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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 20-F/A

(Amendment No. 1)







|☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR



|☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2016

OR



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

OR



|☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Commission File Number: 001-36515





MATERIALISE NV

(Exact
name of Registrant as specified in its charter)





Not Applicable

(Translation of Registrants name into English)

Kingdom of Belgium

(Jurisdiction of incorporation or organization)

Technologielaan 15, 3001 Leuven, Belgium

(Address of principal executive offices)





Peter Leys,
telephone +32 (16) 39 66 11, facsimile +32 (16) 39 66 00, Technologielaan 15, 3001 Leuven, Belgium

(Name, Telephone, and E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to
be registered pursuant to Section 12(b) of the Act:



|                                                                                             |  |                                          
|-------------------------------------------------------------------------------------------- |  | -----------------------------------------
|Title of each class                                                                          |  | Name of each exchange on which
registered
|American Depositary Shares, each representing one
Ordinary Share, no nominal value per share |  | The NASDAQ Stock Market LLC              
|Ordinary Shares, no nominal value per share*                                                 |  | The NASDAQ Stock Market LLC              



|* | Not for trading but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Securities registered or to be registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.





The number of outstanding shares of each of the issuers classes of capital or common stock as of December 31, 2016 was: 47,325,438 Ordinary Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    ☐  Yes    ☒  No

If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    ☐  Yes    ☒  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    
☒  Yes    ☐  No

Indicate by check mark whether the registrant has submitted electronically and posted
on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files).    ☐  Yes    ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                         |  |  
|----------------------- |  | - |  | ----------------------- |  | -
|Large accelerated filer |  | ☐ |  | Accelerated filer       |  | ☒
|                        |  |   | 
|Non accelerated filer   |  | ☐ |  | Emerging growth company |  | ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.    ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:



|             |  |                                                                                                          |  |         
|------------ |  | -------------------------------------------------------------------------------------------------------- |  | --------
|U.S. GAAP  ☐ |  | International Financial Reporting Standards as issued by the International Accounting Standards Board  ☒ |  | Other  ☐

If Other has been checked in response to the previous question, indicate by check mark which financial statement
item the registrant has elected to follow.    ☐  Item 17    ☐  Item  18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.).    ☐  Yes    ☒  No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    ☐  Yes    ☐  No









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EXPLANATORY NOTE

This Amendment No. 1 on Form 20-F/A (this Amendment) amends the Annual Report on Form
20-F for the year ended December 31, 2016 of Materialise NV (the Company), as originally filed with the U.S. Securities and Exchange Commission on April 28, 2017 (the Original Form 20-F). The Company is filing this Amendment solely to include the financial statements and related notes of RSPRINT Powered by Materialise NV (RSPRINT), and the audit report of BDO
Bedrijfsrevisoren Burg. CVBA relating thereto, as required by Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended (Rule 3-09).

The Company owns a 50%
non-controlling interest in RSPRINT and accounts for RSPRINT using the equity method of accounting. RSPRINT met the significant subsidiary test of an equity investee as of and for the year ended
December 31, 2016.

The Original Form 20-F is being amended to include as exhibits:
(i) audited financial statements of RSPRINT as of and for the year ended December 31, 2016 and unaudited financial statements as of December 31, 2015 and January 1, 2015 and for the year ended December 31, 2015, prepared in
accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (collectively IFRS); (ii) the consent of BDO Bedrijfsrevisoren Burg. CVBA, the independent auditor of RSPRINT; and
(iii) certifications by the Companys Chief Executive Officer and Chief Financial Officer.

This Amendment does not affect any
other parts of, or exhibits to, the Original Form 20-F, and it does not reflect events occurring after the date of the Original Form 20-F. Accordingly, this
Amendment should be read in conjunction with the Original Form 20-F and any documents filed with or furnished to the U.S. Securities and Exchange Commission by the Company subsequent to April 28,
2017.



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TABLE OF CONTENTS



|         |  |          |  |      |   | 
|-------- |  | -------- |  | ---- | - | 
|         |  |          |  | Page |  
|ITEM 19. |  | Exhibits |  |      | 1 | 



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PART III



|ITEM 19. | EXHIBITS
|-------- | --------



|     |  |                                                                                                                                                                                                                                                                                                                                                                   
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1  |  | Articles of Association of Materialise NV (English translation) (incorporated by reference to Exhibit 1.1 to the Companys Annual Report on Form 20-F for the year ended December 31,
2015)                                                                                                                                                                       
|     | 
|2.1  |  | Deposit Agreement, dated as of June 24, 2014, among Materialise NV and The Bank of New York Mellon (incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on Form
F-1 (File No. 333-194982))                                                                                                                                           
|     | 
|2.2  |  | Form of American Depositary Receipt (included in Exhibit 2.1)                                                                                                                                                                                                                                                                                                     
|     | 
|     |  | Certain instruments relating to long-term debt as to which the total amount of securities authorized thereunder does not exceed 10% of the total assets of Materialise NV and its subsidiaries on a consolidated basis have been omitted
in accordance with Form 20-F. The Company hereby agrees to furnish a copy of any such instrument to the SEC upon request.
|     | 
|4.1  |  | 2007 Warrant Plan (English translation) (incorporated by reference to Exhibit 10.1 to the Companys Registration Statement on Form F-1 (No.
333-194982))                                                                                                                                                                                                          
|     | 
|4.2  |  | 2013 Warrant Plan (English translation) (incorporated by reference to Exhibit 10.2 to the Companys Registration Statement on Form F-1 (No.
333-194982))                                                                                                                                                                                                          
|     | 
|4.3  |  | 2014 Warrant Plan (English translation) (incorporated by reference to Exhibit 10.3 to the Companys Registration Statement on Form F-1 (No.
333-194982))                                                                                                                                                                                                          
|     | 
|4.4  |  | Form of Warrant Agreement under 2014 Warrant Plan (English translation) (incorporated by reference to Exhibit 4.6 to the Companys Registration Statement on Form S-8 (No. 333-197236))                                                                                                                                                                           
|     | 
|4.5  |  | 2015 Warrant Plan (English translation) (incorporated by reference to Exhibit 4.5 to the Companys Annual Report on Form 20-F for the year ended December 31, 2015)                                                                                                                                                                                               
|     | 
|4.6  |  | Form of Warrant Agreement under 2015 Warrant Plan (English translation) (incorporated by reference to Exhibit 4.4 to the Companys Registration Statement on Form S-8 (File No. 333-212445))                                                                                                                                                                      
|     | 
|4.7  |  | Lease, dated September 30, 2002, between Ailanthus NV and Materialise NV (English translation) (incorporated by reference to Exhibit 10.5 to the Companys Registration Statement on Form
F-1 (No. 333-194982))                                                                                                                                                   
|     | 
|4.8  |  | Registration Rights Agreement, dated September 15, 2016, among Materialise NV and the Holders party thereto (incorporated by reference to Exhibit 4.8 to the Companys Registration Statement on Form F-3 (No. 333-213649))                                                                                                                                       
|     | 
|8.1  |  | Subsidiaries of Materialise NV (previously filed as Exhibit 8.1 to the Companys Annual Report on Form 20-F for the year ended December 31, 2016)                                                                                                                                                                                                                 
|     | 
|12.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                
|     | 
|12.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                
|     | 
|13.1 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                 
|     | 
|13.2 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                 
|     | 
|23.1 |  | Consent of BDO Bedrijfsrevisoren Burg. CVBA, independent registered public accounting firm (previously filed as Exhibit 23.1 to the Companys Annual Report on Form 20-F for the year ended
December 31, 2016)                                                                                                                                                    
|     | 
|23.2 |  | Consent of BDO Bedrijfsrevisoren Burg. CVBA, independent accountants                                                                                                                                                                                                                                                                                              
|     | 
|99.1 |  | Audited Financial Statements of RSPRINT Powered by Materialise NV, as of and for the year ended December 31, 2016                                                                                                                                                                                                                                                 



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Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that
it has duly caused and authorized the undersigned to sign this annual report on its behalf.



|               |  |                        
|-------------- |  | -----------------------
|MATERIALISE NV
|               | 
|By:            |  | /s/ Wilfried Vancraen  
|Name:          |  | Wilfried Vancraen      
|Title:         |  | Chief Executive Officer

Date: June 30, 2017



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