UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
3D SYSTEMS CORPORATION
(Name of Issuer)
COMMON STOCK
$.001 PAR VALUE
(Title of Class of Securities)
88554D205
(CUSIP Number)
Kevin S. Moore
Senior Vice President and Chief Financial Officer
The Clark Estates, Inc.
30 Wall Street
New York, New York 10005
Tel. No.: (212) 269-1833
With a copy to:
David W. Ambrosia, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1208
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 13, 1997
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]
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SCHEDULE 13D
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CUSIP NO. 88554D205 Page of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Clark Estates, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 594,272
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING -------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
594,272
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10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
594,272
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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Item 1. Security and Issuer.
This Statement relates to shares of Common Stock, $.001 par
value per share (the "Common Stock") of 3D Systems Corporation, a Delaware
corporation (the "Company"). The address of the Company's principal executive
offices is 26081 Avenue Hall, Valencia, California 91355.
Item 2. Identity and Background.
(a) - (c) This Statement is being filed by The Clark
Estates, Inc. (the "Reporting Person").
The Reporting Person is a New York corporation principally
engaged in the business of providing management and administrative services for
certain institutional, corporate, individual and trust accounts affiliated with
the Clark family. The principal business and principal office address of the
Reporting Person is 30 Wall Street, New York, New York 10005.
The name, business address, present principal occupation or
employment of each executive officer and director of the Reporting Person (the
"Executive Officers and Directors") are set forth in Schedule I hereto, which is
incorporated herein by reference.
(d) - (e) During the last five years, neither the Reporting
Person nor, to the best knowledge of the Reporting Person, any of the Executive
Officers and Directors has (A) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (B) been a party to a
civil
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proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or sate securities laws or finding any violation with
respect to such laws.
(f) Each of the persons listed in this Item 2 or Schedule I
hereto is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
All the shares of Company Common Stock owned by the Reporting
Person were purchased in open market transactions. As of May 31, 1997, the
Reporting Person was the beneficial owner of 549,272 shares of Common Stock. The
Reporting Person's further purchases of Common Stock are described in Item 5. As
a result of the purchase of 15,000 shares of Common Stock on June 13, 1997, the
Reporting Person became the beneficial owner of 5.01% of the Common Stock. The
594,272 shares of Company Common Stock were acquired by funds available for
investment in certain of the accounts for which the Reporting Person provides
management and administrative services.
Item 4. Purpose of Transaction.
All of the shares of Common Stock have been acquired for
investment purposes. The Reporting Person currently does not have any plans or
proposals of the type set forth in Paragraphs (a) through (j) of Item 4 of
Schedule 13D, except that the Reporting Person may acquire additional shares of
Common Stock in
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open market transactions for investment purposes. Any decision of the Reporting
Person either to purchase additional shares of Company Common Stock or to
dispose of any of such shares will take into account various factors, including
general economic conditions and money and stock market conditions.
Item 5. Interest in Securities of the Issuer.
(a) The 594,272 shares of Company Common Stock beneficially
owned by the Reporting Person constitute 5.2% of the outstanding shares of
Company Common Stock (based upon an aggregate of 11,361,124 outstanding shares
of Company Common Stock as of April 30, 1997, as reported in the Company's Form
10- Q for the period ended March 28, 1997).
(b) The Reporting Person has sole power to vote or to direct
the vote of the shares of Company Common Stock referred to in paragraph (a)
above and sole power to dispose or to direct the disposition of any such shares.
(c) All transactions in the Company Common Stock which
were effected by the Reporting Person during the past sixty days
are set forth as follows:
Date Number of Per Share
- ---- Shares Purchased Purchase Price
---------------- --------------
6-12-97 5,000 $6.75
6-13-97 15,000 $6.875
6-18-97 15,000 $7.25
6-19-97 10,000 $7.3125
(d) No person other than the Reporting Person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares.
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(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Neither the Reporting Person, nor (to the best
knowledge of the Reporting Person) any of the Executive Officers and Directors,
has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of the Company,
including but not limited to the transfer or voting of any of such securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss or the giving or the
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
June 23, 1997
- -------------
Date
/s/ Kevin S. Moore
- ------------------
Signature
Senior Vice President and
Chief Financial Officer
The Clark Estates, Inc.
- -------------------------
Name/Title
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SCHEDULE I
Executive Officers and Directors of
The Clark Estates, Inc.
Except where otherwise indicated, the business address of each
of the following is The Clark Estates, Inc., 30 Wall Street, New York, New York
10005.
Principal Occupation
Name and Name of Business
- ---- --------------------
Edward W. Stack President and Director
The Clark Estates, Inc.
Management Services
Jane F. Clark Chairman and Director
The Clark Estates, Inc.
Management Services
Kevin S. Moore Senior Vice President, Chief
Financial Officer and Director
The Clark Estates, Inc.
Management Services
William T. Burdick Secretary
The Clark Estates, Inc.
Management Services
Anne L. Peretz Director
The Clark Estates, Inc.
Management Services
Marshall F. Wallach Director
The Clark Estates, Inc.
Management Services
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