SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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3D SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4431352
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization Identification No.)
26081 AVENUE HALL
VALENCIA, CALIFORNIA 91355
(Address of Principal Executive Offices) (Zip Code)
3D SYSTEMS CORPORATION 1996 STOCK INCENTIVE 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 STEUBER PASICH REDDICK & TOBEY, LLP
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 728-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 800,000 Shares (1) $5.72 (2) $4,576,000 (2) $1,273
$0.001 par value
- ---------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
(1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover
such additional shares of the Common Stock as may become issuable pursuant to
the anti-dilution provisions of the Company's 1996 Stock Incentive Plan.
(2) 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 May 25, 1999.
<PAGE>
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8 ("REGISTRATION OF ADDITIONAL
SECURITIES"), THE COMPANY HEREBY MAKES THE FOLLOWING STATEMENT:
On September 12, 1996, the Company filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (Registration No.
333-11865) (the "Prior Registration Statement") relating to shares of the
Common Stock to be issued pursuant to 3D Systems Corporation 1996 Stock
Incentive Plan, as amended (the "Plan"), and the Prior Registration
Statement is currently effective. This Registration Statement relates to
securities (a) of the same class as those to which the Prior Registration
Statement relates and (b) to be issued pursuant to the Plan. The contents
of the Prior Registration Statement are incorporated herein by reference.
THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REGISTRATION STATEMENT:
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP regarding
validity of securities.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (set forth on page 3).
Page 2
<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 25th day of
May 1999.
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 or Instruction
E of Form S-8 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 Chief Executive May 25, 1999
- ---------------------------- Officer, Chairman of -----------------
Arthur B. Sims the Board of Directors
and Director
/s/ Frank J. Spina Chief Financial Officer May 25, 1999
- ---------------------------- and Accounting Officer -----------------
Frank J. Spina
/s/ Richard D. Balanson President, Chief May 25, 1999
- ---------------------------- Operating Officer and -----------------
Richard D. Balanson Director
/s/ G. Walter Loewenbaum, II Director May 28, 1999
- ---------------------------- -----------------
G. Walter Loewenbaum, II
/s/ Charles W. Hull Director May 28, 1999
- ---------------------------- -----------------
Charles W. Hull
/s/ Miriam V. Gold Director May 25, 1999
- ---------------------------- -----------------
Miriam V. Gold
Page 3
<PAGE>
/s/ Donald S. Bates Director May 25, 1999
- ---------------------------- -----------------
Donald S. Bates
/s/ Ian White-Thomson Director May 25, 1999
- ---------------------------- -----------------
Ian White-Thomson
/s/ Jim D. Kever Director May 25, 1999
- ---------------------------- -----------------
Jim D. Kever
Page 4
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NO. EXHIBIT DESCRIPTION NUMBERED PAGE
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Troop Steuber Pasich Reddick & Tobey LLP
(included in its opinion as Exhibit 5.1).
24.1 Power of Attorney (set forth on Page 3).
Page 5
EXHIBIT 5.1
Troop Steuber Pasich Reddick & Tobey, llp
May 27, 1999
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 Delaware corporation (the "Company"), in
order to register under the Securities Act of 1933, as amended (the "Act"),
800,000 shares of common stock, par value $.001 per share (the "Shares"), of
the Company issuable pursuant to the Company's 1996 Stock Incentive 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,
/s/ TROOP STEUBER PASICH REDDICK & TOBEY, LLP
----------------------------------------------
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
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 16, 1999, on our
audits of the consolidated financial statements and financial statement schedule
of 3D Systems Corporation as of December 31, 1998 and 1997, and for the years
ended December 31, 1998, 1997, and 1996, which report is included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998
which is incorporated herein by reference.
/s/ PricewaterhouseCoopers LLP
Woodland Hills, California
May 26, 1999
