Form 8-K - Current report

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): November 27, 2023

FATHOM DIGITAL MANUFACTURING CORPORATION

(Exact name of registrant as specified in its charter)



Delaware	001-39994	40-0023833
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1050 Walnut Ridge Drive

Hartland, WI 53029

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (262) 367-8254

Not Applicable

(Former name or former address, if changed since last report)

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:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	FATH	NYSE

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). ☒

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. ☐

er next two years Expanded mid-volume production of existing program $1.7 million in 2021; expect $4-$8 million in 2022 orders Prototype with mid-volume production follow-on $4.5 million over three-month period New cross-sell of sheet metal low-volume production $450k in 2021; expect over $1.5 million in 2022 orders Prototype & low-volume production Global healthcare company Global semiconductor company Disruptive electric vehicle manufacturer Global leader in mobile robotics 1 2 3 4 5 6 Global leader in gas measurement instruments and technologies Leading subsea technology company $550K production order Expansion to higher volume production of existing program New Strategic Accounts Existing Strategic Accounts

Statement (preliminary unaudited) Repor


Item 8.01.	Other Events.

On November 27, 2023, Fathom Digital Manufacturing Corporation (the “Company”) announced that it received a non-binding proposal from CORE Industrial Partners, LLC on behalf of itself and its affiliated investment vehicles (collectively, the “CORE Funds”), to acquire all of the Company’s outstanding shares of Class A common stock and Class B common stock that the CORE Funds do not already own for $4.50 in cash per share, as described in the press release attached hereto as Exhibit 99.1, which is incorporated by reference into this Item 8.01.


Item 9.01.	Financial Statement and Exhibits

(d) Exhibits.


Exhibit Number		Description

99.1		Press Release dated November 27, 2023 (filed herewith)
104		Cover Page Interactive Data File (formatted as inline XBRL document)

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.



FATHOM DIGITAL MANUFACTURING CORPORATION

By:		/s/ Mark Frost
Name:		Mark Frost
Title:		Chief Financial Officer

Date: November 27, 2023

Exhibit 99.1

Fathom Digital Manufacturing

Corporation Receives Non-Binding Acquisition Proposal

From CORE Industrial Partners

HARTLAND, Wis., November 27, 2023 -- Fathom Digital Manufacturing Corp. (NYSE: FATH), an industry leader in on-demand digital manufacturing services, today announced that it has received a non-binding proposal from CORE Industrial Partners, LLC on behalf of itself and its affiliated investment vehicles, (collectively, the "CORE Funds”), to acquire all of the Company's outstanding shares of Class A Common Stock and Class B Common Stock that they do not already own for $4.50 cash per share. The non-binding proposal states that as of November 22, 2023, the CORE Funds collectively owned shares of Class A Common Stock and Class B Common Stock representing approximately 63% of the Company’s outstanding voting power.

The board of directors of the Company (the "Board") previously formed a special committee of independent directors (the "Special Committee") to evaluate and consider any potential or actual transaction proposal from the CORE Funds and any other alternative proposals or other strategic alternatives that may be available to the Company. The Special Committee is comprised of Messrs. Adam DeWitt, David Fisher and Peter Leemputte.

The Company understands that the Special Committee is reviewing the proposal from the CORE Funds, has not made any decisions with respect to its response to the proposal and has not set a definitive timetable for the completion of its evaluation of the proposal. There can be no assurance that any definitive agreement will result from the proposal submitted by the CORE Funds or that any transaction will be consummated. The Company and the Special Committee do not intend to comment further about this proposal unless and until they deem that further disclosure is appropriate.

A copy of CORE's proposal letter, dated November 22, 2023, is available as an exhibit to CORE's statement of beneficial ownership on Schedule 13D/ A as publicly filed with the United States Securities and Exchange Commission.

About Fathom Digital Manufacturing

Fathom is one of the largest on-demand digital manufacturing platforms in North America, serving the comprehensive product development and low- to mid-volume manufacturing needs of some of the largest and most innovative companies in the world. With more than 25 quick turn manufacturing processes combined with an extensive national footprint, Fathom seamlessly blends in-house capabilities across plastic and metal additive technologies, CNC machining, injection molding and tooling, sheet metal fabrication, design and engineering, and more. Fathom has more than 35 years of industry experience and is at the forefront of the Industry 4.0 digital manufacturing revolution, serving clients in the technology, defense, aerospace, medical, automotive, IOT sectors, and others. Fathom's certifications include: ITAR Registered, ISO 9001:2015 Design Certified, ISO 9001:2015, ISO 13485:2016, AS9100:2016, and NIST 800-171. To learn more, visit https://fathommfg.com/.

Forward-Looking Statements
Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as “estimates,” “projects,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “should,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of Fathom Digital Manufacturing Corporation (“Fathom”) that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability to recognize the anticipated benefits of our business combination with Altimar Acquisition Corp. II; changes in

AmericasActive:19290848.2

Exhibit 99.1

general economic conditions, including as a result of the COVID-19 pandemic or any future outbreaks of other highly infectious or contagious disease; the implementation of our optimization plan could result in greater costs and fewer benefits than we anticipate; the outcome of litigation related to or arising out of the business combination, or any adverse developments therein or delays or costs resulting therefrom; the ability to meet the New York Stock Exchange’s listing standards following the consummation of the business combination; costs related to the business combination and additional factors discussed in Fathom’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2023, as amended on May 1, 2023, as well as Fathom’s other filings with the SEC. If any of the risks described above materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by our forward-looking statements. There may be additional risks that Fathom does not presently know or that Fathom currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Fathom’s expectations, plans or forecasts of future events and views as of the date of this press release. These forward-looking statements should not be relied upon as representing Fathom’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. Fathom undertakes no obligation to update or revise any forward-looking statements made by management or on its behalf whether as a result of future developments, subsequent events or circumstances or otherwise, except as required by law.

Contact:

Vanessa Winter, Vice President, Ellipsis

Investor Relations

Fathom Digital Manufacturing

investors@fathommfg.com

AmericasActive:19290848.2

Document and Entity Information	Nov. 27, 2023
Document And Entity Information [Line Items]
Entity Registrant Name	FATHOM DIGITAL MANUFACTURING CORPORATION
Amendment Flag	false
Entity Central Index Key	0001836176
Document Type	8-K
Document Period End Date	Nov. 27, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-39994
Entity Tax Identification Number	40-0023833
Entity Address, Address Line One	1050 Walnut Ridge Drive
Entity Address, City or Town	Hartland
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53029
City Area Code	262
Local Phone Number	367-8254
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A common stock, par value $0.0001 per share
Trading Symbol	FATH
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false