8-K

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                       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 18, 2000


                                 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
                                 (303) 209-9100
          (Address of Principal Executive Offices, including zip code,
                   and telephone number, including area code)


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ITEM 5.  OTHER EVENTS.

         On December 18, 2000, PlanetCAD Inc. ("PlanetCAD") announced the
resignation, effective immediately, of its President and Chief Executive
Officer, R. Bruce Morgan, and the appointment by the board of directors of James
Bracking as PlanetCAD's successor President and Chief Executive Officer. Certain
biographical and other information about Mr. Bracking is provided in PlanetCAD's
December 18, 2000 press release, a conformed copy of which is attached as an
exhibit. Mr. Bracking's employment with PlanetCAD begins December 18, 2000.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits.

99.1     Press release of PlanetCAD dated December 18, 2000.


                                   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 18, 2000                      By: /s/ Elizabeth Rescigno
     -------------------------                     -----------------------------
                                                Name:  Elizabeth Rescigno
                                                Title:  Chief Financial Officer


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                                  EXHIBIT INDEX



Exhibit
Number            Description
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99.1              Press release of PlanetCAD dated December 18, 2000.

EX-99.1

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                                                                    EXHIBIT 99.1

PRESS RELEASE

            PLANETCAD ANNOUNCES APPOINTMENT OF NEW PRESIDENT AND CEO

      Jim Bracking Brings Strong Track Record in High Technology Companies
                                  to PlanetCAD

BOULDER, Colo.--(BUSINESS WIRE)--Dec. 18, 2000--PlanetCAD Inc. (AMEX:PCD -
news), the world's leading developer of Web-hosted engineering application
services and interoperability solutions for the manufacturing supply chain,
today announced the appointment of Mr. James Bracking as president and CEO.

The appointment of Mr. Bracking follows the completion by the company of the
sale of its Component Software Division to Spatial Corp., an indirect, wholly
owned subsidiary of Dassault Systemes (Nasdaq:DASTY - news), in November, and
the subsequent focus by the Company on providing both the Web infrastructure and
services for enhancing the value of engineering data throughout the
manufacturing supply chain.

"Jim Bracking has established an extensive track record in the management and
growth of high technology companies," said Richard Sowar, PlanetCAD's Chairman
and chief technical officer. "With the significant changes at PlanetCAD over the
past year, we view ourselves as a new company with the advantages of proven
enterprise and Internet products, strong customer and partner relationships and
significant funding for future growth. We believe this is the right time to
appoint an executive with the strong operational background in entrepreneurial
high technology companies that Jim possesses."

The Company also announced the resignation of R. Bruce Morgan as President and
CEO effective immediately. Mr. Morgan will continue to provide consulting
services to the Company for a transitional period.

"We are very appreciative of the many contributions Bruce has made to the
Company over the past 3-1/2 years, and especially his work in building
PlanetCAD," Sowar said. "He has helped position PlanetCAD as a significant
player in the growing market for Web-based manufacturing supply chain solutions
and as an infrastructure supplier for private enterprise exchanges. We
appreciate his continuing commitment to the success of PlanetCAD."

About PlanetCAD Inc.

PlanetCAD develops and delivers Web-hosted and enterprise-based application
services and e-commerce sites for streamlining engineering data interchange
throughout the digital manufacturing supply chain. PlanetCAD's application
services include: the PrescientQA(R) design-quality engineering software suite,
which reduces costly design errors, accelerates time-to-market and improves the
product development process; 3Dshare.com(TM) (www.3dshare.com), which provides
online translation and repair of 3D CAD models to streamline the flow of
engineering data between organizations regardless of installed CAD systems;
Bits2PARTS(TM) (www.bits2parts.com), an e-commerce service that streamlines the
communication and data transmission process between manufacturers and rapid
prototyping service bureaus across the Web; and IntraVISION(R), which enables
viewing, markup, measuring and converting of more than 300 CAD file formats over
the Internet without downloading.

PlanetCAD is headquartered in Boulder, Colo. and has offices in Boston and the
United Kingdom. For more information, 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 Inc. and its industry, and other factors
which 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, 1999.

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PlanetCAD, 3Dshare.com, Bits2Parts, and PlanetCAD Connect are trademarks of
PlanetCAD Inc. Prescient QA is a registered trademark of PlanetCAD Inc.
IntraVISION is a registered trademark of Spatial Corp. All other products are
trademarks of their respective owners.

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Contact:

     PlanetCAD
     Rachael Dalton-Taggart, PR Director, 303/544-2986
     rachael.taggart@planetcad.com
      or
     PlanetCAD Public Relations
     Matt Otepka, Metzger Associates, 303/786-7000
     matt@metzger.com
      or
     PlanetCAD UK Public Relations
     David Allen, Practical PR, 44 (0) 207-328-1991
     practicalpr@cix.co.uk
      or
     PlanetCAD Investor Relations
     Geoff High, Pfeiffer Public Relations, 303/393-7044
     geoff@pfeifferpr.com