SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
3D SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-4431352
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
26081 Avenue Hall
91355 Valencia, California
(Address of Principal Executive Offices) (Zip Code)
3D Systems Corporation 1998 Employee Stock Purchase Plan
(Full Title of the Plan)
A. Sidney Alpert, Vice President and General Counsel
3D Systems Corporation
26081 Avenue Hall
Valencia, California 91355
(Name and Address of Agent for Service)
(805) 295-5600
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Amir Ohebsion, Esq.
Troop Meisinger Steuber & Pasich, LLP
10940 Wilshire Boulevard
Los Angeles, California 90024
(310) 824-7000
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to Be Registered Registered Per Share Price Registration Fee
- --------------------------------------------------------------------------------
Common Stock 600,000 Shares $9.47 (1) $ 5,682,000 (1) $ 1,677
$0.001 par value
================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act of 1933, as amended, and based upon
the average of the high and low prices of the Common Stock on the Nasdaq
National Market on July 6, 1998.
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PART I*
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended, and the Note to Part I of Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 filed with the Commission on March 27, 1998.
(b) The Company's Quarterly Report on Form 10-Q, filed May 11, 1998.
(c) The Company's Current Reports on Form 8-K, filed March 9, 1998, April
29, 1998 and June 8, 1998.
(d) The description of the Common Stock contained in the Registration
Statement on Form S-2, dated May 10, 1995, as amended by Amendment No.
1, dated May 25, 1995, Amendment No.2, dated June 13, 1995, and
Amendment No. 3, dated June 19, 1995.
(e) All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12 of the Exchange
Act of 1934, as amended.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Nine of the Registrant's Certificate of Incorporation and Article Six
of its Bylaws provide for the indemnification by the Registrant of each
director, officer and employee of the Registrant to the fullest extent permitted
by the Delaware General Corporation Law, as the same exists or may hereafter be
amended. Section 145 of the Delaware General Corporation Law provides in
relevant part that a corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such
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person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful.
In addition, Section 145 provides that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper. Delaware law further provides that nothing in the
above-described provisions shall be deemed exclusive of any other rights to
indemnification or advancement of expenses to which any person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.
Article Nine of the Company's Certificate of Incorporation provides that a
director of the Registrant shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Section 102(b)(7) of the Delaware General Corporation Law provides that a
provision so limiting the personal liability of a director shall not eliminate
or limit the liability of a director for, among other things: breach of the duty
of loyalty; acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law; unlawful payment of dividends; and
transactions from which the director derived an improper personal benefit.
The Registrant has entered into separate but identical indemnity agreements
(the "Indemnity Agreements") with each director of the Registrant and certain
officers of the Registrant (the "Indemnitees"). Pursuant to the terms and
conditions of the Indemnity Agreements, the Registrant indemnified each
Indemnitee against any amounts which he or she becomes legally obligated to pay
in connection with any claim against him or her based upon any action or
inaction which he or she may commit, omit or suffer while acting in his or her
capacity as a director and/or officer of the Registrant or its subsidiaries,
provided, however, that Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company and, with respect to any criminal action, had no reasonable cause to
believe Indemnitee's Conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 3D Systems Corporation 1998 Employee Stock Purchase Plan.
5.1 Opinion of Troop, Meisinger, Steuber & Pasich, LLP.
23.1 Consent of Coopers & Lybrand LLP.
23.2 Consent of Troop, Meisinger, Steuber & Pasich, LLP
(included in its opinion as Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in this
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of this offering; and
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as
amended) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
or controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933, as amended, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933, as amended, and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Valencia, State of California, on this 30th day
of June 1998.
3D SYSTEMS CORPORATION
(Registrant)
By: /s/ Arthur B. Sims
-----------------------
Arthur B. Sims
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Arthur B. Sims and A. Sidney Alpert, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and his name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this Registration
Statement and to file a new registration statement under Rule 461 of the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the date indicated.
Signature Title Date
- -------------------------------------------------------------------------------
/s/ Arthur B. Sims President, Chief Executive June 30, 1998
- ---------------------
Arthur B. Sims Officer and Director
/s/ Frank J. Spina Chief Financial Officer June 29, 1998
- ---------------------
Frank J. Spina and Accounting Officer
/s/ Charles W. Hull Chief Technical Officer June 30, 1998
- ---------------------
Charles W. Hull and Director
/s/ Miriam V. Gold Director July 6, 1998
- ---------------------
Miriam V. Gold
/s/ Donald S. Bates Director July 2, 1998
- ---------------------
Donald S. Bates
/s/ Jim D. Kever Director July 7, 1998
- ----------------------
Jim D. Kever
/s/ Richard D. Balanson Chief Operating Officer, July 8, 1998
- ------------------------
Richard D. Balanson President and Director
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION SEQUENTIALLY
- ----------- ------------------- ------------
NUMBERED PAGE
-------------
4.1 3D Systems Corporation 1998 Employee Stock Purchase Plan.
5.1 Opinion of Troop, Meisinger, Steuber & Pasich, LLP.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Troop, Meisinger, Steuber & Pasich, LLP (included in its
opinion as Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
<PAGE>
EXHIBIT 4.1
3D SYSTEMS CORPORATION
1998 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE.
This 1998 Employee Stock Purchase Plan (the "Plan") is intended to
provide incentive to, and to encourage stock ownership by, selected employees of
3D Systems Corporation, a Delaware corporation (the "Company"), and any
"Subsidiary" or "Parent" thereof, so that such employees may acquire a
proprietary interest in, or increase their proprietary interest in, the Company.
For purposes of the Plan, the terms "Subsidiary" and "Parent" shall mean any
present or future corporation which would be a "subsidiary corporation" or a
"parent corporation" respectively, of the Company, as those terms are defined in
Section 424 of the Internal Revenue Code of 1986, as amended, and as the same
may be amended from time to time (the "Code").
Options granted under the Plan are intended to constitute options
granted pursuant to an "employee stock purchase plan" under Code Section 423 and
shall be referred to in the Plan as "options."
2. ADMINISTRATION.
(a) BY THE BOARD OF DIRECTORS. The Plan shall be administered by the
Board of Directors of the Company (the "Board") unless and until the Board
delegates administration to a committee (the "Committee") as provided in
Paragraph 2(b). The Board or the Committee, as the case may be, shall be
referred to in the Plan as the "Administrator." Subject to the provisions of the
Plan, the Administrator shall have authority to construe and interpret the Plan,
to promulgate, amend and rescind rules and regulations relating to its
administration, to determine the timing and manner of the grant of the options,
the number of shares covered by and all other terms of the options, to determine
the duration and purpose of leaves of absence which may be granted to employees
without constituting termination of their employment for the purpose of the
Plan, and to make any and all other determinations which it determines to be
necessary or advisable for the administration of the Plan; provided, however,
that notwithstanding anything to the contrary contained in the Plan, all
Participants, as defined in Paragraph 5(b), shall have the same rights and
privileges within the meaning of Code Section 423(b)(5). The interpretation and
construction by the Administrator of any provision of the Plan, or of any
agreement or option issued and executed under or pursuant to the Plan, shall be
final and binding upon holders of options granted under the Plan and affected by
such interpretation or construction. No member of the Board or the Committee
shall be liable for any action or determination undertaken or made in good faith
with respect to the Plan or any agreement or option issued and executed pursuant
to the Plan.
(b) BY A COMMITTEE OF THE BOARD. The Board may, in its sole and
absolute discretion, delegate any or all of its duties and authority with
respect to the Plan to a Committee of not less than three members of the Board
to be appointed by and to serve at the pleasure of the Board. Once appointed,
each member of the Committee shall continue to serve until otherwise directed by
the Board. From time to time, the Board may increase or decrease (to not less
than three members) the size of the Committee, add additional members to, remove
members (with or without cause) from, appoint new members in substitution
therefor, and fill vacancies, however caused, in the Committee. The Committee
shall keep minutes of all of its meetings and shall provide copies of such
minutes to the Board. Subject to the limitations prescribed by applicable law,
the Plan and the Board, the Committee may establish and follow such rules and
regulations for the conduct of its business as it may determine to be advisable.
3. ELIGIBILITY.
All employees of the Company, any Subsidiary or any Parent, except
employees who have been employed by the Company for less than five months, or
who are customarily scheduled to work less than 20 hours per week or less than 5
months during a year, shall be eligible to receive options granted under the
Plan; provided, however, that no option shall be granted to an employee if such
employee, immediately after the option is granted, would own stock
Page A-1
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(as defined by Sections 423(b)(3) and 424(d) of the Code) possessing 5% or more
of the total combined voting power or value of all classes of stock of the
Company, any Subsidiary or any Parent.
4. THE STOCK.
The stock subject to any option granted under or pursuant to the Plan
shall be shares of the Company's authorized but unissued or reacquired common
stock, par value $.001 per share (the "Shares"). Subject to adjustment as set
forth in this Paragraph 4 and Paragraph 10, the aggregate number of Shares which
may be purchased upon exercise of options granted under the Plan shall not
exceed 600,000 Shares; provided, however, that if any outstanding option shall
for any reason expire or terminate unexercised, the Shares subject to the
unexercised portion of the option shall again be available for options under the
Plan as though no option had been granted with respect to such Shares. Each time
any of the events set forth in Paragraph 10(a) or Paragraph 10(b) occurs, the
number of Shares to be purchased under the Plan shall be adjusted in the same
manner as shares subject to any outstanding option would be adjusted under the
provisions of Paragraph 10(a) and Paragraph 10(b), respectively. If on any Grant
Date or Exercise Date (as defined in Paragraph 5(a) below) the total number of
Shares which would otherwise be subject to options granted pursuant to Paragraph
5(a) exceeds the number of Shares then available under the Plan (after deduction
of all shares for which options have been exercised or are then outstanding),
the Company shall make a pro rata allocation of the Shares remaining available
for issuance upon exercise of options in as uniform a manner as practicable. If
such event occurs on a Grant Date, the Company shall give written notice to each
Participant (as defined in Paragraph 5(b) below) affected thereby and shall, if
necessary, reduce the rate of payroll deductions.
5. GRANT OF OPTIONS.
(a) GENERAL STATEMENT; "GRANT DATE"; "OPTION PERIOD"; "EXERCISE DATE."
Options may be granted from time to time under this Plan in accordance with this
Paragraph 5. The dates on which options shall be granted and the terms of the
options shall be established from time to time by the Administrator; provided,
however, that (i) the term of any option shall not exceed one year; and (ii) all
options granted on any Grant Date shall have the same terms and conditions
(except they may differ with respect to the number of shares subject to each
such option). For purposes of this Plan, each date on which an option is granted
shall be referred to as a "Grant Date," the period during which any option is
outstanding shall be referred to as the "Option Period," and the last day of the
Option Period for any option shall be referred to as an "Exercise Date." The
number of Shares subject to each option shall be the quotient, excluding all
fractions, of the total paid into the Plan by each Participant during the Option
Period in accordance with Paragraphs 5(b) and (f), divided by the "Option Price"
(as defined in Paragraph 7(b) below).
(b) ELECTION TO PARTICIPATE: PAYROLL DEDUCTION AND AUTHORIZATION.
Except as provided in Paragraph 5(f) below, an eligible employee may participate
in the Plan only by means of payroll deductions. Each eligible employee who
elects to participate in the Plan (a "Participant") shall deliver to the
Company, during the calendar month preceding a Grant Date, a Written Payroll
Deduction Authorization Form in the form authorized by the Administrator, in
which the Participant gives notice of his or her election to participate in the
Plan as of the next Grant Date, and designates a stated amount to be deducted
from his or her compensation on each payday and paid into an account maintained
under the Plan for his or her benefit. The stated amount to be deducted from the
Participant's compensation on each payday may be no less than 1% of the amount
of "eligible compensation" (as defined in Paragraph 5(d) below) from which the
deduction is made and may not exceed either of the following: (i) 10% of the
amount of "eligible compensation" (as defined in Paragraph 5(d) below) from
which the deduction is made; or (ii) an amount which will result in
noncompliance with the $25,000 limitation stated in Paragraph 5(e) below. Once
an employee becomes a Participant in the Plan, such employee will automatically
participate in the Plan during each successive Option Period until such time as
the employee withdraws from the Plan as provided in Paragraph 8 or the
employee's employment is terminated as provided in Paragraph 9. An eligible
employee is not required to file a new Written Payroll Deduction Authorization
Form in order to remain a Participant in the Plan during any subsequent
successive Option Periods.
(c) CHANGES IN PAYROLL AUTHORIZATION. Except as otherwise provided in
Paragraph 8 or 9, the amount deducted from a Participant's compensation on each
payday must remain the same throughout any Option Period.
Page A-2
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(d) "ELIGIBLE COMPENSATION" DEFINED. The term "Eligible Compensation"
means the Participant's regular rate of pay on the Grant Date. "Eligible
Compensation" does not include management incentives and bonuses, overtime,
extended work week premiums, or other special payments, fees or allowances.
(e) $25,000 LIMITATION. No option may be granted under the Plan which
would permit the Participant to credit (by means of payroll deductions or
otherwise) toward the purchase of Shares under the Plan, and under any other
employee stock purchase plan pursuant to Section 423 of the Code of the Company,
any Subsidiary or any Parent, an amount which would permit the purchase of
Shares with an aggregate fair market value in excess of $25,000 (determined on
the Grant Date) for any calendar year in which such option is outstanding at any
time.
(f) ADDITIONAL PURCHASES. The Administrator may, in its discretion,
from time to time permit purchases of Shares under the Plan other than by
payroll deductions.
(g) ACCOUNT. All payroll deductions made by a Participant shall be
credited to an account established for the benefit of the Participant.
6. FAIR MARKET VALUE.
For the purposes of the Plan, the "Fair Market Value" of the Stock on
a given date shall be the closing sale price of the Stock as reported by the
Nasdaq National Market (or any national stock exchange (an "exchange") on which
the Stock is at the time listed or admitted to trading) for a single trading
day. If no sales of the Stock were made on the Nasdaq National Market (or an
exchange) on the transaction date, Fair Market Value shall mean the closing
price of a share of the Stock as reported for the next preceding day on which
sales of the Stock were made on the Nasdaq National Market (or an exchange).
7. EXERCISE OF OPTIONS; HOLDING PERIOD.
(a) GENERAL STATEMENT. Unless a Participant withdraws from the Plan as
provided in Paragraph 8, or the Participant's employment is terminated as
provided in Paragraph 9, each Participant in the Plan automatically and without
any action on his or her part shall be deemed to have exercised his or her
option on each Exercise Date to the extent that the balance then in the
Participant's account under the Plan is sufficient to purchase at the "Option
Price" (as determined in Paragraph 7(b) below) whole Shares subject to the
Participant's option. Any balance remaining in the Participant's account after
such purchase shall be carried over to the next Option Period on behalf of the
Participant unless the Participant elects, in writing, to have the balance
refunded, in which event the balance shall be promptly refunded to the
Participant. Except as otherwise provided in Paragraph 9(b), options shall not
be exercised on any date other than an Exercise Date.
(b) "OPTION PRICE" DEFINED. The Option Price per Share to be paid by
each Participant upon the exercise of his or her option shall be the lesser of
(i) 85% of the Fair Market Value of a Share on the Exercise Date or (ii) 85% of
the Fair Market Value of a Share on the Grant Date.
(c) DELIVERY OF STOCK CERTIFICATES. As promptly as practicable after
the Exercise Date, the Company shall deliver to each Participant a stock
certificate issued in his or her name, or in a name designated by the
Participant, for the number of shares with respect to which the Participant's
option was exercised and for which the Participant has paid the Option Price.
Notwithstanding anything to the contrary contained in this Paragraph 7, no
option shall be deemed exercised and no certificate shall be delivered unless
and until any then applicable requirements of all state and federal laws and
regulatory agencies shall have been fully complied with to the satisfaction of
the Company and its counsel. If the Company is unable to comply with any
applicable securities law requirements, the Company shall not be liable to any
Participant except to return to the Participant the amount of the balance in the
Participant's account.
(d) RIGHTS OF STOCKHOLDER. No Participant shall have any rights as a
stockholder with respect to any of the Shares subject to options held by the
Participant until the date a stock certificate for such Shares is issued. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or
Page A-3
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distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Paragraph 10 below.
(e) HOLDING PERIOD. Shares issued pursuant to the Plan may not be sold
or transferred for a period of 90 days from the date of purchase. Each stock
certificate for Shares issued pursuant to the Plan shall contain the following
legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO
3D SYSTEMS CORPORATION'S 1998 EMPLOYEE STOCK PURCHASE PLAN, PURSUANT TO
WHICH THE SHARES EVIDENCED BY THIS CERTIFICATE CANNOT BE SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED FOR A PERIOD OF 90 DAYS
AFTER THE DATE OF ISSUANCE. A COPY OF 3D SYSTEMS CORPORATION'S 1998
EMPLOYEE STOCK PURCHASE PLAN MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF
3D SYSTEMS CORPORATION.
8. WITHDRAWAL FROM THE PLAN.
(a) GENERAL STATEMENT. A Participant may withdraw in whole from the
Plan at any time. A Participant who wishes to withdraw from the Plan must
deliver to the Company a Notice of Withdrawal in the form authorized by the
Administrator. Promptly after the Notice of Withdrawal is delivered to the
Company, the Company shall refund to the Participant the amount of the balance
in the Participant's account under the Plan and, automatically and without any
further act on the Participant's part, the Participant's payroll deduction
authorization, interest in the Plan and option granted under the Plan shall
terminate.
(b) ELIGIBILITY AFTER WITHDRAWAL. A Participant's withdrawal from the
Plan during an Option Period shall not affect such Participant's eligibility to
be granted an option on any Grant Date following such Option Period.
9. TERMINATION OF EMPLOYMENT.
(a) TERMINATION OF EMPLOYMENT OTHER THAN BY PERMANENT DISABILITY OR
DEATH. If a Participant fails to remain an eligible employee, or if a
Participant ceases to be employed by the Company, any Subsidiary or any Parent
for any reason other than permanent disability or death, the Participant's
participation in the Plan shall terminate. The Participant shall cease to
participate in the Plan as of the date of the termination of the Participant's
employment, or as of the date the Participant fails to constitute an eligible
employee, as the case may be. The Company shall promptly refund to the
Participant the amount of the balance in the Participant's account under the
Plan as of such date, and the Participant's interest in the Plan and any options
granted under the Plan shall automatically terminate on such date.
(b) TERMINATION BY DEATH OR PERMANENT DISABILITY. If a Participant
shall die or become permanently disabled while in the employ of the Company, any
Subsidiary or any Parent, the Participant or the executor of the Participant's
will or the administrator of the Participant's estate, as the case may be, by
written notice to the Company may either (i) exercise the option as of the date
of death or permanent disability, in which event the Company shall apply the
balance in the Participant's account under the Plan to the purchase at the
Option Price of whole Shares and refund the excess, if any, or (ii) request
payment of the balance of the Participant's account under the Plan, in which
event the Company shall promptly make such payments, and the Participant's
interest in the Plan and the option granted under the Plan shall terminate upon
such payment. If the Company does not receive such notice prior to the earlier
to occur of the Exercise Date or 90 days after the Participant's death or
permanent disability, as the case may be, it shall be conclusively presumed that
alternative (ii) has been elected. In the event of the death of the Participant,
the Shares and/or the cash to which the Participant is entitled shall be
delivered to the individual, if any, whom the Participant designated in writing
to be the Participant's beneficiary under the Plan, and in the absence of a
beneficiary validly designated by the Participant under the Plan, the Company
shall deliver the Shares and/or cash to the executor or administrator of the
estate, if any, or if none to the heirs of the Participant. If the option is
exercised, the date of death or permanent disability, as the case may be, shall
be deemed the Exercise Date for the purpose of computing the Option Price.
Page A-4
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(c) "PERMANENT DISABILITY" DEFINED. For purposes of the Plan,
permanent disability shall occur if a Participant shall have failed to perform
his or her services as an employee of the Company for a period of 120 days
because of ill health, physical or mental disability or for any other cause
beyond the control of the Participant.
10. ADJUSTMENTS UPON RECAPITALIZATION.
Subject to any required action by the stockholders of the Company:
(a) If the outstanding Shares are increased or decreased through any
stock dividend, stock split, reverse stock split or otherwise, an appropriate
adjustment shall be made simultaneously therewith in all of the following: (i)
the maximum number of Shares to be purchased under the Plan, (ii) the Option
Price, and (iii) the number of Shares subject to any then outstanding options.
(b) In case of any capital reorganization, reclassification of the
Shares (other than a recapitalization described in Paragraph 10(a) above),
consolidation or merger of the Company (collectively, a "Reorganization"), the
holders of all outstanding options under the Plan shall thereafter be entitled
upon exercise to purchase the kind and number of shares of stock or other
securities or property of the Company receivable upon such Reorganization by a
holder of the number of Shares which the option entitles such holder to purchase
from the Company prior to such Reorganization; and in any such case, appropriate
adjustment shall be made in the applications of the provisions set forth in the
Plan with respect to the Participant's rights and interest thereafter, such that
the provisions set forth in the Plan (including the specified changes and other
adjustments to the Option Price) shall thereafter be applicable in relation to
any shares or other property thereafter purchasable upon exercise of the
outstanding options.
(c) If the Company is dissolved or liquidated, then the Participant's
participation in the Plan shall terminate on the effective date of the
dissolution or liquidation, and the Company shall promptly refund to the
Participant the amount of the balance in the Participant's account under the
Plan. Upon such dissolution or liquidation, the Participant's payroll deduction
authorization, interest in the Plan and option under the Plan shall terminate
automatically and without any further act on the Participant's part.
(d) To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Administrator,
and its determination shall be final, binding and conclusive.
(e) The provisions of this Paragraph 10 are intended to be exclusive,
and no Participant shall have any other right upon the occurrence of any of the
events described in this Paragraph 10.
(f) The grant of options under this Plan shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes in its capital or business structure, or to merge,
consolidate, dissolve or liquidate, or to sell or transfer all or any part of
its business or assets.
11. RESTRICTION UPON ASSIGNMENT.
An option granted under the Plan shall not be transferable otherwise
than by will or the laws of descent and distribution, and shall be exercisable
during the Participant's lifetime only by the Participant. The Company will not
recognize and shall be under no duty to recognize any assignment or purported
assignment of a Participant's option or of any rights under the option.
Page A-5
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12. USE OF FUNDS; NO INTEREST PAID.
All funds received by the Company upon the exercise of options under
the Plan shall be included in the general funds of the Company and may be used
for any corporate purpose. No interest shall be paid to any Participant or
credited to any Participant's account under the Plan.
13. AMENDMENT OF THE PLAN.
The Administrator may amend the Plan in such respects as it shall deem
advisable; provided, however, that to the extent required for compliance with
Code Section 423 or any applicable law or regulation, stockholder approval will
be required for any amendment that will (a) increase the total number of Shares
as to which options may be granted under the Plan, (b) materially modify the
class of persons eligible to receive options, (c) materially increase the
benefits accruing to Participants under the Plan, (d) decrease the Option Price
below a price computed in the manner stated in Section 7, or (e) otherwise
require stockholder approval under any applicable law or regulation.
14. TERM OF THE PLAN.
The term of the Plan shall commence on the date of its adoption by the
Board of Directors of the Company (the "Effective Date"). Unless sooner
terminated by the Board in its sole discretion, the Plan shall expire five years
from the Effective Date. Such termination or expiration shall not affect options
previously granted.
15. REPORTS.
Upon the exercise of any option and if required by the Code, the
Company shall file with the Internal Revenue Service a return containing the
information required to be reported pursuant to Section 6039 of the Code or any
replacement thereof. The Company shall deliver a copy of such return to the
Participant. After the end of each Option Period, each Participant shall receive
a report of such Participant's account setting forth the total payroll
deductions accumulated, the number of Shares purchased, and the remaining cash
balance, if any, carried forward to the next Option Period.
16. RIGHTS AS AN EMPLOYEE.
Nothing in the Plan shall be construed to give any person the right to
remain in the employ of the Company or to affect the right of the Company to
terminate the employment of any person at any time with or without cause.
17. INFORMATION TO EMPLOYEES.
At least annually, each Participant shall receive financial statements
from the Company, except for employees whose duties in connection with the
Company assure them access to equivalent information.
18. TAX WITHHOLDING.
The Company shall have the right to deduct from all payments hereunder
any federal, local or employment taxes that it deems are required by law to be
withheld with respect to such payments.
A-6
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Exhibit 5.1
Troop Meisinger Steuber & Pasich, llp
lawyers
July 4, 1998
3D Systems Corporation
26081 Avenue Hall
Valencia, California 91355
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to which this letter is attached as Exhibit
5.1 filed by 3D Systems Corporation, a Delware corporation (the "Company"), in
order to register under the Securities Act of 1933, as amended (the "Act"),
600,000 shares of Common Stock (the "Shares"), of the Company issuable pursuant
to the Company's 1998 Employee Stock Purchase Plan (the "Plan").
We are of the opinion that the Shares have been duly authorized and
upon issuance and sale in conformity with and pursuant to the Plan, the Shares
will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the Prospectus constituting
a part thereof.
Respectfully submitted,
Troop Meisinger Steuber & Pasich, LLP
TROOP MEISINGER STEUBER & PASICH, LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of 3D Systems Corporation:
We consent to the incorporation by reference in this registration statement of
3D Systems Corporation on Form S-8 of our report dated February 24, 1998, on our
audits of the consolidated financial statements and financial statement schedule
of 3D Systems Corporation as of December 31, 1997 and 1996, and for the years
ended December 31, 1997, 1996, and 1995, which report is included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997
which is incorporated herein by reference.
/s/ PRICE WATERHOUSE COOPERS LLP
Los Angeles, California
July 8, 1998
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