SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
3D SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4431352
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
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26081 AVENUE HALL
VALENCIA, CALIFORNIA 91355
(Address of Principal Executive Offices) (Zip Code)
3D SYSTEMS CORPORATION 2001 STOCK OPTION PLAN
(Full Title of the Plan)
BRIAN SERVICE, PRESIDENT AND CHIEF EXECUTIVE OFFICER
3D SYSTEMS CORPORATION
26081 AVENUE HALL
VALENCIA, CALIFORNIA 91355
(Name and Address of Agent for Service)
(805) 295-5600
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
JULIE KAUFER, ESQ.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 229-1000
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Registered Offering Price Per Aggregate Offering Amount of
Registered Share Price Registration Fee
---------------------------- -------------------------- ------------------------ ----------------------- --------------------------
Common Stock 500,000 Shares(1) $17.04(2) $8,520,000 $2,130
$0.001 par value
============================ ========================== ======================== ======================= ==========================
(1) In the event of a stock split, stock dividend, or similar transaction
involving the Registrant's common stock, in order to prevent dilution,
the number of shares registered shall automatically be increased to
cover the additional shares in accordance with Rule 416(a) under the
Securities Act of 1933.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended, and based upon the average of the high and low prices of the
Common Stock on the Nasdaq National Market on June 7, 2001.
PART I*
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;
(b) The Registrant's Current Report on Form 8-K filed April 10, 2001;
(c) The description of Registrant's Common Stock contained in Registrant's
Registration Statement on Form S-2, dated May 10, 1995, as amended by
Amendment No. 1 dated May 25, 1995, Amendment No. 2 dated June 13,
1995 and Amendment No. 3 dated June 19, 1995.
(d) All documents subsequently filed by Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this registration statement and to be
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Nine of the Registrant's Certificate of Incorporation and
Article Five of its Bylaws provide for the indemnification by the Registrant of
each director, officer and employee of the Registrant to the fullest extent
permitted by the Delaware General Corporation Law, as the same exists or may
hereafter be amended. Section 145 of the Delaware General Corporation Law
provides in relevant part that a corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgements, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful.
In addition, Section 145 provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgement in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith in a manner such
person reasonably believed
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to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnification for
such expenses which the Delaware Court of Chancery or such other court shall
deem proper. Delaware law further provides that nothing in the above-described
provisions shall be deemed exclusive of any other rights to indemnification or
advancement of expenses to which any person may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
Article Nine of the Company's Certificate of Incorporation provides
that a director of the Registrant shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Section 102(b)(7) of the Delaware General Corporation Law provides that a
provision so limiting the personal liability of a director shall not eliminate
or limit the liability of a director for, among other things: breach of the duty
of loyalty; acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law; unlawful payment of dividends; and
transactions from which the director derived an improper personal benefit.
The Registrant has entered into separate but identical indemnity
agreements (the "Indemnity Agreements") with each director of the Registrant and
certain officers of the Registrant (the "Indemnitees"). Pursuant to the terms
and conditions of the Imdemnity Agreements, the Registrant indemnified each
Indemnitee against any amounts which he or she becomes legally obligated to pay
in connection with any claim against him or her based upon any action or
inaction which he or she may commit, omit or suffer while acting in his or her
capacity as a director and/or officer of the Registrant or its subsidiaries,
provided, however, that the Indemnitee acted in good faith and in a manner the
Indemnitee reasonably believed to be in or not opposed to the best interest of
the Company and, with respect to any criminal action, had no reasonable cause to
believe Indemnitee's conduct was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. regarding
validity of securities.
10.1 3D Systems Corporation 2001 Stock Option Plan.
23.1 Consent of Deloitte & Touche, LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
in exhibit 5.1).
24.1 Power of Attorney (included as part of the signature page of
this registration statement).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the Offering.
(4) For purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of the appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Valencia, State of California on this 31st day of
May, 2001.
3D SYSTEMS CORPORATION
(Registrant)
By: /S/ E. JAMES SELZER
--------------------
E. James Selzer
Chief Financial Officer and Vice
President, Finance
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Brian K. Service and E. James Selzer, and each of them, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and his name, place and stead, in any and all capacities, to sign this
registration statement and any or all amendment (including post-effective
amendments) to this registration statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933 this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/S/ BRIAN K. SERVICE President and Chief Executive Officer and May 31, 2001
-------------------------------------- Director (Principal Executive Officer)
Brian K. Service
/S/ E. JAMES SELZER Chief Financial Officer and VP, Finance May 31, 2001
-------------------------------------- (Principal Financial Officer and Principal
E. James Selzer Accounting Officer)
/S/ CHARLES W. HULL Chief Technology Officer and Director May 31, 2001
--------------------------------------
Charles W. Hull
/S/ WALTER LOEWENBAUM Chairman of the Board of Directors May 31, 2001
--------------------------------------
Walter Loewenbaum
/S/ GARY J. SBONA Director May 31, 2001
--------------------------------------
Gary J. Sbona
Director
--------------------------------------
Miriam V. Gold
Director
--------------------------------------
Kevin S. Moore
Director
--------------------------------------
Richard C. Spalding
/S/ JIM D. KEVER Director May 31, 2001
--------------------------------------
Jim D. Kever
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. regarding
validity of securities.
10.1 3D Systems Corporation 2001 Stock Option Plan.
23.1 Consent of Deloitte & Touche, LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
exhibit 5.1).
24.1 Power of Attorney (included as part of the signature page of this
registration statement).
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Exhibit 5.1
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
June 4, 2001
3D Systems Corporation
26081 Avenue Hall
Valencia, California 91355
Ladies/Gentlemen:
At your request, we have examined the registration statement on Form
S-8 (the "Registration Statement") to which this letter is attached as Exhibit
5.1 filed by 3D Systems Corporation, a Delaware corporation (the "Company"), in
order to register under the Securities Act of 1933 (the "Act"), 500,000 shares
of common stock, par value $0.001 per share (the "Shares"), of the Company
issuable pursuant to the Company's 2001 Stock Option Plan (the "Plan").
We are of the opinion that the Shares have been duly authorized and
upon issuance and sale in conformity with and pursuant to the Plan, the Shares
will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the use of our name in the Prospectus constituting a part
thereof.
Respectfully submitted,
/S/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
---------------------------------------------
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this Registration Statement of
3D Systems Corporation on Form S-8 of our report dated March 5, 2001, appearing
in the Annual Report on Form 10-K of 3D Systems Corporation for the year ended
December 31, 2000.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
June 6, 2001
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
3D Systems Corporation on Form S-8 of our reports dated February 14, 2000,
relating to the consolidated financial statements and financial statement
schedule of 3D Systems Corporation as of December 31, 1999 and for the years
ended December 31, 1999 and 1998, which appears in 3D System Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000, which is
incorporated herein by reference.
/s/ PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
June 8, 2001