SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of December 2019
Commission File Number 001-35751
(Translation of registrant’s name into English)
|c/o Stratasys, Inc.||2 Holtzman Street, Science Park|
|7665 Commerce Way||P.O. Box 2496|
|Eden Prairie, Minnesota 55344||Rehovot, Israel 76124|
|(Addresses of principal executive offices)|
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Appointment of New Chief Executive Officer; Compensation Terms
On December 17, 2019, Stratasys Ltd. (“Stratasys” or the “Company”) announced the hiring of a new chief executive officer, Yoav Zeif, effective as of February 18, 2020. Elchanan Jaglom, who has been serving as interim chief executive officer, will remain in his role as Chairman of the Board following Mr. Zeif’s appointment.
Mr. Zeif brings broad, global experience to the Company. For a description of Mr. Zeif’s professional background, please see the Company’s press release announcing Mr. Zeif’s appointment, which is furnished as Exhibit 99.1 hereto.
In conjunction with his appointment as Stratasys’ chief executive officer, Mr. Zeif has entered into a binding employment offer letter with Stratasys that details the terms of his service. Under the employment letter, Mr. Zeif will serve as Stratasys’ full-time CEO for an indefinite period (subject to the termination provisions referenced further below) and receive, in respect thereof, a monthly salary of 175,000 New Israeli Shekels (“NIS”) (approximately $50,140, based on the current NIS-dollar exchange ratio). Mr. Zeif may be entitled to an annual cash bonus within a range of 50% to 150% of his annual base salary, as to be determined by the Company’s board of directors (following requisite approval from the compensation committee thereof) based on achievement of Company-related goals (and subject to the achievement of threshold level goals for the receipt of a minimum bonus).
In addition to cash compensation, Mr. Zeif will receive annual grants of restricted share units (“RSUs”). For his first year of employment, he will receive RSUs that are equal in value to $1.2 million or $800,000, depending on whether the average closing Stratasys share price for the 30-day period prior to the announcement of his hiring (the “Pre-Announcement Price”) is $20 or above, or below $20, respectively. In the latter case, the number of RSUs to be granted to Mr. Zeif will be capped at 55,000. In subsequent years as well, Mr. Zeif will be entitled to grants of RSUs equal in value to $1.2 million or $800,000, depending on whether the average closing Stratasys share price for the 30-day period prior to the grant date is $20 or above, or below $20, respectively, and in the latter case, the number of RSUs to be granted to Mr. Zeif will be capped at 55,000. Two-thirds of the RSUs that are granted for any such year (whether initial or subsequent) will be subject to a four-year vesting schedule (commencing on the one-year anniversary of the relevant grant date, followed by 12 equal quarterly vesting periods thereafter). The vesting of the remaining one-third of the RSUs granted in any such year will be conditioned on the satisfaction of performance-based metrics that will be determined by the Stratasys board of directors and that will cover not more than four calendar years.
Besides annual equity compensation, Mr. Zeif will receive, within the first 14 days of his employment, a one-time, special upside grant of options to purchase 300,000 ordinary shares, with an exercise price that will equal the average of Stratasys’ closing share price for the 30 days following his commencement of employment. These special upside options will vest and become exercisable in two groups of 150,000 options each, in accordance with the schedule described in the following sentence, if the average closing Stratasys share price reaches two respective levels— $10 or $20 above the Pre-Announcement Price— for a consecutive six-month period following the commencement of Mr. Zeif’s employment. If and when the relevant closing price level is met for the requisite consecutive six-month period, the relevant 150,000 options will vest in equal installments of 18,750 each over the next eight consecutive quarters, assuming continued employment. Any options granted pursuant to the special upside grant that are not yet vested will be subject to accelerated vesting in the event that Mr. Zeif’s employment is terminated or he resigns for good reason in connection with, or within 12 months following, a change of control transaction for which the value of the Company (or its assets, if applicable) reflected in the transaction as of its closing date exceeds the respective price level that initially triggers vesting.
Under the employment offer letter, Mr. Zeif is entitled to customary additional benefits, including a pension arrangement, disability insurance and severance pay contributions by the Company, study fund contributions by the Company, use of a car, annual vacation, sick leave and reimbursement for business-related, reasonably-necessary travel, lodging and related expenses. In the event of termination of Mr. Zeif’s employment by the Company (other than for cause, or due to Mr. Zeifs violation of his below-described undertakings) or by Mr. Zeif for good reason, Mr. Zeif will be entitled to an adjustment payment equal to six months base salary, in addition to a three-month (in the first year of employment) or six-month (at any time thereafter) notice period (other than in a case of termination for cause, when that notice is not required).
In connection with his execution of the employment offer letter, Mr. Zeif has agreed to certain customary undertakings in favor of the Company that cover confidentiality, non-competition, non-solicitation and assignment of inventions.
In order to induce Mr. Zeif to accept the Companys employment offer and in connection with his relocation from the United States to the Companys principal executive offices in Israel related to his hiring, Stratasys will pay him a signing/relocation bonus of $300,000, of which $100,000 will be repayable if his employment is terminated by the Company for cause or he resigns other than for good reason during his first 12 months of employment.
A copy of the Companys press release announcing Mr. Zeifs appointment is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this Form 6-K).
The information in this Form 6-K, excluding Exhibit 99.1, is incorporated by reference in the Companys registration statement on Form S-8, SEC file number 333-190963, filed by the Company with the SEC on September 3, 2013, and shall be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
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, thereunto duly authorized.
|Dated: December 19, 2019||By:||/s/ Lilach Payorski|
|Title:||Chief Financial Officer|
|99.1||Press Release issued by the Company on December 17, 2019, announcing the hiring of Mr. Yoav Zeif as the Company’s new chief executive officer|
STRATASYS APPOINTS YOAV ZEIF AS NEW CHIEF EXECUTIVE OFFICER
Seasoned executive leader chosen to drive strategy, go-to-market and growth acceleration
EDEN PRAIRIE, Minn. & REHOVOT, Israel – (BUSINESS WIRE) – Dec. 17, 2019 – Stratasys Ltd. (NASDAQ: SSYS), a global leader in additive manufacturing and 3D printing technology, today announced the appointment of Yoav Zeif as the company’s new Chief Executive Officer, effective Feb. 18, 2020. Current Interim CEO Elchanan (Elan) Jaglom will continue in his role as Chairman.
Mr. Zeif brings broad, global experience in industry transformation to Stratasys, having served in senior leadership roles for both public and private multi-billion-dollar corporations, leading worldwide operations across industries and professional domains. Zeif was President of the Americas Division, Head of Product Offering and Chief Commercial Officer at Netafim, the world’s largest micro-irrigation company, from 2013 to 2018. Prior to that, he was Senior Vice President of Products and Marketing at Makhteshim (now Adama Ltd.), a global crop-protection company, where he managed the entire portfolio of products and all global commercial relationships. Since 2018, Yoav has been a partner in the New York office of McKinsey & Company. Yoav obtained an Executive MBA from the Kellogg School of Management at Northwestern University and a Ph.D. in International Economics from Bar-Ilan University.
“Stratasys has led the expansion of the 3D printing industry for more than three decades, but the potential impact of this transformative technology across all industries is just beginning,” said Elchanan (Elan) Jaglom, Stratasys Chairman and Interim CEO. “Yoav brings the strong combination of leadership and global operational experience to fuel our next stage of growth. We are confident that as CEO he will advance our offering and further our vision to reshape the world of design, prototyping and manufacturing.”
Mr. Zeif has an extensive executive management background in leading sales, product, R&D and manufacturing activity in complex competitive environments – precisely the leadership needed for Stratasys to execute on its roadmap for the coming years. At Netafim, he led the global development of an advanced irrigation system that leveraged Internet of Things (IoT) technology and artificial intelligence. He restructured the organizations go-to-market strategy and expanded its coverage through an M&A strategy. He also transformed Netafims global product offering, digital marketing, and Crop Management Technology unit. With responsibility spanning dozens of global geographies and multiple lines of business, Yoav delivered growth rates significantly higher than the surrounding market.
Stratasys pioneered and continues to power the additive manufacturing landscape, enabling companies across virtually all industries to build and improve their businesses through 3D printing technology, said Zeif. In particular, thanks to its outstanding innovations and application engineering, it is clear that Stratasys is poised not only to reshape product development and prototyping but also to transform supply chains and manufacturing through efficiency and personalization. I am excited to be joining the company and its talented and dedicated teams around the world at such a pivotal time.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other U.S. securities laws. Forward-looking statements are characterized by the use of forward-looking terminology such as "will," "expects," "anticipates," "continue," "believes," "should," "intended," "future," "planned," or other words. These forward-looking statements include, but are not limited to, statements relating to the Company's objectives, plans and strategies, statements of preliminary or projected results of operations or of financial condition and all statements that address activities, events or developments that the Company intends, expects, projects, believes or anticipates will or may occur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. The Company has based these forward-looking statements on assumptions and assessments made by its management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things: the degree of market acceptance of our 3D printers, high-performance systems and consumables, and the software and technology included in those systems; potential declines in the demand for, or the prices of, our products and services, or volume of our sales, due to decreased demand either for them specifically or in the 3D printing market generally; potential shifts in our overall strategy, including as related to any reorganization activities and our capital expenditures; potential shifts in our product mix to lower-margin products or in our revenues mix towards our AM services business; the impact of competition and new technologies; potential further charges against earnings that we could be required to take due to impairment of additional goodwill or other intangible assets; potential failure to successfully consummate acquisitions or investments in new businesses, technologies, products or services; risks related to our relationships with our suppliers, resellers and independent sales agents, and our operations at our manufacturing sites; risks related to the international scope of our operations and regulatory compliance (including reporting, environmental, anti-corruption and other regulatory compliance) related to that scope of operations; risks related to the security of our information systems (including risks related to potential cyber-attacks); changes in the overall global economic environment or in political and economic conditions in the countries in which we operate; changes in our strategy; costs and potential liability relating to litigation and regulatory proceedings; and those additional factors referred to in Item 3.D "Key Information - Risk Factors" in our Annual Report on Form 20-F for the year ended December 31, 2018, filed with the Securities and Exchange Commission (the "SEC") on March 7th, 2019. Any forward-looking statements made in this press release are made as of the date hereof, and Stratasys undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Stratasys is a global leader in additive manufacturing and 3D printing technology and is the manufacturer of FDM® and PolyJet™ 3D Printers. The company’s technologies are used to create prototypes, manufacturing tools, and production parts for industries, including aerospace, automotive, healthcare, consumer products and education. For 30 years, Stratasys products have helped manufacturers reduce product-development time, cost, and time-to-market, as well as reduce or eliminate tooling costs and improve product quality. The Stratasys 3D printing ecosystem of solutions and expertise includes: 3D printers, materials, software, expert services, and on-demand parts production. Online at: www.stratasys.com, http://blog.stratasys.com and LinkedIn.
Stratasys Investor Relations
Vice President - Investor Relations
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