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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
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SPATIAL TECHNOLOGY INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules. 14a-6(i)(1) and
0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
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statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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FOR IMMEDIATE RELEASE
AMENDMENT OF ASSET ACQUISITION BY DASSAULT SYSTEMES FOR SPATIAL'S ACIS BUSINESS
BOULDER, Colo. and SURESNES, France--(BUSINESS WIRE)-- Sept. 6, 2000--
Offer to Acquire Assets of Spatial's Component Business Division
Increased to $25 Million With Expanded Joint Partnership Agreements
Dassault Systemes (Nasdaq:DASTY - news) and Spatial Inc. (AMEX:STY - news)
announce that the previously reported offer by Dassault Systemes to acquire the
Component Business Division of Spatial has been increased to a $25 million cash
transaction, along with additional partnership and technology agreements to
those previously announced.
Subject to stockholder approval and finalization of the transaction, Spatial's
Web business will operate under the name of PlanetCAD(TM) Inc., and will focus
on the developing Web infrastructure market by providing application services
and technology for the digital manufacturing supply chain. PlanetCAD will
benefit from cross licensing, technology sharing, and marketing agreements with
Dassault Systemes and SolidWorks. Spatial's Component Business Division will
become Dassault Systemes' new technology company operating under the Spatial
name. The new company will offer best-of-breed 3D components addressing the
exponential requirements for 3D in Internet based e-commerce and
Business-to-Business (B2B) applications.
The amended agreements include a perpetual license to PlanetCAD for Spatial's
component technologies, a co-branding agreement for Spatial's 3Dshare.com(TM)
model interoperability service on Dassault Systemes' and Solidworks' Web sites,
a license agreement under which PlanetCAD will host Dassault Systemes and
Solidworks file translation, interoperability tools and application services, a
joint development agreement under which the two companies will share engineering
data translation and healing technologies, and reseller agreements under which
Dassault will sell enterprise versions of PlanetCAD's 3Dshare.com model
interoperability service and PlanetCAD will sell the IntraVISION Viewer in end
user markets. Under the terms of the revised proposal, Spatial will accelerate
the introduction of a new pricing model for its Component Business Division to
largely eliminate up front license fees and concentrate on building recurring
royalty and maintenance fees.
The changes to the agreement occurred subsequent to receipt by Spatial of a
competing offer to purchase the assets of its Component Business Division from a
Dassault Systemes competitor.
The preliminary proxy statement pertaining to this planned asset sale has been
filed with the Securities and Exchange Commission (SEC). When available, the
definitive proxy statement may be obtained free of charge from the SEC at its
Website (www.sec.gov) or from Spatial by request to Spatial Inc. Investor
Relations: Geoff High, Pfeiffer Public Relations 303/393-7044,
[email protected]. The transaction is subject to stockholder approval and
will require a majority vote of Spatial's stockholders prior to closing. A proxy
statement will be sent to Spatial's stockholders as soon as practicable. When it
is available, stockholders should read the proxy statement in its entirety
because it will contain important information about the transaction.
SPATIAL is the world's leading provider of Web infrastructure tools and advanced
engineering technology solutions to streamline the digital manufacturing supply
chain and set global standards for product engineers, designers, software
developers and manufacturing professionals. Spatial is headquartered in Boulder,
Colo., USA, and has offices in Boston MA, France, Germany, Japan and the United
Kingdom. For more information, visit Spatial's Web site at www.spatial.com or
call 303/544-2900.
Spatial's PlanetCAD division (www.planetcad.com) develops and delivers Web
infrastructure tools and applications that help optimize the value of
engineering data throughout the manufacturing supply chain, and provides
PlanetCAD.com as the premier online destination for manufacturing and design
engineers. PlanetCAD's proprietary
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services and technologies include 3Dshare.com(TM), Bits2parts.com(TM),
3Dpublish.com(TM) and the PrescientQA(TM) 3D data quality products.
Spatial Technology Inc., 3Dshare.com, 3Dpublish.com, Bits2Parts.com, ACIS 3D
Toolkit, Prescient and PlanetCAD are trademarks, and SAT, ACIS(R) and
IntraVISION are registered trademarks of Spatial Technology Inc. All other
trademarks are properties of their respective companies.
DASSAULT SYSTEMES S.A. is the premier global software developer for the
CAD/CAM/CAE/PLM market, providing companies with e-business solutions to
implement their digital enterprise, thus creating and simulating the entire
product life cycle from initial concept to product in service. CATIA, ENOVIA and
DELMIA solutions support industry-specific business processes to help unleash
creativity and innovation, reduce development cycle time, improve quality,
competitiveness and stockholder value: CATIA supports the digital product
definition and simulation, DELMIA provides solutions to define and simulate lean
digital manufacturing processes and ENOVIA delivers enterprise solutions that
manage a comprehensive, collaborative and distributed model of the digital
product, processes and resources. The combined integration creates the Digital
Product life cycle Pipeline, supporting reuse of corporate knowledge. SolidWorks
and SmartSolutions, as Dassault Systemes companies, offer respectively 3D
design-centric and TeamPDM software solutions based on Windows.
Information about Spatial is available at http://www.spatial.com
Information about Dassault Systemes is available at http://www.dsweb.com.
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Contact:
Spatial Inc.
Rachael Dalton-Taggart, 303/544-2986
[email protected]
or
Investor Relations
Pfeiffer Public Relations
Geoff High, 303/393-7044
[email protected]
or
Public Relations
Metzger Associates
Bill Tompkins, 303/786-7000
[email protected]
or
Dassault Systemes of America
Sheri Chow, 818/673-2134
[email protected]
or
Dassault Systemes
Morgane Gourcuff, 33-1-40-99-42-18
[email protected]
