<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
DTM CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 74-248705
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1611 HEADWAY CIRCLE
BUILDING 2
AUSTIN, TEXAS 78754
(Address of principal executive offices, including zip code)
---------------------
DTM CORPORATION EQUITY APPRECIATION PLAN
(Full title of the plan)
UDAY BELLARY
1611 HEADWAY CIRCLE
BUILDING 2
AUSTIN, TEXAS 78754
(512) 339-2922
(Name, address and telephone number of agent for service)
copy to:
DEREK R. MCCLAIN
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
(214) 220-7700
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Proposed
Title of securities Amount to be Proposed maximum maximum aggregate Amount of
to be registered registered offering price per unit* offering price* registration fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0002 par
value per share.............. 624,224 shares $4.39 $2,736,915 $830
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents have been filed with the Securities and Exchange
Commission by DTM Corporation, a Texas corporation (the "Company"), and are
incorporated herein by reference and made a part hereof:
(a) The Company's prospectus dated May 2, 1997, as filed with the
Commission pursuant to Rule 424(b) under the Securities Act of 1933
(the "Securities Act"); and
(b) The description of the Company's Common Stock, $.0002 par value per
share, contained in Item 1 of the Company's Registration Statement on
Form 8-A filed with the Commission pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") on April 28, 1997.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall also be deemed to be
incorporated by reference herein and to be a part hereof from the dates of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement. Upon the written or oral request of any person to whom a
copy of this Registration Statement has been delivered, the Company will provide
without charge to such person a copy of any and all documents (excluding
exhibits thereto unless such exhibits are specifically incorporated by reference
into such documents) that have been incorporated by reference into this
Registration Statement but not delivered herewith. Requests for such documents
should be addressed to DTM Corporation, 1611 Headway Circle, Building 2, Austin,
Texas 78754, Attention: Uday Bellary, (512) 339-2922.
Item 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Company's Amended and Restated Articles of Incorporation include
provisions to permit the Company to indemnify its directors and officers to the
fullest extent permitted by Texas law. Article 2.02-1 of the Texas Business
Corporation Act makes provision for the indemnification of officers and
directors in terms sufficiently broad as to include indemnification under
certain circumstances for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act'). In addition, as permitted by Article 2.02-1 of the Texas Business
Corporation Act, the Amended and Restated Articles of Incorporation of the
Company provide that a director of the Company shall not be liable to the
Company or its shareholders for monetary damages for acts or omissions in the
director's capacity as such, except for liability (i) for breach of a duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not in
good faith, or which involve intentional misconduct or a knowing violation of
law, (iii) for receipt of improper benefits, (iv) where liability is expressly
provided for by statute or (v) for unlawful stock repurchases or dividend
payments. The Amended and Restated Articles of Incorporation further provide
that directors receive the benefit of any future amendment to Texas statutes
that further limits the liability of a director.
-2-
<PAGE>
Directors who are also employees of The B.F.Goodrich Company
("BFGoodrich") are entitled to indemnification pursuant to BFGoodrich's bylaws.
Furthermore, BFGoodrich's bylaws provide for discretionary indemnification for
certain other persons acting as officers or directors of its subsidiaries.
The Underwriting Agreement, dated May 2, 1997, between the Company and
A.G. Edwards & Sons, Inc. and Ladenburg Thalmann & Co. Inc., as representatives
of the several underwriters listed on Schedule II thereto, provides for
indemnification by the Underwriters of the Registrant, the Selling Shareholders
named therein (including BFGoodrich) and the Registrant's officers and directors
for certain liabilities arising under the Securities Act, or otherwise.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
Item 8. EXHIBITS.
--------
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 - DTM Corporation Equity Appreciation Plan (filed as an exhibit
to the Company's Registration Statement on Form S-1, File No.
333-04173 and incorporated herein by reference)
4.2 - Form of Supplemental Phantom Stock Appreciation Rights
Agreement (filed as an exhibit to the Company's Registration
Statement on Form S-1, File No. 333-04173 and incorporated
herein by reference)
5.1 - Opinion of Vinson & Elkins L.L.P.
23.1 - Consent of Ernst & Young LLP
23.2 - Consent of Vinson & Elkins L.L.P. (included in its opinion
filed as Exhibit 5.1 hereto)
24.1 - Powers of Attorney
Item 9. UNDERTAKINGS.
------------
The Company hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) 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; provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
-3-
<PAGE>
(2) That, for the purposes of determining any liability under the
Securities Act, 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.
(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) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
section 13(a) or 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 Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the 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
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of 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.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Austin, State of Texas, on the 9th day of May, 1997.
DTM CORPORATION
By: */s/ John S. Murchison, III
----------------------------------------
John S. Murchison, III
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Capacity Date
- --------- -------- ----
*/s/ John S. Murchison, III President
- ---------------------------- Chief Executive Officer and Director May 9, 1997
John S. Murchison, III (Principal Executive Officer)
*/s/ D. Lee Tobler Chairman of the Board May 9, 1997
- ----------------------------
D. Lee Tobler
Chief Financial Officer May 9, 1997
- ---------------------------- Secretary and Treasurer
Uday Bellary (Principal Financial and
Accounting Officer)
*/s/ Marshall O. Larsen Director May 9, 1997
- ----------------------------
Marshall O. Larsen
*/s/ Alexander MacLachlan Director May 9, 1997
- ----------------------------
Alexander MacLachlan
*/s/ Thomas G. Ricks Director May 9, 1997
- ----------------------------
Thomas G. Ricks
*/s/ Steven G. Rolls Director May 9, 1997
- ----------------------------
Steven G. Rolls
*By: May 9, 1997
- ----------------------------
Uday Bellary
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit Description of Exhibit
- ------- ----------------------
4.1 -- DTM Corporation Equity Appreciation Plan (filed as an exhibit
to the Company's Registration Statement on Form S-1, File No.
333-04173 and incorporated herein by reference)
4.2 -- Form of Supplemental Phantom Stock Appreciation Rights
Agreement (filed as an exhibit to the Company's Registration
Statement on Form S-1, File No. 333-04173 and incorporated
herein by reference)
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Vinson & Elkins L.L.P. (included in its opinion
filed as Exhibit 5.1 hereto)
24.1 -- Powers of Attorney
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF VINSON & ELKINS APPEARS HERE]
May 9, 1997
DTM Corporation
1611 Headway Circle
Building 2
Austin, Texas 78754
Ladies and Gentlemen:
We are acting as counsel for DTM Corporation, a Texas corporation (the
"Company"), in connection with the filing of a registration statement on Form
S-8 (the "Registration Statement") relating to a proposed periodic offering
and sale of up to an aggregate of 624,224 shares (the "Shares") of the
Company's common stock, par value $.0002 per share, which may be issued
pursuant to the DTM Corporation Equity Appreciation Plan (the "Plan").
In this connection, we have examined the corporate records of the
Company, including its Amended and Restated Articles of Incorporation, its
Bylaws and certain resolutions of the Board of Directors of the Company. We
have also examined the Registration Statement, together with the exhibits
thereto (including the Plan), and such other certificates of officers of the
Company and of public officials, documents and records as we have deemed
necessary or appropriate for the purposes of this opinion. As to matters of
fact relevant to the opinions expressed herein, and as to factual matters
arising in connection with our examination of corporate documents, records
and other documents and writings, we have relied upon certificates and other
communications of corporate officers of the Company, without further
investigation as to the facts set forth therein.
Based upon the foregoing, we are of the opinion that the Shares to be
issued pursuant to the Plan have been validly authorized for issuance and,
when the Shares are issued and paid for in accordance with the terms of the
Plan, the Shares so issued will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, but we do not thereby admit that we are within the
class of persons whose consent is required under the provisions of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission issued thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference, in the Registration Statement
(Form S-8) for the registration of 624,224 shares of DTM Corporation's common
stock pertaining to the DTM Corporation Equity Appreciation Plan, of our report
dated February 13, 1997 (except for the stock split information in Note 1, as to
which the date is April 2, 1997), with respect to the consolidated financial
statements of DTM Corporation included in the Company's prospectus dated May 2,
1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Austin, Texas
May 5, 1997
<PAGE>
DTM CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of DTM Corporation, a Texas corporation (the "Company"), does hereby
constitute and appoint John S. Murchison, III and Uday Bellary, either of whom
may act without the joinder of the other, as his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him,
and in his name, place and stead, in any and all capacities to do any and all
acts and things and to execute any and all instruments which said attorneys-in-
fact and agents, or either of them, may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof as well as any rules,
regulations and requirements of any other regulatory authority, in connection
with the registration of the Company's common stock, $.0002 par value per share
(the "Common Stock") issuable under the DTM Corporation Equity Appreciation Plan
and the DTM Corporation Stock Option Plan, and, to the extent necessary, the
registration of interests under such plans, including the execution of
registration statements on Form S-8 or any other appropriate form, and any or
all amendments (including, without limitation, any amendment or amendments
increasing the number of shares of Common Stock for which registration is being
sought) and post-effective amendments thereto (collectively, the "Registration
Statements"), with all exhibits and any and all documents required to be filed
as a part of, an exhibit to, or in connection with said Registration Statements
or any amendment thereto, with the Commission or any other regulatory authority,
granting under said attorneys-in-fact and agents, or either of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in order to effectuate the same, as fully to all intents
and purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name this 11th day of
March, 1997.
---------------------------------------
(Signature)
/s/ MARSHALL O. LARSEN
---------------------------------------
Marshall O. Larsen
<PAGE>
DTM CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of DTM Corporation, a Texas corporation (the "Company"), does hereby
constitute and appoint John S. Murchison, III and Uday Bellary, either of whom
may act without the joinder of the other, as his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him,
and in his name, place and stead, in any and all capacities to do any and all
acts and things and to execute any and all instruments which said attorneys-in-
fact and agents, or either of them, may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof as well as any rules,
regulations and requirements of any other regulatory authority, in connection
with the registration of the Company's common stock, $.0002 par value per share
(the "Common Stock") issuable under the DTM Corporation Equity Appreciation Plan
and the DTM Corporation Stock Option Plan, and, to the extent necessary, the
registration of interests under such plans, including the execution of
registration statements on Form S-8 or any other appropriate form, and any or
all amendments (including, without limitation, any amendment or amendments
increasing the number of shares of Common Stock for which registration is being
sought) and post-effective amendments thereto (collectively, the "Registration
Statements"), with all exhibits and any and all documents required to be filed
as a part of, an exhibit to, or in connection with said Registration Statements
or any amendment thereto, with the Commission or any other regulatory authority,
granting under said attorneys-in-fact and agents, or either of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in order to effectuate the same, as fully to all intents
and purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name this 11th day of
March, 1997.
---------------------------------------
(Signature)
/s/ ALEXANDER MACLACHLAN
---------------------------------------
Dr. Alexander MacLachlan
<PAGE>
DTM CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of DTM Corporation, a Texas corporation (the "Company"), does hereby
constitute and appoint John S. Murchison, III and Uday Bellary, either of whom
may act without the joinder of the other, as his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him,
and in his name, place and stead, in any and all capacities to do any and all
acts and things and to execute any and all instruments which said attorneys-in-
fact and agents, or either of them, may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof as well as any rules,
regulations and requirements of any other regulatory authority, in connection
with the registration of the Company's common stock, $.0002 par value per share
(the "Common Stock") issuable under the DTM Corporation Equity Appreciation Plan
and the DTM Corporation Stock Option Plan, and, to the extent necessary, the
registration of interests under such plans, including the execution of
registration statements on Form S-8 or any other appropriate form, and any or
all amendments (including, without limitation, any amendment or amendments
increasing the number of shares of Common Stock for which registration is being
sought) and post-effective amendments thereto (collectively, the "Registration
Statements"), with all exhibits and any and all documents required to be filed
as a part of, an exhibit to, or in connection with said Registration Statements
or any amendment thereto, with the Commission or any other regulatory authority,
granting under said attorneys-in-fact and agents, or either of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in order to effectuate the same, as fully to all intents
and purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name this 14th day of
March, 1997.
/s/ JOHN S. MURCHISON, III
---------------------------------------
(Signature)
---------------------------------------
John S. Murchison, III
<PAGE>
DTM CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of DTM Corporation, a Texas corporation (the "Company"), does hereby
constitute and appoint John S. Murchison, III and Uday Bellary, either of whom
may act without the joinder of the other, as his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him,
and in his name, place and stead, in any and all capacities to do any and all
acts and things and to execute any and all instruments which said attorneys-in-
fact and agents, or either of them, may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof as well as any rules,
regulations and requirements of any other regulatory authority, in connection
with the registration of the Company's common stock, $.0002 par value per share
(the "Common Stock") issuable under the DTM Corporation Equity Appreciation Plan
and the DTM Corporation Stock Option Plan, and, to the extent necessary, the
registration of interests under such plans, including the execution of
registration statements on Form S-8 or any other appropriate form, and any or
all amendments (including, without limitation, any amendment or amendments
increasing the number of shares of Common Stock for which registration is being
sought) and post-effective amendments thereto (collectively, the "Registration
Statements"), with all exhibits and any and all documents required to be filed
as a part of, an exhibit to, or in connection with said Registration Statements
or any amendment thereto, with the Commission or any other regulatory authority,
granting under said attorneys-in-fact and agents, or either of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in order to effectuate the same, as fully to all intents
and purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name this 13th day of
March, 1997.
/s/ THOMAS G. RICKS
---------------------------------------
(Signature)
---------------------------------------
Thomas G. Ricks
<PAGE>
EXHIBIT 24.1
DTM CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of DTM Corporation, a Texas corporation (the "Company"), does hereby
constitute and appoint John S. Murchison, III and Uday Bellary, either of whom
may act without the joinder of the other, as his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him,
and in his name, place and stead, in any and all capacities to do any and all
acts and things and to execute any and all instruments which said attorneys-in-
fact and agents, or either of them, may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof as well as any rules,
regulations and requirements of any other regulatory authority, in connection
with the registration of the Company's common stock, $.0002 par value per share
(the "Common Stock") issuable under the DTM Corporation Equity Appreciation Plan
and the DTM Corporation Stock Option Plan, and, to the extent necessary, the
registration of interests under such plans, including the execution of
registration statements on Form S-8 or any other appropriate form, and any or
all amendments (including, without limitation, any amendment or amendments
increasing the number of shares of Common Stock for which registration is being
sought) and post-effective amendments thereto (collectively, the "Registration
Statements"), with all exhibits and any and all documents required to be filed
as a part of, an exhibit to, or in connection with said Registration Statements
or any amendment thereto, with the Commission or any other regulatory authority,
granting under said attorneys-in-fact and agents, or either of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in order to effectuate the same, as fully to all intents
and purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name this 11th day of
March, 1997.
---------------------------------------
(Signature)
/s/ STEVEN G. ROLLS
---------------------------------------
Steven G. Rolls
<PAGE>
DTM CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of DTM Corporation, a Texas corporation (the "Company"), does hereby
constitute and appoint John S. Murchison, III and Uday Bellary, either of whom
may act without the joinder of the other, as his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him,
and in his name, place and stead, in any and all capacities to do any and all
acts and things and to execute any and all instruments which said attorneys-in-
fact and agents, or either of them, may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof as well as any rules,
regulations and requirements of any other regulatory authority, in connection
with the registration of the Company's common stock, $.0002 par value per share
(the "Common Stock") issuable under the DTM Corporation Equity Appreciation Plan
and the DTM Corporation Stock Option Plan, and, to the extent necessary, the
registration of interests under such plans, including the execution of
registration statements on Form S-8 or any other appropriate form, and any or
all amendments (including, without limitation, any amendment or amendments
increasing the number of shares of Common Stock for which registration is being
sought) and post-effective amendments thereto (collectively, the "Registration
Statements"), with all exhibits and any and all documents required to be filed
as a part of, an exhibit to, or in connection with said Registration Statements
or any amendment thereto, with the Commission or any other regulatory authority,
granting under said attorneys-in-fact and agents, or either of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in order to effectuate the same, as fully to all intents
and purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name this 11th day of
March, 1997.
---------------------------------------
(Signature)
/s/ D. LEE TOBLER
---------------------------------------
D. Lee Tobler
