3 D SYSTEMS CORP
10-K/A, 1997-04-03
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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                     FORM 10-K/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended December 31, 1996
                                           
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

                           Commission file number  0-22250

                                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.)

                                  26081 Avenue Hall
                             Valencia, California  91355
                (Address of principal executive offices and zip code)

                                    (805) 295-5600
                 (Registrant's telephone number, including area code)

             Securities registered pursuant to Section 12(b) of the Act: 

                                         None

             Securities registered pursuant to Section 12(g) of the Act:

                            Common stock, $.001 par value

                           Preferred Stock Purchase Rights

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes    X     No    . 
                                                   ----      ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this 10-K or any Amendment to this Form
10-K.  [  ]

At February 28, 1997, there were outstanding 11,358,892  shares of the Common
Stock of Registrant, and the aggregate market value of the shares held on that
date by non-affiliates of Registrant, based on the closing price ($10.75 per
share) of the Registrant's Common Stock on the Nasdaq National Market on that
date, was $97,539,717.  For purposes of this computation, it has been assumed
that the shares beneficially held by directors and officers of Registrant were
"held by affiliates"; this assumption is not to be deemed to be an admission by
such persons that they are affiliates of Registrant.

                         DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's Proxy Statement with respect to its 1997 Annual Meeting
of Shareholders, currently scheduled to be held May 22, 1997, are incorporated
by reference into Part III of this Report.

Exhibit index is located on page 36.



<PAGE>

                                       PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K

a     The following Consolidated Financial Statements, Financial Statement
      Schedule and Exhibits are filed as part of this Annual Report on Form 10-K
      as listed on page F1 of this document.

b     REPORTS ON FORM 8-K

      No reports on Form 8-K were filed by the Registrant during the quarter
      ended December 31, 1996.

c     EXHIBITS
 
      The following exhibits are included as part of this Annual Report on
      Form 10-K and incorporated herein by this reference:

1.1   Arrangement Agreement (and related exhibits) among Registrant, 3-D
      Canada and Avenue Hall Holding Corporation, dated as of May 19, 1993. 
      Incorporated by reference to Exhibit 1.1 to Form 8-B filed August 16,
      1993 and the amendment thereto filed on Form 8-B/A filed on February
      4, 1994.

1.2   Exchange Agreement among Registrant, 3-D Canada, Avenue Hall Holding
      Corporation and Montreal Trust Company of Canada, dated as of May 19,
      1993.  Incorporated by reference to Exhibit 1.2 to Form 8-B filed
      August 16, 1993 and the amendment thereto filed on Form 8-B/A filed
      February 4, 1994.

2.1   Material captioned "United States Domestication of the Company" set
      forth in the Information Circular (Proxy Statement) dated May 21,
      1993, for the Annual Meeting of Shareholders of 3-D Canada, held on
      June 25, 1993, filed with the Securities and Exchange Commission on
      May 24, 1993.

2.2   Asset Purchase Agreement entered into as of December 31, 1990 by and
      between Spectra-Physics GmbH and 3D Systems GmbH.  Incorporated herein
      by reference to Exhibit 2.1 to 3-D Canada's Current Report on Form 8-K
      filed January 14, 1991 and the amendments thereto.

2.3   Agreement for transfer of a business entered into as of December 31,
      1990 by and between Spectra-Physics (France) and 3D Systems France. 
      Incorporated herein by reference to Exhibit 2.2 to 3-D Canada's
      Current Report on Form 8-K filed January 14, 1991 and the amendments
      thereto.

2.4   Asset Purchase Agreement entered into as of December 31, 1990 by and
      between Spectra-Physics Limited and 3D Systems, Inc. Limited
      (England).  Incorporated herein by reference to Exhibit 2.3 to 3-D
      Canada's Current Report on Form 8-K filed January 14, 1991 and the
      amendments thereto.

2.5   Amendment dated August 28, 1991 to Asset Purchase Agreement between 3D
      Systems GmbH and Spectra-Physics GmbH dated December 29, 1990. 
       Incorporated herein by reference to Exhibit 2.4 to 3-D Canada's
      Current Report on Form 8-K filed September 11, 1991.

3.1   Certificate of Incorporation of Registrant.  Incorporated by reference
      to Exhibit 3.1 to Form 8-B filed August 16, 1993 and the amendment
      thereto filed on Form 8-B/A filed on February 4, 1994.

3.2   Bylaws of Registrant.  Incorporated by reference to Exhibit 3.2 to
      Form 8-B filed August 16, 1993 and the amendment thereto filed on Form
      8-B/A filed on February 4, 1994.

4.1*  1989 Employee and Director Incentive Plan.  Incorporated by reference
      to Exhibit 4.1 to Form 8-B filed August 16, 1993 and the amendment
      thereto filed on Form 8-B/A filed on February 4, 1994.

- -----------------------
* Management contract or compensatory plan or arrangement.

<PAGE>

4.2*  Form of Director Option Contract to be entered into pursuant to the
      1989 Employee and Director Incentive Plan.  Incorporated by reference
      to Exhibit 4.2 to Form 8-B filed August 16, 1993 and the amendment
      thereto filed on Form 8-B/A filed on February 4, 1994.

4.3*  Form of Officer Option Contract to be entered into pursuant to the
      1989 Employee and Director Incentive Plan.  Incorporated by reference
      to Exhibit 4.3 to Form 8-B filed August 16, 1993 and the amendment
      thereto filed on Form 8-B/A filed on February 4, 1994.

4.4*  Form of Employee Option Contract to be entered into pursuant to the
      1989 Employee and Director Incentive Plan.  Incorporated by reference
      to Exhibit 4.4 to Form 8-B filed August 16, 1993 and the amendment
      thereto filed on Form 8-B/A filed on February 4, 1994.

10.1  Lease with respect to Valencia property dated as of July 12, 1988, by and
      between 3D California and Valencia Tech Associates.  Incorporated herein 
      by reference to Exhibit 3.1 to 3-D Canada's annual Report on Form 20-F for
      the year ended December 31, 1987 (Reg. No. 0-16333).

10.2  Amendment No. 1 to Lease Agreement between 3D California and Katell
      Valencia Associates, a California limited partnership, dated May 28, 1993.
      Incorporated by reference to Exhibit 10.2 to Form 8-B filed August 16, 
      1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 
      1994.

10.3  Agreement dated as of July 19, 1988, by and among 3D California, UVP,
      Cubital, Ltd. and Scitex Corporation Ltd. Incorporated herein by reference
      to Exhibit 3.10 to 3-D Canada's Annual Report on Form 20-F for the year
      ended December 31, 1987 (Reg. No. 0-16333).

10.4  Exclusive License Agreement dated as of May 16, 1986, by and between 3D
      California and UVP.  Incorporated herein by reference to Exhibit 5 to 3-D
      Canada's Registration Statement on Form 20-F (Reg. No. 0-16333).

10.5  Form of Subscription Agreement made as of the 18th day of April, 1989
      between 3-D Canada and places pursuant to the private placement of special
      warrants completed on April 27, 1989, together with all Schedules thereto,
      and form of Confirmation of Agreement.  Incorporated herein by reference 
      to Exhibit 2.6 to 3-D Canada's Annual Report on Form 20-F for the year 
      ended December 31, 1988.

10.6  Patent Purchase Agreement dated January 5, 1990 by and between 3D
      California and UVP.  Incorporated herein by reference to Exhibit 10.28 to
      3-D Canada's Registration Statement on Form S-1 (Reg. No. 33-31789).

10.7  Security Agreement dated as of the 5th day of January, 1990 by and between
      UVP and 3D California relating to security interest on UVP Patent. 
      Incorporated herein by reference to Exhibit 10.29 to 3-D Canada's
      Registration Statement on Form S-1 (Reg. No. 33-31789).

10.8  Assignment of UVP Patent dated January 12, 1990 by UVP to 3D California. 
      Incorporated herein by Reference to Exhibit 10.30 to 3-D Canada's
      Registration Statement on Form S-1 (Reg. No. 33-31789).

10.9  Exchange Agreement dated July 23, 1990 by and among 3-D Canada, 3D
      California, CIBA-GEIGY Capital Corporation, Raymond S. Freed, Charles W.
      Hull, Bethany Griffiths, Virginia Hiramatsu, Paul B. Warren and Edwin J.
      Kaftal, together with all Exhibits thereto.  Incorporated herein by 
      reference to Exhibit 10.30 to 3-D Canada's Registration Statement on 
      Form S-1 (Reg. No. 33-31789).

10.10 Research and Development Agreement entered into as of August 15, 1990
      by and between 3D California and Ciba-Geigy Limited.  Incorporated
      herein by reference to Exhibit 10.32 to 3-D Canada's Current Report on
      Form 8-K filed August 21, 1990 and the amendments thereto.
- ---------------------------
* Management contract or compensatory plan or arrangement.

<PAGE>

10.11  Distribution Agreement entered into as of July 1, 1990 by and between
       3D California and Ciba-Geigy Limited.  Incorporated herein by
       reference to Exhibit 10.33 to 3-D Canada's Current Report on Form 8-K
       filed August 21, 1990 and the amendments thereto.

10.12  Severance agreements:  10.12(a) Severance Agreement dated April 5,
       1991 by and between 3-D Canada and Mr. Raymond S. Freed; and 10.12(b)
       Severance Agreement dated May 15, 1991 by and between 3-D Canada and
       Mr. Edwin J. Kaftal.  Incorporated by reference to 3-D Canada's
       Quarterly Report on Form 10-Q for the quarter ended June 30, 1991, and
       the amendments thereto.

10.13* Employment Agreement dated of as September 4, 1991, between 3D
       California and Arthur B. Sims.  Incorporated herein by reference to
       Exhibit 10.14 to 3-D Canada's Annual Report on Form 10-K for the year
       ended December 31, 1992, and the amendments thereto.

10.14* Employment Agreement dated as of September 6, 1991, between 3D
       California and Gordon L. Almquist.  Incorporated herein by reference
       to Exhibit 10.15 to 3-D Canada's Annual Report on Form 10-K for the
       year ended December 31, 1992, and the amendments thereto.

10.15* Employment Agreement dated as of October 31, 1991, between 3D
       California and Edward M. Gloyne.  Incorporated herein by reference to
       Exhibit 10.16 to 3-D Canada's Annual Report on Form 10-K for the year
       ended December 31, 1992, and the amendments thereto.

10.16* Employment Agreement dated as of June 29, 1992 between 3D California
       and Richard P. Fedchenko.  Incorporated herein by reference to Exhibit
       10.18 to 3-D Canada's Annual Report on Form 10-K for the year ended
       December 31, 1992, and the amendments thereto.

10.17  Form of Indemnification Agreement between Registrant and certain of
       its executive officers and directors.  Incorporated by reference to
       Exhibit 10.18 to Form 8-B filed August 16, 1993 and the amendment
       thereto filed on  Form 8-B/A filed on February 4, 1994.

10.18  Amendment No.1 to a Shareholders' Agreement, such Shareholders'
       Agreement being dated as of April 10, 1991, among 1726 Holdings Ltd.,
       a British Columbia corporation ("1726"), Lionheart Capital Corp., a
       British Columbia corporation ("Lionheart"), 3-D Canada, and Raymond S.
       Freed, Charles W. Hull, Bethany Griffiths, Virginia Hiramatsu, Paul B.
       Warren and Edwin J. Kaftal (Freed, Hull, Griffiths, Hiramatsu, Warren
       and Kaftal are collectively referred to as the "Founders"), dated as
       of May 5, 1993, by and among 1726, Lionheart, 3-D Canada, the Founders
       and Registrant.  Incorporated by reference to Exhibit 10.19 to Form 8-B
       filed August 16, 1993 and the amendment thereto filed on Form 8-B/A
       filed on February 4, 1994.

10.19  Loan and Security Agreement, as amended, dated as of June 2, 1993, by
       and between 3-D California, 3D Systems Inc. Limited (England), 3D
       Systems France SARL, 3D Systems GmbH, 3D Systems Japan, Ltd. and
       Silicon Valley Bank.  Incorporated by reference to Exhibit 10.20 to
       Form 8-B filed August 16, 1993 and the amendment thereto filed on Form
       8-B/A filed on February 4, 1994.

10.20  Cross-Corporate Continuing Guaranty dated as of August 12, 1993,
       executed by Registrant, 3D Systems Inc. Limited (England), 3D Systems
       France SARL, 3D Systems GmbH, 3D Systems Japan, Ltd. and 3D California
       in favor of Silicon Valley Bank.  Incorporated by reference to Exhibit
       10.21 to Form 8-B filed August 16, 1993 and the amendment thereto
       filed on Form 8-B/A filed on February 4, 1994.

10.21  Warrant to Purchase Common Stock, dated August 12, 1993, granted by
       Registrant in favor of Silicon Valley Bank.  Incorporated by reference
       to Exhibit 10.22 to Form 8-B filed August 16, 1993 and the amendment
       thereto filed on Form 8-B/A filed on February 4, 1994.

10.22  Antidilution Agreement dated as of August 12, 1993, by and between
       Registrant and Silicon Valley Bank.  Incorporated by reference to
       Exhibit 10.23 to Form 8-B filed August 16, 1993 and the amendment
       thereto filed on Form 8-B/A filed on February 4, 1994.

- ----------------------
* Management contract of compensatory plan or arrangement.

<PAGE>

10.23  Registration Rights Agreement dated as of August 12, 1993, by and
       between Registrant and Silicon Valley Bank.  Incorporated by reference
       to Exhibit 10.24 to Form 8-B filed August 16, 1993 and the amendment
       thereto filed on Form 8-B/A filed on February 4, 1994.

10.24  Assumption Agreement dated as of August 12, 1993, by and between 3D
       Systems (Canada) Inc. and Silicon Valley Bank.  Incorporated by
       reference to Exhibit 10.25 to Form 8-B filed August 16, 1993 and the
       amendment thereto filed on Form 8-B/A filed on February 4, 1994.

10.25  Letter Agreement dated July 31, 1993 by and among 3D California,
       Silicon Valley Bank, and UVP, Inc.  Incorporated by reference to
       Exhibit 10.26 to Form 8-B filed August 16, 1993 and the amendment
       thereto filed on Form 8-B/A filed on February 4, 1994.

10.26  Standby Share Purchase Agreement dated as of May 26, 1992, by and
       among 3-D Canada and Invesco MIM, C&S Investment Management, Ltd.,
       Noland Carter, Prudential Portfolio Managers Limited, Fred C. Goad,
       Jr., The Clark Estates, Inc., Foreign & Colonial Smaller Companies
       PLC.  Incorporated herein by reference to Exhibit 1.2 to 3-D Canada's
       Registration Statement on Form S-2 (Reg. No. 33-46823).

10.27  Stock Purchase Agreement, as amended, dated as of September 30, 1986,
       by and among 3D California, Lionheart Resources Corporation, a British
       Columbia corporation, and 3-D Canada.  Incorporated herein by
       reference to Exhibit 4 to 3-D Canada's annual report on Form 20-F for
       the year ended December 31, 1987 (Reg. No. 0-16333).

10.28  Security Agreement dated as of August 12, 1993, by and between
       Registrant and Silicon Valley Bank.  Incorporated by reference to
       Exhibit 10.29 to Form 8-B filed August 16, 1993 and the amendment
       thereto filed on Form 8-B/A filed on February 4, 1994.

10.29  Letter of Understanding with respect to Loan and Security Agreement,
       as amended, dated August 12, 1993, by and between 3-D California, 3D
       Systems Inc. Limited (England), 3D Systems France SARL, 3D Systems
       GmbH, 3D Systems Japan, Ltd. and Silicon Valley Bank.  Incorporated by
       reference to Exhibit 10.30 to Form 8-B filed August 16, 1993 and the
       amendment thereto filed on Form 8-B/A filed on February 4,  1994.

10.30  Settlement Agreement and Release dated August 11, 1993, by and between
       3D California, Federal Insurance Company and Chubb & Son, Inc. 
       Incorporated by reference to Exhibit 10.31 to Form 8-B filed August
       16, 1993 and the amendment thereto filed on Form 8-B/A filed on
       February 4, 1994.

10.31  Termination Agreement entered into as of January 1, 1990 by and among
       3D California, The Japan Steel Works, Ltd. and 3D Systems Japan, Ltd. 
       Incorporated herein by reference to Exhibit 10.27 to the Registrant's
       Annual Report on Form 10-K for the year ended December 31, 1989.

10.32  Amendment to Termination Agreement dated April 13, 1993 by and among
       3D California, The Japan Steel Works, Ltd. and 3D Systems Japan, Ltd. 
       Incorporated by reference to Exhibit 10.33 to Form 8-B filed August
       16, 1993 and the amendment thereto filed on Form 8-B/A filed on
       February 4, 1994.

10.33* Employment Agreement dated March 1, 1994, by and among the Registrant,
       3D Systems, Inc., a California corporation and Charles W. Hull. 
       Incorporated herein by reference to Exhibit 10.1 to the Registrant's
       Form 10-Q for the quarterly period ended July 1, 1994 filed on August
       9, 1994.

10.34* Employment Letter dated February 8, 1993 among 3D Systems, Inc., a
       California corporation and Robert Horrell. Incorporated herein by
       reference to Exhibit 10.35 to the Registrant's Form 10-K for the year
       ending December 31, 1993 filed on March 31, 1994.

10.35  Amendment to Loan Agreement dated as of August 3, 1994, by and between
       3D Systems, Inc., 3D Systems Inc. Limited, 3D Systems France SARL, 3D
       Systems GmbH and Silicon Valley Bank.  Incorporated herein by
       reference to Exhibit 10.36 to the Registrant's Form 10-Q for the
       quarterly period ended September 30, 1994 filed on November 4, 1994.
- ----------------------
* Management contract of compensatory plan or arrangement.

<PAGE>

10.36  Amended Schedule to Loan and Security Agreement dated as of August 3,
       1994, by and between 3D Systems, Inc., 3D Systems Inc. Limited, 3D
       Systems France SARL, 3D Systems GmbH and Silicon Valley Bank. 
       Incorporated herein by reference to Exhibit 10.37 to the Registrant's
       Form 10-Q for the quarterly period ended September 31, 1994 filed on
       November 4, 1994.

10.37  Collateral Assignment, Patent Mortgage and Security Agreement dated as
       of August 3, 1991, by and between 3D Systems, Inc., 3D Systems Inc.
       Limited, 3D Systems France SARL, 3D Systems GmbH, 3D Systems
       Corporation, 3D Systems (Canada) Inc. and Silicon Valley Bank. 
       Incorporated herein by reference to Exhibit 10.38 to the Registrant's
       Form 10-Q for the quarterly period ended September 30, 1994 filed on
       November 4, 1994.

10.38* Employment Agreement dated October 31, 1994, by and among the
       Registrant, 3D Systems, Inc., a California corporation  and Arthur B.
       Sims.  Incorporated by reference to Exhibit 10.39 to Form 10-K for the
       year ended December 31, 1994.

10.39  Letter of intent dated March 7, 1995 by and between 3D Systems, Inc.,
       a California corporation and CIBA-GEIGY Corporation, a New York
       corporation.  Incorporated by reference to Exhibit 10.40 to Form 10-K
       for the year ended December 31, 1994.

10.40  Agreement dated October 4, 1995 between the Registrant and Mesa County
       Economic Development Council, inc., a Colorado non-profit Corporation. 
       Incorporated herein by reference to Exhibit 10.1 to the Registrant's
       Form 10-Q for the quarterly period ended September 29, 1995 filed
       November 13, 1995.

10.41  Amendment No. 1 to Distribution Agreement dated May 5, 1995 between
       Ciba Chemicals and the Registrant.  Incorporated herein by reference
       to Exhibit 10.40 to Amendment No. 1 to Registration Statement on Form
       S-2 filed on May 25, 1995.

10.42  Registration and Indemnification Agreement dated June 1995 between the
       Registrant and 1726 Holdings Canada, Inc.  Incorporated herein by
       reference to Exhibit 10.41 to Amendment No. 2 to Registration
       Statement of Form S-2 filed on June 13, 1995.

10.43* Employment Agreement dated as of December 27, 1995 between the
       Registrant and A. Sidney Alpert.  Incorporated herein by reference to
       Exhibit 10.43 to the Registrant's 10-K for the year ended December 31,
       1995 filed on April 1, 1996.

10.44  Amendment dated July 5, 1995 to Loan and Security Agreement dated June
       2, 1993, as previously amended, by and between the Registrant, 3D
       California, 3D Systems, Inc. Limited, 3D Systems France SARL, 3D
       Systems GmbH and Silicon Valley Bank.  

10.45  License, Development, and OEM Agreement dated March 31, 1995 between
       Spectra, Inc. and 3D Systems, Inc. [Confidential Treatment Requested]. 
       Incorporated herein by reference to Exhibit 10.45 to the Registrant's
       10-K for the year ended December 31, 1995 filed on April 1, 1996.

10.46* Employment letter dated April 11, 1996 between the Registrant and Mark
       R. Bell.  Incorporated herein by reference to exhibit 10.1 to the
       Registrant's 10-Q for the quarterly period ended March 29, 1996 filed
       on May 7, 1996.**

10.47  Asset Purchase Agreement dated as of August 30, 1996 by and between 3D
       Systems, Inc., a California corporation, Keltool, Inc. a Minnesota
       corporation and Wayne Duescher.  Incorporated herein by reference to
       Exhibit 10.1 to the Registrant's 10-Q for the quarterly period ended
       September 27, 1996 filed on November 12, 1996.**

10.48  Warrant Agreement dated September 9, 1996 by and between 3D Systems,
       Inc., a California corporation and Keltool, Inc. a Minnesota
       corporation.  Incorporated herein by reference to Exhibit 10.2 to the
       Registrant's 10-Q for the quarterly period ended September 27, 1996
       filed on November 12, 1996.**
- ---------------------
* Management contract of compensatory plan or arrangement.

<PAGE>

10.49  Non-Competition Agreement dated September 9, 1996 by and between 3D
       Systems, Inc., a California corporation and Wayne O. Duescher. 
       Incorporated herein by reference to Exhibit 10.3 to the Registrant's
       10-Q for the quarterly period ended September 27, 1996 filed on
       November 12, 1996.**

10.50* Employment Agreement dated as of February 6, 1996 between the
       Registrant and Eugen J. Geyer.**

10.51* Employment Agreement dated October 28, 1996 between the Registrant and
       Richard D. Balanson.**

10.52  Amendment dated July 5, 1996 to Loan and Security Agreement dated June
       2, 1993, as previously amended, by and between the Registrant and
       Silicon Valley Bank.**

11.1   Computation of Per Share Earnings.**

22.1   Subsidiaries of the Registrant.**

23.1   Consent of Independent Public Accountants - Coopers & Lybrand L.L.P.**

27     Financial Data Schedule**

- ------------------
 * Management contract or compensatory plan or arrangement.
** Previously Filed.

<PAGE>

                           SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, as amended, the Registrant has caused this amendment to 
Form 10-K to be signed on its behalf by the undersigned, thereunto duly 
authorized.
  
Date: April 2, 1997         3D SYSTEMS CORPORATION
                                
                                
                             By: /s/ Gordon L. Almquist
                                ---------------------------------
                                 Gordon L. Almquist
                                 Chief Financial Officer,
                                 Vice President, Finance and Secretary
                                 (Principal Financial Officer and
                                 Principal Accounting Officer)

   
                            
 
                                             

<PAGE>

            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
          AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULE



CONSOLIDATED FINANCIAL STATEMENTS                                     PAGE
- ---------------------------------                                     ----

Report of Independent Public Accountants . . . . . . . . . . . . . . . F-2
Consolidated Balance Sheets as of December 31, 1995 and 1996 . . . . . F-3
Consolidated Statements of Operations for the Years Ended
     December 31, 1994, 1995 and 1996. . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Stockholders' Equity for the Years Ended
     December 31, 1994, 1995 and 1996. . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Cash Flows for the Years Ended
     December 31, 1994, 1995 and 1996. . . . . . . . . . . . . . . . . F-6
Notes to Consolidated Financial Statements for the Years Ended
     December 31, 1994, 1995 and 1996. . . . . . . . . . . . . . . . . F-7



CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
- -----------------------------------------

Report of Independent Public Accountants on Financial Statement Schedule. . F-23
Schedule II - Valuation and Qualifying Accounts. . . . . . .  . . . . . . . F-24

                                    F-1


<PAGE>
                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                      ON FINANCIAL STATEMENT SCHEDULE






To the Stockholders and Board of Directors
3D Systems Corporation

Our report on the consolidated financial statements of 3D Systems Corporation
and Subsidiaries is included on page F-2 of this Form 10-K.  In connection 
with our audits of such financial statements, we have audited the related 
financial statement schedule as of December 31, 1994, 1995 and 1996 and for 
each of the three years in the period ended December 31, 1996, as listed on 
the index on page F-1 of this Form 10-K.

In our opinion, the financial statement schedule referred to above, when 
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be 
included therein.




Coopers & Lybrand L.L.P.
Los Angeles, California
February 20, 1997

<PAGE>

                                SCHEDULE II

                           3D SYSTEMS CORPORATION
                     Valuation and Qualifying Accounts
                                      
                Years ended December 31, 1994, 1995 and 1996

<TABLE>
<CAPTION> 

                                                 Balance at    Additions                    Balance at
                                                 beginning     charged to                     end of
Year Ended             Item                       of year       expenses     Deductions        year
- ----------  ----------------------------        -----------    ----------   ------------   ------------
<S>         <C>                                 <C>            <C>           <C>            <C> 

1994        Inventory obsolescence reserve        $  699,003    $  136,339    $   (129,414)   $   705,928
                                                  ==========    ==========    ============     ==========
1995        Inventory obsolescence reserve        $  705,928    $  851,472    $   (360,917)    $1,196,483
                                                  ==========    ==========    ============     ==========
1996        Inventory obsolescence reserve        $1,196,483    $   47,596    $   (992,746)    $  251,333
                                                  ==========    ==========    ============     ==========


1994       Allowance for doubtful accounts        $  319,676    $  133,355    $   (109,710)    $  343,321
                                                  ==========    ==========    ============     ==========
1995       Allowance for doubtful accounts        $  343,321    $  144,373    $   (119,295)    $  368,399
                                                  ==========    ==========    ============     ==========
1996       Allowance for doubtful accounts        $  368,399    $  119,412    $    (81,633)    $  406,178
                                                  ==========    ==========    ============     ==========

1995       Deferred tax valuation allowance       $7,118,012    $     --      $ (6,281,012)    $  837,000
                                                  ==========    ==========    ============     ==========
1996       Deferred tax valuation allowance       $  837,000    $  926,000    $      --        $1,763,000
                                                  ==========    ==========    ============     ==========



</TABLE>


                                          F-24


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