3D SYSTEMS CORP false 0000910638 0000910638 2024-03-11 2024-03-11

 

 

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): March 11, 2024

 

 

3D SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34220   95-4431352

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

333 Three D Systems Circle

Rock Hill, South Carolina 29730

(Address of Principal Executive Offices) (Zip Code)

(803) 326-3900

(Registrant’s telephone number, including area code)

N/A

(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

Common stock, par value $0.001 per share   DDD   New York Stock Exchange

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. ☐

 

 

 


Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 11, 2024, 3D Systems Corporation (the “Company”) filed a Current Report on Form 8-K disclosing that Menno Ellis’s role and position with the Company as Executive Vice President, Health Care Solutions would be eliminated, effective March 15, 2024. To support leadership transition, the Company and Mr. Ellis have agreed to extend Mr. Ellis’s date of separation to April 30, 2024.

 

Item 8.01.

Other Events.

As previously disclosed in the Form 12b-25 filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 29, 2024, the Company was unable to complete its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”) within the prescribed period without unreasonable effort or expense to the Company. Although the Company continues to diligently work to complete the necessary work related to its financial reporting procedures, the Company no longer anticipates that it will be able to file its Form 10-K within the 15-day extension period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended. The Company will file the Form 10-K as soon as reasonably practicable.

Although the Company’s financial reporting procedures remain ongoing, there are no anticipated changes to the financial results for the fourth quarter and full year ended December 31, 2023, furnished by the Company with its Current Report on Form 8-K, dated February 27, 2024. Additionally, there are no anticipated restatements of the Company’s past financial statements.

Forward-Looking Statements

Certain statements made in this Current Report on Form 8-K that are not statements of historical or current facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the Company’s anticipated filing of the Form 10-K. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from historical results or from any future results or projections expressed or implied by such forward-looking statements. In many cases, forward looking statements can be identified by terms such as “believes,” “belief,” “expects,” “may,” “will,” “estimates,” “intends,” “anticipates” or “plans” or the negative of these terms or other comparable terminology. Forward-looking statements are based upon management’s beliefs, assumptions and current expectations and may include comments as to the Company’s beliefs and expectations as to future events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the control of the Company. The factors described under the headings “Forward-Looking Statements” and “Risk Factors” in the Company’s periodic filings with the SEC, as well as other factors, could cause actual results to differ materially from those reflected or predicted in forward-looking statements. Although management believes that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements are not, and should not be relied upon as a guarantee of future performance or results, nor will they necessarily prove to be accurate indications of the


times at which such performance or results will be achieved. The forward-looking statements included are made only as the date of the statement. The Company 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.


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: March 11, 2024     By:  

/s/ Jeffrey A. Creech

      Jeffrey A. Creech
      Executive Vice President and Chief Financial Officer
v3.24.0.1
Document and Entity Information
Mar. 11, 2024
Cover [Abstract]  
Entity Registrant Name 3D SYSTEMS CORP
Amendment Flag false
Entity Central Index Key 0000910638
Document Type 8-K
Document Period End Date Mar. 11, 2024
Entity Incorporation State Country Code DE
Entity File Number 001-34220
Entity Tax Identification Number 95-4431352
Entity Address, Address Line One 333 Three D Systems Circle
Entity Address, City or Town Rock Hill
Entity Address, State or Province SC
Entity Address, Postal Zip Code 29730
City Area Code (803)
Local Phone Number 326-3900
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common stock, par value $0.001 per share
Trading Symbol DDD
Security Exchange Name NYSE
Entity Emerging Growth Company false

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