SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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3D SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4431352
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
26081 AVENUE HALL
VALENCIA, CALIFORNIA 91355
(Address of Principal Executive Offices) (Zip Code)
3D SYSTEMS CORPORATION 1996 STOCK INCENTIVE PLAN
1996 NON-EMPLOYEE DIRECTORS' 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)
(661) 295-5600
(Telephone Number, Including Area Code, of Agent for Service)
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Copies to:
JULIE KAUFER, ESQ.
AFSHIN HAKIM, ESQ.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 728-3313
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered (1) Per Share (2) Offering Price (2) Fee
-------------------- ---------------- ---------------- ------------------- ------------
Common Stock 1,500,000 Shares $11.55 $17,325,000 $4,140.68
$0.001 par value
-------------------- ---------------- ---------------- ------------------- ------------
Common Stock 100,000 Shares $11.55 $1,155,000 $276.04
$0.001 par value
-------------------- ---------------- ---------------- ------------------- ------------
Total 1,600,000 Shares $11.55 $18,480,000 $4,416.72
==================== ================ ================ =================== ============
(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 February 25, 2002.
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8 ("REGISTRATION OF ADDITIONAL
SECURITIES"), THE COMPANY HEREBY MAKES THE FOLLOWING STATEMENT:
On September 12, 1996, the Company filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (Registration No.
333-11865) (the "Prior Registration Statement") relating to shares of the
Common Stock to be issued pursuant to its 1996 Stock Incentive Plan, as
amended (the "1996 Plan"), and its 1996 Non-Employee Directors' Stock
Option Plan, as amended (the "Director Plan"), and the Prior Registration
Statement is currently effective. On June 2, 1999, the Company filed a
Registration Statement relating to the same class of securities as those to
which the Prior Registration Statement relates issuable pursuant to the
1996 Plan. This Registration Statement relates to securities (a) of the
same class as those to which the Prior Registration Statement relates and
(b) to be issued pursuant to the 1996 Plan and the Director Plan. The
contents of the Prior Registration Statement are incorporated herein by
reference.
THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REGISTRATION STATEMENT:
4.1 3D Systems Corporation 1996 Stock Incentive Plan, as amended.
Incorporated by reference to Appendix A to Registrant's Definitive
Proxy Statement filed on March 30, 2001.
4.2 3D Systems Corporation 1996 Non-Employee Directors' Stock Option Plan,
as amended. Incorporated by reference to Appendix B to Registrant's
Definitive Proxy Statement filed on March 30, 2001.
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. regarding
validity of securities.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5.1).
24.1 Power of Attorney (set forth on page 3).
Page 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 19th day of
February 2002.
3D SYSTEMS CORPORATION
(Registrant)
By: /S/ E. JAMES SELZER
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E. James Selzer
Chief Financial Officer and Vice President,
Finance
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Brian
Service and E. James Selzer, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and his name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this Registration
Statement and to file a new registration statement under Rule 461 or Instruction
E of Form S-8 of the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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 attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
/S/ BRIAN SERVICE President, Chief February 19, 2002
---------------------------- Executive Officer, and
Brian Service Director
/S/ E. JAMES SELZER Chief Financial February 19, 2002
---------------------------- Officer
E. James Selzer and VP, Finance
/S/ CHARLES W. HULL
---------------------------- Chief Technology February 19, 2002
Charles W. Hull Officer and Director
/S/ KAREN M. SHOTTING Vice President, February 19, 2002
---------------------------- General Counsel and
Karen M. Shotting Secretary
/S/ G. WALTER LOEWENBAUM
---------------------------- Chairman of the Board February 19, 2002
G. Walter Loewenbaum, II of Directors
/S/ GARY J. SBONA
---------------------------- February 19, 2002
Gary J. Sbona Director
/S/ MIRIAM V. GOLD
---------------------------- February 19, 2002
Miriam V. Gold Director
Page 3
/S/ JIM D. KEVER
---------------------------- February 19, 2002
Jim D. Kever Director
/S/ KEVIN S. MOORE
---------------------------- February 19, 2002
Kevin S. Moore Director
/S/ RICHARD C. SPALDING
---------------------------- February 19, 2002
Richard C. Spalding Director
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
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4.1 3D Systems Corporation 1996 Stock Incentive Plan, as amended.
Incorporated by reference to Appendix A to Registrant's Definitive
Proxy Statement filed on March 30, 2001.
4.2 3D Systems Corporation 1996 Non-Employee Directors' Stock Option
Plan, as amended. Incorporated by reference to Appendix B to
Registrant's Definitive Proxy Statement filed on March 30, 2001
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. regarding
validity of securities.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5.1). 24.1 Power of Attorney (set forth on Page 3).
Page 5