RP Company

From: Elaine Hunt (ehunt@ces.clemson.edu)
Date: Thu Jan 14 1999 - 17:38:44 EET

      Who are the possibilities? Anybody know? Willing to talk? Give me a

  Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement

                                              [ ] Confidential, for use of
[x] Definitive Proxy Statement the Commission only
[ ] Definitive Additional Materials (as permitted by Rule
[ ] Soliciting Material Pursuant to Rule 14a-ll(c) or Rule 14a-12

                                 STRATASYS, INC.
                (Name of Registrant as Specified In Its Charter)

In September 1997, the Company entered into certain agreements with a
company that is in the business of developing, manufacturing and selling rapid
prototyping devices (the "RP Company"). Members of the RP Company have
purchased, for $250,000 each, 11 Investment Units consisting of an equity
payment of $130,000 and a $120,000 Subordinated Note of the RP Company
bearing interest at the rate of 10% per year, compounded annually and
maturing on December 31, 1999. Scott Crump, the Chairman of the Board,
President, Chief Executive Officer, and Treasurer of the Company, and
Arnold Wasserman, a Director of the Company, each owns one Investment Unit
in the RP Company, and two investment funds for which Archery Capital LLC
("Archery") acts as
investment manager own a total of three Investment Units. Mr. Crump is a
member of the RP Company's governing board, which consists of five members.
Under the agreements, the Company granted the RP Company the right and
license to use Company technology without payment of a royalty, solely for
the purpose of developing a product having the specifications set forth in
the agreements
(the "RP Product"). If the RP Company successfully completes the RP Product,
the Company will have the option (the "Option") to acquire either (i)
ownership of the RP Product or (ii) ownership of all membership interests in
the RP Company. If the Company exercises its Option, it will be required to
make an aggregate payment of between approximately $3,500,000 and $4,100,000,
depending upon the date of completion, and to issue warrants to purchase an
aggregate of 88,000 shares of the Company's Common Stock ("Member Warrants").
In that event, Mr. Crump, Mr. Wasserman, the investment funds for which
Archery acts as investment manager and each other member of the RP Company
will each receive a minimum payment of $325,000 plus 8,000 Member Warrants per
Investment Unit. Mr. Crump and Mr. Wasserman have both agreed not to
participate as members of the Company's Board in any decision of the Company
related to its exercise of the Option. If the RP Product is completed, but the
Company does not exercise its Option, it has agreed to license the Company's
technology used in the RP Product for a royalty of 6% of the net revenues
received by the RP Company from the RP Product and related support and
services. There can be no assurance that the RP Company will complete the RP
Product, that the Company will exercise its Option, or that any member of the
RP Company will receive a return of the amounts paid for their Investment Unit
or any return thereon.

Opinions, suggestions, and other controversial matter VOID where prohibited.
Elaine T. Hunt, Director
Clemson University Laboratory to Advance Industrial Prototyping
206 Fluor Daniel Bldg. Clemson, SC 29643-0925
864-656-0321 (voice) 864-656-4435 (fax)

For more information about the rp-ml, see http://ltk.hut.fi/rp-ml/

This archive was generated by hypermail 2.1.2 : Tue Jun 05 2001 - 22:50:45 EEST