SC 13D/A 1 d94196a4sc13da.txt AMENDMENT NO. 4 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 4) PlanetCAD Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share -------------------------------------------------------------------------------- (Title of Class of Securities) 847246105 -------------------------------------------------------------------------------- (CUSIP Number) Eric Weissmann PCD Investments, LLC 1871 Folsom Street, Suite 106 Boulder, Colorado 80302 303-526-7636 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 8, 2002 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. ---------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) ------------------- ---------------------- CUSIP No.847246105 13D Page 2 of 9 Pages ------------------- ---------------------- -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PCD INVESTMENTS, LLC I.D. NO. 84-1607522 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION COLORADO, UNITED STATES -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 1,849,509 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 1,849,509 REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,849,509 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ------------------- ---------------------- CUSIP No.847246105 13D Page 3 of 9 Pages ------------------- ---------------------- -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GARY M. JACOBS -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 1,849,509 OWNED BY ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 1,849,509 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,849,509 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ------------------- ---------------------- CUSIP No.847246105 13D Page 4 of 9 Pages ------------------- ---------------------- -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ERIC A. WEISSMANN -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 1,849,509 OWNED BY ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 1,849,509 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,849,509 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ------------------- ---------------------- CUSIP No.847246105 13D Page 5 of 9 Pages ------------------- ---------------------- ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Amendment No. 4 to the joint statement on Schedule 13D relates is the common stock, par value $0.01 per share (the "Common Stock") of PlanetCAD Inc. (the "Issuer"), a Delaware corporation with its principal executive offices at 2520 55th Street, Suite 200, Boulder, Colorado 80301. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is being filed by (i) PCD Investments, LLC ("PCD Investments") as the direct beneficial owner of the Common Stock, (ii) Gary M. Jacobs ("Jacobs") as a managing director of, and owner of equity interests in, PCD Investments and (iii) Eric A. Weissmann ("Weissmann") as a managing director of, and owner of equity interests in, PCD Investments. Weissmann and Jacobs collectively own 100% of the equity interests of PCD Investments. Jacobs, Weissmann and PCD Investments are collectively referred to as the "Reporting Persons"). (b) The business address of the Reporting Persons is 1871 Folsom Street, Suite 106, Boulder, Colorado 80302. (c) PCD Investments principal business is participating in investment activities. Jacobs is a managing director of PCD Investments, 1871 Folsom Street, Suite 106, Boulder, Colorado 80302. Weissmann is a managing director and the president of PCD Investments, 1871 Folsom Street, Suite 106, Boulder, Colorado 80302. In addition to these activities, Weissmann and Jacobs also conduct other independent business activities. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding. (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgement, decree or final order enjoining future violations of or prohibiting or mandating activity subject to Federal or State securities laws or finding any violation with respect to such laws. (f) PCD Investments is a Colorado limited liability company. Jacobs and Weissmann are both citizens of the United States of America. ------------------- ---------------------- CUSIP No.847246105 13D Page 6 of 9 Pages ------------------- ---------------------- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source of the funds used in acquiring the shares of Common Stock was working capital of PCD Investments. ITEM 4. PURPOSE OF TRANSACTION. The primary purpose of PCD Investments' acquisition of shares of Common Stock was as a strategic financial investment. Depending upon the Issuer's future development and performance, and upon PCD Investments' future strategic decisions, PCD Investments may from time to time purchase or sell shares of Common Stock to increase or decrease its holdings in the Issuer. In addition, in conjunction with its holdings of Common Stock, PCD Investments may from time to time hold, and has in the past held, discussions with management, directors, shareholders and other interested parties on the Issuer's future strategy and direction. In mid- January, 2002, Jacobs and Weissmann met with certain members of the board of directors of the Issuer to discuss publicly-available information regarding the Issuer, including its products, product development and product strategy. In addition, Jacobs and Weissmann have recently discussed with certain members of the board of directors of the Issuer the conceptual basis for a possible business transaction involving the Issuer and plan on having one or more additional meetings or conversations with members of the board of directors of the Issuer and the Chief Executive Officer of the Issuer in the next several days to discuss both the conceptual basis for such possible business transaction and other general business issues of the Issuer. The outcome of one or more of these discussion may include or relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. PCD Investments has in the past held discussions with a small number of shareholders in an effort to privately purchase their shares of Common Stock. PCD Investments considered structuring these potential private purchases as cash transactions, note transactions, profit-sharing transactions or some other type of contingent payment transactions. Other alternatives to direct purchases were also considered by PCD Investments such as obtaining rights of first refusal to purchase shares of Common Stock, obtaining an economic interest in Common Stock held by a third-party shareholder or obtaining voting rights with respect to certain shares of Common Stock. However, none of such potential transactions were consummated except for a single cash purchase of Common Stock. Presently, PCD Investments does not have outstanding any privately-negotiated offers to purchase shares of Common Stock or otherwise obtain rights with respect thereto, but may make or negotiate such offers in the future. In addition, PCD Investments may also take a position or make a proposal with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing shareholder value. PCD Investments may also initiate or actively participate in any efforts to bring about such changes. Any such discussions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. On December 4, 2001, PCD Investments presented an offer to the board of directors of ------------------- ---------------------- CUSIP No.847246105 13D Page 7 of 9 Pages ------------------- ---------------------- the Issuer to acquire all of the shares of stock of the Issuer at a purchase price of $0.24 per share. A copy of PCD Investments' offer letter is attached to this filing as Exhibit 2. This offer was rejected by the Issuer's board of directors. PCD Investments has requested that the Issuer retain a financial advisor to review various aspects of the Issuer's business, including evaluating PCD Investments' offer to purchase all of the shares of stock of the Issuer. The Issuer has indicated that it may take steps to protect stockholder's interests. In the event PCD Investments feels that any such steps, if taken, would not protect but would harm stockholder's interests, PCD Investments may oppose such steps or changes. On December 7, 2001, PCD Investments sent a letter to the Issuer responding to its prior rejection of PCD Investments' offer. A copy of such letter is attached to this filing as Exhibit 3. In response to any Issuer initiated steps to allegedly protect stockholder's interests, PCD Investments may take or support an action relating to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Except as described in this Item 4, none of the Reporting Persons has any present plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D, although as a significant stockholder of the Issuer, the Reporting Persons may, from time to time, consider one or more of such actions. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) PCD Investments is the direct beneficial owner of 1,849,509 shares of Common Stock, representing approximately 14.88% of the voting power of the outstanding Common Stock based upon 12,427,696 shares of Common Stock outstanding as of November 12, 2001, as set forth in the Issuer's 10-QSB filed on November 14, 2001. By virtue of the relationships described under Item 2 of this Statement, Jacobs and Weissmann may be deemed to share indirect beneficial ownership of the shares of Common Stock directly owned by PCD Investments. (b) PCD Investments has the power to vote or direct the vote, and the power to dispose or direct the disposition, of 1,849,509 shares of Common Stock. By virtue of the relationships described in Item 2, Jacobs and Weissmann may be deemed to have the indirect power to vote or direct the vote, and the power to dispose of or direct the disposition, of the shares of Common Stock held by PCD Investments. (c) The following transactions in the Issuer's securities have occurred by PCD Investments since its most recent filed amendment to Schedule 13D all of which purchases were effected on the American Stock Exchange.
Date Amount of Shares Approximate Price Per Share ($) ---- ---------------- ------------------------------- 02/04/2002 56,000 0.19 02/05/2002 13,500 0.19 02/07/2002 5,000 0.19 02/08/2002 20,000 0.19
------------------- ---------------------- CUSIP No.847246105 13D Page 8 of 9 Pages ------------------- ---------------------- 02/08/2002 50,000 0.18 02/11/2002 5,000 0.19 02/12/2002 5,000 0.19
(d) No one other than PCD Investments is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by it. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Other than as set forth above, none of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to the securities of the Issuer, including, but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loans or operating arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Agreement of the Reporting Persons to the filing of this Statement on behalf of each of them. Exhibit 2 Letter to the Issuer's Board of Directors from PCD Investments dated December 4, 2001 relating to proposed acquisition of outstanding shares of the Issuer. Exhibit 3 Letter to the Issuer from PCD Investments dated December 7, 2001. -------------------- ---------------------- CUSIP No. 847246105 13D Page 9 of 9 Pages -------------------- ---------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 12, 2002 PCD INVESTMENTS, LLC By: /s/ Eric A. Weissmann ------------------------------------ Eric A. Weissmann, President /s/ Gary M. Jacobs --------------------------------------- Gary M. Jacobs /s/ Eric A. Weissmann --------------------------------------- Eric A. Weissmann INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- Exhibit 1 Agreement of the Reporting Persons to the filing of this Statement on behalf of each of them. Exhibit 2 Letter to the Issuer's Board of Directors from PCD Investments dated December 4, 2001 relating to proposed acquisition of outstanding shares of the Issuer. Exhibit 3 Letter to the Issuer from PCD Investments dated December 7, 2001.