Current Report Filing (8-k)
August 19 2019 - 5:01PM
Edgar (US Regulatory)
0000910638
False
0000910638
2019-08-15
2019-08-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
August 15, 2019
_______________________________
3D SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
_______________________________
Delaware
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001-34220
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95-4431352
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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333 Three D Systems Circle
Rock Hill
,
South Carolina
29730
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (
803
)
326-3900
_______________________________
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common stock, par value $0.001 per share
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DDD
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The New York Stock Exchange
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On August 19, 2019, 3D Systems Corporation
(the “Company”) announced the appointment of Mr. Todd A. Booth as the Company’s Executive Vice President and
Chief Financial Officer, effective September 3, 2019. Mr. Booth will succeed Mr. John N. McMullen, who announced his intention
to retire as Executive Vice President and Chief Financial Officer of the Company in March. Mr. McMullen will remain
with the Company through September 17, 2019 to provide transitional support.
Mr. Booth, age 48, previously served as
Chief Operating Officer and Chief Financial Officer of Teledyne Marine, a division of Teledyne Technologies Incorporated, from
March 2016 through August 2019. Prior to joining Teledyne Marine, Mr. Booth worked at Vallourec USA, a division of Vallourec S.A.,
the leader in manufacturing of premium tubular solutions, as Vice President and Chief Financial Officer and North American Treasurer
from February 2011 through March 2016. Over his career spanning more than 20 years, Mr. Booth has held a broad range of senior
finance roles in various publicly-traded companies engaged in markets ranging from energy, industrial automation equipment, software,
vehicle electronics, and transportation components. These companies included Delphi, Ernst & Young, KPMG, Rockwell Automation,
and Vasco Data Security.
In connection with his appointment, the
Company entered into an employment agreement with Mr. Booth (the “Employment Agreement”) pursuant to which he will
serve as the Company’s Executive Vice President and Chief Financial Officer. Under the terms of the Employment Agreement,
which the Compensation Committee of the Board recommended and the Board approved, Mr. Booth will receive the following compensation:
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·
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a base salary of $475,000 per annum, which will be pro-rated for 2019;
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·
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a bonus objective equal to 50% of Mr. Booth’s base salary, which will be pro-rated for 2019, subject to the terms of
the Company’s annual incentive compensation program;
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·
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a signing bonus of $75,000;
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·
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a restricted stock award for 100,000 shares of the Company’s common stock (“Common Stock”), pursuant to the
2015 Incentive Plan of the Company (the “Plan”), that vest in equal installments on each of the first, second and third
anniversaries of the Effective Date of the Employment Agreement, subject to Mr. Booth’s continued employment;
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The Employment Agreement has an initial
two-year term that automatically renews for additional 12-month terms, unless terminated by either party.
The foregoing descriptions of the Employment
Agreement is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
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Item 7.01
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Regulation FD Disclosure.
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On August 19, 2019, the Company issued a
press release announcing Mr. Booth’s appointment as Executive Vice President and Chief Financial Officer. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2
of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
section. The information in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing
or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference
in such filing or document.
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Item 9.01
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Financial Statement and Exhibits.
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(d) Exhibits.
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.
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3D SYSTEMS CORPORATION
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Date: August 19, 2019
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/s/ ANDREW M. JOHNSON
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(Signature)
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Name:
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Andrew M. Johnson
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Title:
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Executive Vice President, Chief Legal Officer and Secretary
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