemen: We are writing to propose a purchase of all of the outstanding shares of PlanetCAD, Inc., (the "Company") by PDC Investments, LLC or an affiliated entity (the "Purchaser"), for a cash payment of $0.24 per share payable to all stockholders of The Company. This proposal is an attractive opportunity for your stockholders, and represents a 50% premium to the closing price of $0.16 for the Company's stock today; and nearly a 100% premium over the average sale price for the Company's stock since October 30. The Purchaser has all necessary financing immediately available to complete this acquisition. As of this writing, PCD Investments, LLC, is the Company's largest stockholder and owns approximately 1.2 million shares of PlanetCAD, Inc. common stork representing approximately 10% of the total shares outstanding. We will shortly be filing an amended Schedule 13D with the United States Securities and Exchange Commission disclosing this fact. We and our advisors believe that the Company's unaffiliated stockholders will support this proposal when submitted to them for stockholder approval. As the Company's largest stockholder, we are deeply concerned about several issues regarding the Company's operating performance. Our concerns include the following: a. Despite the expenditure of more than ten million dollars since the sale of the Company's component division to Dassault, meaningful revenues from the PlanetCAD division have failed to materialize. The Company lacks the resources to effectively pursue this opportunity, and is likely to continue to lack such resources in its current public company configuration. b. The Stock has performed far worse than its peers, even in this bear market. In the eighteen months ending November 30, the stock value has declined by 95%. By comparison, the Russell 2000 Index of small company stocks has declined by 3%, and the PSE Technology Index has declined by 32%. Further, the thin trading market provides virtually no liquidity for the Company's large stockholders. c. Despite continued promises of improvement, the Company's net loss in the most recent quarter was $.32 per share, substantially more than the Company's market value. At this rate of loss, the Company will become insolvent by the end of the first quarter of 2002. d. The Company's recent public reporting and accounting compliance difficulties and the organizational cost related to its public status clearly reflect an unnecessary financial and operational burden. These problems, particularly the Company's poor financial performance, explain the low valuation placed on the Company by the public; indeed if stockholders were fully aware of all these (and other) factors, the valuation could be even lower. We believe that our proposal is a superior financial and strategic alternative to the existing status and are prepared to meet with the Company's directors immediately to conclude the definitive agreements required to complete this transaction and to prepare the related stockholder approval materials. Our proposal is based on the information currently available to us and closing is subject to director and stockholder approval, confirmation that your disclosures are complete and accurate and in full compliance with SEC requirements, waiver of any employee change of control agreements, required regulatory or third party approvals, and execution of an acceptable merger agreement. Our recent purchases have represented a substantial portion of the activity in the market for the Company's stock. This program has provided the Company's shareholders with significant price support and liquidity for their shares. Continuation of this purchase program is clearly in the best interests of the Company and its stockholders. Therefore, in conjunction with this proposal, and to facilitate discussions regarding this value-increasing transaction, we request that the Board of Directors immediately approve our purchase of additional shares beyond the 15% threshold. While we may purchase the additional shares even without the board's approval, this approval will allow us and the Company the flexibility to work to increase stockholder value without unnecessary restrictions. For your convenience, we have attached a sample form of board consent. Please be advised that we may at any time seek to acquire more shares either in the public markets, through private transactions, or through a tender offer. Also, if we are unable to quickly reach an agreement on this transaction with you, we may seek changes to the Company's direction or leadership; may seek inclusion of certain stockholder initiatives concerning the governance and operation of the Company in the Company's proxy materials; and may provide independent proxy materials. We are prepared to meet (or teleconference) with the Board of Directors immediately to work toward the conclusion of this business combination. In order to facilitate orderly discussions, we will not publicly disclose this proposal prior to 5pm MST, December 6, 2001. Sincerely, /s/ Eric A. Weissmann Eric A. Weissmann President Attachment cc: Whitney Holmes, Esq. EX-99.2 4 a2065385zex-99_2.txt EXHIBIT 99.2 PLANETCAD INC. PRESS RELEASE PLANETCAD INC. ANNOUNCES REJECTION OF UNSOLICITED OFFER FROM PCD INVESTMENTS, LLC BOULDER, Colo. Dec. 5, 2001--PlanetCAD, Inc. (AMEX: PCD) announced today that it has received and, after review, rejected an unsolicited offer from PCD Investments LLC. Subject to certain terms and conditions, PCD Investments LLC sought the support of the Board of Directors to purchase the outstanding shares of stock of PlanetCAD at a price of $0.24 per share. PCD Investments, LLC is owned by Eric Weissmann and Gary M. Jacobs, both residents of Colorado. The Board viewed the proposal as inadequate and not reflective of PlanetCAD's true value and not in the best interests of PlanetCAD's stockholders. "Our Board is fully committed to acting in the best interests of PlanetCAD's stockholders," said Jim Bracking, PlanetCAD's president and chief executive officer. "Over the last several months, the Board of Directors has conducted an in-depth review of PlanetCAD's strategic options. In light of that review and the Board's analysis of PCD Investments' offer, the Board has concluded that is in the best interests of PlanetCAD's stockholders to pursue PlanetCAD's preexisting business strategy. Although book value does not necessarily reflect market value, the Board noted that the offer by PCD Investments is substantially below PlanetCAD's book value as of September 30, 2001, of approximately $7.3 million. The Board of Directors concluded that PlanetCAD is not for sale and determined not to pursue the expression of interest." About PlanetCAD Inc. PlanetCAD, headquartered in Boulder, Colo., provides Cycle Time Reduction solutions for the manufacturing supply chain. PlanetCAD's award-winning products reduce cycles, costs and waste from design to manufacture by integrating engineering data with supply chain transactions. PlanetCAD's current products include the PrescientQA(TM) design-quality engineering software suite, which reduces costly design errors, accelerates time-to-market, and improves the product development process; and IntraVISION-Registered Trademark-, which enables viewing, markup, measuring and conversion of more than 300 file formats. For more information on PlanetCAD or Cycle Time Reduction, visit www.planetcad.com, or call 888/319-0871. Statements made in this news release that are not historical facts may be forward-looking statements. Actual results may differ materially from those projected in any forward-looking statement. There are a number of important factors that could cause actual results to differ materially from those anticipated by any forward-looking information. A description of risks and uncertainties attendant to PlanetCAD and its industry, and other factors that could affect PlanetCAD's financial results, are included in PlanetCAD's Securities and Exchange Commission filings, including, but not limited to, PlanetCAD's annual report on Form 10-KSB for the year ended December 31, 2000. PlanetCAD, Cycle Time Reduction, PrescientQA, SCS / Envoy, DriveQA, GeometryQA, CertifyQA and AuditQA are trademarks of PlanetCAD Inc. DesignQA is a registered trademark of PlanetCAD Inc. IntraVISION is a registered trademark of Spatial Corp. All other products are trademarks of their respective owners. - ----------------------- CONTACT: PlanetCAD Inc., Boulder Media Only: Rachael Dalton-Taggart, 303/209-9252 Financial Analysts Only: Joy Godesiabois, 303/209-9100 EX-99.3 5 a2065385zex-99_3.txt EXHIBIT 99.3 [PLANETCAD INC. LETTERHEAD] December 5, 2001 Eric A. Wiessmann President PCD Investments LLC 1871 Folsom Street, Suite 106 Boulder, CO 80302 Dear Mr. Weissmann: Our Board of Directors has discussed your unsolicited proposal to purchase all of the outstanding shares of PlanetCAD Inc. at a price of $0.24 per share. After careful deliberation, and in accordance with the Board's fiduciary duties, the Board rejected your proposal, having concluded that it is not in the best interests of PlanetCAD and its stockholders. The Board made this determination after discussing reports from our management and legal advisors. We believe that your proposal is inadequate and not reflective of PlanetCAD's true value. We strongly disagree with the allegations in your December 4, 2001 letter and do not intend to respond to them on a claim by claim basis. We will resist any attempt by PCD Investments, LLC to take the value of PlanetCAD's assets and strategic growth plans from PlanetCAD's stockholders. We are carefully reviewing your letter with our counsel and advisors and may take additional steps to protect our stockholders' interests as warranted. Sincerely, /s/ Jim Bracking Jim Bracking Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----