3D SYSTEMS CORP false 0000910638 0000910638 2024-11-19 2024-11-19

 

 

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): November 19, 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 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 19, 2024, 3D Systems Corporation (the “Company”) received a notice (the “NYSE Notice”) from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”).

The NYSE Notice has no immediate effect on the listing of the Company’s common stock on the NYSE. The NYSE Notice informed the Company that, under NYSE rules, the Company has six months from November 18, 2024 to regain compliance with the NYSE listing standards by filing the Form 10-Q with the SEC. If the Company fails to file the Form 10-Q within the six-month period, the NYSE may grant, in its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The NYSE Notice also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.

As previously reported in the Company’s Notification of Late Filing on Form 12b-25 filed with the SEC on November 13, 2024 (the “Form 12b-25”), the Company was unable to file the Form 10-Q within the prescribed period because additional time, resources and effort are required to complete work related to the financial reporting and close procedures with respect to the Form 10-Q. Specifically, the delay in filing has been caused by the need for an interim valuation of goodwill and long-lived assets, triggered by recent performance of the Company’s stock and market volatility as of September 30, 2024. The Company is updating the key inputs and estimates used to perform its interim valuation of goodwill and long-lived assets and assess the corresponding results. These processes require significant resources from the Company’s financial, accounting and administrative personnel.

The Company is working diligently to complete the necessary work to file the Form 10-Q as soon as practicable and currently anticipates filing the Form 10-Q on Tuesday, November 26, 2024, which will bring the Company back into compliance with these NYSE listing standards.

On November 21, 2024, the Company issued a press release (the “Press Release”) regarding receipt of the NYSE Notice, among other items. The Press Release is filed as Exhibit 99.1 hereto and the applicable disclosure regarding the NYSE Notice is hereby incorporated by reference into this Item 3.01.

Item 7.01.  Regulation FD Disclosure.

Included in the Press Release is an announcement that the Company plans to release its full financial results for the fiscal quarter ended September 30, 2024 on Tuesday, November 26, 2024. Also included in the Press Release is an announcement that the Company will hold a conference call and webcast at 8:30 a.m., Eastern Time, on Wednesday, November 27, 2024, to discuss its fiscal quarter ended September 30, 2024 financial results and other matters relating to the Company’s plans and operations. A copy of the Press Release, which contains additional

information regarding how to access the conference call and webcast and how to listen to a recorded playback of the call after it is completed, is furnished herewith as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

The information in this Item 7.01 shall not be deemed “filed” with the SEC for purposes of the Securities Exchange Act of 1934, as amended, nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

 

99.1    Press release, dated November 21, 2024
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 22, 2024     By:  

/s/ Jeffrey D. Creech

      Jeffrey D. Creech
      Executive Vice President and Chief Financial Officer

Exhibit 99.1

 

LOGO

Press Release

3D Systems Corporation

333 Three D Systems Circle

Rock Hill, SC 29730

www.3dsystems.com

NYSE:DDD

Investor Contact:  investor.relations@3dsystems.com

Media Contact:  press@3dsystems.com

 

 

3D Systems Announces Date of Third Quarter 2024 Financial Results

Receives NYSE Notice Regarding Late Form 10-Q Filing

ROCK HILL, South Carolina, November 21, 2024 – 3D Systems (NYSE:DDD) (“the Company”) today announced the Company will release its financial results for third quarter 2024 after the U.S. stock markets close on Tuesday, November 26, 2024. The Company will hold a conference call and simultaneous webcast to discuss these financial results on Wednesday, November 27, 2024 at 8:30 a.m. Eastern Time.

Third Quarter 2024 Financial Results Conference Call

Date: Wednesday, November 27, 2024

Time: 8:30 a.m. Eastern Time

Listen via webcast: www.3dsystems.com/investor

Participate via telephone: 201-689-8345

The webcast replay will be available approximately two hours after the end of the

conference call at www.3dsystems.com/investor.

Additionally, the Company is announcing that on November 19, 2024, it received a notice (the “NYSE Notice”) from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with the NYSE’s continued listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual, because the Company has not timely filed its Quarterly Report on Form 10-Q for the fiscal quarter ended

3D Systems Press Release       Page 2

 

September 30, 2024 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”), as previously reported and for the reasons described in the Company’s press release dated November 13, 2024 and Notification of Late Filing on Form 12b-25 filed with the SEC on November 13, 2024 (the “Form 12b-25”).

The NYSE Notice has no immediate effect on the listing of the Company’s common stock on the NYSE. The NYSE Notice informed the Company that, under NYSE rules, the Company has six months from November 18, 2024 to regain compliance with the NYSE listing standards by filing the Form 10-Q with the SEC. The NYSE Notice further noted that, if the Company fails to file the Form 10-Q within the six-month period, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The NYSE Notice also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.

The anticipated filing of the Form 10-Q by the Company on Tuesday, November 26, 2024, will bring the Company back into compliance with these NYSE listing standards.

About 3D Systems

More than 35 years ago, 3D Systems brought the innovation of 3D printing to the manufacturing industry. Today, as the leading additive manufacturing solutions partner, we bring innovation, performance, and reliability to every interaction – empowering our customers to create products and business models never before possible. Thanks to our unique offering of hardware, software, materials, and services, each application-specific solution is powered by the expertise of our application engineers who collaborate with customers to transform how they deliver their products and services. 3D Systems’ solutions address a variety of advanced applications in healthcare and industrial markets such as medical and dental, aerospace & defense, automotive, and durable goods. More information on the Company is available at www.3DSystems.com.

Forward-Looking Statements

Certain statements made in this release 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. 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

3D Systems Press Release       Page 3

 

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. 3D Systems 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.

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Document and Entity Information
Nov. 19, 2024
Cover [Abstract]  
Entity Registrant Name 3D SYSTEMS CORP
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Entity Central Index Key 0000910638
Document Type 8-K
Document Period End Date Nov. 19, 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
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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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