UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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In connection with the proposed offering of senior convertible notes, 3D Systems Corporation (the “Company”) provided the disclosure attached as Exhibit 99.1 for the purpose of supplementing and updating disclosures contained in the Company’s prior filings with the Securities and Exchange Commission.
The information in this Item 7.01 (and in the related disclosure) shall not be deemed “filed” with the Securities and Exchange Commission for purposes of the Securities Exchange Act of 1934, as amended, nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”).
On November 10, 2021, the Company issued a press release announcing its intention, subject to market and other conditions, to offer $350 million in aggregate principal amount of convertible senior notes due 2026 (the “Notes”) in a private debt offering pursuant to an exemption from the registration requirements of the Securities Act.
The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act. The Notes and the Company’s common stock issuable in certain circumstances upon conversion of the Notes (the “Common Stock”) will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The press release announcing the private debt offering was issued in accordance with Rule 135c under the Securities Act. A copy of the press release announcing the offering of the Notes is attached as Exhibit 99.2 and incorporated by reference into this Item 8.01.
This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the Notes, the Common Stock or any other securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offer of the Notes would be made only by means of a confidential offering memorandum.
Exhibits
| 99.1 | Disclosure made by 3D Systems Corporation on November 10, 2021. | |||
| 99.2 | Press release issued on November 10, 2021. | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| 3D SYSTEMS CORPORATION | ||
| Date: November 10, 2021 | By: | /s/ Andrew M. Johnson |
| Andrew M. Johnson | ||
| Executive Vice President, Chief Legal Officer and Secretary | ||