-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VoVmkcLp65FD31CYGRIw5PtW1NLMOJzfUPHMTg4ZPLXd00473Lpklx7CCe92o6KK vMc2JDUcs7MFgNigCrSh/A== 0001035704-01-500540.txt : 20020412 0001035704-01-500540.hdr.sgml : 20020412 ACCESSION NUMBER: 0001035704-01-500540 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011207 GROUP MEMBERS: ERIC A. WEISSMANN GROUP MEMBERS: GARY M. JACOBS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLANETCAD INC CENTRAL INDEX KEY: 0000852437 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841035353 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47261 FILM NUMBER: 1808800 BUSINESS ADDRESS: STREET 1: 2425 55TH STREET STREET 2: STE 100 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034490649 MAIL ADDRESS: STREET 1: 2425 55TH STREET STREET 2: STE 100 CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: SPATIAL TECHNOLOGY INC DATE OF NAME CHANGE: 19960708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PCD INVESTMENTS LLC CENTRAL INDEX KEY: 0001162462 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 841607522 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1871 FOLSOM ST STREET 2: SUITE 106 CITY: BOULDER STATE: CO ZIP: 80302 BUSINESS PHONE: 3035267236 MAIL ADDRESS: STREET 1: 1871 FOLSOM ST STREET 2: SUITE 106 CITY: BOULDER STATE: CO ZIP: 80302 SC 13D/A 1 d92830a1sc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (AMENDMENT NO. 1) PlanetCAD Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 847246105 - -------------------------------------------------------------------------------- (CUSIP Number) Eric Weissmann PCD Investments, LLC 1871 Folsom Street, Suite 106 Boulder, Colorado 80302 303-526-7636 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 28, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. - ------------- 1The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) - ------------------- ----------------- CUSIP No. 847246105 13D Page 2 of 9 Pages - ------------------- ----------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PCD INVESTMENTS, LLC I.D. NO. 84-1607522 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION COLORADO, UNITED STATES - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 1,201,209 SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 1,201,209 REPORTING --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,201,209 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- ----------------- CUSIP No. 847246105 13D Page 3 of 9 Pages - ------------------- ----------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GARY M. JACOBS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 1,201,209 OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 1,201,209 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,201,209 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- ----------------- CUSIP No. 847246105 13D Page 4 of 9 Pages - ------------------- ----------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ERIC A. WEISSMANN - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 1,201,209 OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 1,201,209 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,201,209 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- ----------------- CUSIP No. 847246105 13D Page 5 of 9 Pages - ------------------- ----------------- ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Amendment No. 1 to the joint statement on Schedule 13D relates is the common stock, par value $0.01 per share (the "Common Stock") of PlanetCAD Inc. (the "Issuer"), a Delaware corporation with its principal executive offices at 2520 55th Street, Suite 200, Boulder, Colorado 80301. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is being filed by (i) PCD Investments, LLC ("PCD Investments") as the direct beneficial owner of the Common Stock, (ii) Gary M. Jacobs ("Jacobs") as a managing director of, and owner of equity interests in, PCD Investments and (iii) Eric A. Weissmann ("Weissmann") as a managing director of, and owner of equity interests in, PCD Investments. Weissmann and Jacobs collectively own 100% of the equity interests of PCD Investments. Jacobs, Weissmann and PCD Investments are collectively referred to as the "Reporting Persons". (b) The business address of the Reporting Persons is 1871 Folsom Street, Suite 106, Boulder, Colorado 80302. (c) PCD Investments principal business is participating in investment activities. Jacobs is a managing director of PCD Investments, 1871 Folsom Street, Suite 106, Boulder, Colorado 80302. Weissmann is a managing director and the president of PCD Investments, 1871 Folsom Street, Suite 106, Boulder, Colorado 80302. In addition to these activities, Weissmann and Jacobs also conduct other independent business activities. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding. (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgement, decree or final order enjoining future violations of or prohibiting or mandating activity subject to Federal or State securities laws or finding any violation with respect to such laws. (f) PCD Investments is a Colorado limited liability company. Jacobs and Weissmann are both citizens of the United States of America. - ------------------- ----------------- CUSIP No. 847246105 13D Page 6 of 9 Pages - ------------------- ----------------- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source of the funds used in acquiring the shares of Common Stock was working capital of PCD Investments. ITEM 4. PURPOSE OF TRANSACTION. The primary purpose of PCD Investments' acquisition of shares of Common Stock was as a strategic financial investment. Depending upon PCD Investments' decisions as to future strategic decisions and upon the Issuer's future development, PCD Investments may from time to time purchase or sell shares of Common Stock to increase or decrease its holdings in the Issuer. In addition, in conjunction with its holdings of Common Stock, PCD Investments may from time to time hold discussions with management, directors, shareholders and other interested parties on its future strategy and direction, or take a position with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing shareholder value. In addition, PCD Investments may initiate or actively participate in any efforts to bring about such changes. Any such discussions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. On December 4, 2001, PCD Investments presented an offer to the board of directors of the Issuer to acquire all of the shares of stock of the Issuer at a purchase price of $0.24 per share. A copy of PCD Investments' offer letter is attached to this filing as Exhibit 2. This offer was rejected by the Issuer's board of directors. PCD Investments has requested that the Issuer retain a financial advisor to review various aspects of the Issuer's business, including evaluating PCD Investments' offer to purchase all of the shares of stock of the Issuer. The Issuer has indicated that it may take steps to protect stockholder's interests. In the event PCD Investments feels that any such steps, if taken, would not protect but would harm stockholder's interests, PCD Investments may oppose such steps or changes. On December 7, 2001, PCD Investments sent a letter to the Issuer responding to its rejection of PCD Investments' offer. A copy of such letter is attached to this filing as Exhibit 3. As part of PCD Investments offer, or in response to the Issuer's steps to allegedly protect stockholder's interests, PCD Investments may take or support an action relating to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Except as described in this Item 4, none of the Reporting Persons has any present plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D, though as a significant stockholder of the Issuer, the Reporting Persons may, from time to time, consider one or more of such actions. - ------------------- ----------------- CUSIP No. 847246105 13D Page 7 of 9 Pages - ------------------- ----------------- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) PCD Investments is the direct beneficial owner of 1,201,209 shares of Common Stock, representing approximately 9.67% of the voting power of the outstanding Common Stock based upon 12,427,696 shares of Common Stock outstanding as of November 12, 2001, as set forth in the Issuer's 10-QSB filed on November 14, 2001. By virtue of the relationships described under Item 2 of this Statement, Jacobs and Weissmann may be deemed to share indirect beneficial ownership of the shares of Common Stock directly owned by PCD Investments. (b) PCD Investments has the power to vote or direct the vote, and the power to dispose or direct the disposition, of 1,201,209 shares of Common Stock. By virtue of the relationships described in Item 2, Jacobs and Weissmann may be deemed to have the indirect power to vote or direct the vote, and the power to dispose of or direct the disposition, of the shares of Common Stock held by PCD Investments. (c) The following transactions in the Issuer's securities have occurred within the last sixty days by PCD Investments, all of which purchases were effected on the American Stock Exchange except for the December 5th purchase of 390,409 shares, which was a privately-negotiated transaction:
Date Amount of Shares Approximate Price Per Share ($) ---- ---------------- ------------------------------- 10/30/2001* 5,000 0.16 10/30/2001* 5,000 0.15 10/31/2001 500,000 0.125 11/07/2001 30,000 0.14 11/07/2001* 25,000 0.14 11/07/2001* 5,000 0.14 11/07/2001* 5,000 0.14 11/07/2001* 5,000 0.14 11/07/2001* 5,000 0.14 11/07/2001* 5,000 0.13 11/07/2001* 3,700 0.13 11/08/2001 25,000 0.15 11/08/2001* 3,000 0.15 11/08/2001* 300 0.15 11/09/2001 15,000 0.1627 11/19/2001 3,000 0.16 11/19/2001* 5,000 0.16 11/19/2001* 5,000 0.16 11/20/2001 22,000 0.16 11/21/2001 19,400 0.16
- ------------------- ----------------- CUSIP No. 847246105 13D Page 8 of 9 Pages - ------------------- -----------------
Date Amount of Shares Approximate Price Per Share ($) ---- ---------------- ------------------------------- 11/26/2001 10,600 0.16 11/26/2001* 5,000 0.16 11/27/2001 9,000 0.16 11/28/2001 50,000 0.16 11/28/2001 2,600 0.14 11/30/2001 23,000 0.16 12/03/2001 2,500 0.16 12/04/2001 3,200 0.16 12/05/2001 390,409 0.1793 12/05/2001 15,500 0.16
*These purchases were originally made by Weissmann on behalf of PCD Investments. (d) No one other than PCD Investments is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by it. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As set forth in Item 5, Weissmann made certain purchases of Common Stock on behalf of PCD Investments. Currently, other than his relationship with PCD Investments as set forth in Item 2 , Weissmann has no arrangements, understandings or relationships with respect to such Common Stock. Other than as set forth above, none of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to the securities of the Issuer, including, but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loans or operating arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Agreement of the Reporting Persons to the filing of this Statement on behalf of each of them. Exhibit 2 Letter to the Issuer's Board of Directors from PCD Investments dated December 4, 2001 relating to proposed acquisition of outstanding shares of the Issuer. Exhibit 3 Letter to the Issuer from PCD Investments dated December 7, 2001. - ------------------- ----------------- CUSIP No. 847246105 13D Page 9 of 9 Pages - ------------------- ----------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 7, 2001 PCD INVESTMENTS, LLC By: /s/ Eric A. Weissmann --------------------------------- Eric A. Weissmann, President /s/ Gary M. Jacobs ------------------------------------ Gary M. Jacobs /s/ Eric A. Weissmann ------------------------------------ Eric A. Weissmann EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 1 Agreement of the Reporting Persons to the filing of this Statement on behalf of each of them. 2 Letter to the Issuer's Board of Directors from PCD Investments dated December 4, 2001 relating to proposed acquisition of outstanding shares of the Issuer. 3 Letter to the Issuer from PCD Investments dated December 7, 2001.
EX-99.1 3 d92830a1ex99-1.txt AGREEMENT OF REPORTING PERSONS 13D EXHIBIT 1 Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to this Amendment No. 1 to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.01 per share, of PlanetCAD Inc. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 7th day of December 2001. PCD INVESTMENTS, LLC By: /s/ Eric A. Weissmann --------------------------------- Eric A. Weissmann, President /s/ Eric A. Weissmann ------------------------------------ Eric A. Weissmann /s/ Gary M. Jacobs ------------------------------------ Gary M. Jacobs EX-99.2 4 d92830a1ex99-2.txt LETTER TO ISSUER'S BOARD OF DIRECTORS EXHIBIT 2 PCD Investments, LLC 1871 Folsom Street, Suite 106 Boulder, CO 80302 Tel (303) 526-7636 Fax (303) 526-2825 December 4, 2001 Board of Directors PlanetCAD, Inc. 2520 55th Street Suite 200 Boulder, CO 80301 Gentlemen: We are writing to propose a purchase of all of the outstanding shares of PlanetCAD, Inc. (the "Company") by PDC Investments, LLC or an affiliated entity (the "Purchaser"), for a cash payment of $0.24 per share payable to all stockholders of the Company. This proposal is an attractive opportunity for your stockholders, and represents a 50% premium to the closing price of $0.16 for the Company's stock today; and nearly a 100% premium over the average sale price for the Company's stock since October 30. The Purchaser has all necessary financing immediately available to complete this acquisition. As of this writing, PCD Investments, LLC, is the Company's largest stockholder and owns approximately 1.2 million shares of PlanetCAD, Inc. common stock representing approximately 10% of the total shares outstanding. We will shortly be filing an amended Schedule 13D with the United States Securities and Exchange Commission disclosing this fact. We and our advisors believe that the Company's unaffiliated stockholders will support this proposal when submitted to them for stockholder approval. As the Company's largest stockholder, we are deeply concerned about several issues regarding the Company's operating performance. Our concerns include the following: a. Despite the expenditure of more than ten million dollars since the sale of the Company's component division to Dassault, meaningful revenues from the PlanetCAD division have failed to materialize. The Company lacks the resources to effectively pursue this opportunity, and is likely to continue to lack such resources in its current public company configuration. b. The Stock has performed far worse than its peers, even in this bear market. In the eighteen months ending November 30, the stock value has declined by 95%. By comparison, the Russell 2000 Index of small company stocks has declined by 3%, and the PSE Technology Index has declined by 32%. Further, the thin trading market provides virtually no liquidity for the Company's large stockholders. c. Despite continued promises of improvement, the Company's net loss in the most recent quarter was $.32 per share, substantially more than the Company's market value. At this rate of loss, the Company will become insolvent by the end of the first quarter of 2002. d. The Company's recent public reporting and accounting compliance difficulties and the organizational cost related to its public status clearly reflect an unnecessary financial and operational burden. These problems, particularly the Company's poor financial performance, explain the low valuation placed on the Company by the public; indeed if stockholders were fully aware of all these (and other) factors, the valuation could be even lower. We believe that our proposal is a superior financial and strategic alternative to the existing status and are prepared to meet with the Company's directors immediately to conclude the definitive agreements required to complete this transaction and to prepare the related stockholder approval materials. Our proposal is based on the information currently available to us and closing is subject to director and stockholder approval, confirmation that your disclosures are complete and accurate and in full compliance with SEC requirements, waiver of any employee change of control agreements, required regulatory or third party approvals, and execution of an acceptable merger agreement. Our recent purchases have represented a substantial portion of the activity in the market for the Company's stock. This program has provided the Company's shareholders with significant price support and liquidity for their shares. Continuation of this purchase program is clearly in the best interests of the Company and its stockholders. Therefore, in conjunction with this proposal, and to facilitate discussions regarding this value-increasing transaction, we request that the Board of Directors immediately approve our purchase of additional shares beyond the 15% threshold. While we may purchase the additional shares even without the board's approval, this approval will allow us and the Company the flexibility to work to increase stockholder value without unnecessary restrictions. For your convenience, we have attached a sample form of board consent. Please be advised that we may at any time seek to acquire more shares either in the public markets, through private transactions, or through a tender offer. Also, if we are unable to quickly reach an agreement on this transaction with you, we may seek changes to the Company's direction or leadership; may seek inclusion of certain stockholder initiatives concerning the governance and operation of the Company in the Company's proxy materials; and may provide independent proxy materials. We are prepared to meet (or teleconference) with the Board of Directors immediately to work toward the conclusion of this business combination. In order to facilitate orderly discussions, we will not publicly disclose this proposal prior to 5pm MST, December 6, 2001. Sincerely, Eric A. Weissmann President Attachment cc: Whitney Holmes, Esq. EX-99.3 5 d92830a1ex99-3.txt LETTER TO ISSUER FROM PCD INVESTMENTS EXHIBIT 3 PCD Investments, LLC 1871 Folsom Street, Suite 106 Boulder, CO 80302 Tel (303) 526-7636 Fax (303) 526-2825 December 7, 2001 PlanetCAD, Inc. Attn: James Bracking, CEO & Director 2520 55th Street Suite 200 Boulder, CO 80301 Dear Mr. Bracking, We are in receipt of your letter dated December 5, 2001 rejecting our December 4, 2001 proposal to acquire all of the outstanding shares of PlanetCAD, Inc. at $0.24 per share, approximately a 50% premium to current market value. As a major shareholder, we certainly hope that the board and management are correct in concluding that PlanetCAD's true value exceeds our offer. To validate that conclusion, we request that the Board retain an independent financial advisor to evaluate our offer, review the Company's revenue forecasts and expense levels, and explore the Company's strategic alternatives including a possible sale of the company. We are surprised that the Company and its Directors could so rapidly (within 24 hours) diligently evaluate our offer along with the Company's prospects for realizing greater value for the Company's shareholders, particularly without the aid of a financial advisor. We are also surprised that you chose not to respond to your largest shareholder's expressions of concern regarding financial and operating issues. Our proposal provided a significant, all cash premium to the Company's shareholders and was subject to shareholder approval. It did not represent an "attempt to take the value of PCD's assets and growth plans from PlanetCAD's stockholders," as indicated in your letter. You have indicated that the Company may take steps to "protect" stockholders' interests. Naturally, as the Company's largest shareholder, we applaud efforts to increase the Company's value, but we will actively oppose actions that we believe reduce such value or diminish shareholder rights. Our proposal set forth a clear path for shareholder liquidity with a significant market premium while enabling us to work to improve the Company's unacceptable and deteriorating financial performance. As the Company's largest shareholder, our interests in improving Company performance, share price and liquidity are aligned with all stockholders, and we invite you to work with us to improve Company value. Sincerely yours, Eric A. Weissmann President CC: PlanetCAD Board of Directors -----END PRIVACY-ENHANCED MESSAGE-----