SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. _____)
Filed by the registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For
Use of
[X] Definitive Proxy Statement the Commission
Only
(as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2)
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
3D Systems Corporation
- -----------------------------------------------------------------
- ----------
(Name of Registrant as Specified in Its Charter)
- -----------------------------------------------------------------
- ----------
(Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
- ---------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- ---------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange
Act Rule 0-11.
- ---------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ---------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- ---------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- ---------------------------------------------------------------------------
(3) Filing party:
- ---------------------------------------------------------------------------
(4) Date filed:
- ---------------------------------------------------------------------------
<PAGE>
3D SYSTEMS CORPORATION
-----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 22, 1997
-----------
TO OUR STOCKHOLDERS:
You are cordially invited to attend the Annual Meeting of Stockholders
of 3D Systems Corporation (the "Company"), to be held at The Valencia
Hilton Garden Inn at Six Flags, 27710 The Old Road, Valencia, California
91355, on May 22, 1997, at 10:00 a.m. California time, to consider and act
upon the matters listed below:
(1) Election of two Class I Directors to hold office for three years
and until their successors are duly elected;
(2) Consideration of any other matters which may properly come before
the meeting or any adjournments of the meeting.
Stockholders of record at the close of business on April 11, 1997
are entitled to notice of and to vote at the Annual Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE
MEETING IN PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE,
DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. IF
YOU DO ATTEND THE MEETING, YOU MAY, IF YOU PREFER, REVOKE YOUR PROXY AND
VOTE YOUR SHARES IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ A. Sidney Alpert
A. Sidney Alpert
VICE-PRESIDENT, GENERAL COUNSEL AND SECRETARY
26081 Avenue Hall
Valencia, CA 91355
April 23, 1997
<PAGE>
3D SYSTEMS CORPORATION
-----------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 22, 1997
This Proxy Statement is furnished in connection with the solicitation
of Proxies by the Board of Directors of 3D Systems Corporation, a Delaware
corporation (the "Company") for use at the Annual Meeting of Stockholders
to be held at The Valencia Hilton Garden Inn at Six Flags, 27710 The Old
Road, Valencia, California 91355, on May 22, 1997, at 10:00 a.m. California
time. Accompanying this Proxy Statement is the Board of Directors' Proxy
for the Annual Meeting, which you may use to indicate your vote on the
proposals described in this Proxy Statement.
All Proxies which are properly completed, signed and returned to the
Company prior to the Annual Meeting, and which have not been revoked, will
unless otherwise directed be voted in accordance with the recommendations
of the Board of Directors set forth in this Proxy Statement. A stockholder
may revoke his or her Proxy at any time before it is voted either by filing
with the Secretary of the Company, at its principal executive offices, a
written notice of revocation or a duly executed proxy bearing a later date,
or by attending the Annual Meeting and expressing a desire to vote his or
her shares in person.
The close of business on April 11, 1997 has been fixed as the record
date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting or any adjournments of the Annual Meeting. As
of the record date, the Company had outstanding 11,361,123 shares of Common
Stock, par value $.001 per share (the "Common Stock"), the only outstanding
voting securities of the Company. As of the record date, the Company had
642 stockholders of record.
A stockholder is entitled to cast one vote for each share held of
record on the record date on all matters to be considered at the Annual
Meeting. The two nominees for election as Class I Directors who receive
the highest number of votes will be elected. All other matters that may
properly come before the meeting require for approval the favorable vote of
a majority of shares voted at the meeting in person or by proxy.
Abstentions and broker non-votes will be included in the determination of
shares present at the Annual Meeting for purposes of determining a quorum.
Abstentions will be counted toward the tabulation of votes cast on
proposals submitted to stockholders and will have the same effect as
negative votes, while broker non-votes will not be counted as votes cast
for or against such matters.
Unless the context otherwise clearly requires, all references in this
Proxy Statement to the "Company" include 3D Systems Corporation, its
subsidiaries and predecessors.
The Company's principal executive offices are located at 26081 Avenue
Hall, Valencia, California 91355. This Proxy Statement and the
accompanying Proxy were mailed to stockholders on or about April 23, 1997.
ELECTION OF DIRECTORS
In accordance with the Bylaws of the Company, the Board of Directors
is divided into three classes. At each annual meeting of stockholders,
Directors constituting one class are elected, each for a three-year term.
Two Class I Directors will be elected at the Annual Meeting. The Board of
Directors proposes the nominees named below.
Although it is not contemplated that the nominees will decline or be
unable to serve, the Proxies will be voted by the Proxy holders at their
discretion for another person, if such a contingency should arise. Unless
otherwise directed in the accompanying Proxy, or as specified above, the
persons named therein will vote FOR the election of the nominees named
below.
<PAGE>
The nominees and continuing Directors have furnished the following
information, which is as of March 31, 1997:
<TABLE>
<CAPTION>
YEAR FIRST
ELECTED OR
APPOINTED
NAME AGE DIRECTOR PRINCIPAL OCCUPATION
- ---- --- -------- --------------------
<S> <C> <C> <C>
NOMINEES:
CLASS I DIRECTORS
(terms to expire in 2000)
Donald S. Bates (1)(2) 68 1995 Mr. Bates currently is, and for more than the past five years has been, an
independent management consultant. In January 1997, Mr. Bates became a
member of the Board of Directors of Glenayre Technologies, Inc., a company
listed on the Nasdaq Stock Market's National Market and involved in the
design, manufacture and marketing of telecommunications equipment and
related software used in the wireless personal communication service
markets. From October 1984 until March 1986, Mr. Bates was President and
Chief Operating Officer of Piezo Electric Products, Inc., a piezoelectric
and thermistor engineering and component manufacturing company, and served
on that company's board of directors from October 1984 until April 1989.
From November 1983 to April 1986, Mr. Bates served as a member of the board
of directors of Communications Industries, Inc., a provider of paging
services and manufacturer of communication related equipment. Mr. Bates
served as President of the United Telecom Computer Group, Inc., a
subsidiary of United Telecommunications Inc. (now Sprint), from September
1981 until June 1983. Prior to his retirement after 30 years, Mr. Bates
was employed at General Electric Company in various financial and general
management capacities and where, from January 1980 until September 1981, he
was Senior Vice-President and Group Executive of the company's Information
& Communications Systems Group.
Jim D. Kever (1) 44 1996 Mr. Kever has been associated with Envoy Corporation ("Envoy"), a company
listed on the Nasdaq Stock Market's National Market and involved in
transaction processing, since 1992. Since 1995, Mr. Kever has served as
its Co-Chief Executive Officer and President. Prior to that time, since
1992, Mr. Kever served as Executive Vice-President of Envoy. Mr. Kever
currently serves on the Board of Directors of Envoy Corporation and
Transaction Systems Architects, Inc. ("TSA"), a company listed on the
Nasdaq Stock Market's National Market and involved in transaction
processing, and also is a member of the Compensation Committee of TSA.
Page 2
<PAGE>
CONTINUING DIRECTORS:
CLASS II DIRECTORS:
(terms to expire in 1998)
Arthur B. Sims 59 1993 Mr. Sims has served as Chief Executive Officer and Chairman of the Board of
the Company since August 1993 and, since September 1991, has also served as
Chief Executive Officer of 3D Systems, Inc. From September 1990 to
September 1991, Mr. Sims was an independent management consultant. From
1989 until September 1990, he was Chief Executive Officer and President of
Quadratron Systems Incorporated, a developer and marketer of office
automation software. From 1988 to 1989, Mr. Sims served as President and
Chief Executive Officer of CPT Corporation, an office automation systems
company. Prior thereto, he served for four years as Corporate Vice-
President and President of Computer Science Corp.'s Industry Services Group
and, for one year prior thereto, served as President and Chief Executive
Officer of United Information Systems. Mr. Sims was previously associated
with IBM and General Electric Company. Mr. Sims currently serves as a
member of the board of directors of Structural Dynamics Research
Corporation, a company listed on the Nasdaq Stock Market's National Market
and a leading supplier of mechanical design automation software, product
data management software and related services.
Miriam V. Gold (1)(2) 47 1994 Since the Merger (as hereinafter defined) in December 1996, Ms. Gold has
served as the Vice-President of Regulatory Affairs and as Assistant General
Counsel of Ciba Specialty Chemicals, Inc. Ms. Gold has been associated
with Ciba-Geigy Corporation, Ardsley, New York, ("CGNY") from 1977 to
December 1996. Ms. Gold served as Vice-President, Regulatory Affairs of
CGNY from May 1995 to December 1996 and as Assistant General Counsel of
CGNY from 1992 to December 1996. Prior thereto, Ms. Gold served as
Division Counsel of CGNY since 1987. From 1983 to 1987, Ms. Gold served as
Associate Division Counsel of CGNY.
Page 3
<PAGE>
Richard D. Balanson 47 1997 Mr. Balanson has served as President and Chief Operating Officer of the
Company since April 1977. From November 1996 to April 1997, Mr. Balanson
served as Executive Vice-President, Development and Manufacturing of the
Company. From June 1994 to May 1996, Mr. Balanson was Executive Vice-
President and General Manager of Maxtor Corporation, a major supplier of
computer disk drives, where he headed engineering, manufacturing,
materials, sales and marketing. Mr. Balanson was also a member of the
Board of Directors of Maxtor from June 1994 to May 1996. From March 1992
to May 1994, Mr. Balanson served as President and Chief Operating Officer
of Applied Magnetics Corporation, a major OEM components supplier to
manufacturers of tape drives. From 1975 to 1992, Mr. Balanson was
associated with IBM.
CLASS III DIRECTORS
(terms to expire in 1999)
Charles W. Hull 57 1993 Mr. Hull has served as Vice-Chairman and Chief Technology Officer since
April 1997, and since March 1986, has also served as President of 3D
Systems, Inc., a California corporation which is an indirect, wholly-owned
subsidiary of the Company through which substantially all of the business
and operations are conducted. From August 1993 to April 1997, Mr. Hull
served as President and Chief Operating Officer of the Company. From
January 1980 to March 1986, Mr. Hull was Vice-President of UVP, Inc., a
systems manufacturing company. The Company's stereolithography technology
was developed by Mr. Hull while he was employed by UVP, Inc.
John D. Beadsmoore 58 1995 Since the Merger (as hereinafter defined) in December 1996, Mr. Beadsmoore
has served as Managing Director of the Polymers Division of Ciba Specialty
Chemicals, Inc. in the United Kingdom and is responsible for its worldwide
adhesives and tooling business. Mr. Beadsmoore has been associated with
Ciba Polymers of Cambridge, England, a division of Ciba-Geigy Limited of
Basel, Switzerland, from 1966 to December 1996.
<FN>
- ------------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
</FN>
</TABLE>
For a description of an agreement among certain stockholders of the
Company with respect to the nomination and election of Directors, see
"Shareholders Agreement," below.
Page 4
<PAGE>
MERGER OF CIBA-GEIGY LIMITED
Ciba Specialty Chemicals, Inc. ("CSC") is a Swiss-based multinational
manufacturer and distributor of specialty chemicals, a 15.2% beneficial
shareholder of the Company and the Company's partner in photopolymer
development. Ciba-Geigy Limited ("Ciba") recently completed its merger
(the "Merger") with Sandoz Ltd., and in connection therewith, spun off Ciba
Specialty Chemicals Holding Inc. ("CSC Holding"), the parent company of
CSC, which was formed to hold the worldwide specialty chemicals businesses
of Ciba and its affiliates. In connection with this transaction, CSC
companies succeeded to the respective rights and obligations of Ciba and
its affiliates under their contracts with the Company.
Unless otherwise indicated, all references to "CSC" include Ciba
Specialty Chemicals, Inc. and its affiliates, including CSC Holding and its
wholly-owned subsidiaries in Canada, through which CSC holds its interest
in the Company, and the United States, through which CSC conducts its U.S.
operations.
SHAREHOLDERS AGREEMENT
Pursuant to a Shareholders Agreement among the Company, CSC, and
Raymond S. Freed, Charles W. Hull, Edwin J. Kaftal, Bethany Griffiths,
Virginia Hiramatsu and Paul Warren, (the listed individuals collectively
are referred to as the "Founders"), CSC and the Founders, who at March 31,
1997 beneficially owned an aggregate of 2,410,820 shares of Common Stock
(approximately 21.22% of the outstanding shares of Common Stock), have
agreed to vote all of their respective shares to elect and maintain on the
Board of Directors of the Company two nominees designated by CSC who are
reasonably acceptable to the agent for the Founders (currently Mr. Hull),
two nominees designated by the Founders who are reasonably acceptable to
CSC, and one or more nominees selected by the four nominees. All decisions
of the Founders are made solely by Mr. Hull. The Company has agreed,
subject to applicable law, to support the election of the nominees selected
by the Founders, CSC and their respective nominees. See "Principal
Stockholders."
Mr. Beadsmoore and Ms. Gold currently are the Directors designated by
CSC, Messrs. Hull and Sims currently are the Directors designated by the
Founders and Messrs. Bates, Kever and Balanson currently are the Directors
designated by the other four Directors.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of six meetings
during the year ended December 31, 1996. The Board of Directors has an
Audit Committee and a Compensation Committee.
The Audit Committee of the Board of Directors currently consists of
Donald S. Bates, Miriam V. Gold and Jim D. Kever. The Audit Committee
recommends the engagement of the Company's independent public accountants,
reviews the scope of the audit to be conducted by such independent public
accountants, and meets with the independent public accountants and the
Chief Financial Officer of the Company to review matters relating to the
Company's financial statements, the Company's accounting principles and its
system of internal accounting controls, and reports its recommendations as
to the approval of the financial statements of the Company to the Board of
Directors. Seven meetings of the Audit Committee were held during the year
ended December 31, 1996.
The Compensation Committee of the Board of Directors consists of
Donald S. Bates and Miriam V. Gold. The Compensation Committee is
responsible for considering and making recommendations to the Board of
Directors regarding executive compensation and is responsible for
administration of the Company's stock option and executive incentive
compensation plans. Six meetings of the Compensation Committee were held
during the year ended December 31, 1996.
For the year ended December 31, 1996, each Director, during the term
of his or her tenure, attended all meetings of the Board of Directors
except Messrs. Beadsmoore and Hull who each attended five meetings. Each
Director also attended all meetings of the committees of the Board of
Directors to which he or she was assigned, except Ms. Gold who attended six
meetings of the Audit Committee. From the time Mr. Kever was appointed to
the Board of Directors in May 1996, the Board of Directors of the Company
held five meetings and the Audit Committee held five meetings. Mr. Kever
attended four of the meetings of the Board of Directors and two of the
meetings of the Audit Committee.
Page 5
<PAGE>
COMPENSATION OF DIRECTORS
The Company pays its non-employee Directors an annual retainer of
$15,000, plus $1,500 for each Board meeting attended either in person or
telephonically and $1,500 for attendance at each Committee meeting not held
on a day that a Board meeting is held. In addition, non-employee directors
each receive an annual automatic grant of options to purchase 7,500 shares
of the Common Stock of the Company.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of March 31, 1997, certain
information with respect to Common Stock owned beneficially by (i) the
Chief Executive Officer and each of the other persons who during the year
ended December 31, 1996 were among the four most highly compensated
officers of the Company (the "Named Executive Officers"), (ii) each
Director of the Company, (iii) all Directors and Named Executive Officers
as a group and (iv) each person known by the Company to be the beneficial
owner of more than five percent of the outstanding Common Stock of the
Company.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock
Name and Address Beneficially Owned (1) Percent (1)
---------------- ---------------------- -----------
<S> <C> <C>
Charles W. Hull 2,507,347 (2)(3) 21.88 %
Ciba Specialty Chemicals, Inc. 2,410,820 (3) 21.22
885 Georgia Street, Suite 2200
Vancouver, B.C. V6C3E8
Richard D. Balanson 25,000 *
Donald S. Bates 5,700 (4) *
John D. Beadsmoore 3,600 (5) *
Mark R. Bell 28,354 (6) *
Eugen J. Geyer 13,185 (7) *
Miriam V. Gold 8,333 (8) *
Robert E. Horrell 38,061 (9) *
Jim D. Kever 4,000 (10) *
Arthur B. Sims 253,571 (11) 2.19
Directors and Named Executive Officers
as a group (9 persons) 2,887,151 (12) 24.55
<FN>
- ------------------
* Less than one percent.
(1) Under Rule 13d-3 of the Exchange Act of 1934, as amended (the
"Exchange Act"), certain shares may be deemed to be beneficially owned by
more than one person (if, for example, persons share the power to vote or
the power to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the date
as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of Common Stock actually outstanding at
March 31, 1997.
Page 6
<PAGE>
(2) Includes 438,889 shares of Common Stock held in the Charles William
Hull and Charlene Anntionette Hull 1992 Revocable Living Trust for which
Mr. and Mrs. Hull serve as trustees and 96,527 shares of Common Stock
reserved for issuance upon exercise of stock options which are or will
become exercisable on or prior to May 30, 1997. Excludes 2,561 shares of
Common Stock held of record by Mr. Hull's adult daughter, with respect to
which Mr. Hull disclaims beneficial ownership.
(3) Shares of Common Stock listed as beneficially owned by CSC are owned
of record by CSC Holding, the parent of CSC. Pursuant to Rule 13d-3 under
the Exchange Act, CSC and Charles W. Hull (together, the "Control Group")
may be deemed to beneficially own all shares of Common Stock held by each
of them, as well as shares owned by the other Founders, with respect to an
agreement, pursuant to which the Control Group has the right to direct the
voting of such shares with respect to the election of Directors of the
Company (see "Election of Directors -- Shareholders Agreement"). The
Control Group has the power to direct the voting with respect to the
election of Directors of the Company of an aggregate of 2,410,820 shares.
As of March 31, 1997, the number of shares of Common Stock beneficially
owned by the Control Group which each member thereof had sole investment
power and the sole power to vote for matters other than the election of
Directors was as follows (the percentages set forth below have been
calculated assuming all shares of Common Stock reserved for issuance upon
exercise of stock options granted to any Directors or Named Executive
Officers which are or will become exercisable on or prior to May 30, 1997
are outstanding as of March 31, 1997):
PERCENT OF ALL
OUTSTANDING
NUMBER OF SHARES SHARES
---------------- ------
Charles W. Hull 575,273 5.06%
Ciba Specialty Chemicals, Inc. 1,725,366 15.19%
--------- ------
Total 2,300,639 20.25%
========= ======
(4) Includes 4,700 shares of Common Stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to May 30, 1997.
(5) Represents shares of Common Stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or prior to May
30, 1997.
(6) Includes 11,532 shares of Common Stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to May 30, 1997.
(7) Includes 12,500 shares of Common Stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to May 30, 1997.
(8) Includes 8,033 shares of Common Stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to May 30, 1997.
(9) Includes 20,600 shares of Common Stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to May 30, 1997.
(10) Includes 2,500 shares of Common Stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to May 30, 1997.
(11) Includes 237,571 shares of Common Stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to May 30, 1997.
(12) Includes 397,563 shares of Common Stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to May 30, 1997.
</FN>
</TABLE>
The information as to shares beneficially owned has been individually
furnished by the respective Directors, Named Executive Officers, and other
stockholders of the Company.
Page 7
<PAGE>
OTHER INFORMATION
PRIOR PERFORMANCE OF COMMON STOCK
The following chart presents for the five-year period commencing
December 31, 1991, the yearly percentage change in the Company's cumulative
total return on its shares of Common Stock with the cumulative total return
for the same period, assuming a $100 investment made on December 31, 1991,
of the Nasdaq Stock Market Index (US) (December 31, 1991 = 100) and the S&P
Technology Sector Index (December 31, 1991 = 100). "Cumulative total
return" of the Company's shares of Common Stock is measured by dividing
(i) the difference between the Company's share price at the end and
beginning of the measurement period; by (ii) the share price at the
beginning of the measurement period, with share prices adjusted for stock
splits and stock dividends, if any, effected during the period:
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Cumulative Total Return
-------------------------------------------------------
12/91 12/92 12/93 12/94 12/95 12/96
<S> <C> <C> <C> <C> <C> <C> <C>
3D SYSTEMS CORPORATION TDSC 100 69 88 170 400 215
NASDAQ STOCK MARKET-US INAS 100 116 134 131 185 227
S & P TECHNOLOGY SECTOR ITES 100 104 128 215 215 305
</TABLE>
Page 8
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth both cash and noncash compensation paid
or to be paid by the Company to, and the shares granted under the 1989
Employee and Director Incentive Plan (the "1989 Plan") and 1996 Stock
Incentive Plan (the "1996 Plan") with respect to, the Named Executive
Officers, for each of the three years ended December 31 indicated below.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION> LONG TERM
COMPENSATION
------------
NUMBER OF
FISCAL YEAR ANNUAL COMPENSATION SECURITIES
ENDED UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION (1) DECEMBER 31, SALARY BONUS OPTIONS(2) COMPENSATION
---- --- --------- -------- --- -------- --- ------ ----- ---------- ------------
<S> <C> <C> <C> <C> <C>
Arthur B. Sims 1996 $ 265,000 $ -- 110,000 $ 6,437(3)
Chief Executive Officer 1995 250,000 149,325 -- 6,974(3)
1994 208,649 127,833 33,333 5,189(3)
Mark R. Bell (4) 1996 $ 123,953 $ 28,005 45,000 $ 62,139(5)
Vice-President, the Americas
Eugen J. Geyer (6) 1996 $ 186,667 (7) $ 56,897 (8) 70,000 $ 29,329(7) (9)
Vice-President,
3D Systems Europe
Robert E. Horrell 1996 $ 155,000 $ -- 47,000 $ 3,764(3)
Vice-President, Tooling 1995 145,000 51,113 -- 4,045(3)
Systems and Services 1994 136,539 46,411 3,333 3,418(3)
Charles W. Hull 1996 $ 250,000 $ -- 110,000 $ 6,071(3)
Vice-Chairman and Chief 1995 235,000 139,872 -- 6,556(3)
Technology Officer 1994 205,380 116,600 -- 5,122(3)
<FN>
- ------------------
(1) For a description of the employment contract between each officer and the Company, see "Employment Contracts," below.
(2) See "Stock Incentive Plan," below.
(3) Consists of discretionary profit sharing contributions made pursuant to the Company's Section 401(k) plan for these persons.
(4) Mr. Bell became an executive officer of the Company in April 1996.
(5) Consists of discretionary profit sharing contributions made pursuant to the Company's Section 401(k) plan totaling $2,931, an
automobile allowance totaling $1,125, sales commissions totaling $15,698 and a moving allowance totaling $42,385.
(6) Mr. Geyer became an executive officer of the Company in January 1996.
(7) Mr. Geyer's compensation is payable in German Deutschemarks. For the year ended December 31, 1996, the average exchange rate
was approximately $1=DM1.50
(8) Mr. Geyer's bonus was paid at an exchange rate of $1=DM1.45.
(9) Consists of an automobile allowance totaling DM24,230 and a temporary living allowance totaling DM19,764.
</FN>
</TABLE>
Page 9
<PAGE>
STOCK OPTION GRANTS
The following table summarizes information with respect to the options
granted to the Named Executive Officers during the year ended December 31,
1996.
OPTION GRANTS
<TABLE>
<CAPTION> POTENTIAL
REALIZABLE VALUE
AT ASSUMED
NUMBER OF PERCENT OF RATE OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM(1)
OPTION EMPLOYEES IN EXERCISE OR EXPIRATION ------ ----
GRANTED(2) FISCAL YEAR(3) BASE PRICE(4) DATE 5% 10%
------- ------ ---- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C>
Arthur B. Sims 35,000 3.76% $24.13 01/02/06 $ 531,023 $1,345,716
75,000 8.05% $10.25 11/01/06 483,463 1,225,190
Mark R. Bell 25,000 2.68% $20.56 04/15/06 323,291 819,283
20,000 2.15% $10.25 11/01/06 128,923 326,717
Eugen J. Geyer 50,000 5.37% $21.63 01/29/06 679,992 1,723,234
20,000 2.15% $10.25 11/01/06 128,923 326,717
Robert E. Horrell 12,000 1.29% $24.13 01/02/06 182,065 461,388
35,000 3.76% $10.25 11/01/06 225,616 571,755
Charles W. Hull 35,000 3.76% $24.13 01/02/06 531,023 1,345,716
75,000 8.05% $10.25 11/01/06 483,463 1,225,190
<FN>
- ------------------
(1) The potential realizable value is based on the assumption that the Company's Common Stock appreciates at the annual rate
shown (compounded annually) from the date of grant until the expiration of the option term. These amounts are calculated
pursuant to applicable requirements of the Securities and Exchange Commission and do not represent a forecast of the future
appreciation of the Company's Common Stock.
(2) The option grants set forth on this chart vest in four equal annual installments commencing on the first anniversary from the
date of the grant. The options set forth above were each granted for a term of 10 years.
(3) Options covering an aggregate of 931,401 shares of Common Stock were granted to eligible optionees during the fiscal year
ended December 31, 1996.
(4) The exercise price and tax withholding obligations related to exercise may be paid by delivery of already owned shares,
subject to certain conditions.
</FN>
</TABLE>
STOCK OPTIONS HELD
The following table summarizes information with respect to the number
of shares of Common Stock underlying stock options held by each of the
Named Executive Officers at December 31, 1996, and the value of unexercised
options at December 31, 1996 based upon the closing price of the Common
Stock on the Nasdaq Stock Market's National Market on December 31, 1996
($12.75 per share). On November 22, 1996 and December 2, 1996,
Messrs. Horrell and Hull exercised options covering 4,333 and 10,000 shares
of Common Stock, respectively. Additionally, on July 11, 1996 and
September 16, 1996, Mr. Sims exercised options covering 4,000 and 6,067
shares of Common stock, respectively. Neither of Messrs. Geyer or Bell
exercised options during 1996.
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<PAGE>
AGGREGATED YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, 1996 DECEMBER 31, 1996
-------- --- ---- -------- --- ----
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Arthur B. Sims 228,815 154,450 $ 1,611,105 $ 418,793
Mark R. Bell 5,282 46,083 37,718 55,186
Eugen J. Geyer 0 70,000 0 50,000
Robert E. Horrell 17,599 49,250 126,372 96,686
Charles W. Hull 87,770 148,896 684,126 493,809
</TABLE>
EMPLOYMENT CONTRACTS
The Company has entered into employment contracts with each of its
Named Executive Officers.
The Company and Arthur B. Sims, the Chief Executive Officer of the
Company and 3D Systems, Inc., its California subsidiary ("3D California")
entered into an employment agreement (the "Employment Agreement"),
effective October 31, 1994. The Employment Agreement was approved by the
Compensation Committee in October 1994 and the "Special Bonus" component
thereof (defined below) was approved by the stockholders at the 1995 Annual
Meeting of Stockholders. See "Report of Compensation Committee--Omnibus
Budget Reconciliation Act Implications for Executive Compensation."
Pursuant to the Employment Agreement, Mr. Sims is entitled to a base salary
of $250,000 per year, subject to increase from time to time at the
discretion of the Compensation Committee. Effective January 1, 1996 and
February 1, 1997, the Compensation Committee increased Mr. Sims' base
salary to $265,000 and $278,250, respectively. Mr. Sims is also eligible
to receive annual bonuses and cash incentive awards (see "Report of
Compensation Committee -- Annual Incentives" and "Report of Compensation
Committee -- Determination of Chief Executive Officer's Compensation") and,
upon the occurrence of a "Triggering Event," the "Special Bonus." A
"Triggering Event" is defined as (i) the acquisition of more than 50% (80%
in the case of certain current stockholders of the Company) of the
outstanding Common Stock of the Company or 3D California; (ii) a merger in
which the Company or 3D California is not the surviving entity; (iii) the
sale or transfer of more than 50% of the assets or earning power of the
Company; or (iv) the election of a new majority of the Board of Directors
of the Company in connection with a contested election. The Special Bonus
would be equal to the lesser of (a) $1.0 million; (b) one cent less than
three times Mr. Sims' average annual compensation includable in his gross
income for the last five years; or (c) the greater of (i) the maximum
amount permissible under Section 162(m) of the Internal Revenue Code and
(ii) 7.5% of the difference between the market value of the Company on the
date the transaction giving rise to the Triggering Event is consummated and
$109,852,608 (the market value of the Company on the date of the Employment
Agreement). The Employment Agreement also permits Mr. Sims, at any time
during its term, to terminate his duties as Chief Executive Officer and
elect to become a consultant to the Company for up to a four year term for
an annual consulting fee of $100,000 plus an additional $250 per hour in
any fiscal quarter during which the performance of his consulting duties
exceeds 100 hours. After October 31, 1999, Mr. Sims' engagement as an
employee with the Company will continue on an "at will" basis. If Mr.
Sims' employment is terminated without cause, he will be entitled to
severance pay over a period of 24 months at his then-current annual salary,
and, if a Triggering Event occurs during the severance period, Mr. Sims
will also be entitled to the Special Bonus.
The Company and Mr. Bell entered into an employment agreement in April
1996, pursuant to which Mr. Bell serves as Vice-President, the Americas, of
the Company. Under the agreement, Mr. Bell's base salary is $140,000 per
year, subject to increase at the discretion of the Board of Directors.
Effective February 1, 1997, the Board of Directors increased Mr. Bell's
base salary to $145,000. In addition to standard benefits, Mr. Bell is
entitled to incentive compensation based on the achievement of certain
sales goals. For the year ended December 31, 1996, Mr. Bell received
$12,500 and $15,505 for the third and fourth quarters, respectively, as
incentive compensation. If his employment is terminated without cause, Mr.
Bell is entitled to severance pay equal to six months base salary.
The Company and Mr. Geyer entered into an employment agreement in
February 1996, pursuant to which Mr. Geyer serves as Vice-President of the
Company. Under the agreement, Mr. Geyer's initial base salary was
DM280,000 per year (for the year ended December 31, 1996, the average
exchange rate was approximately $1=DM1.50), subject to increase at the
discretion of the Board of Directors. In addition to standard benefits,
Mr. Geyer is entitled to
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<PAGE>
incentive compensation equal to DM82,500 based on the achievement of
certain operating goals established pursuant to the 3D Systems Corporation
Executive Incentive Compensation Plan (see "Report of the Compensation
Committee -- Annual Incentives"), and up to DM53,625 in additional
incentive compensation, at the discretion of the Board of Directors, if the
Company exceeds these operating goals. Notwithstanding the foregoing,
regardless of annual objectives, Mr. Geyer received a one- time bonus in an
amount equal to DM82,500 for the year ended December 31, 1996, by virtue of
his employment with the Company through such date. If his employment is
terminated without cause, Mr. Geyer is entitled to severance pay equal to
18 months of his then-current annual salary.
The Company and Mr. Horrell entered into an employment agreement in
February 1993, pursuant to which Mr. Horrell served as Vice-President,
Operations of 3D California and as Vice-President, Operations of the
Company. Effective in 1997, Mr. Horrell currently serves as Vice-
President, Tooling Systems and Services of 3D California and as Vice-
President, Tooling Systems and Services of the Company. Under the
agreement, Mr. Horrell's initial base salary was $135,000 per year, subject
to increase at the discretion of the Board of Directors. Effective
November 7, 1994, January 1, 1996 and February 1, 1997, the Board of
Directors increased Mr. Horrell's base salary to $145,000, $155,000 and
$161,200 per year, respectively. In addition to standard benefits, Mr.
Horrell is entitled to incentive compensation up to a maximum of 37.5% of
his annual base salary based on the achievement of certain operating goals.
For the year ended December 31, 1996, Mr. Horrell received no incentive
compensation. If his employment is terminated without cause, Mr. Horrell
is entitled to severance pay equal to six months at his then-current annual
base salary.
The Company and Mr. Hull entered into an employment agreement in
April 1994, pursuant to which Mr. Hull serves as President and Chief
Operating Officer of each of the Company and 3D California. Pursuant to
the agreement, Mr. Hull's initial base salary was $200,000 per year,
subject to increase at the discretion of the Board of Directors. Effective
November 7, 1994, January 1, 1996 and February 1, 1997, the Board of
Directors increased Mr. Hull's base salary to $235,000, $250,000 and
$262,500 per year, respectively. Effective April 18, 1997, Mr. Hull
assumed the position of Vice-Chairman and Chief Technology Officer. In
addition to standard benefits, Mr. Hull is entitled to receive incentive
compensation up to a maximum of 60% of his annual base salary based on the
achievement of certain operating goals. For the year ended December 31,
1996, Mr. Hull received no incentive compensation. The agreement also
permits Mr. Hull, at any time during its term, to terminate his duties as
Vice-Chairman and Chief Technology Officer and elect to become a consultant
to the Company for up to a three year term for an annual consulting fee of
$80,000 plus an additional $200 per hour in any fiscal quarter during which
the performance of his consulting duties exceeds 100 hours. This agreement
expires on March 1, 1999 unless sooner terminated pursuant to its terms.
After March 1, 1999, Mr. Hull's engagement with the Company, whether as an
employee or a consultant, will continue on an "at will" basis. If
Mr. Hull's employment is terminated without cause, he is entitled to
severance pay equal to 18 months of his then-current annual salary.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has no interlocking relationships involving any of its
Compensation Committee members which would be required by the Securities
and Exchange Commission to be reported in this Proxy Statement, and no
officer or employee of the Company serves on its Compensation Committee.
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors of the Company
(the "Committee") is charged with the responsibility of administering all
aspects of the Company's executive compensation programs. The Committee,
which is currently comprised of two independent, non-employee Directors,
also grants all stock options and otherwise administers the Company's 1989
Plan, the 1996 Plan and the 1996 Stock Option Plan for Non-Employee
Directors (the "Director Plan"). Following review and approval by the
Compensation Committee, all determinations pertaining to executive
compensation, other than stock option matters, are submitted to the full
Board for approval.
TOTAL COMPENSATION. It is the philosophy of the Compensation
Committee that executive compensation should be structured to provide an
appropriate relationship between executive compensation and performance of
the Company and the share price of the Common Stock, as well as to attract,
motivate and retain executives of outstanding abilities and experience.
The principal elements of total compensation paid to executives of the
Company are as follows:
Page 12
<PAGE>
BASE SALARY. Base salaries are negotiated at the commencement of an
executive's employment with the Company, or upon renewal of his employment
agreement, and are designed to reflect the position, duties and
responsibilities of each executive officer, the cost of living in the area
in which the officer is located and the market for base salaries of
similarly situated executives at other companies engaged in businesses
similar to that of the Company. Base salaries may be annually adjusted in
the sole discretion of the Committee to reflect changes in any of the
foregoing factors.
ANNUAL INCENTIVES. The Committee believes that executive compensation
should be determined with specific reference to the Company's overall
performance, as well as the performance of the division or function over
which each individual executive has primary responsibility. In this
regard, the Committee considers both quantitative and qualitative factors.
Quantitative items used by the Committee in analyzing the Company's
performance include sales and sales growth, results of operations and an
analysis of actual levels of operating results and sales to budgeted
amounts. Qualitative factors include the Committee's assessment of such
matters as the enhancement of the Company's image and reputation, expansion
into new markets and the development and success of new products and new
marketing programs.
The Board of Directors has approved the 3D Systems Corporation
Executive Incentive Compensation Plan (the "1996 Incentive Plan"). Under
the 1996 Incentive Plan, executive officers are eligible to receive an
annual cash incentive award based, in part, upon the attainment of
specified levels of earnings and revenue by the Company as determined by
the Committee at the beginning of the fiscal year and individual
non-financial objectives which are designed to measure each officer's
overall contribution to the Company and the particular division over which
he or she is assigned supervisory responsibility. The non-financial
objectives that must be obtained by the Chief Executive Officer, in order
to be eligible for an award, are established by the Committee. The Chief
Executive Officer establishes the non-financial objectives each other
executive officer must attain. Officers whose compensation is determined in
part by sales commissions paid or payable are not eligible to participate
in the 1996 Incentive Plan.
Under the 1996 Incentive Plan, prior to the commencement of each
fiscal year the Committee will establish the maximum bonus, as a percentage
of base salary, attainable by each participating officer on the basis of
the financial performance of the Company and the attainment of
non-financial objectives by the officer. No bonuses will be paid unless
the Company achieves a threshold earnings level established by the
Committee.
The Committee attributes various weights to the qualitative factors
discussed above based upon their perceived relative importance to the
Company at the time compensation determinations are made. Each executive's
performance is evaluated with respect to each of these factors, and
compensation levels are determined based on each executive's overall
performance.
If the Company achieves a minimum level of earnings, each participant
may be eligible for a range of awards based upon the attainment of the
earnings, revenue and non-financial objectives. The 1996 Incentive Plan
permits the Committee to adjust targets or performance results to reflect
unusual items which it determines to be extraordinary or non-recurring.
STOCK OPTIONS. Under the 1996 Plan, the Committee is authorized to
grant any type of award which might involve the issuance of shares of
Common Stock, an option, warrant, convertible security, stock appreciation
right or similar right or any other security or benefit with a value
derived from the value of the Common Stock. The number of shares granted
to an individual is based upon a number of factors, including his or her
position, salary and performance, and the overall performance and stock
price of the Company.
DETERMINATION OF CHIEF EXECUTIVE OFFICER'S COMPENSATION. As Chief
Executive Officer, Mr. Sims is compensated pursuant to an employment
agreement described under "Employment Contracts," above, which became
effective October 31, 1994. In determining the overall compensation of Mr.
Sims, the Committee placed particular emphasis on the growth experienced by
the Company since the commencement of Mr. Sims' employment with the Company
in late 1991 to the present. In addition, the Committee recognized the
potential for growth made possible by the infrastructure within the Company
created by the Chief Executive Officer. The Committee also recognized the
importance of maintaining Mr. Sims' salary at a rate competitive with other
similarly sized publicly traded companies. During the year ended December
31, 1996, total sales of the Company increased from $62,582,000 to
$79,632,000 and income from operations grew from $4,907,000 to $5,420,000.
In addition, in August 1996, the Company successfully completed a
$4,900,000 Variable Rate Demand Industrial Development Revenue Bond
Offering in connection with the purchase and development of its new
manufacturing facility in Grand Junction, Colorado. As a
Page 13
<PAGE>
result of these factors, and others, effective February 1, 1997 the Committee
increased Mr. Sims' base salary from $265,000 to $278,250. Mr. Sims did not
receive a bonus for the fiscal year ended December 31, 1996 but will be
eligible to receive a significant cash incentive award if the Company achieves
or exceeds targeted levels of earnings and revenue for the year ending December
31, 1997. Mr. Sims also received a discretionary profit sharing contribution
of $6,437 pursuant to the Company's Section 401(k) plan (see "401(k) Plan,"
below).
The primary component of the long term compensation of Mr. Sims
consists of stock options covering 276,666 shares of Common Stock that were
granted to him in 1991, (as part of an earlier employment agreement) 1992,
1994 (as part of his current employment agreement, see "Employment
Contracts," above) and 1996. The Committee believes that this aspect of
Mr. Sims' compensation is tied directly to corporate performance and the
share price of the Company's Common Stock, thereby aligning the interests
of Mr. Sims and that of the Company's stockholders.
The Committee in connection with its deliberations seeks, and is
significantly influenced by, the views of the Chief Executive Officer with
respect to appropriate compensation levels of the other officers. The
Committee intends to continue its policy of linking executive compensation
with maximizing stockholder returns and corporate performance to the extent
possible through the programs described above.
OMNIBUS BUDGET RECONCILIATION ACT IMPLICATIONS FOR EXECUTIVE
COMPENSATION. Effective January 1, 1994, under Section 162(m) of the
Internal Revenue Code, a public company generally will not be entitled to a
deduction for non-performance-based compensation paid to certain executive
officers to the extent such compensation exceeds $1.0 million. Special
rules apply for "performance-based" compensation, including the approval of
the performance goals by the stockholders of the Company.
All compensation paid to the Company's employees in fiscal 1996 will
be fully deductible. With respect to compensation to be paid to Mr. Sims
in 1997 and future years, in certain instances such compensation may exceed
$1.0 million. Accordingly, the Compensation Committee, the Board of
Directors and the stockholders, at the 1995 Annual Meeting of Stockholders,
adopted the performance goal element of Mr. Sims' employment agreement.
See "Employment Contracts," above.
The Company intends to seek stockholder approval at any time the
Company may become obligated to pay other of its senior executive officers
covered by Section 162(m) in excess of $1.0 million in any one year.
Donald S. Bates
Miriam V. Gold
STOCK INCENTIVE PLAN AND DIRECTOR PLAN
As of the record date, substantially all of the shares reserved for
issuance under the 1989 Plan have either been issued upon exercise of
options granted under the 1989 Plan or are subject to issuance upon
exercise of then outstanding stock options granted under the 1989 Plan. As
of the record date, options covering 797,100 shares of Common Stock have
been granted under the 1996 Plan and the Director Plan.
401(K) PLAN
On October 16, 1989, the Company adopted a defined contribution 401(k)
Plan (the "401(k) Plan"). Under the 401(k) Plan, employees of the Company
have the option to make salary deferrals, as limited by U.S. federal income
tax laws, through payroll deductions. To be eligible for the 401(k) Plan,
employees must be at least 21 years of age and, as of January 1997, must
have at least six consecutive months of service. (Prior thereto, employees
were required to have at least twelve consecutive months of service).
Participants may contribute between 1% and 15% of their compensation into
the 401(k) Plan. The Company may make discretionary matching contributions
limited to 50% of the employee contribution up to a maximum of 3 1/2% of the
employee's compensation, or a discretionary profit sharing contribution.
Participants are fully and immediately vested in employee contributions and
vest in employer contributions over a four-year period. For the years
ended December 31, 1996, 1995 and 1994, the Company accrued profit sharing
contributions of $229,966, $200,000 and $150,000, respectively, which were
funded on March 5, 1997, March 12, 1996 and March 2, 1995, respectively.
Page 14
<PAGE>
TRANSACTIONS WITH EXECUTIVE OFFICERS AND DIRECTORS
Except as disclosed in this Proxy Statement, neither the nominees for
election as Directors of the Company, the Directors or senior officers of
the Company nor any stockholder owning more than five percent of the issued
shares of the Company, or any of their respective associates or affiliates,
had any material interest, direct or indirect, in any material transaction
to which the Company was a party during the year ended December 31, 1996,
or which is presently proposed.
See "Other Information -- Employment Contracts" for a summary of
employment agreements with certain of the Company's executive officers.
Pursuant to a July 1990 distribution agreement with CSC, the Company,
as CSC's current exclusive distributor of all photopolymers manufactured by
CSC for use in stereolithography, purchased from CSC resins valued at
approximately $6,457,000 during the year ended December 31, 1996. To
maintain its exclusive distribution rights, the Company must meet certain
sales quotas (which the Company believes should be commercially obtainable)
based on the dollar value of products purchased from CSC on an annual basis
as set forth in the Agreement. Subject to certain conditions, the
agreement will remain in effect until June 30, 1997 and will continue
thereafter until either party gives the other six months advance notice of
termination.
In May 1988, the Company entered into a Research and Development
Agreement with CSC to develop photopolymers, photopolymerizable monomers
and photoinitiators for use with the Company's stereolithography products,
which agreement has from time to time been amended. The parties have
agreed that if a change in control (as defined in such agreement) of the
Company should occur, at the option of CSC, the Company will be required to
pay CSC an amount equal to CSC's deferred research and development costs,
as defined in such agreement, of up to $10 million.
In 1990, 3D California acquired the patents for stereolithography
technology from UVP, Inc. ("UVP") in exchange for $9,075,000, $500,000 of
which was paid in cash and $350,000 by certain offsets. The balance of the
purchase price ($8,225,000) is payable based upon sales levels and subject
to certain conditions. For further information with respect to this
matter, see Note 6 of Notes to Consolidated Financial Statements, which
appears in the Annual Report of the Company which accompanies this Proxy
Statement. Pursuant to a 1987 contract between UVP and Charles W. Hull
(the President of 3D California and Vice-Chairman, Chief Technology Officer
and a Director of the Company), Mr. Hull is entitled to receive from UVP,
with respect to his prior relationship with UVP, an amount equal to 10% of
all royalties or other amounts received by UVP with respect to the patents,
but only after recoupment of certain expenses by UVP. To date, Mr. Hull
has received $131,080 from UVP under that agreement.
Management believes, based on its reasonable judgment, but without
further investigation, that the terms of each of the foregoing transactions
or arrangements between the Company on the one hand and the affiliates,
officers, Directors or stockholders of the Company which were parties to
such transactions on the other hand, were, on an overall basis, at least as
favorable to the Company as could then have been obtained from unrelated
parties.
SECURITIES EXCHANGE ACT FILINGS
Pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Directors, officers and beneficial owners of 10% or more of the equity
securities of the Company are required to make certain filings with the
Securities and Exchange Commission, reporting transactions in the Company's
securities. Officers, Directors and 10% stockholders are required to
furnish the Company with all forms they file pursuant to Section 16(a).
Based solely on its review of the copies of the forms received by the
Company from such officers, Directors and 10% stockholders, the Company
believes that, during the year ended December 31, 1996, officers, Directors
and 10% stockholders of the Company complied with all Section 16(a) filing
requirements, except Mr. Geyer, an executive officer, who filed a late Form
5 reporting the acquisition of 235 shares of Common Stock.
Page 15
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Coopers & Lybrand L.L.P., independent public accountants, were
selected by the Board of Directors to serve as independent public
accountants of the Company for the year ended December 31, 1996. The Audit
Committee has not yet had the opportunity to review with Coopers & Lybrand
L.L.P. the proposed terms of their engagement to audit the Company's 1997
financial statements; and until the terms of such engagement have been
finalized and agreed upon,
the Audit Committee cannot finalize its selection of auditors for such
year. Representatives of Coopers & Lybrand L.L.P. are expected to be
present at the Meeting, and will be afforded the opportunity to make a
statement if they desire to do so, and to be available to respond to
appropriate questions from stockholders.
STOCKHOLDER PROPOSALS
Any stockholder who intends to present a proposal at the next Annual
Meeting of stockholders for inclusion in the Company's Proxy Statement and
Proxy form relating to such meeting must submit such proposal by December
24, 1997 to the Company at its principal executive offices.
SOLICITATION OF PROXIES
It is expected that the solicitation will be primarily by mail. The
cost of solicitation by management will be borne by the Company. The
Company will reimburse brokerage firms and other persons representing
beneficial owners of shares for their reasonable disbursements in
forwarding solicitation material to such beneficial owners. Proxies may
also be solicited by certain of the Company's Directors and officers,
without additional compensation, personally or by mail, telephone, telegram
or otherwise for the purpose of soliciting such proxies.
ANNUAL REPORT ON FORM 10-K
THE COMPANY'S ANNUAL REPORT ON FORM 10-K, WHICH HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31,
1996, WILL BE MADE AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN
REQUEST TO MARY E. WOODS, INVESTOR RELATIONS, 26081 AVENUE HALL,
VALENCIA, CALIFORNIA 91355, U.S.A.
ON BEHALF OF THE BOARD OF DIRECTORS
/s/ A. Sidney Alpert
A. Sidney Alpert
VICE-PRESIDENT, GENERAL COUNSEL AND SECRETARY
DATED: as of April 23, 1997.
Page 16
<PAGE>
3D SYSTEMS CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
The undersigned, a Stockholder of 3D SYSTEMS CORPORATION, a Delaware
corporation, (the "Company") hereby appoints ARTHUR B. SIMS and CHARLES W.
HULL, and each of them, the proxies of the undersigned, each with full
power of substitution, to attend, vote and act for the undersigned at the
Annual Meeting of Stockholders of the Company, to be held on May 22, 1997,
and any postponements or adjournments thereof, and in connection herewith,
to vote and represent all of the shares of the Company which the
undersigned would be entitled to vote, as follows:
The Board of Directors recommends a WITH vote on Proposal 1.
1. ELECTION OF DIRECTORS, as provided in the Company's Proxy
Statement:
--- WITH --- WITHOUT Authority to vote for the
nominees listed below.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY FOR THE NOMINEE, LINE
THROUGH OR OTHERWISE STRIKE OUT NAME BELOW)
Donald S. Bates
Jim D. Kever
The undersigned hereby revokes any other proxy to vote at such
Meeting, and hereby ratifies and confirms all that said attorneys and
proxies, and each of them, may lawfully do by virtue hereof. WITH RESPECT
TO MATTERS NOT KNOWN AT THE TIME OF THE SOLICITATION HEREOF, SAID PROXIES
ARE AUTHORIZED TO VOTE IN ACCORDANCE WITH THEIR BEST JUDGMENT.
This Proxy will be voted in accordance with the instructions set forth
above. THIS PROXY WILL BE TREATED AS A GRANT OF AUTHORITY TO VOTE FOR THE
ELECTION OF THE DIRECTORS NAMED AND AS SAID PROXY SHALL DEEM ADVISABLE ON
SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING, UNLESS OTHERWISE
DIRECTED.
<PAGE>
The undersigned acknowledges receipt of a copy of the Notice of Annual
Meeting and accompanying Proxy Statement dated April 23, 1997 relating to
the Meeting.
Date: _______________, 1997
----------------------------------------
----------------------------------------
Signature(s) of Stockholder(s)
(See Instructions Below)
The signature(s) hereon should correspond
exactly with the name(s) of the
Stockholder(s) appearing on the Stock
Certificate. If stock is jointly held, all
joint owners should sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such. If
signer is a corporation, please sign the full
corporation name, and give title of signing
officer.
THIS PROXY IS SOLICITED BY
THE BOARD OF DIRECTORS OF 3D SYSTEMS CORPORATION
