<PAGE> 1
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): September 30, 1998
Stratasys, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-13400 36-3658792
(State or other jurisdiction (Commission (IRS Employer
or incorporation) File Number) Identification No.)
14950 Martin Drive, Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 937-3000
(Former Name Or Former Address, If Changed Since Last Report)
<PAGE> 2
Item 5. Other Events
The information under this Item 5 is incorporated by reference to
Exhibit 99.1 to this Report.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(C) Exhibits
10.1 Warrant Purchase Agreement by and among the Company
and certain holders of the Company's Warrants dated
September 30, 1998.
99.1 Press Release, dated October 6, 1998.
-2-
<PAGE> 3
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.
STRATASYS, INC.
By: /s/ Thomas W. Stenoien
Thomas W. Stenoien
Chief Financial Officer
Dated: October 15, 1998
-3-
<PAGE> 4
EXHIBIT INDEX
Exhibit No.
10.1 Warrant Purchase Agreement by and among the Company and
certain holders of the Company's Warrants dated September 30,
1998.
99.1 Press Release, dated October 6, 1998.
<PAGE> 1
Exhibit 10.1
STRATASYS, INC.
14950 Martin Drive
Eden Prairie, MN 55344-2020
Telephone (612) 906-2211
Facsimile (612) 906-2266
September 30, 1998
To the Holders of Warrants listed on
Schedule A attached hereto
c/o Archery Capital, LLC
237 Park Avenue
Suite 801
New York, NY 10017
Attention: Mr. Erinch Ozada
RE: PURCHASE OF WARRANTS
Dear Erinch:
This letter will confirm the terms of the purchase by Stratasys, Inc.,
a Delaware corporation (the "Company"), of warrants to purchase the number of
shares of the Company's Common Stock, $.01 par value, expiring on October 31,
2000, specified on Schedule A hereto (the "Warrants") from the holders thereof
listed on Schedule A hereto (the "Holders") for the purchase price set forth on
Schedule A hereto (the "Purchase Price").
1. Purchase and Delivery of Warrants; Payment of Purchase Price.
(a) Concurrently with the execution and delivery of this Agreement, the
Company is hereby purchasing from each Holder, and each Holder is hereby selling
to the Company, the number of Warrants listed on Schedule A hereto for the
Purchase Price specified on Schedule A hereto.
(b) Promptly after the execution and delivery of this Agreement, each
Holder shall deliver the Certificate or Certificates representing the Warrants
by hand delivery to the Company, c/o Snow Becker Krauss P.C., 25th Floor, 605
Third Avenue, New York, New York 10158, Attn: Eric Honick, Esq.
(c) Concurrently with the execution and delivery of this Agreement, the
Company is paying the aggregate Purchase Price to the Holders by wire transfer
of immediately available funds in accordance with the wire transfer instructions
given by the Holders as set forth on Schedule B hereto.
<PAGE> 2
2. Representations and Warranties of the Holders.
Each Holder hereby represents and warrants to the Company that:
(a) The execution, delivery and performance of this Agreement by such
Holder has been duly authorized by all action necessary under such Holder's
partnership agreement and applicable law.
(b) Such Holder has the full right, power, and authority to enter into
this Agreement, to perform the terms hereof, and to transfer and deliver the
Warrants to the Company.
(c) This Agreement has been duly executed on behalf of such Holder, and
the sale and transfer of the Warrants by such Holder to the Company and the
execution and delivery of this Agreement constitute the valid and binding acts
and obligations of such Holder, enforceable against such Holder in accordance
with their respective terms.
(d) Such Holder has valid title to the Warrants being sold by it, and
there is no impediment to the sale and assignment of such Warrants to the
Company; and upon payment of the Purchase Price therefor, the Company will
acquire legal title to and ownership of such Warrants free and clear of all
liens, charges, pledges and encumbrances of any nature whatsoever.
(e) Such Holder has had the opportunity to question and has questioned,
to the extent it has deemed necessary or appropriate, representatives of the
Company so as to receive answers to such questions and to verify information
obtained in such Holder's examination of the Company in connection with such
Holder's sale of Warrants hereunder.
(f) No oral or written representation have been made to such Holder in
connection with its sale of Warrants hereunder that were in any way inconsistent
with the information reviewed by such Holder; and no representations or
warranties of any type or description have been made to such Holder by any
person with regard to the Company, its business, properties or prospects, or the
sale of the Warrants other than as set forth herein.
(g) As a result of its investment in the Company and its examination of
all available information regarding the Company, such Holder acknowledges that
it is fully familiar with the business, affairs and financial condition of the
Company and is fully capable of evaluating the merits and risks of the sale of
the Warrants hereunder.
3. Representations and Warranties of the Company.
The Company hereby represents and warrants to each Holder that:
(a) The execution, delivery and performance of this Agreement by the
Company has been duly authorized by all necessary corporate action.
(b) The Company has the full right, power, and authority to enter into
this Agreement,
<PAGE> 3
to perform the terms hereof, and to purchase the Warrants from the Holders.
(c) This Agreement has been duly executed on behalf of the Company, and
the purchase of the Warrants by the Company from the Holders and the execution
and delivery of this Agreement constitute the valid and binding acts and
obligations of the Company, enforceable against the Company in accordance with
their respective terms.
4. Miscellaneous.
(a) This Agreement embodies the entire agreement and understanding
between the parties hereto regarding the subject matter hereof and supersedes
all prior agreements and understandings relating to such subject matter. No
provision of this Agreement may be amended, modified or waived except by a
writing signed by all parties hereto.
(b) This Agreement shall be governed by and construed in accordance
with the laws of the state of New York applicable to contracts negotiated,
executed and to be performed in that state, without regard to the conflicts of
law principles of that state.
If the foregoing accurately sets forth the terms of our agreement with
respect to the subject
<PAGE> 4
matter hereof, please so indicate by signing the enclosed copy of this letter
and returning it to the undersigned.
Very truly yours,
STRATASYS, INC.
By: /s/ S. Scott Crump
S. Scott Crump
President
Accepted and agreed:
PHAROS FUND LIMITED
By: /s/ Erinch Ozada
Erinch Ozada
PHAROS GENESIS FUND LIMITED
By: /s/ Erinch Ozada
Erinch Ozada
LIGHTHOUSE PARTNERS USA, LP
By: /s/ Erinch Ozada
Erinch Ozada
LIGHTHOUSE GENESIS PARTNERS USA, LP
By: /s/ Erinch Ozada
Erinch Ozada
<PAGE> 1
EXHIBIT 99.1
FOR: STRATASYS, INC.
CONTACT: S.Scott Crump, Chairman and President
Tom Stenoien, Chief Financial
Officer
(612) 937-3000
KCSA: Joseph A. Mansi/Jeffrey Corbin
(212) 682-3000, ext. 205/214
(2120 697-0910 (fax)
[email protected] (e-mail)
FOR IMMEDIATE RELEASE
STRATASYS, INC. PURCHASES WARRANTS
MINNEAPOLIS, Minn., October 6, 1998 --Stratasys, Inc. (NASDAQ:SSYS) today
announced that on September 30, 1998 it purchased from various funds managed by
Archery Capital, LLC of New York warrants to purchase an aggregate of 710,090
shares of Stratasys common stock, for a total of $1 million.
The warrants were held by Pharos Fund Limited, Pharos Genesis Fund Limited,
Lighthouse Genesis Partners, USA, LP and Lighthouse Partners USA, LP. All of the
warrants were to expire on October 31, 2000. The exercise price of 413,794
warrants was $14.50 and the exercise price of the remaining 296,296 warrants was
$13.50.
In announcing the purchase, Scott Crump, Chairman and Chief Executive
Officer, stated, "We believe the opportunity for the Company to purchase these
warrants at this price will have the long-term benefit of containing future
dilution and eliminating a potential depressive effect on the market price of
the Company's common stock resulting from the Company's obligation to register
and the possible sale of the underlying shares."
Stratasys, Inc., is a manufacturer of rapid prototyping systems for
automotive, aerospace,
<PAGE> 2
industrial, recreation, electronic, medical and consumer products OEM's. The
Company's patented Fused Deposition Modeling (FDM) and Genisys rapid prototyping
processes create 3-dimensional plastic and wax prototype parts directly from
3-D CAD systems. The Company is located at 1490 Martin Drive, Eden Prairie,
Minnesota 55344-2020.
# # #
This release is available on the KCSA Worldwide Website at www.ksca.com.
