3 D SYSTEMS CORP
8-K, 1998-07-31
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------


                                    Form 8-K



                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): July 23, 1998

                             3D SYSTEMS CORPORATION
               (Exact Name of Registrant as Specified in Charter)


          Delaware                  0-22250                  95-4431352
(State of Other Jurisdiction      (Commission              (IRS Employer
      of Incorporation)           File Number)          Identification No.)


                                26081 Avenue Hall
                           Valencia, California 91355
                    (Address of Principal Executive Offices)

                                 (805) 295-5600
                         (Registrant's Telephone Number)


<PAGE>


ITEM  5. OTHER EVENTS

         Reference is made to the press  release of  Registrant,  issued on July
23, 1998,  which contains  information  meeting the requirements of this Item 5,
and which is incorporated herein by this reference. A copy of this press release
is attached to this Form 8-K as Exhibit 99.1.


<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

July 23, 1998                      3D SYSTEMS CORPORATION

                                   By  /S/ FRANK J. SPINA
                                       --------------------------
                                       Frank J. Spina
                                       Vice President &
                                       Chief Financial Officer


<PAGE>



                                  EXHIBIT INDEX


EXHIBITS                                                             PAGE NUMBER

99.1         Press Release dated July 23, 1998.                           5








                                  NEWS RELEASE

                                                          FOR IMMEDIATE RELEASE

CONTACT:
Frank J. Spina
Vice President & Chief Financial Officer
805/295.5600, Ext. 2216

Mary E. Woods
Investor Relations
805/295.5600, Ext. 2508


                    3D SYSTEMS REPORTS SECOND QUARTER PROFIT
                           COMPARED TO YEAR-AGO LOSS,
                              PRODUCT SALES UP 18%

         VALENCIA,  Calif.,  July 23, 1998--3D Systems  Corporation (Nasdaq NMS:
TDSC) today reported total second quarter revenues of $24.7 million, up 13% from
$21.8  million in the prior year,  while  product  sales  increased 18% to $16.7
million, compared with $14.1 million in the quarter a year ago.
         Net  income  for the  quarter  totaled  $526,000,  or 5 cents a  share,
compared with a net loss in last year's second quarter of $280,000, or 2 cents a
share. The 1997 quarter included  $500,000 in non-recurring  expenses related to
severance benefits.
         For the six months ended June 26, the company posted record revenues of
$47.5  million,  up 10% from $43.3  million  in 1997.  First half net income was
$880,000,  8 cents a share,  compared with $108,000,  or 1 cent a share,  in the
year earlier period.
         Arthur B. Sims,  chairman and chief executive officer,  commented:  "We
are pleased by the company's  increasing sales and improved bottom line. Product
margins continue to improve,  our order bookings rate is up substantially over a
year ago, and the balance sheet is benefiting from better asset management."
         At the close of the second quarter,  the company's balance sheet showed
cash and  short-term  investments  of $19.2  million,  up $3.6  million from the
preceding quarter. Receivables,  measured by days sales outstanding, improved to
87 days,  down from the prior  quarter's 94 days.  Inventories  continued  their
downward path, and were 15% less than at year-end.

                                     (MORE)

<PAGE>

         Concerning  operating  expenses,  Sims stated  that "while  general and
administrative  expenses  were  about  flat  with the first  quarter,  sales and
marketing  reflected  planned program increases and variable expenses related to
revenue.  Also,  while research and development  expenses were up over the first
quarter,  and the second  quarter a year ago,  they relate to specific  projects
that are proceeding according to plan and substantially on schedule.
         "Orders flow overall showed  substantial  improvement  over last year's
second  quarter,  although  performance  was not  uniform  across our three main
markets.  The  Americas  were  strong  compared  to a year ago,  though  not yet
performing up to our full expectation.  3D's European orders flow was robust and
compensated  for  anticipated  weak  results  in  Asia,  which  accounts  for  a
relatively small part of our business."
         3D Systems  manufactures rapid product  development systems that enable
users to move from concept models to finished  parts faster,  at lower cost, and
at higher quality than traditional  methods.  3D Systems'  equipment  fabricates
solid  objects  using  digital   input  from   CAD/CAM/CAE   computer   systems,
substantially  reducing  the time and costs of bringing  new products to market.
Major applications include concept modeling, rapid prototyping and rapid tooling
for  products  in a wide range of  industries  worldwide  including  automotive,
aerospace, medical, electronic and consumer products.
         Except  for the historical information contained in this news  release,
the matters discussed include forward-looking statements  that involve risks and
uncertainties  including the  availability  and acceptance of new products,  the
impact of  competitive  products  and  pricing,  the  ability of the  company to
continue  to  contain  expenses,  dependence  on  key  personnel,  industry-wide
domestic and international economic conditions,  and other risks detailed in the
company's SEC report on Form 10-K for the year ended December 31, 1997.

                                       ###

For  current  investor   information,   please  call  3D  Systems'   shareholder
communications service at 800-757-1799.


<PAGE>





                             3D SYSTEMS CORPORATION
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                                                             (Unaudited)
                                 ASSETS                                      December 31, 1997              June 26, 1998
                                                                           -----------------------      ----------------------
<S>                                                                          <C>                          <C>                
Current assets:
  Cash and cash equivalents                                                  $         12,694,831         $        12,524,301
  Short-term investments                                                                3,498,265                   6,647,458
  Accounts receivable, less allowances for doubtful accounts of
    $441,399 (1997) and $746,108 (1998)                                                23,618,237                  23,601,506
  Current portion of lease receivables                                                  1,257,006                   1,393,983
  Inventories                                                                          12,164,633                  10,372,709
  Deferred tax assets                                                                   3,319,651                   2,489,738
  Prepaid expenses and other current assets                                             2,305,163                   2,502,186
                                                                           -----------------------      ----------------------
         Total current assets                                                          58,857,786                  59,531,881

Property and equipment, net                                                            16,895,011                  15,534,240
Licenses and patent costs, net                                                          5,464,351                   5,587,781
Deferred tax assets                                                                     3,971,000                   3,971,000
Lease receivables, less current portion                                                 3,944,462                   4,437,817
Other assets                                                                            2,207,109                   2,043,102
                                                                           ----------------------      -----------------------
                                                                             $         91,339,719         $        91,105,821
                                                                           =======================      ======================
                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                          $           4,885,831         $         3,724,213
  Accrued liabilities                                                                   8,814,193                   7,770,366
  Current portion of long-term debt                                                        95,000                      95,000
  Customer deposits                                                                       238,248                     293,757
  Deferred revenues                                                                     6,514,868                   8,972,119
                                                                           -----------------------      ----------------------
         Total current liabilities                                                     20,548,140                  20,855,455

Other liabilities                                                                       1,491,534                   1,727,492
Long-term debt, less current portion                                                    4,705,000                   4,655,000
                                                                           -----------------------      ----------------------
                                                                                       26,744,674                  27,237,947
                                                                           -----------------------      ----------------------
Stockholders' equity:
  Preferred stock, $.001 par value.  Authorized 5,000,000 shares;
    none issued
  Common stock, $.001 par value.  Authorized 25,000,000 shares;
     issued 11,450,071 and outstanding 11,425,071 (1997) and issued
       11,557,133 and outstanding 11,332,133 (1998)                                        11,450                      11,557
  Capital in excess of par value                                                       73,856,965                  74,531,972
  Notes receivable from officers                                                              ---                   (420,000)
  Accumulated deficit                                                                 (8,897,605)                 (8,017,582)
  Cumulative translation adjustment                                                     (210,827)                   (698,132)
       Treasury stock, at cost, 25,000 shares (1997) and 225,000 shares                 (164,938)                 (1,539,941)
(1998)
                                                                           -----------------------      ----------------------
        Total stockholders' equity                                                     64,595,045                  63,867,874
                                                                           =======================      ======================
                                                                             $         91,339,719         $        91,105,821
                                                                           =======================      ======================
</TABLE>


<PAGE>

                             3D SYSTEMS CORPORATION
                      Consolidated Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>
                                             Three Month Periods Ended                     Six Month Periods Ended
                                        --------------------------------------        -------------------------------------
Sales:                                    June 27, 1997          June 26, 1998         June 27, 1997         June 26, 1998
                                        ----------------     -----------------        ----------------     ----------------

<S>                                     <C>                   <C>                      <C>                   <C>          
  Products                              $    14,111,466       $   16,715,008           $  27,709,322         $  31,242,357
  Services                                    7,691,979            7,957,544              15,552,935            16,266,552
                                        ----------------     -----------------        ----------------     ----------------
        Total sales                          21,803,445           24,672,552              43,262,257            47,508,909
                                        ----------------     -----------------        ----------------     ----------------

Cost of sales:
  Products                                    7,711,852            8,436,977              14,999,244            16,328,577
  Services                                    5,636,094            5,484,087              11,138,683            11,039,896
                                        ----------------     -----------------        ----------------     ----------------
        Total cost of sales                 13,347,946            13,921,064              26,137,927            27,368,473
                                        ----------------     -----------------        ----------------     ----------------

Gross profit                                  8,455,499           10,751,488              17,124,330            20,140,436
                                        ----------------     -----------------        ----------------     ----------------

Operating expenses:
  Selling, general and administrative         7,170,603            7,480,037              13,561,294            14,118,569
  Research and development                    2,011,893            2,568,411               3,941,727             4,880,045
                                        ----------------     -----------------        ----------------     ----------------
        Total operating expenses              9,182,496           10,048,448              17,503,021            18,998,614
                                        ----------------     -----------------        ----------------     ----------------

Income from operations                        (726,997)              703,040               (378,691)             1,141,822

Other income                                    334,622              205,757                 685,670               384,642
Other expense                                   (68,420)            (100,128)               (127,203)             (172,583)
                                        ----------------     -----------------        ----------------     ----------------
Income before provision for income taxes      (460,795)              808,669                 179,776             1,353,881

Provision for (benefit from) income taxes     (181,114)              283,034                  71,911               473,858
                                        ----------------     -----------------        ----------------     ----------------

Net income                              $     (279,681)      $       525,635            $     107,865       $       880,023
                                        ================     =================        ================     ================

Weighted average shares outstanding          11,376,199           11,347,277              11,368,116            11,318,001
                                        ================     =================        ================     ================

Net income per common share             $         (.02)      $          .05           $          .01       $           .08
                                        ================     =================        ================     ================

Weighted average shares outstanding and
  dilutive  shares                           11,524,374           11,756,144              11,643,948            11,726,868

                                        ================     =================        ================     ================

Net income per common share assuming
  dilution                              $         (.02)     $            .04          $          .01       $           .08
                                        ================     =================        ================     ================

</TABLE>


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