UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PlanetCAD Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
847246 10 5 (Common Stock)
(CUSIP Number)
Dassault Systemes S.A. Dassault Systemes Corp.
Thibault de Tersant Thibault de Tersant
Executive Vice President Secretary
Finance & Administration 9, Quai Marcel Dassault
9, Quai Marcel Dassault 92150 Suresnes
92150 Suresnes France
France (33-1) 40-99-40-99
(33-1) 40-99-40-99
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Alfred J. Ross, Jr.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
November 14, 2000
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*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 ("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).
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CUSIP No.
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Dassault Systemes S.A.
IRS Identification Number: N/A
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2. Check the Appropriate Box if a Member of a Group
(a) [ ] (b) [ ]
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3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [ ]
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6. Citizenship or Place of Organization
France
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7. Number of Shares Sole Voting Power
Beneficially Owned
By 0
Each
Reporting Person
With
--------------------------------------------------------------------------------
8. Shared Voting Power
1,004,831
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9. Sole Dispositive Power
0
--------------------------------------------------------------------------------
10. Shared Dispositive Power
1,004,831
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,004,831
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 7.96%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
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<PAGE>
CUSIP No. 62940710
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Dassault Systemes Corp.
IRS Identification Number: 56-2134413
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [ ] (b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
7. Number of Shares Sole Voting Power
Beneficially Owned
By 0
Each
Reporting Person
With
--------------------------------------------------------------------------------
8. Shared Voting Power
1,004,831
--------------------------------------------------------------------------------
9. Sole Dispositive Power
0
--------------------------------------------------------------------------------
10. Shared Dispositive Power
1,004,831
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,004,831
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 7.96%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
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Item 1. Security and Issuer
The class of equity securities to which this joint statement
on Schedule 13D relates is the common stock, par value $.01 per share (the
"Common Stock") of PlanetCAD, a Delaware corporation with its principal
executive offices at 2520 55th Street, Suite 200, Boulder, Colorado 80301 (the
"Issuer").
Item 2. Identity and Background
The persons listed in numbers 1 and 2 below are the persons
filing this joint statement.
1. a. Dassault Systemes S.A. ("Dassault"), a societe anonyme
organized under the laws of France.
b. 9, quai Marcel Dassault, 92150 Suresnes, France.
c. Dassault's principal business is developing software.
d. During the last five years, Dassault has not been convicted in
any criminal proceeding.
e. During the last five years, Dassault has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding is
or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Information regarding the directors and executive officers of
Dassault is set forth on Schedule I attached hereto, which Schedule is
incorporated herein by reference. Except as set forth on Schedule I, all of the
directors and executive officers of Dassault are citizens of France. During the
last five years, to the best of the knowledge of Dassault, no person named on
Schedule I has been (a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
2. a. Dassault Systemes Corp. ("DS Corp.") a corporation organized
under the laws of Delaware.
b. 9, quai Marcel Dassault, 92150 Suresnes, France.
c. DS Corp. is a holding corporation and does not have as such
any business activity.
d. During the last five years, DS Corp. has not been convicted
in any criminal proceeding.
e. During the last five years, DS Corp. has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding is
or was subject to a judgment, decree or final order enjoining
future
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<PAGE>
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
DS Corp. is a wholly-owned subsidiary of Dassault. Information
regarding the directors of DS Corp. is set forth on Schedule II attached hereto,
which Schedule is incorporated herein by reference. All of the directors of DS
Corp. are citizens of France. DS Corp. is a wholly owned subsidiary of Dassault
and has no operations. During the last five years, to the best of the knowledge
of DS Corp., no person named on Schedule II has been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On November 14, 2000, DS Corp. purchased 555,556 shares of
Common Stock pursuant to a share purchase agreement by and among the Issuer and
DS Corp. dated as of such date (the "Share Purchase Agreement"), a copy of which
is attached hereto as Exhibit 1 and is incorporated herein by reference.
Dassault paid the purchase price to the Issuer on behalf of DS Corp. from cash
on hand. Pursuant to a purchase agreement, dated as of February 18, 2000, by and
among the Issuer, DS Corp. and certain additional purchasers thereunder (the
"Initial Share Purchase Agreement"), DS Corp. had previously purchased 275,362
shares of Common Stock and a warrant to purchase an additional 173,913 shares of
Common Stock (the "Warrant Shares").
Item 4. Purpose of Transaction
DS Corp. has entered into the Share Purchase Agreement and the
Initial Share Purchase Agreement with the Issuer in order to participate and
invest in the markets in which the Issuer operates and to invest into the
Issuer. A wholly owned subsidiary of DS Corp. purchased from the Issuer certain
assets on November 14, 2000, pursuant to the terms of a purchase agreement (as
described in Item 6 hereof).
Item 5. Interest in Securities of the Issuer
(a) Dassault and DS Corp. are the joint beneficial owners of
1,004,831 shares of Common Stock (including 173,913 Warrant Shares),
representing 7.96% of the voting power of the outstanding Common Stock. The
calculation of the foregoing percentage is based on 12,442,863, the number of
shares of Common Stock outstanding as of November 17, 2000, as set forth in the
Issuer's Form SB-2 Registration Statement filed with the Securities and Exchange
Commission on November 21, 2000 (the "SB-2 Registration Statement").
(b) Dassault and DS Corp. have the shared power to vote or
direct the vote, and the shared power to dispose or direct the disposition, of
1,004,831 shares of Common Stock.
(c) Except as described herein, there have been no
transactions by Dassault or DS Corp. in securities of the Issuer during the past
sixty days.
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(d) No one other than Dassault and DS Corp. 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 (including the Warrant
Shares) purchased by DS Corp.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding of Relationships with
Respect to Securities of the Issuer
The Initial Share Purchase Agreement.
On February 22, 2000, pursuant to the Initial Share Purchase
Agreement, DS Corp. purchased 275,362 shares of Common Stock and a warrant to
purchase an additional 173,913 additional shares of Common Stock for aggregate
consideration of $1,000,0000. The exercise price per Warrant Share is equal to
$6.50. In connection with the Initial Share Purchase Agreement, DS Corp., the
Issuer and the additional purchasers under the Initial Share Purchase Agreement
entered into a registration rights agreement whereby the Issuer agreed to
register the shares purchased pursuant to the Initial Share Purchase Agreement
under the Securities Act of 1933, as amended, and the rules and regulations
thereunder. In connection therewith the Issuer filed the SB-2 Registration
Statement.
The Share Purchase Agreement
On November 14, 2000, the Issuer and DS Corp. entered into the
Share Purchase Agreement and purchased an additional 555,556 shares of Common
Stock for aggregate consideration of $2,000,0000. The Share Purchase Agreement
contains a standstill provision pursuant to which DS Corp. is, during a period
of one year following the closing of the Stock Purchase Agreement, to refrain
from purchasing additional shares of Common Stock without the prior approval of
the board of directors of the Issuer.
The Purchase Agreement
On July 4, 2000, DS Corp., the Issuer and Spatial Components,
LLC, a wholly owned subsidiary of the Issuer, entered into a purchase agreement
pursuant to which the Issuer was to sell to DS Corp., or an affiliate thereof,
its components business (the "Purchase Agreement"). The Purchase Agreement was
amended on September 2, 2000, to provide for registration rights similar to
those provided for in connection with the Initial Share Purchase Agreement. A
copy of the Purchase Agreement and of the amendment are attached hereto as
Exhibit 2 and are incorporated herein by reference. The shares purchased
pursuant to the Share Purchase Agreement, were included in the SB-2 Registration
Statement. The transactions contemplated by the Purchase Agreement closed on
November 14, 2000.
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<PAGE>
Item 7. Material to be Filed as Exhibits
Exhibit 1 The Share Purchase Agreement
Exhibit 2 The Purchase Agreement, as amended.
Exhibit 3 The Joint Filing Agreement
All material to be filed as exhibits to this Schedule 13D are attached hereto.
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<PAGE>
After due 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.
Dated: December 14, 2000
Dassault Systemes S.A.
By: /s/ Thibault de Tersant
---------------------------------
Name: Thibault Tersant
Title: Executive Vice-President
Finance & Administration
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After due 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.
Dated: December 14, 20000
Dassault Systemes Corp.
By: /s/ Thibault de Tersant
----------------------------------
Name: Thibault de Tersant
Title: Secretary
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Schedule I
<TABLE>
<CAPTION>
Directors and Executive Officers of Dassault Systemes S.A.
1. Board of Directors
------------------
<S> <C>
Charles Edelstenne Francis Bernard
Chairman and Chief Executive Executive committee Advisor
Officer for Dassault Systemes S.A.
Dassault Systemes S.A. Dassault Systemes S.A.
9, Quai Marcel Dassault 9, Quai Marcel Dassault
92150 Suresnes 92150 Suresnes
France France
Paul Brown (1) Bernard Charles
Chairman of the Department of President
Accounting, Taxation, and Business Law Dassault Systemes S.A.
New York University 9, Quai Marcel Dassault
Leonard N. Stern School of Business 92150 Suresnes
40 West 4th Street, Tisch 431 France
New York, NY 10012 (USA)
Laurent Dassault Christian Decaix
General Manager of Dassault Executive Vice President Social
Investissements and Industrial Operations of
Dassault Investissements Dassault Aviation
9 Rond-Point des Champs-Elysees - Marcel Dassault Aviation
Dassault 9 Rond-Point des Champs-
75008 Paris Elysees - Marcel Dassault
France 75008 Paris
France
Jacques-Louis Lions Loik Segalen
Professeur, College de France Vice President
Dassault Aviation Economic and Financial
9 Rond-Point des Champs-Elysees - Marcel Affairs of Dassault Aviation
Dassault Dassault Aviation
75008 Paris 9 Rond-Point des Champs-Elysees -
France Marcel Dassault
75008 Paris
France
</TABLE>
--------
(1) Mr. Brown is a citizen of the U.S.A.
<PAGE>
Thibault de Tersant
Executive Vice President
Finance and Administration
Dassault Systemes S.A.
9, Quai Marcel Dassault
92150 Suresnes
France
<PAGE>
2. Executive Directors
-------------------
<TABLE>
<CAPTION>
<S> <C>
Charles Edelstenne Bernard Charles
Chairman and Chief Executive President
Officer Dassault Systemes S.A.
Dassault Systemes S.A. 9, Quai Marcel Dassault
9, Quai Marcel Dassault 92150 Suresnes
92150 Suresnes France
France
Thibault de Tersant Etienne Droit
Executive Vice President Sales and Marketing for the Digital
Finance and Administration Enterprise
Dassault Systemes S.A. Dassault Systemes S.A.
9, Quai Marcel Dassault 9, Quai Marcel Dassault
92150 Suresnes 92150 Suresnes
France France
Bruno Latchague Dominique Florack
Executive Vice President Executive Vice President
Research and Development Research and Development
Dassault Systemes S.A. Dassault Systemes S.A.
9, Quai Marcel Dassault 9, Quai Marcel Dassault
92150 Suresnes 92150 Suresnes
France France
Philippe Forestier Mike Payne (3)
Executive Vice President Executive Vice President of Technology
Sales and Marketing for SME Dassault Systemes S.A.
Dassault Systemes S.A. 9, Quai Marcel Dassault
9, Quai Marcel Dassault 92150 Suresnes
92150 Suresnes France
France
Jon Hirschtick (2) Joel Lemke (2)
Chief Executive Office of Chief Executive Office of Enovia
SolidWorks Enovia Corp.
SolidWorks Corporation 10926 David Taylor Drive, Suite 300
300 Baker Avenue Ext. University Research Park
Concord, MA 01742 (USA) Two Resource Square
Charlotte, NC 28262 (USA)
</TABLE>
--------
(2) Messrs. Hirschtick and Lemke are citizens of the U.S.A.
(3) Mr. Payne is a citizen of the United Kingdom and the U.S.A.
<PAGE>
Schedule II
<TABLE>
<CAPTION>
Directors and officers of Dassault Systemes Corp.
-------------------------------------------------
1. Board of Directors
------------------
<S> <C>
Charles Edelstenne Bernard Charles
Chairman and Chief Executive President
Officer Dassault Systemes S.A.
Dassault Systemes S.A. 9, Quai Marcel Dassault
9, Quai Marcel Dassault 92150 Suresnes
92150 Suresnes France
France
Thibault de Tersant
Executive Vice President
Finance and Administration
Dassault Systemes S.A.
9, Quai Marcel Dassault
92150 Suresnes
France
2. Executive Directors
-------------------
Charles Edelstenne Thibault de Tersant
Chairman and Chief Executive Executive Vice President
Officer Finance and Administration
Dassault Systemes S.A. Dassault Systemes S.A.
9, Quai Marcel Dassault 9, Quai Marcel Dassault
92150 Suresnes 92150 Suresnes
France France
</TABLE>
