-----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, Pgj/bqUtEjLEwNI78Vug7tMI5DF2NxK93zxY11bzcRLfXhbhVssfWEhZR3b0opg0 hPfN9F0CdAV0JAkQMoIY+g== 0001045969-02-001197.txt : 20020719 0001045969-02-001197.hdr.sgml : 20020719 20020719171547 ACCESSION NUMBER: 0001045969-02-001197 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020719 GROUP MEMBERS: BARBARA L. SANTRY GROUP MEMBERS: CAPSTONE SBIC MANAGEMENT, INC. GROUP MEMBERS: EUGENE J. FISCHER FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPSTONE VENTURES SBIC LLP CENTRAL INDEX KEY: 0001177392 IRS NUMBER: 943295103 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 1 STE 290 CITY: MENLO PARK STATE: CA ZIP: 94025 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-47261 FILM NUMBER: 02706995 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 SC 13D 1 dsc13d.txt 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) PlanetCAD Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 727044-10-3 ----------------------------------------------------------- (CUSIP Number) Eugene J. Fischer Capstone Ventures SBIC, L.P. 3000 Sand Hill Road, Building 1, Suite 290 Menlo Park, CA 94025 (650) 854-2523 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 22, 2000 ----------------------------------------------------------- (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 Rule13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. (Continued on following pages) (Page 1 of 11 Pages) - -------------------------------------- --------------------------- CUSIP No. 727044-10-3 13D Page 2 of 11 Pages ------------------------- ------ -------- - -------------------------------------- --------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Capstone Ventures SBIC, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 --------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,484,426 --------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 --------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 1,484,426 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,484,426 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.74% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- - -------------------------------------- --------------------------- CUSIP No. 727044-10-3 13D Page 3 of 11 Pages ------------------------- ------ -------- - -------------------------------------- --------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Capstone SBIC Management, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 --------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,484,426 --------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 --------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 1,484,426 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,484,426 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.74% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- - --------------------------- ------------------------- Cusip No. 727044-10-3 13D Page 4 of 11 Pages ------------- --- ---- - --------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Eugene J. Fischer - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 27,535 --------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,484,426 --------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 27,535 --------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 1,484,426 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,511,961 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.90% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- - --------------------------- ------------------------- Cusip No. 727044-10-3 13D Page 5 of 11 Pages ------------- --- ---- - --------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Barbara L. Santry - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 --------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,484,426 --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 --------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 1,484,426 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,484,426 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.74% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- - --------------------------- -------------------------------- CUSIP No. 727044-10-3 13D Page 6 of 11 Pages -------------- ----- ---- - --------------------------- -------------------------------- Item 1. Security and Issuer. The class of equity securities to which this Schedule 13D relates is the Common Stock, par value $0.01 per share (the "Common Stock"), of PlanetCAD Inc, ("PlanetCAD"). The beneficial ownership of Common Stock reported on this Schedule 13D includes information related to warrants and options, which entitle their holders to purchase Common Stock and the Series B Convertible Preferred Stock of PlanetCAD, which is convertible into Common Stock (the "Series B Preferred Stock"). The address of the principal executive offices of PlanetCAD is 2520 55/th/ Street, Suite 200, Boulder, Colorado 80301. Item 2. Identity and Background. (a) This Schedule 13D is being filed as a joint filing pursuant to Rule 13d-1(k)(1). The names of the persons filing this Schedule 13D are as follows: Capstone Ventures SBIC, L.P. ("Capstone"); Capstone SBIC Management, Inc. ("SBIC"); Eugene J. Fischer ("EJF") and Barbara L. Santry ("BLS"). Together, Capstone, SBIC, EJF and BLS are referred to herein as the "Reporting Persons." (b) The business address of the Reporting Persons is the following: c/o Capstone Ventures, SBIC, L.P. 3000 Sand Hill Road, Building 1, Suite 290 Menlo Park, CA 94025 (c) The principal business of Capstone is to complete equity investments in other companies. Capstone was organized under the laws of the state of Delaware. The principal business of SBIC is to manage Capstone's operations. SBIC was organized under the laws of the state of Delaware. The principal occupations of EJF and BLS are to act as executive officers of SBIC and as officers of Capstone. EJF is also a director and the Chairman of the Board of PlanetCAD. (d) During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). - ----------------------------- ------------------------------------ CUSIP No. 727044-10-3 13D Page 7 of 11 Pages -------------- ---- ----- - ----------------------------- ------------------------------------ (e) During the last five years, no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) EJF and BLS are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. In February 2000, Capstone purchased 481,884 shares of Common Stock and a warrant to purchase an additional 304,348 shares of Common Stock for an aggregate purchase price of $1,750,000 (the "Cash Purchase"). Capstone may exercise the warrant received as part of the Cash Purchase at any time before February 2005 at a price of $6.50 per share. The source of funds for the Cash Purchase was the working capital of Capstone. In June 2001, Capstone acquired a warrant to purchase 88,250 shares of Common Stock (the "Exchange Warrant"). Capstone received the Exchange Warrant as partial consideration for the sale of certain software and related assets to PlanetCAD. Capstone may exercise the Exchange Warrant at any time before June 1, 2004 at a price of $1.00 per share. In May 2002, Capstone acquired 304,972 shares of Series B Preferred Stock. The Series B Preferred Stock may be converted into Common Stock by its holders at any time. Subject to adjustment as provided in the certificate of designations related to the Series B Preferred Stock, each share of Series B Preferred Stock is convertible into two shares of Common Stock. Capstone received the Series B Preferred Stock in exchange for its agreement to cancel certain debts that PlanetCAD owed to Capstone. SBIC beneficially owns Common Stock solely in its capacity as the general partner of Capstone. EJF beneficially owns 1,484,426 shares of Common Stock solely in his capacity as a control person of SBIC. In addition, EJF holds options to purchase 27,535 shares of Common Stock. EJF received such options as part of PlanetCAD's regular option grants to its directors. BLS beneficially owns Common Stock solely in her capacity as a control person of SBIC. - ----------------------------- ---------------------------------- CUSIP No. 727044-10-3 13D Page 8 of 11 Pages -------------- --- ---- - ----------------------------- ---------------------------------- Item 4. Purpose of Transaction. The Reporting Persons acquired the Common Stock for the purposes of investment in PlanetCAD. On May 1, 2002, PlanetCAD entered into an Agreement and Plan of Merger (the "Merger Agreement") with Raven Acquisition Corporation ("RAC") and Avatech Solutions, Inc ("Avatech"). Under the terms of the Merger Agreement, RAC will merge with and into Avatech Solutions, and each share of Avatech Solutions will be exchanged for shares of Common Stock in accordance with an agreed upon exchange ratio (the "Merger"). Upon completion of the Merger, the stockholders of PlanetCAD will own 25% of the outstanding common stock of the combined company and the stockholders of Avatech will own 75% of the outstanding common stock of the combined company. In a voting agreement dated May 1, 2002, Capstone and certain other stockholders agreed to vote their shares of Common Stock in favor of the Merger (the "Voting Agreement"). Other than as described in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any event described in (a) - (j) of this Item 4. Item 5. Interest in Securities of the Issuer. (a) Capstone, SBIC and BLS beneficially own 1,484,426 shares of Common Stock. Of the Common Stock beneficially owned by Capstone, SBIC and BLS, 609,944 shares represent the number of shares into which the Series B Preferred Stock held by Capstone may be converted (based on the current conversion price) and 392,598 shares represent shares of Common Stock that Capstone has the right to acquire by the exercise of outstanding warrants. Based on the most recently available filing with the Commission by PlanetCAD, the beneficial ownership of Capstone, SBIC and BLS equals 9.74% of the outstanding Common Stock of PlanetCAD. BLS disclaims beneficial ownership of the Common Stock of PlanetCAD, except to the extent of her pecuniary interest in SBIC. EJF beneficially owns 1,511,961 shares of Common Stock. Of the Common Stock beneficially owned by EJF, 1,484,426 shares represent shares that EJF owns solely in - ----------------------------- ---------------------------------- CUSIP No. 727044-10-3 13D Page 9 of 11 Pages -------------- --- ----- - ----------------------------- ---------------------------------- his capacity as a control person of SBIC and 27,535 shares represent shares that EJF has the right to acquire by the exercise of stock options. Based on the most recently available filing with the Commission by PlanetCAD, the beneficial ownership of EJF equals 9.90% of the outstanding Common Stock of PlanetCAD. EJF disclaims beneficial ownership of the Common Stock that he is deemed to own in his capacity as an executive officer and control person of SBIC, except to the extent of his pecuniary interest in SBIC. (b) EJF has the sole power to vote and to dispose of the 27,535 shares of Common Stock subject to stock options held by EJF. Other than those 27,535 shares, the Reporting Persons share the power to vote and to dispose of the other 1,484,426 shares of Common Stock to which this Schedule 13D relates. (c) Capstone acquired shares of the Series B Preferred Stock in May 2002 pursuant to a Stock Purchase and Exchange Agreement dated as of May 24, 2002 with PlanetCAD and other investors (the "Series B Agreement"). Under the terms of the Series B Agreement, Capstone agreed to cancel outstanding debts that PlanetCAD owed to Capstone in the amount of $109,790 in exchange for 304,972 shares of Series B Preferred Stock. The Series B Preferred Stock may be converted into Common Stock by its holders at any time. Subject to adjustment as provided in the certificate of designations related to the Series B Preferred Stock, each share of Series B Preferred Stock is convertible currently into two shares of Common Stock. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. SBIC is the sole general partner of Capstone. As its sole general partner, SBIC has the exclusive authority to vote and dispose of the shares of Common Stock held by Capstone. EJF and BLS are the only executive officers of SBIC and each of EJF and BLS hold stock in SBIC equal to 41.67% of its voting equity. Other than the voting agreement - ----------------------------- ---------------------------------- CUSIP No. 727044-10-3 13D Page 10 of 11 Pages ----------- ---- ----- - ----------------------------- ---------------------------------- described in Item 4 of this Schedule 13D and the above-mentioned exceptions, to the best knowledge of the undersigned, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of PlanetCAD, including but not limited to transfer or voting of any of the securities, finders' fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Exhibit A: Agreement of Joint Filing dated July 12, 2002 by and among Capstone Ventures SBIC, L.P., Capstone SBIC Management, Inc. Eugene J. Fischer and Barbara L. Santry. Exhibit B: PlanetCAD Stockholders Voting Agreement dated May 1, 2002 by and among Avatech Solutions, Inc., Capstone Ventures SBIC, L.P. and certain other stockholders of PlanetCAD Inc. - ----------------------------- ---------------------------------- CUSIP No. 727044-10-3 13D Page 11 of 11 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. July 12, 2002 CAPSTONE VENTURES, SBIC, L.P. By: CAPSTONE SBIC MANAGEMENT, INC., its General Partner By: /s/ Eugene J. Fischer ---------------------------------- Name: Eugene J. Fischer Title: President CAPSTONE SBIC MANAGEMENT, INC By: /s/ Eugene J. Fischer ---------------------------------- Name: Eugene J. Fischer Title: President By: /s/ Eugene J. Fischer ---------------------------------- Name: Eugene J. Fischer By: /s/ Barbara L. Santry ---------------------------------- Name: Barbara L. Santry EX-99.A 3 dex99a.txt AGREEMENT OF JOINT FILING Exhibit A AGREEMENT OF JOINT FILING In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, and any amendments thereto, with respect to the Common Stock, par value $0.01 per share, of PlanetCAD Inc., and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of July 12, 2002. CAPSTONE VENTURES, SBIC, L.P. By: CAPSTONE SBIC MANAGEMENT, INC., its General Partner By: /s/ Eugene J. Fischer ------------------------------ Name: Eugene J. Fischer Title: President CAPSTONE SBIC MANAGEMENT, INC By: /s/ Eugene J. Fischer ------------------------------ Name: Eugene J. Fischer Title: President By: /s/ Eugene J. Fischer ------------------------------ Name: Eugene J. Fischer By: /s/ Barbara L. Santry ------------------------------ Name: Barbara L. Santry EX-99.B 4 dex99b.txt PLANETCAD STOCKHOLDERS VOTING AGREEMENT Exhibit B PLANETCAD STOCKHOLDER VOTING AGREEMENT THIS AGREEMENT, dated as of May 1, 2002 (the "Agreement"), is entered into among Avatech Solutions, Inc., a Delaware corporation (the "Company") and certain stockholders of PlanetCAD Inc., a Delaware corporation ("Parent"), whose names appear on Schedule I hereto (collectively, the "Stockholders"). WITNESSETH: WHEREAS, on May 1, 2002, Parent, Raven Acquisition Corporation, a Delaware corporation ("Sub"), and the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), which provides for, upon the terms and subject to the conditions set forth therein, the merger of Sub with and into the Company (the "Merger"); WHEREAS, as of the date hereof, each Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the number of shares of Parent Common Stock set forth opposite such Stockholder's name on Schedule I hereto (the "Owned Shares"); WHEREAS, as a condition to the Company's obligations under the Merger Agreement, the Company has required that the Stockholders enter into this Agreement; and WHEREAS, in order to induce the Company to consummate the Merger, the Stockholders are willing to enter into this Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Company and each of the Stockholders, severally and not jointly, hereby agree as follows: ARTICLE I TRANSFER AND VOTING OF SHARES; OTHER COVENANTS OF THE STOCKHOLDERS 1.1. Voting of Shares. Each Stockholder agrees, at any meeting of the stockholders of Parent, however called, and in any action by consent of the stockholders of Parent, that such Stockholder shall vote the Owned Shares (i) in favor of the approval and adoption of the Merger Agreement (as amended from time to time) and (ii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of stockholders, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for the Company or its nominees to vote such Owned Shares directly solely with respect to the matters referred to in this Section 1.1. 1.2. No Inconsistent Arrangements. Except as contemplated by this Agreement, each Stockholder shall not during the term of this Agreement (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of such Stockholder's Owned Shares or any interest therein, or create or permit to exist any Encumbrance (as defined below) on such Owned Shares unless such transfer or Encumbrance is done subject to the voting requirements set forth in Section 1.1 and subject to any such transferee or the beneficiary of any such Encumbrance executing a Proxy (as defined below), (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Owned Shares or any interest therein on terms that would, at the time of entering into such contract, option or other agreement or understanding or with the passage of time, violate clause (i) above, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Owned Shares, (iv) deposit such Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls the vote, provided that as a condition of such transfer, such Stockholder notifies the Company and provides the Company with documentation reasonably satisfactory to the Company as to the consent of the transferee to be bound by all of the provisions of this Agreement. 1.3. Proxy. Each Stockholder hereby revokes any and all prior proxies or powers-of-attorney in respect of any of the Owned Shares and constitutes and agrees to execute the proxy in the form attached hereto as Exhibit A (the "Proxy"). 1.4. Stop Transfer. Each Stockholder shall not request that Parent register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Parent and the Company may notify Parent's transfer agent of the terms hereof. 1.5. Disclosure. Each Stockholder hereby authorizes Parent and the Company to publish and disclose in the Proxy Statement/Prospectus (including all documents and schedules filed with the SEC) its identity and ownership of the Owned Shares and the nature of its commitments, arrangements and understandings under this Agreement. ARTICLE II REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER Each Stockholder hereby represents and warrants to the Company as follows: 2.1. Due Authorization, etc. Such Stockholder has all requisite personal or corporate power and authority to execute, deliver and perform this Agreement, to appoint the Company as its Proxy and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the appointment of the Company as Stockholder's Proxy and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder. This Agreement has been duly executed and delivered by or on behalf of such Stockholder and constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its 2 terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws and except that the. availability of equitable remedies, including specific performance, is subject to the, discretion of the court before which any proceeding for such remedy may be brought 2.2. No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not conflict with or violate any document, agreement, law, regulation or order to which such Stockholder is subject or by which such Stockholder or any of such Stockholder's assets is bound or affected. (b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations at permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement. 2.3. Title to Shares. Such Stockholder is the sole record and beneficial owner of the Owned Shares, free and clear of any pledge, lien, security interest, mortgage, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind ("Encumbrances"), other than restrictions imposed by the securities laws or pursuant to this Agreement or the Merger Agreement or as otherwise disclosed by such Stockholder to the Company. ARTICLE III MISCELLANEOUS 3.1. Definitions. Terms used but not otherwise defined in this Agreement have the meanings ascribed to such terms in the Merger Agreement. 3.2. Termination. This Agreement shall terminate and be of no further force and effect (i) by the unanimous written consent of the parties hereto or (ii) automatically and without any required action of the parties hereto upon (x) the Effective Time, (y) any amendment to the Merger Agreement that materially and adversely affects the economic interests of the Stockholders, or (z) the termination of the Merger Agreement in accordance with its terms. No such termination of this Agreement shall relieve any party hereto from any liability for any breach of this Agreement prior to termination. 3.3. Further Assurance. From time to time, at another party's request and without consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transaction contemplated by this Agreement. Each 3 Stockholder understands and acknowledges that the Company is proceeding with the Merger in reliance upon each Stockholder's execution and delivery of this Agreement. 3.4. Certain Events. Each Stockholder agrees that this Agreement and such Stockholder's obligations hereunder shall attach to such Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators, or successors. Notwithstanding any transfer of Owned Shares, the transferor shall remain liable for the performance of all its obligations under this Agreement. 3.5. No Waiver. The failure of any party hereto to exercise any right, power, or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, any custom or practice of the parties at variance with the terms hereof shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. Any party hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties of the other parties hereto contained herein or in any document delivered pursuant hereto and (iii) waive compliance by the other parties hereto with any of their agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only as against such party and only if set forth in an instrument in writing signed by such party. The failure of any party hereto to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights. 3.6. Specific Performance. Each Stockholder acknowledges that if such Stockholder fails to perform any of its obligations under this Agreement immediate and irreparable harm or injury would be caused to the Company for which money damages would not be an adequate remedy. In such event, each Stockholder agrees that the Company shall have the right, in addition to any other rights it may have, to specific performance of this Agreement. Accordingly, if the Company should institute an action or proceeding seeking specific enforcement of the provisions hereof, each Stockholder hereby waives the claim or defense that the Company has an adequate remedy at law and hereby agrees not to assert in any such action or proceeding the claim or defense that such a remedy at law exists. Each Stockholder further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. 3.8. Expenses. All fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs and expenses. 3.9. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to 4 modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible. 3.10. Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes any and all other prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof, and this Agreement is not intended to confer upon any other person any rights or remedies hereunder. 3.11. Assignment. This Agreement shall not be assigned by operation of law or otherwise. 3.12. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State. 3.13. Amendment. This Agreement may not be amended except by an instrument in writing signed by the parties hereto. 3.14. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement. [Signature Page Follows] 5 IN WITNESS WHEREOF, the Company and the Stockholders have caused this Agreement to be executed as of the date first written above. AVATECH SOLUTIONS, INC. By:________________________________________ Name:__________________________________ Title:_________________________________ STOCKHOLDERS Capstone Ventures SBIC, LP By: Capstone SBIC Management, Inc. /s/ Eugene J. Fischer ------------------------------------------- Print Name: :Eugene J. Fischer SCHEDULE I ---------------------------------------------------------------------- Name and Address of Stockholder Number of Shares Beneficially Owned ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- EXHIBIT A IRREVOCABLE PROXY By its execution hereof, and in order to secure its obligations under the PlanetCAD Stockholder Voting Agreement (the "Voting Agreement") of even date herewith among Avatech Solutions, Inc., a Delaware corporation (the "Company"), and certain stockholders of PlanetCAD Inc., a Delaware corporation ("Parent"), the undersigned (the "Stockholder") hereby irrevocably constitutes and appoints the Company and its successors and assigns, with full power of substitution and resubstitution, from the date hereof to the termination of the Voting Agreement, as such Stockholder's true and lawful attorney and proxy (its "Proxy"), for and in such Stockholder's name, place and stead, to demand that the Secretary call a special meeting of Stockholders of the Company for the purpose of considering any action related to the Merger Agreement and to vote each of the Owned Shares of the Stockholder as such Stockholder's Proxy at every annual, special or adjourned meeting of stockholders of Parent, and to sign on behalf of such Stockholder (as a Stockholder of Parent) any ballot, proxy, consent, certificate or other document relating to Parent that law permits or requires, in a manner consistent with Section 1.1 of the Voting Agreement. This Proxy is coupled with an interest and the Stockholder intends this Proxy to be irrevocable to the fullest extent permitted by law. The Stockholder hereby revokes any proxy previously granted by such Stockholder with respect to the Owned Shares. Capitalized terms used but not defined herein shall have the meaning set forth in the Voting Agreement. The Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in the Company, or any of its nominees, the power to carry out and give effect to the provisions of this Proxy. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 10th day of June, 2002. Capstone Ventures SBIC, LP By: Capstone SBIC Management, Inc. /s/ Eugene J. Fischer -------------------------------------------- Name: Eugene J. Fischer, President Address: 3000 Sand Hill Road, Suite 1-290 ----------------------------------- Menlo Park, CA 94062 ----------------------------------- ----------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----