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 (I.R.S. Employer
of Incorporation) Identification No.)
26081 AVENUE HALL, VALENCIA, CALIFORNIA 91355
Address of Principal Executive Offices) (Zip Code)
1996 STOCK INCENTIVE PLAN
1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
GORDON L. ALMQUIST
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 of communications to:
RICHARD E. TROOP, ESQ.
TROOP MEISINGER STEUBER & PASICH, LLP
10940 WILSHIRE BOULEVARD
EIGHTH FLOOR
LOS ANGELES, CALIFORNIA 90024
(310) 824-7000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
---------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Common Stock
$0.001 par value 1,500,000 $13.13 $19,695,000 $6,792.00
</TABLE>
<PAGE>
(1) 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 bid and asked price of the Common Stock on the
Nasdaq National Market on September 6, 1996.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* 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 are incorporated herein by reference:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996;
(c) Registrant's Current Report on Form 8-K filed January 11, 1996;
(d) Registrant's Proxy Statement filed April 25, 1996; and
(e) 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.
All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (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.
<PAGE>
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), judgments, 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 interests 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 judgment 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 and in a manner such
person reasonably believed 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 indemnity 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.
<PAGE>
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 Indemnity 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 Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests 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.
4.1 3D Systems Corporation 1996 Stock Incentive Plan, as amended.
4.2 3D Systems Corporation 1996 Non-Employee Directors' Stock Option
Plan. Incorporated by reference to Exhibit B to Registrants' Proxy
Statement filed on April 25, 1996.
4.3 Rights Agreement dated December 4, 1995, between Registrant and U.S.
Stock Transfer Corporation, as Rights Agent. Incorporated by
reference to Exhibit 1 to Form 8-A filed January 8, 1996.
4.4 Certificate of Designation of Rights, Preferences and Privileges of
Preferred Stock (Exhibit A to Rights Agreement filed as Exhibit 4.5
hereto). Incorporated by reference to Exhibit 2 to Form 8-A filed
January 8, 1996.
4.5 Form of Right Certificate (Exhibit B to Rights Agreement filed as
Exhibit 4.5 hereto). Incorporated by reference to Exhibit 3 to Form
8-A filed January 8, 1996.
4.6 Summary of Share Purchase Rights (Exhibit C of Rights Agreement filed
as Exhibit 4.5 hereto). Incorporated by reference to Exhibit 4 to
Form 8-A filed January 8, 1996.
5.1 Opinion of Troop Meisinger Steuber & Pasich, LLP regarding
validity of securities.
<PAGE>
23.1 Consent of Coopers & Lybrand.
23.2 Consent of Troop Meisinger Steuber & Pasich, LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant 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 of 1933;
(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.
(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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 the director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
<PAGE>
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, registrant will, unless in the
opinion of the counsel the matter has been settled by controlling precedent,
submit to the appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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 6th day of
September, 1996.
3D SYSTEMS CORPORATION
(Registrant)
By: /s/ Arthur B. Sims
-----------------------------------
Arthur B. Sims
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Arthur B. Sims and Gordon L. Almquist, 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 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 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, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Arthur B. Sims Chief Executive Officer September 6, 1996
- ----------------------- and Chairman of the Board
Arthur B. Sims of Directors
<PAGE>
/s/ Charles W. Hull Chief Operating Officer, September 6, 1996
- ----------------------- President and Director
Charles W. Hull
/s/ Gordon L. Almquist Vice President, Finance September 6, 1996
- ---------------------- and Chief Financial Officer
Gordon L. Almquist (Principal Financial and
Accounting Officer)
/s/ Miriam V. Gold Director September 6, 1996
- ----------------------
Miriam V. Gold
/s/ Donald S. Bates Director September 6, 1996
- ----------------------
Donald S. Bates
/s/ John D. Beadsmoore Director September 6, 1996
- ----------------------
John D. Beadsmoore
/s/ Jim D. Kever Director September 6, 1996
- ----------------------
Jim D. Kever
EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
- ------- ----------- -------------
4.1 3D Systems Corporation 1996 Stock Incentive Plan,
as amended
4.2 3D Systems Corporation 1996 Non-Employee
Directors' Stock Option Plan Incorporated by
reference to Exhibit B to Registrants' Proxy
Statement filed on April 25, 1996.
4.3 Form of Rights Certificate (Exhibit B to Rights
Agreement filed as Exhibit 4.5 hereto).
Incorporated by reference to Exhibit 3 to
Form 8-A filed January 8, 1996.
4.4 Summary of Share Purchase Rights (Exhibit C
of Rights Agreement filed as Exhibit 4.5 hereto).
Incorporated by reference to Exhibit 4 to
Form 8-A filed January 8, 1996.
5.1 Opinion of Troop Meisinger Steuber & Pasich LLP
regarding validity of securities.
23.1 Consent of Coopers & Lybrand.
<PAGE>
23.2 Consent of Troop Meisinger Steuber & Pasich
(included in Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature
Page of this Registration Statement).
3D SYSTEMS CORPORATION
1996 STOCK INCENTIVE PLAN
1. PURPOSE OF THE PLAN.
The purpose of this 1996 Stock Incentive Plan (the "Plan") is to provide
incentives and rewards to selected eligible employees of 3D Systems Corporation
(the "Company") or its subsidiaries in order to assist the Company and its
subsidiaries in attracting, retaining and motivating those employees by
providing for or increasing the proprietary interests of those employees in the
Company, and by associating their interests in the Company with those of the
Company's stockholders.
2. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by a committee of the Board of Directors of
the Company (the "Committee") consisting of two or more directors, each of whom
shall be both a "disinterested person," as that term is defined in Rule 16b-
3(c) of the Rules and Regulations (the "Rules") of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, and an
"outside director" for purposes of Section 162(m) of the Internal Revenue Code
of 1986, as amended (the "Code") and the regulations of the Internal Revenue
Service adopted thereunder, as such Rules and such Section and regulations may
from time to time be amended or interpreted. Members of the Committee shall
serve at the pleasure of the Board of Directors of the Company.
The Committee shall have all the powers vested in it by the terms of the
Plan, including exclusive authority (i) to select from among eligible employees
those employees to be granted "Awards" (as defined below) under the Plan; (ii)
to determine the type, size and terms of individual Awards (which need not be
identical) to be made to each employee selected; (iii) to determine the time
when Awards will be granted and to establish objectives and conditions
(including, without limitation, vesting and performance conditions), if any,
for earning Awards and whether Awards will be paid after the end of the Award
period; (iv) to amend the terms or conditions of any outstanding Award, subject
to applicable legal restrictions and to the consent of the other party to such
Award; (v) to determine the duration and purpose of leaves of absences which
may be granted to holders of Awards without constituting termination of their
employment for purposes of their Awards; (vi) to authorize any person to
execute, on behalf of the Company, any instrument required to carry out the
purposes of the Plan; and (vii) to make any and all other determinations which
it determines to be necessary or advisable in the administration of the Plan.
The Committee shall have full power and authority to administer and interpret
the Plan and to adopt, amend and revoke such rules, regulations, agreements,
guidelines and instruments for the administration of the Plan and for the
conduct of its business as the Committee deems necessary or advisable. The
<PAGE>
Committee's interpretation of the Plan, and all actions taken and
determinations made by the Committee pursuant to the powers vested in it
hereunder, shall be conclusive and binding on all parties concerned, including
the Company, its stockholders, any participants in the Plan and any other
employee of the Company or any of its subsidiaries.
3. PERSONS ELIGIBLE UNDER THE PLAN.
Any person who is an employee of the Company, or any of its current or
future subsidiaries (an "Employee"), including any member of the Board of
Directors of the Company who is an Employee, shall be eligible to be considered
for the grant of Awards under the Plan.
4. AWARDS.
(a) COMMON STOCK AND DERIVATIVE SECURITY AWARDS. Awards authorized under
the Plan shall consist of any type of arrangement with an Employee that is not
inconsistent with the provisions of the Plan and that, by its terms, involves
or might involve or be made with reference to the issuance of (i) shares of the
Common Stock, par value $0.001 per share, of the Company (the "Common Stock")
or (ii) a "derivative security" (as that term is defined in Rule 16a-1(c) of
the Rules, as the same may be amended from time to time) with an exercise or
conversion price related to the Common Stock or with a value derived from the
value of the Common Stock. Notwithstanding the foregoing, a stock option (a
"Non-Statutory Stock Option") not intended to qualify as an incentive stock
option under Section 422 of the Code (an "Incentive Stock Option") shall have
an exercise price at least equal to the Fair Market Value of the shares of
Common Stock on the date of grant. "Fair Market Value" per share at any date
shall mean (i) if the Common Stock is listed on an exchange or exchanges, or
admitted for trading in a market system which provides last sale data under
Rule 11Aa3-1 of the Rules (a "Market System"), the last reported sales price
per share on the last business day prior to such date on the principal exchange
on which it is traded, or in a Market System, as applicable, or if no sale was
made on such day on such principal exchange or in such a Market System, as
applicable, the last reported sales price per share on the most recent day
prior to such date on which a sale was reported on such exchange or such Market
System, as applicable; or (ii) if the Common Stock is not then traded on an
exchange or in a Market System, the average of the closing bid and asked prices
per share for the Common Stock in the over-the-counter market as quoted on the
Nasdaq Stock Market on the day prior to such date; or (iii) if the Common Stock
is not listed on an exchange or quoted on the Nasdaq Stock Market, an amount
determined in good faith by the Committee.
(b) TYPES OF AWARDS. Awards are not restricted to any specified form or
structure and may include, but need not be limited to, sales, bonuses and other
transfers of stock, restricted stock, stock options, reload stock options,
stock purchase warrants, other rights to acquire stock or securities
convertible into or redeemable for stock, stock appreciation rights, phantom
stock, dividend equivalents, performance units or performance shares, or any
other type of Award which the Committee shall determine is consistent with the
objectives and limitations of the Plan. An Award may consist of one such
security or benefit, or two or more of them in tandem or in the alternative.
<PAGE>
(c) CONSIDERATION. Common Stock may be issued pursuant to an Award for
any lawful consideration as determined by the Committee, including, without
limitation, services rendered, or to the extent permitted by applicable state
law, to be rendered by the recipient of the Award, or the delivery of a
promissory note or other deferred payment obligation by the Employee. With
respect to an Award under which shares of the Common Stock are or may in the
future be issued for any other type of consideration, the amount of such
consideration shall be at least equal to the amount (such as the par value of
such shares) required under applicable state law to be received by the Company.
(d) GUIDELINES. The Committee may adopt, amend or revoke from time to
time written policies implementing the Plan. Such policies may include, but
need not be limited to, the type, size and term of Awards to be made to
participants and the conditions for payment of such Awards.
(e) TERMS AND CONDITIONS. Subject to the provisions of the Plan, the
Committee, in its sole and absolute discretion, shall determine all of the
terms and conditions of each Award granted pursuant to the Plan, which terms
and conditions may include, among other things:
(i) any provision necessary for such Award to qualify as an Incentive
Stock Option;
(ii) a provision permitting the recipient of such Award (including
any recipient who is a director or officer of the Company) to pay the
purchase price of the Common Stock or other property issuable pursuant to
such Award, or to pay such recipient's tax withholding obligation with
respect to such issuance, in whole or in part, by delivering previously
owned shares of capital stock of the Company (including "pyramiding") or
other property, or by reducing the number of shares of Common Stock or the
amount of other property otherwise issuable pursuant to such Award; or
(iii) a provision conditioning or accelerating the receipt of
benefits pursuant to the Award, or terminating the Award, either
automatically or in the discretion of the Committee, upon the occurrence
of specified events, including, without limitation, a change of control of
the Company, an acquisition of a specified percentage of the voting power
of the Company, the dissolution or liquidation of the Company, a sale of
substantially all of the property and assets of the Company or an event of
the type described in Section 8 of the Plan.
(f) MAXIMUM AWARDS. An employee may be granted multiple Awards under
the Plan. However, notwithstanding any other provision of the Plan, the maximum
number of shares of Common Stock with respect to which options or rights or
other Awards may be granted under the Plan to any Employee during any fiscal
year shall be 100,000, subject to adjustment as provided in Section 8 of the
Plan.
(g) SUSPENSION OR TERMINATION OF AWARDS. If the Company believes that an
Employee has committed an act of misconduct as described below, the Company may
suspend the Employee's rights under any then outstanding Award pending a
determination by the Board of Directors of the Company. If the Board of
Directors determines that an Employee has committed an act of embezzlement,
fraud, nonpayment of any obligation owed to the Company or any subsidiary,
breach of fiduciary duty or deliberate disregard of the Company's rules
resulting in loss, damage or injury to the Company, or if an Employee makes an
<PAGE>
unauthorized disclosure of trade secret or confidential information of the
Company, engages in any conduct constituting unfair competition, or induces any
customer of the Company to breach a contract with the Company, neither the
Employee nor his or her estate shall be entitled to exercise any rights
whatsoever with respect to such Award. In making such determination, the Board
of Directors shall act fairly and shall give the Employee a reasonable
opportunity to appear and present evidence on his or her behalf at a hearing
before a committee of the Board of Directors; and if the Employee is an
"officer" under Rule 16a-1(f) of the Rules, the determination of the Board of
Directors shall be subject to the approval of the Committee.
5. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.
The aggregate number of shares of Common Stock that may be issued or
issuable pursuant to all Awards under the Plan (including Awards in the form of
Incentive Stock Options) shall not exceed an aggregate of 1,300,000 shares of
Common Stock, subject to adjustment as provided in Section 8 of the Plan; and
the aggregate number of shares of Common Stock that may be issued pursuant to
all Incentive Stock Options granted under the Plan shall not exceed 1,300,000
shares, subject to adjustment as provided in Section 8 of the Plan. Shares of
Common Stock subject to the Plan may consist, in whole or in part, of
authorized and unissued shares or treasury shares. Any shares of Common Stock
subject to an Award which for any reason expires or is terminated unexercised
as to such shares shall again be available for issuance under the Plan. For
purposes of this Section 5, the aggregate number of shares of Common Stock that
may be issued at any time pursuant to Awards granted under the Plan shall be
reduced by: (i) the number of shares of Common Stock previously issued pursuant
to Awards granted under the Plan, other than shares of Common Stock
subsequently reacquired by the Company pursuant to the terms and conditions of
such Awards and with respect to which the holder thereof received no benefits
of ownership, such as dividends; and (ii) the number of shares of Common Stock
which were otherwise issuable pursuant to Awards granted under this Plan but
which were withheld by the Company as payment of the purchase price of the
Common Stock issued pursuant to such Awards or as payment of the recipient's
tax withholding obligation with respect to such issuance.
6. PAYMENT OF AWARDS.
The Committee shall determine the extent to which Awards shall be payable
in cash, shares of Common Stock or any combination thereof. The Committee may,
upon request of a participant, determine that all or a portion of a payment to
that participant under the Plan, whether it is to be made in cash, shares of
Common Stock or a combination thereof, shall be deferred. Deferrals shall be
for such periods and upon such terms as the Committee may determine in its sole
discretion.
7. VESTING.
The Committee may determine that all or a portion of a payment to a
participant under the Plan, whether it is to be made in cash, shares of Common
Stock or a combination thereof, shall be vested at such times and upon such
terms as may be selected by the Committee in its sole discretion.
Notwithstanding the foregoing, no portion of any payment made consisting of
<PAGE>
restricted shares of Common Stock shall vest prior to the third anniversary of
the date of grant.
8. DILUTION AND OTHER ADJUSTMENT.
In the event of any change in the outstanding shares of the Common Stock
or other securities then subject to the Plan by reason of any stock split,
reverse stock split, stock dividend, recapitalization, merger, consolidation,
combination or exchange of shares or other similar corporate change, or if the
outstanding securities of the class then subject to the Plan are exchanged for
or converted into cash, property or a different kind of securities, or if cash,
property or securities are distributed in respect of such outstanding
securities (other than a regular cash dividend), then, unless the terms of such
transaction shall provide otherwise, such equitable adjustments shall be made
in the Plan and the Awards thereunder (including, without limitation,
appropriate and proportionate adjustments in (i) the number and type of shares
or other securities or cash or other property that may be acquired pursuant to
Incentive Stock Options and other Awards theretofore granted under the Plan;
(ii) the maximum number and type of shares or other securities that may be
issued pursuant to Incentive Stock Options and other Awards thereafter granted
under the Plan; and (iii) the maximum number of securities with respect to
which Awards may thereafter be granted to any Employee in any fiscal year) as
the Committee determines are necessary or appropriate, including, if necessary,
any adjustments in the maximum number of shares referred to in Section 5 of the
Plan. Such adjustments shall be conclusive and binding for all purposes of the
Plan.
9. MISCELLANEOUS PROVISIONS.
(a) DEFINITIONS. As used herein, "subsidiary" means any current or future
corporation which would be a "subsidiary corporation," as that term is defined
in Section 424(f) of the Code, of the Company; and the term "or" means
"and/or."
(b) CONDITIONS ON ISSUANCE. Securities shall not be issued pursuant to
Awards unless the grant and issuance thereof shall comply with all relevant
provisions of law and the requirements of any securities exchange or quotation
system upon which any securities of the Company are listed, and shall be
further subject to approval of counsel for the Company with respect to such
compliance. Inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is determined by Company counsel to
be necessary to the lawful issuance and sale of any security or Award, shall
relieve the Company of any liability in respect of the nonissuance or sale of
such securities as to which requisite authority shall not have been obtained.
(c) RIGHTS AS STOCKHOLDER. A participant under the Plan shall have no
rights as a holder of Common Stock with respect to Awards hereunder, unless and
until certificates for shares of such stock are issued to the participant.
(d) ASSIGNMENT OR TRANSFER. No Awards under the Plan or any rights or
interests therein shall be assignable or transferable by a participant except
by will or the laws of descent and distribution. During the lifetime of a
participant, Awards hereunder are exercisable only by, and payable only to, the
participant.
<PAGE>
(e) AGREEMENTS. All Awards granted under the Plan shall be evidenced by
written agreements in such form and containing such terms and conditions (not
inconsistent with the Plan) as the Committee shall from time to time adopt.
(f) WITHHOLDING TAXES. The Company shall have the right to deduct from
all Awards hereunder paid in cash any federal, state, local or foreign taxes
required by law to be withheld with respect to such Awards and, with respect to
Awards paid in stock, to require the payment (through withholding from the
participant's salary or otherwise) of any such taxes. The obligation of the
Company to make delivery of Awards in cash or Common Stock shall be subject to
currency or other restrictions imposed by any government.
(g) NO RIGHTS TO AWARD. No Employee or other person shall have any right
to be granted an Award under the Plan. Neither the Plan nor any action taken
hereunder shall be construed as giving any Employee any right to be retained in
the employ of the Company or any of its subsidiaries or shall interfere with or
restrict in any way the rights of the Company or any of its subsidiaries, which
are hereby reserved, to discharge the Employee at any time for any reason
whatsoever, with or without good cause.
(h) COSTS AND EXPENSES. The costs and expenses of administering the Plan
shall be borne by the Company and not charged to any Award nor to any Employee
receiving an Award.
(i) FUNDING OF PLAN. The Plan shall be unfunded. The Company shall not
be required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Award under the Plan.
10. AMENDMENTS AND TERMINATION.
(a) AMENDMENTS. The Committee may at any time terminate or from time to
time amend the Plan in whole or in part, but no such action shall adversely
affect any rights or obligations with respect to any Awards theretofore made
under the Plan. However, with the consent of the Employee affected, the
Committee may amend outstanding agreements evidencing Awards under the Plan in
a manner not inconsistent with the terms of the Plan.
(b) STOCKHOLDER APPROVAL. To the extent that Rule 16b-3 of the Rules,
Section 422 of the Code, other applicable law, or the rules, regulations,
procedures or listing agreement of any national securities exchange or
quotation system, requires that any such amendment be approved by the
stockholders of the Company, no such amendment shall be effective unless and
until it is approved by the stockholders in such a manner and to such a degree
as is required.
(c) TERMINATION. Unless the Plan shall theretofore have been terminated
as above provided, the Plan (but not the Awards theretofore granted under the
Plan) shall terminate on and no Awards shall be granted after May 23, 2006.
11. EFFECTIVE DATE.
The Plan is effective on March 21, 1996, the date on which it was adopted
by the Board of Directors of the Company, subject to the approval of the Plan
by the holders of at least a majority of the outstanding shares of the Common
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Stock present, or represented, and entitled to vote at the 1996 Annual Meeting
of Stockholders. Awards may be made under the Plan on and after its effective
date, subject to stockholder approval of the Plan as provided above. If
approval of the stockholders is not obtained, all Awards granted under the Plan
shall be null and void.
12. GOVERNING LAW.
The corporate law of Delaware shall govern issues related to the validity
and issuance of Common Stock. Otherwise, the Plan and any agreements entered
into thereunder shall be construed and governed by the laws of the State of
California applicable to contracts made within, and to be performed wholly
within, such state.
[LETTERHEAD OF TROOP MEISINGER STEUBER & PASICH, LLP]
September 11, 1996
3D Systems Corporation
26081 Avenue Hall
Valencia, CA 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, as amended (the "Act"),
1,500,000 shares of Common Stock, par value $0.001 per share, (the "Shares") of
the Company issuable pursuant to the Company's 1996 Stock Option Plan and the
1996 Non-Employee Directors' Stock Option Plan (collectively, the "Plans").
We are of the opinion that the Shares have been duly authorized and upon
issuance and sale in conformity with and pursuant to the Plans, the Shares will
be validly issued, fully paid and non-assessable.
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/ TROOP MEISINGER STEUBER & PASICH, LLP
TROOP MEISINGER STEUBER & PASICH, LLP
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 23, 1996, on our audits of the financial
statements and financial statement schedule of 3D Systems Corporation as of
December 31, 1994 and 1995 and for the years ended December 31, 1993, 1994 and
1995, which report is included in the Company's Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Sherman Oaks, California
September 9, 1996
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