UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Act of 1934
(Amendment No. 4 )
3D Systems Corporation
(Name of Issuer)
Common
(Title of Class of Securities)
88554D205
(CUSIP Number)
12/31/02
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
Rule 13d-1(b) [x ]
Rule 13d-1(cc) [ ]
Rule 12d-1(d) [ ]
*The remainder of this cover page shall be filled out for a reporting
person's initial filing
on this form with respect to the subject class of securities, and for any
subsequent
amendment containing information which would alter the disclosures provided
in a
prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all
other provisions of the Act (however, see the Notes).
88554D205
CUSIP NO.
1. Name of Reporting Person: Daruma Asset Management, Inc.
Social Security No. or I.R.S. Identification Nos. of above persons (entities
only): 13-3831899
2. Check the Appropriate Box if a Member of a Group (See Instructions)
not applicable
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization New York
Number of 5. Sole Voting Power See Item 4 & Exhibit A
Shares Bene- 6. Shared Voting Power See Item 4 & Exhibit A
Ficially by 7. Sole Dispositive Power See Item 4 & Exhibit A
Owned by Each 8. Shared Dispositive Power See Item 4 &
Exhibit A
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,423,200
(See Item 4 & Exhibit A)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 11.2%
(See Item 4 & Exhibit A)
12. Type of Reporting Person (See Instructions) IA
1. Name of Reporting Person: Mariko O. Gordon
Social Security No. or I.R.S. Identification Nos. of above persons (entities
only):
2. Check the Appropriate Box if a Member of a Group (See Instructions)
not applicable
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization U.S.A.
Number of 5. Sole Voting Power See Item 4 & Exhibit A
Shares Bene- 6. Shared Voting Power See Item 4 & Exhibit A
Ficially by 7. Sole Dispositive Power See Item 4 & Exhibit A
Owned by Each 8. Shared Dispositive Power See Item 4 &
Exhibit A
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,423,200
(See Item 4 & Exhibit A)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 11.2%
(See Item 4 & Exhibit A)
12. Type of Reporting Person (See Instructions) HC
Item 1
(a) Name of Issuer
3D Systems Corporation
(b) Address of Issuer's Executive Offices:
26081 Avenue Hall
Valencia, CA 91355
Item 2
(a) Name of Person Filing
(i) Daruma Asset Management, Inc.
(ii) Mariko O. Gordon
(b) Address of Principal Office
(i) & (ii): 80 West 40th Street, 9th Floor
New York, NY 10018
(c) Citizenship: (i) New York (ii) U.S.A.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: (i)
(ii) not applicable
Item 3. If this Statement is filed pursuant to ?240.13d-1(b) or 240.13d-2(b)
or (c),
check whether the person filing is an:
(i) Daruma Asset Management, Inc.:
(d) An Investment Adviser in accordance with ?240.13d-
1(b)(1)(ii)(E)
(ii) Mariko O. Gordon
(g) A control person in accordance with ?240.13d-1(ii)(G)
Item 4: Ownership:
The securities covered by this statement are beneficially owned by one
or more investment advisory clients whose accounts are managed by Daruma
Asset
Management, Inc. ("Daruma"). The investment advisory contracts relating to
such
accounts grant to Daruma sole investment and/or voting power over the
securities
owned by such accounts. Therefore Daruma may be deemed to be the beneficial
owner of the securities covered by this statement for purposes of Rule 13d-3
("Rule
13d-3") under the Securities Act of 1934 (the "1934 Act").
Mariko O. Gordon (the "Principal Shareholder") owns in excess of 50% of
the outstanding voting stock and is the president of Daruma. The Principal
Shareholder
may be deemed to be the beneficial owner of securities held by persons and
entities
advised by Daruma for purposes of Rule 13d-3.
Daruma and the Principal Shareholder each disclaims beneficial
ownership
in any of the securities covered by this statement. Daruma and the Principal
Shareholder
are of the view that they are not acting as a "group" for purposes of Section
13(d) under
the 1934 Act and that they are not otherwise required to attribute to each
other the
"beneficial ownership" of securities held by any of them or by any persons or
entities
advised by Daruma.
(a) Amount beneficially owned: 1,423,200 (See Item 4 & Exhibit A)
(b) Percent of Class: 11.2% (See Item 4 & Exhibit A)
(c) Powers Number of Shares
(i)Sole power to vote or to direct the vote 805,500
(See Item 4 & Exhibit A)
(ii)Shared power to vote or to direct the vote 0
(iii)Sole power to dispose or to direct disposition 1,423,200
(See Item 4 & Exhibit A)
(iv)Shared power to dispose or to direct disposition 0
Item 5. Ownership of 5% or less of a class
Not applicable
Item 6. Ownership of more than 5% on behalf of Another Person:
Investment advisory clients of Daruma Asset Management, Inc. have
the right to receive dividends from as well as the proceeds from the sale of
securities covered by this statement.
Item 7. Identification and Classification of the Subsidiary which
acquired the Security being
reported on by the ultimate parent company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below, we certify to the best of our knowledge
and belief, the securities referred to above were acquired in the ordinary
course
of business and were not acquired for the purpose of and do not have the
effect
of changing or influencing the control of the issuer of such securities and
were
not acquired in connection with or as a participant in any transaction having
such
purpose or effect. This report shall not be construed as an admission by the
persons
filing the report that they are beneficial owners of any of the securities
covered by this report.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify
that the information set forth in this statement is true, complete and
correct.
Date: February 14, 2003
DARUMA ASSET MANAGEMENT, INC.
/s/Mary B. O'Byrne
By: Mary B. O'Byrne
Vice President
Mariko O. Gordon
By: /s/Mary B. O'Byrne
Attorney-in-fact for
Mariko O. Gordon pursuant to
Power of Attorney filed as Exhibit C to this Schedule G
EXHIBIT A
Daruma Asset Management, Inc. ("Daruma") presently holds 1,423,200 shares
of 3D Sytems Corporation (the "Issuer") common stock.
Daruma has sole investment discretion over 1,423,200 shares and sole voting
discretion over 805,500 shares, which are held for the benefit of its clients
by
its separate managed investment advisory accounts.
The shares were acquired in the ordinary course of business, and not with the
purpose
or effect of changing or influencing control of the Issuer. The filing of
this statement
should not be construed as an admission that Daruma is, for the purposes of
Sections
13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of
these shares.
EXHIBIT B
Joint Filing Agreement
In accordance with Rule 13d-1(f)(f) under the Securities Exchange Act
of 1934,
as amended, the undersigned hereby agrees to the joint filing with each
other of the
foregoing statement on Schedule 13G and to all amendments thereto and that
such statement
and each amendment to such statement is made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby agree to execute this
Agreement on February 14, 2003.
DARUMA ASSET MANAGEMENT, INC.
By: Mary B. O'Byrne
MARY B. O'BYRNE, Vice President
Mariko O. Gordon
MARIKO O. GORDON, President
EXHIBIT C
Power of Attorney
Mariko O. Gordon hereby appoints Mary B. O'Byrne her true and lawful
attorney-in-fact
and agent to execute and file with the Securities and Exchange Commission any
Schedule
13G, any amendments thereto or any related documentation which may be
required to be
filed in her individual capacity as a result of her position as an officer,
director or
shareholder of Daruma Asset Management, Inc. and, granting unto said
attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing
which she might or could do in person, hereby ratifies and confirms all that
said
attorney-in-fact and agent may lawfully do or cause to be done by virtue
hereof.
/s/Mariko O. Gordon
MARIKO O. GORDON