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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 14, 2000
PLANETCAD INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-288-42 84-1035353
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No)
2520 55TH STREET, SUITE 200
BOULDER, COLORADO 80301
(303) 209-9100
(Address of Principal Executive Offices
and telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On November 14, 2000, PlanetCAD Inc., a Delaware corporation
("PlanetCAD" or the "Company"), completed the sale of its component software
division to Spatial Corp. ("Spatial Corp."), a wholly owned subsidiary of
Dassault Systemes Corp., a Delaware corporation ("Dassault"). The sale was
effected pursuant to a Purchase Agreement dated July 4, 2000, and amended on
September 2, 2000, by and among PlanetCAD, Spatial Components, LLC, a Delaware
limited liability company ("Spatial LLC"), and Dassault (the "Purchase
Agreement"), pursuant to which PlanetCAD formed Spatial LLC as a wholly owned
subsidiary and capitalized Spatial LLC with all of the assets and certain of the
liabilities of the component software division. Upon the closing of the sale
under the Purchase Agreement, PlanetCAD transferred to Spatial Corp., the
assignee of Dassault under the Purchase Agreement, 100% of the membership
interests in Spatial LLC, upon which Spatial LLC became a wholly owned
subsidiary of Spatial Corp. PlanetCAD and Dassault Systemes S.A., the parent
company of Dassault, have also entered into certain intellectual property
agreements, identified below, which agreements include various license, services
and co-branding agreements.
As an inducement to PlanetCAD to enter into the Agreement, Dassault
agreed to make a $2.0 million investment in PlanetCAD in exchange for 555,556
shares of PlanetCAD's common stock pursuant to a Share Purchase Agreement, dated
as of November 14, 2000 (the "Share Purchase Agreement"), a conformed copy of
which is filed as an exhibit hereto. The shares of PlanetCAD's common stock
issued to Dassault under the Share Purchase Agreement carry the same rights as
the outstanding shares of PlanetCAD's common stock held by its existing
stockholders. As a result of the sale, Dassault and Dassault Systemes own, in
the aggregate (including exercise in full of all outstanding warrants to acquire
shares of common stock of PlanetCAD owned by Dassault Systemes), 1,004,831
shares of PlanetCAD's common stock. The Share Purchase Agreement provides
Dassault with registration rights, including "piggy-back" registration rights,
which would be triggered if, during the period of time that Dassault holds
shares of PlanetCAD's common stock subject to the registration rights, PlanetCAD
files a registration statement with the SEC offering for its own account or for
the account of stockholders.
In September 2000, Dassault made a loan to PlanetCAD for $2 million of
the purchase price for the sale of the component software business in advance of
the closing of the transaction. In November 2000, Dassault loaned an additional
$2 million of the purchase price to PlanetCAD. PlanetCAD repaid these loans,
including accrued and unpaid interest, as an offset against the purchase price
at the closing.
In connection with the sale of PlanetCAD's software component division,
PlanetCAD and Dassault Systemes have entered into the following intellectual
property and/or software license agreements, each of which is filed as an
exhibit hereto:
o Cross License Agreement;
o Co-Branding Agreement;
o Server Software License Agreement;
o Web Services Agreement;
o Joint Software License Agreement;
o Master Software Reseller Agreement;
o IntraVISION License Agreement; and
o Catia V5 Galaxy Program Solution Provider Agreement.
(b) Not applicable.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Unaudited pro forma condensed combined financial statements as of
September 30, 2000 and for the nine months ended September 30, 2000 and
the year ended December 31, 1999.
PLANETCAD INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On July 12, 2000, PlanetCAD Inc. (the "Company") acquired substantially
all of the net assets of Prescient Technologies, Inc. ("Prescient") for total
consideration of $1.2 million, including $100,000 cash and 300,000 shares of
common stock. In addition, the Company may be required to issue an additional
50,000 shares of common stock if certain performance objectives are met. The
additional shares, if any, will be recorded as additional acquisition
consideration at the time of issuance.
On November 14, 2000, the Company completed the sale of the assets of
its component software business to Spatial Corp., as assignee of Dassault
Systemes Corp., in a cash transaction for approximately $25.0 million. In
addition, in September 2000, Dassault made a loan to the Company for $2 million
of the purchase price for the sale of the component software business in advance
of the closing of the transaction, which amount, including accrued and unpaid
interest, was repaid by the Company as an offset against the purchase price at
the closing.
As a result of the transaction with Dassault, the results of operations
of the Company's component software division as of September 30, 2000 and for
the nine months ended September 30, 2000 have been shown as discontinued
operations in the Company's September 30, 2000 Quarterly Report on Form 10-Q.
The unaudited pro forma condensed combined balance sheet presents the
financial position of the Company as of September 30, 2000 and gives effect to
the consummation of the sale of the component software division to Dassault. The
unaudited pro forma condensed combined statement of operations of the Company
for the nine months ended September 30, 2000 gives effect to the Prescient
acquisition as if it had occurred on January 1, 1999. The results of operations
of the component software division have previously been shown as discontinued
operations in the Company's September 30, 2000 Quarterly Report on Form 10-Q.
The unaudited pro forma condensed combined statement of operations for the year
ended December 31, 1999 reflects the sale of the component software division and
the Prescient acquisition as if the transactions had occurred on January 1,
1999. In connection with the sale of the component software division, Dassault
purchased 555,556 shares of the Company's common stock, which is not shown in
the unaudited pro forma condensed combined financial statements.
The unaudited pro forma condensed combined financial statements have
been derived from the historical financial statements of the Company. The pro
forma adjustments and the assumptions on which they are based are described in
the accompanying notes to the unaudited pro forma condensed combined financial
statements. The unaudited pro forma condensed combined financial statements,
including the notes thereto, are qualified in their entirety by reference to,
and should be read in conjunction with, the historical financial statements and
the notes thereto of the Company which were previously reported in the Company's
Report on Form 10-KSB for the year ended December 31, 1999 and the Quarterly
Reports on Form 10-QSB for the quarters ended March 31, 2000, June 30, 2000, and
September 30, 2000 and the audited financial statements and the notes thereto of
Prescient as of December 31, 1998 and 1999 and for the years then ended, and the
unaudited interim financial statements as of June 30, 2000 and for the six
months ended June 30, 1999 and 2000, previously reported on Form 8-K.
The unaudited pro forma condensed combined financial statements are not
necessarily indicative of the financial position or operating results that would
have occurred had the acquisition of Prescient and the sale of the component
software division been completed at that date, or at the beginning of the period
for which the transactions have been given effect, nor the financial results of
the Company in the future.
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PLANETCAD INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
SEPTEMBER 30, 2000
(In Thousands)
<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
FOR THE SALE OF
COMPONENT
SOFTWARE
PLANETCAD DIVISION TOTAL
--------- --------------- --------
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents ................. $ 1,228 $ 19,974(a) $ 21,202
Restricted cash............................ -- 1,000(a) 1,000
Accounts receivable, net .................. 1,169 -- 1,169
Prepaid expenses and other ................ 657 -- 657
Net assets of discontinued operations ..... 5,589 (5,589)(b) --
-------- -------- --------
Total current assets ................. 8,643 15,385 24,028
Equipment, net .............................. 752 -- 752
Purchased computer software and
other intangibles, net .................... 1,292 -- 1,292
-------- -------- --------
$ 10,687 $ 15,385 $ 26,072
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable .......................... $ 3,021 $ -- $ 3,021
Notes payable ............................. 2,000 (2,000)(c) --
Accrued expenses .......................... 1,836 -- 1,836
Deferred revenue .......................... 262 -- 262
-------- -------- --------
Total current liabilities ............. 7,119 (2,000) 5,119
-------- -------- --------
Stockholder's Equity
Common stock .............................. 118 -- 118
Additional paid-in capital ................ 34,118 -- 34,118
Accumulated deficit ....................... (30,524) 17,385(d) (13,139)
Other comprehensive loss .................. (144) -- (144)
-------- -------- --------
Total stockholders' equity ............ 3,568 17,385 20,953
-------- -------- --------
$ 10,687 $ 15,385 $ 26,072
======== ======== ========
</TABLE>
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PLANETCAD INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PLANETCAD PRESCIENT
NINE MONTHS SIX MONTHS
ENDED ENDED PRO FORMA
SEPTEMBER 30, JUNE 30, ADJUSTMENTS
2000 2000 FOR PRESCIENT TOTAL
------------- ----------- ------------- --------
<S> <C> <C> <C> <C>
Revenue ................................ $ 1,632 $ 1,024 $ -- $ 2,656
Cost of revenue ...................... 699 559 129(j) 1,387
-------- -------- -------- --------
Gross profit ........................... 933 465 (129) 1,269
Operating expenses:
Sales and marketing ............... 2,216 1,757 -- 3,973
Research and development .......... 4,403 630 -- 5,033
General and administrative ........ 1,218 267 -- 1,485
Acquired in-process research
and development ................. 332 -- -- 332
-------- -------- -------- --------
Total operating expenses ............... 8,169 2,654 -- 10,823
-------- -------- -------- --------
Loss from continuing
operations ....................... (7,236) (2,189) (129) (9,554)
======== ======== ======== ========
Basic and diluted loss per
common share from
continuing operations ................ $ (0.65) $ (0.84)
Basic and diluted weighted
average number of shares
outstanding ......................... 11,206 210(f) 11,416
</TABLE>
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PLANETCAD INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Pro Forma
Adjustments
PlanetCAD Prescient for
Year ended Year ended Pro Forma Component
December 31, December 31, Adjustments Software
1999 1999 for Prescient Division Total
----------- ----------- ------------- ----------- --------
<S> <C> <C> <C> <C> <C>
Revenue ..................................... $ 14,900 $ 3,113 $ -- $(14,076)(e) $ 3,937
Cost of revenue ........................... 1,132 1,179 258(j) (941)(f) 1,628
-------- -------- -------- -------- --------
Gross profit ................................ 13,768 1,934 (258) (13,135) 2,309
Operating expenses:
Sales and marketing ....................... 5,918 4,279 -- (5,420)(g) 4,777
Research and development .................. 7,742 1,701 -- (6,720)(g) 2,723
General and administrative ................ 2,362 1,136 -- (2,141)(g) 1,357
Acquired in-process research
and development ........................... 500 -- -- (500)(g) --
-------- -------- -------- -------- --------
Total operating expenses .................... 16,522 7,116 -- (14,781) 8,857
Loss from continuing operations ........... (2,754) (5,182) (258) 1,646 (6,548)
Other income ................................ 139 -- -- (139)(h) --
-------- -------- -------- -------- --------
Net loss from continuing operations before
income taxes ............................ (2,615) (5,182) (258) 1,507 (6,548)
Income taxes ................................ 246 -- -- (246)(i) --
-------- -------- -------- -------- --------
Net loss from continuing operations ....... $ (2,861) $ (5,182) $ (258) $ 1,753 $ (6,548)
======== ======== ======== ======== ========
Basic and diluted loss per common share from
continuing operations:..................... $ (0.31) $ (0.68)
Basic and diluted weighted average number of
shares outstanding......................... 9,345 300(k) $ 9,645
</TABLE>
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PLANETCAD INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Disposition of Component Software Division - Pro forma notes
The pro forma adjustments for the sale of the component software
division have been prepared on the basis of assumptions described in
the following notes and includes an estimate of the gain on sale. The
actual gain on the sale will be calculated based on the actual assets
and liabilities disposed of on the closing date of the transaction.
The Company has agreed to modify the stock options of certain
employees of the component software division to allow them to continue
to vest during their employment by Dassault. If the employees are still
employed by Dassault one year after the closing of the sale, the
options will vest. Estimates of the fair values of the options will be
calculated at interim periods and included in loss from discontinued
operations. Ultimately, the fair value of the remaining options at the
date of vesting will be included in loss from discontinued operations.
The fair value of the options are not significant as of the initial
filing date of this registration statement.
The pro forma financial statements give effect to the following
pro forma adjustments related to the sale of the component software
division:
(a) To record the cash proceeds from the sale of the component
software business pursuant to the Purchase Agreement entered
into on July 4, 2000 with Dassault, as amended.
Consideration consists of $25.0 million in cash, including
$1,000,000 in escrow related to general representations and
warranties, less certain adjustments pursuant to the
Purchase Agreement and certain expenses related to the
transaction totaling approximately $5.0 million.
(b) As of September 30, 2000, the assets and liabilities of the
component software division consisted of the following:
<TABLE>
<S> <C>
Assets:
Accounts receivable, net $3,115
Prepaid expenses and other 1,081
Equipment, net 2,001
Purchased computer software and other intangibles, net 1,711
------
Total Assets 7,908
Liabilities:
Deferred revenue 2,319
------
Net assets of discontinued operations $5,589
======
</TABLE>
(c) To reflect the payment in full of the loan from Dassault to
the Company for $2 million.
(d) An adjustment to accumulated deficit to reflect the estimated
gain on the transaction of $17.4 million.
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(e) Reductions in revenue from the sale of the component software
business of $14.1 million for the year ended
(f) Reductions in cost of revenue from the sale of the component
software business of $1.0 million for the year ended December
31, 1999.
(g) Reductions in operating expenses from the sale of the
component software business of $14.8 million for the year
ended December 31, 1999. Operating expenses for the period
ended December 31, 1999 includes a $500,000 charge for
acquired in-process research and development expense related
to the acquisition of Sven Technologies.
(h) Reductions in interest income from the sale of the component
software business of $139,000 for the year ended December 31,
1999.
(i) Reductions in income tax expense from the sale of the
component software business of $246,000 for the year ended
December 31, 1999.
Prescient Technologies, Inc. - Pro forma notes
The Prescient acquisition was accounted for using the purchase
method of accounting. The pro forma adjustments have been prepared
on the basis of assumptions described in the following notes and
includes assumptions relating to the allocation of the
consideration paid for the assets and liabilities of Prescient
based on estimates of their fair values. In the opinion of the
Company's management, all adjustments necessary to present fairly
such pro forma financial information have been made based on the
terms and structure of the Prescient acquisition agreement.
Prescient was acquired by the Company in July 2000. Accordingly,
the results of operations of Prescient subsequent to June 30, 2000
have been included in the Company's results of operations.
The pro forma financial statements give effect to the
following pro forma adjustments related to the Prescient
acquisition:
(j) To reflect the additional amortization of intangible assets
from the Prescient acquisition. The acquisition of certain
assets and liabilities of Prescient resulted in approximately
$773,000 of software costs and other intangible assets, which
are being amortized over their estimated useful lives of three
years.
(k) To reflect the issuance of the 300,000 shares of common stock.
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(c) Exhibits.
<TABLE>
<S> <C>
10.1 Share Purchase Agreement, dated as of November 14, 2000, between PlanetCAD Inc. and Dassault Systemes
Corp.
10.2 Cross License Agreement, dated as of November 14, 2000, between PlanetCAD Inc. and Dassault Systemes S.A.
10.3 Co-Branding Agreement, dated as of November 14, 2000, between PlanetCAD Inc. and Dassault Systemes S.A.
10.4 Server Software License Agreement, dated as of November 14, 2000, between PlanetCAD Inc. and Dassault
Systemes S.A.
10.5 Web Services Agreement, dated as of November 14, 2000, between PlanetCAD Inc. and Dassault Systemes S.A.
10.6 Joint Software License Agreement, dated as of November 14, 2000, between PlanetCAD Inc. and Dassault
Systemes S.A.
10.7 Master Software Reseller Agreement, dated as of November 14, 2000, between PlanetCAD Inc. and Dassault
Systemes S.A.
10.8 IntraVISION License Agreement, dated as of November 14, 2000, between PlanetCAD Inc. and Spatial
Components, LLC
10.9 Catia V5 Galaxy Program Solution Provider Agreement, dated as of November 14, 2000, between PlanetCAD Inc.
and Dassault Systemes S.A.
99.1 Press release related to consummation of sale of component software division to Spatial Corp.
</TABLE>
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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.
PLANETCAD INC.
Date: November 21, 2000 By: /s/ R. BRUCE MORGAN
----------------------------------
R. Bruce Morgan
President, Chief Executive Officer,
Chief Financial Officer and Director
10
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
10.1 Share Purchase Agreement, dated as of November 14, 2000, between PlanetCAD Inc. and Dassault Systemes
Corp.
10.2 Cross License Agreement, dated as of November 14, 2000, between PlanetCAD Inc. and Dassault Systemes S.A.
10.3 Co-Branding Agreement, dated as of November 14, 2000, between PlanetCAD Inc. and Dassault Systemes S.A.
10.4 Server Software License Agreement, dated as of November 14, 2000, between PlanetCAD Inc. and Dassault
Systemes S.A.
10.5 Web Services Agreement, dated as of November 14, 2000, between PlanetCAD Inc. and Dassault Systemes S.A.
10.6 Joint Software License Agreement, dated as of November 14, 2000, between PlanetCAD Inc. and Dassault
Systemes S.A.
10.7 Master Software Reseller Agreement, dated as of November 14, 2000, between PlanetCAD Inc. and Dassault
Systemes S.A.
10.8 IntraVISION License Agreement, dated as of November 14, 2000, between PlanetCAD Inc. and Spatial
Components, LLC
10.9 Catia V5 Galaxy Program Solution Provider Agreement, dated as of November 14, 2000, between PlanetCAD Inc.
and Dassault Systemes S.A.
99.1 Press release related to consummation of sale of component software division to Spatial Corp.
</TABLE>
