Form 8-K - Current report
21 September 2023 - 11:00PM
Edgar (US Regulatory)
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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): September 18, 2023
_______________________________
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer Change
On September 18, 2023, Michael Turner notified 3D Systems Corporation (the “Company”) of his resignation as Executive Vice President and Chief Financial Officer of the Company, effective October 15, 2023, to accept a new career opportunity. Mr. Turner’s resignation from the Company is not the result of any disagreement regarding the Company’s financial reporting or accounting policies, procedures, estimates or judgments.
On September 21, 2023, Andrew Johnson, the Company’s Executive Vice President, Chief Corporate Development Officer, Chief Legal Officer and Secretary, was appointed as the Company’s Interim Chief Financial Officer, effective October 16, 2023. Mr. Johnson, age 48, joined the Company in July 2006 and has since served in increasing roles of responsibility in the corporate and legal departments, including as Executive Vice President, Chief Legal Officer and Secretary since November 2014, Chief Corporate Development Officer since September 2022 and Interim Chief Executive Officer from October 2015 until April 2016. In addition to earning his Juris Doctor from the University of Virginia, he earned a Master of Business Administration from the University of Michigan Ross School of Business, where he graduated with High Distinction.
At this time, any compensation adjustments in connection with Mr. Johnson’s appointment as the Company’s Interim Chief Financial Officer has not been determined. The Company will file an amendment to this Current Report on Form 8-K disclosing any compensation adjustment made in connection with this appointment if and when it has been determined.
Item 7.01. Regulation FD Disclosure.
On September 21, 2023, the Company issued a press release announcing the Chief Financial Officer change. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
Item 9.01. Financial Statements and Exhibits.
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: September 21, 2023 | By: | /s/ Andrew M. Johnson |
| | | Andrew M. Johnson |
| | | Executive Vice President, Chief Corporate Development Officer, Chief Legal Officer and Secretary |
| | | |
EXHIBIT 99.1
3D Systems Announces CFO Transition
3D Systems’ Executive Vice President, Andrew Johnson to Serve as Interim Chief Financial Officer
ROCK HILL, S. C., Sept. 21, 2023 (GLOBE NEWSWIRE) -- 3D Systems (NYSE:DDD) today announced that Michael Turner is stepping down as the company’s Chief Financial Officer, effective October 15, 2023, to accept a new career opportunity. Andrew Johnson, 3D Systems’ executive vice president, chief corporate development officer, and chief legal officer, has been appointed interim CFO, effective October 16. The company has initiated an executive search to identify a permanent finance leader.
“I want to thank Michael for his dedication and leadership as we have executed on a finance transformation plan and operating performance improvements during his service to the company,” said Dr. Jeffrey Graves, president and CEO of 3D Systems. “I wish Michael continued success in the very exciting opportunity that he is taking as the next chapter of his career. I am pleased that Andy will assume the role of interim Chief Financial Officer. I have worked side-by-side with Andy over the last three years and expect this transition to be seamless as we continue to execute on our financial objectives and begin a search for a permanent replacement. Andy is a seasoned executive with over 17 years of experience with our company in multiple leadership roles, including leading corporate development and legal.”
In his role as Executive Vice President of 3D Systems, Mr. Johnson currently serves as Chief Corporate Development Officer and Chief Legal Officer for the company. Mr. Johnson joined 3D Systems in July 2006 and has served in increasing roles of responsibility in the corporate and legal departments including interim Chief Executive Officer from October 2015 until April 2016. In addition to earning his Juris Doctor from the University of Virginia, he earned a Master of Business Administration from the University of Michigan Ross School of Business, where he graduated with High Distinction.
About 3D Systems
More than 30 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 Solutions markets such as Medical and Dental, Aerospace & Defense, Automotive and Durable Goods. More information on the company is available at www.3dsystems.com.
Investor Contact: investorrelations@3dsystems.com
Media contact: press@3dsystems.com
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