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): September 9, 1999
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)
(661) 295-5600
(Registrant's Telephone Number)
<PAGE>
ITEM 5. OTHER EVENTS
------------
On September 9, 1999, 3D Systems Corp., a Delaware corporation
("Registrant"), and Regent Pacific Management Corp. ("Regent Pacific") entered
into an agreement (the "Regent Pacific Agreement") pursuant to which Regent
Pacific has been retained to provide Registrant with certain management
services.
Reference is made to the press release of Registrant issued on
September 17, 1999 related to the Regent Pacific Agreement, and a copy of the
Regent Pacific Agreement, which contain information meeting the requirements of
this Item 5, and which are incorporated herein by this reference.
Additionally, reference is made to the additional press releases of
Registrant issued on September 17, 1999, September 23, 1999, October 29, 1999,
November 1, November 4, 1999, November 5, 1999, November 18, 1999 and November
19, 1999 which contain information meeting the requirements of this Item 5, and
which are incorporated herein by this reference.
Copies of the Regent Pacific Agreement and the press releases are
attached to this Form 8-K as Exhibits 10.1, 99.1, 99.2, 99.3, 99.4, 99.5, 99.6,
99.7, 99.8, and 99.9 respectively.
<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.
February 17, 2000 3D SYSTEMS CORPORATION
By /S/ H. MICHAEL HOGAN III
-------------------------
H. Michael Hogan III
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
EXHIBITS PAGE NUMBER
10.1 September 9, 1999 agreement by and between
Registrant and Regent Pacific.
99.1 Press Release dated September 17, 1999.
99.2 Press Release dated September 17, 1999.
99.3 Press Release dated September 23, 1999.
99.4 Press Release dated October 29, 1999.
99.5 Press Release dated November 1, 1999.
99.6 Press Release dated November 5, 1999.
99.7 Press Release dated November 18, 1999.
99.8 Press Release dated November 19, 1999.
99.9 Press Release dated February 16, 2000.
Exhibit 10.1
September 9, 1999
Mr. G. Walter Loewenbaum, Chairman of the Board
Mr. Arthur B. Sims, Director
Mr. Charles W. Hull, Director
3D Systems Corporation
26081 Avenue Hall
Valencia, CA 91355
Dear Messrs. Loewenbaum, Sims, & Hull:
RE: RETAINER AGREEMENT BETWEEN REGENT PACIFIC MANAGEMENT CORPORATION AND
3D SYSTEMS CORPORATION
I am writing this letter, pursuant to your request, to set forth the terms and
conditions upon which Regent Pacific Management Corporation, a California
corporation ("Regent Pacific"), will be engaged to perform certain management
services for 3D Systems Corporation, a Delaware corporation, and its wholly
owned and controlled subsidiaries (collectively, "3D Systems"), under certain
guarantees and indemnities to be provided by 3D Systems. This agreement is
contingent upon and subject to 3D Systems' having Directors and Officers
insurance coverage and adding Gary Sbona and Brian Service, as well as other
Regent Pacific personnel, as necessary, to the coverage.
Included within these services will be the following work product, which Regent
Pacific will supply to 3D Systems in accordance with the terms of this letter
and for the agreed-upon cash payments required by this letter:
1. Regent Pacific agrees to provide a team consisting of four full-time
equivalents ("FTEs"), to immediately assume the chief executive and
general management responsibilities of 3D Systems, and to develop and
implement a restructuring plan for 3D Systems. The goal of this
assignment shall be to control the immediate situation and redirect the
company with respect to the potential financial and operational
restructuring of the ongoing business of 3D Systems.
2. Regent Pacific shall provide the services of Brian K. Service,
Principal, of Regent Pacific Management Corporation, who shall be a
part of the team and lead the engagement on behalf of Regent Pacific as
the board-appointed President and Chief Executive Officer of 3D Systems
and Gary J. Sbona, President & Chief Executive Officer of Regent
Pacific shall be appointed to the Board of Directors of 3D Systems.
Regent Pacific shall be appointed by the Board of Directors to provide
general management services to 3D Systems. Both Regent Pacific and Mr.
Service shall report to the Board of Directors of 3D Systems and shall
be solely accountable to the Board for fulfilling the obligations of
this engagement.
<PAGE>
Regent Pacific's services do not include the following activities and/or work
product:
1. With the exception of Brian K. Service and Gary J. Sbona,
Regent Pacific personnel provided under the terms of this
engagement shall not be appointed officers of 3D Systems, and
shall not accept nor be held accountable for the fiduciary
obligations of an officer or director of 3D Systems.
2. Discussions by any Regent Pacific personnel with stock analysts,
current investors or potential investors, unless previously
approved by the Chairman.
Regent Pacific is prepared to begin our services next week on Monday,
September 13, 1999, contingent upon:
1. This duly executed retainer agreement on the part of 3D Systems;
2. The transfer of and receipt by Regent Pacific of the required
initial payments of this retainer agreement;
3. Duly executed indemnification agreement between 3D Systems and
Mr. Service and Mr. Sbona and 3D Systems and Regent Pacific in a
form acceptable to Regent Pacific.
In addition to Mr. Service, the initial team assigned will be H. Michael
Hogan, Earl C. Royse, and a marketing/sales executive to be named within ten (10
days), Principals of Regent Pacific. You understand that Regent Pacific retains
the right to assign or interchange these people with other people as the work
progresses, subject to 3D Systems' right of approval, which shall not be
unreasonably withheld, in order to address your requirements, as long as the fee
paid for our services is not increased for the included work product.
Fees: We have agreed to provide the work product included in this agreement for
a period of twelve months, including twenty-six (26) weeks of non-cancelable
services. This service shall be $12,500 per FTE per week payable in four (4)
week increments, each to be paid in advance of each Regent Pacific standard
four-week billing period. The maximum payment for four FTEs shall be $50,000 per
week. It is agreed and understood between us that the payments of such cash fees
are to be made immediately preceding the start of each four-week billing period,
and that failure to pay such periodic payments when due shall constitute a
breach of this agreement by 3D Systems. It is further understood that Regent
Pacific's fees are to be paid in advance of the work to be performed, and that
the initial payment is to be paid on or before the agreed-upon start date. It is
further agreed that such cash payments are earned upon provision of the agreed
upon services by Regent Pacific.
Term of agreement: The term of this agreement shall be for twelve (12) months,
with a right of cancellation by 3D Systems after twenty six (26) weeks, unless
earlier terminated in accordance with this paragraph. Regent Pacific hereby
commits the availability of its resources to 3D Systems under this agreement for
the full twelve (12) month term of the engagement. 3D
<PAGE>
Systems may discharge Regent Pacific (i) for any material breach of this
agreement, or (ii) at any time after the non-cancelable period provided that 3D
Systems had delivered 60-day written notice of intent to cancel this agreement.
Regent Pacific may withdraw from this assignment at any time with 3D Systems'
consent or for good cause without 3D Systems' consent. Good cause includes 3D
Systems' breach of this agreement (including 3D Systems' failure to pay any
invoice within five working days of presentation), or any fact or circumstance
that would render our continuing participation in the assignment unethical or
unlawful.
Expense reimbursement: In addition to the fees, any requests for compensation
will also include certain charges for reasonable costs and expenses. Such costs
and expenses will include, among others, charges for messenger services, air
couriers, travel (coach class, if by air) and living expenses, postage, long
distance telephone, legal advice, and other charges customarily invoiced by
professional firms for reimbursement of out-of-pocket expenses. Said expenses
shall not include any extraordinary expenses or any expenses, which do not
conform to 3D Systems', travel and expense policies, without prior approval by
3D Systems' Chairman. In addition, such expenses shall not include meal expenses
except when Regent Pacific professionals are engaged in business-related
activities and company travel. Regent Pacific will periodically present invoices
to 3D Systems for reimbursement of such charges, and 3D Systems agrees to pay
such invoices within five (5) working days of presentation.
We will provide regular progress reviews to 3D Systems and its Board of
Directors at approximately biweekly intervals, as the work progresses. These
progress reviews will include a discussion of the alternatives available to 3D
Systems, and the performance of the company relative to the restructuring of the
ongoing business. In addition, Regent Pacific requires, and 3D Systems agrees,
that the Board of Directors of 3D Systems will be available to Regent Pacific on
a reasonable consultation and communication basis and will meet with Regent
Pacific in person in regularly scheduled monthly board meetings to review the
status of the engagement.
Because of the breadth and nature of our practice, from time to time our firm
may work for one client whose interest may be opposed to that of another client,
for which we work in an unrelated matter. Please be assured that, despite any
potential difference in the interests of our clients, we strictly preserve all
client confidences and zealously pursue the interests of each of our clients. 3D
Systems agrees that it does not consider such concurrent work in unrelated
matters of 3D Systems and any other client of Regent Pacific to be
inappropriate, and therefore waives any objections to any such present or future
concurrent assignments provided, however, that such waiver shall not apply (i)
to any willful misconduct or breach of confidentiality obligations of Regent
Pacific hereunder, or (ii) to work for any client that is a direct competitor of
3D Systems, unless previously approved.
Except in the case of willful misconduct or gross negligence, 3D Systems shall
indemnify, defend, and hold Regent Pacific, its officers, directors, principals,
associates, affiliates, employees, agents, and counsel, harmless against any
damages, costs, fines, penalties, liabilities, attorneys' and other professional
fees and disbursements, suffered, incurred by, or asserted against, Regent
Pacific, its officers, directors, principals, associates, affiliates, employees,
agents, and/or counsel, including any amounts incurred or paid in settlement or
any judgment of any action, suit, or proceeding brought under any statute, at
common law, or otherwise, which arises under or in connection with the
performance by Regent Pacific of services pursuant to this
<PAGE>
agreement and any amendment or modification thereto. The obligations of 3D
Systems under this paragraph are hereinafter collectively referred to as
"Indemnity Obligations." The Indemnity Obligations shall survive, for a period
of five (5) years, any termination of Regent Pacific's services under this
agreement and any amendment or modification thereto. 3D Systems agrees to
promptly tender any payments due to Regent Pacific, its officers, directors,
principals, associates, affiliates, employees, agents, and/or counsel, under or
in respect of the Indemnity Obligations, within three (3) business days
following written demand by Regent Pacific, its officers, directors, principals,
associates, affiliates, employees, agents, and/or counsel. 3D Systems' Indemnity
Obligations shall not apply to amounts paid in settlement of any loss, claim,
damage, liability, or action if such settlement is effected without the consent
of 3D Systems, which consent shall not be unreasonably withheld.
This agreement is made under the laws of the State of California. If any legal
action arises under this Agreement or by reason of an asserted breach of it, the
prevailing party shall be entitled to recover all costs and expenses, including
reasonable attorney's fees, incurred in enforcing or attempting to enforce the
terms of this agreement.
Non-solicitation: In recognition of the fact that the Regent Pacific individuals
that we provide to 3D Systems under this agreement may perform similar services
from time to time for others, this agreement shall not prevent Regent Pacific
from performing such similar services or restrict Regent Pacific from using such
individuals. The parties agree that they shall not, except by mutual agreement
between the parties, during the term of this agreement nor for a period of three
(3) years after its termination, solicit for employment nor employ, whether as
employee or independent contractor or agent, any person who is an employee or
independent contractor of the other. It is agreed that in the event of a breach
of this paragraph, it would be impractical or extremely difficult to fix actual
damages and, therefore, Regent Pacific and 3D Systems agree that either party in
breach of this paragraph shall pay to the other $350,000 per individual
solicited or employed as employee, independent contractor or agent, as
Liquidated Damages and not as a penalty, which is agreed by Regent Pacific and
3D Systems to represent reasonable compensation for the foreseeable loss that
will, in all likelihood, be incurred because of such breach.
This Retainer Agreement and the Nondisclosure Agreement between the parties,
dated August 24, 1999, constitute the entire understanding between Regent
Pacific and 3D Systems regarding our services. Further, these agreements
supersede and replace any prior agreement(s) between the parties. By executing
this agreement you acknowledge that you have read it carefully and understand
all of its terms. This agreement cannot be modified except by further written
agreement signed by each party.
If you have any questions about the foregoing, please call me. If 3D Systems is
in agreement with the foregoing, and it accurately represents your understanding
of the agreement between 3D Systems and our firm, please approve the enclosed
copy of this letter, and return the approved copy to me, along the first four
(4) week service fee of $200,000. Said payments may be wire-transferred to the
account of Regent Pacific Management Corporation at Comerica Bank, 333 West
Santa Clara Street, San Jose, CA 95113, Account #__________, Routing number
____________. Our contact there is Anne Osborn at ___________. If there are any
questions with regard to the terms set forth herein, kindly contact me
immediately. In order to maintain
<PAGE>
continuity in scheduling of our resources, we ask that we receive your
affirmative response as soon as possible. In any event, this offer to provide
our services will expire on September 15, 1999, unless accepted by you prior to
that date or extended in writing by an officer of Regent Pacific. Please
understand that we can assume no responsibility in connection with the services
to be provided under this agreement until the signed copy has been returned and
the required funds as agreed to by us have been received.
Very truly yours,
REGENT PACIFIC MANAGEMENT CORPORATION
Gary J. Sbona
President and Chief Executive Officer
THE FOREGOING IS HEREBY APPROVED AND AGREED TO:
DATED: September 9, 1999
3D SYSTEMS CORPORATION
(Signifies full agreement with all terms and conditions)
BY: _________________________________________
Name: G. Walter Loewenbaum Title: Director
BY: _________________________________________
Name: Arthur B. Sims Title: Chairman & CEO
BY:__________________________________________
Name: Charles W. Hull Title: Director
EXHIBIT 99.1
VALENCIA, Calif.--(BUSINESS WIRE)--Sept. 17, 1999--3D Systems Corp. (Nasdaq
NM:TDSC - news) Friday announced that its board of directors elected G. Walter
Loewenbaum II, a major shareholder, board chairman and retained Regent Pacific
Management Corp. to provide the company management services.
Additionally, the company announced that Gary J. Sbona, Regent Pacific's
president and chief executive officer, was elected to 3D Systems' board of
directors.
Regent Pacific principals on assignment to 3D Systems include Brian K. Service,
who will serve as chief executive officer, and Michael Hogan, who will serve as
chief financial officer. Service and Hogan, and other managers appointed by
Regent Pacific, will work with the company's existing management team over the
next year to improve operational and financial performance.
Loewenbaum and Service succeed Arthur B. Sims as chairman and chief executive,
respectively. Sims will continue to serve on the company's board of directors
and provide consulting services to the company.
Loewenbaum has been a director of the company since March 1999, serving as vice
chairman. Since 1990, he has served as chairman and chief executive officer of
Loewenbaum & Co., an investment banking and investment management firm he
founded. He owns or controls more than 812,000 shares of 3D Systems, or
approximately 7 percent of the company's outstanding common stock.
Regent Pacific is a 26-year-old international company, with headquarters in
Cupertino, Calif., that provides management services to public and private
companies.
About 3D Systems
3D Systems provides solid imaging products and services that allow users to move
quickly from three-dimensional designs to finished parts, at a significantly
lower cost and higher quality than more traditional methods.
The company's systems utilize patented stereolithography (SLA) and 3D printing
technologies, which fabricate solid objects from digital input. This process
offers significant competitive advantages by substantially reducing the time and
cost required to design, develop and manufacture products.
The company also licenses 3D Keltool(R), a commercially proven moldmaking
solution that produces prototype, bridge and production tooling inserts.
Based in Valencia, 3D Systems was founded in 1986 and is recognized as the world
technology and market leader in solid imaging. For additional information, phone
888/337-9786 ext. 716 or visit the company's Web site at www.3dsystems.com. For
investor information, call 3D Systems' shareholder communications service at
800/757-1799.
<PAGE>
Note to Editors: 3D Systems and SLA are trademarks, and Keltool and the 3D logo
are registered trademarks of 3D Systems.
Contact:
3D Systems Corp., Valencia
Mary Woods, 661/295-5600 ext. 2508
[email protected]
or
Foley Freisleben LLC, 213/955-0020
John Foley, [email protected]
Jerry Freisleben, [email protected]
Page 99.1-2
EXHIBIT 99.2
3D SYSTEMS APPOINTS FLAHARTY TO HEAD EUROPEAN OPERATIONS
VALENCIA, Calif.--(BUSINESS WIRE)--Sept. 17, 1999--3D Systems Corp.
(Nasdaq/NM:TDSC - news) today announced that Grant Flaharty has been promoted to
the newly created position of vice president and general manager, 3D Systems
Europe, and named an officer of the company.
Mr. Flaharty previously was vice president, finance and administration, 3D
Systems Europe.
The company's European operation will move toward becoming a unified business
entity, with corporate and branch offices in various countries. Mr. Flaharty
will report directly to Brian Service, 3D Systems chief executive officer, who
noted that this change acknowledges the value and importance the company places
upon its European operations.
Prior to joining 3D Systems in 1998, Mr. Flaharty, 38, was the director of
manufacturing finance at Qualcomm Inc., a developer of wireless communications
products. Previously, he held the position of operations controller at Motorola
Inc.
He is a graduate of Regis College with a degree in accounting and is also a
certified public accountant.
About 3D Systems
3D Systems provides solid imaging products and services that allow users to move
quickly from three-dimensional designs to finished parts, at a significantly
lower cost and higher quality than more traditional methods.
The company's systems utilize patented stereolithography (SLA) and 3D printing
technologies, which fabricate solid objects from digital input. This process
offers significant competitive advantages by substantially reducing the time and
cost required to design, develop, and manufacture products.
The company also licenses 3D Keltool(R), a commercially proven moldmaking
solution that produces prototype, bridge and production tooling inserts.
Based in Valencia, 3D Systems was founded in 1986 and is recognized as the world
technology and market leader in solid imaging. For additional information, phone
888/337-9786 ext. 717 or visit the company's Web site at www.3dsystems.com. For
investor information, call 3D Systems' shareholder communications service at
800/757-1799.
Note to Editors: 3D Systems and SLA are trademarks, and Keltool and the 3D logo
are registered trademarks of 3D Systems.
<PAGE>
Contact:
3D Systems Corp., Valencia
Mary Woods, 661/295-5600 ext. 2508
[email protected]
or
Foley Freisleben LLC, 213/955-0020
John Foley, [email protected]
Jerry Freisleben, [email protected]
Page 99.2 - 2
EXHIBIT 99.3
3D SYSTEMS APPOINTS SALES, MARKETING VICE PRESIDENT
VALENCIA, Calif.--(BUSINESS WIRE)--Sept. 23, 1999--3D Systems Corp. (Nasdaq
NM:TDSC - news) Thursday announced the appointment of Clark Hardesty to vice
president of sales and marketing worldwide.
He succeeds Charles Wilson, who left the company this March.
Hardesty will report directly to Brian Service, 3D Systems' chief executive
officer. "Clark has a wealth of experience in the area of capital equipment,
which will be invaluable for advancing our SLA sales," said Service. "He also
maintains relationships with our existing and potential customer base as a
result of his previous positions."
Prior to joining 3D Systems, Hardesty, age 50, was the owner of a manufacturing
company serving the aerospace industry, with a customer list that included
Boeing, Rocketdyne, TRW and Hughes. He has more than 25 years of experience in
marketing and sales management within Fortune 500 consumer product and business
services companies.
Hardesty has a bachelor's degree from Northeastern University, a master's degree
in organizational behavior from Harvard University, and a master's degree in
business administration from Case Western Reserve.
About 3D Systems
3D Systems provides solid imaging products and services that allow users to move
quickly from three-dimensional designs to finished parts, at a significantly
lower cost and higher quality than more traditional methods.
The company's systems utilize patented stereolithography (SLA) and 3D printing
technologies, which fabricate solid objects from digital input. This process
offers significant competitive advantages by substantially reducing the time and
cost required to design, develop, and manufacture products.
The company also licenses 3D Keltool(R), a commercially proven moldmaking
solution that produces prototype, bridge, and production tooling inserts.
Based in Valencia, 3D Systems was founded in 1986 and is recognized as the world
technology and market leader in solid imaging. For additional information, phone
888/337-9786, ext. 718 or visit the company's Web site at www.3dsystems.com. For
investor information, call 3D Systems' shareholder communications service at
800/757-1799.
Note to Editors: 3D Systems and SLA are trademarks, and Keltool and the 3D logo
are registered trademarks of 3D Systems.
EXHIBIT 99.4
3D SYSTEMS ANNOUNCES NEW DIRECTOR
VALENCIA, Calif.--(BUSINESS WIRE)--Oct. 29, 1999--3D Systems Corp. (Nasdaq:TDSC
- - NEWS) Friday announced that Kevin Moore, senior vice president and director of
The Clark Estates Inc., has been elected to the company's board of directors.
The company also announced the resignations of directors Arthur Sims, former
chairman and chief executive officer of 3D Systems, Donald Bates and Ian
White-Thomson.
Moore, 44, is responsible for all financial activities of The Clark Estates and
its various affiliated investments and interests. The Clark Estates is a major
shareholder of 3D Systems common stock.
"We are pleased to announce the appointment of Kevin Moore to our board, and
would also like to thank Art Sims, Don Bates and Ian White-Thomson for their
past contributions," stated Brian Service, president and chief executive officer
of 3D Systems.
Prior to his current position, Moore was president, chief executive officer and
director of Jet Capital Corp., an airline holding company.
Moore holds a bachelor's degree from Dartmouth College, and a master's degree in
business administration from Stanford University.
About 3D Systems
3D Systems provides solid imaging products and services that allow users to move
quickly from three-dimensional designs to finished parts, at a significantly
lower cost and higher quality than more traditional methods.
The company's systems utilize patented stereolithography (SLA) and 3D printing
technologies, which fabricate solid objects from digital input. This process
offers significant competitive advantages by substantially reducing the time and
cost required to design, develop and manufacture products.
The company also licenses 3D Keltool(R), a commercially proven moldmaking
solution that produces prototype, bridge and production tooling inserts.
Based in Valencia, 3D Systems was founded in 1986 and is recognized as the world
technology and market leader in solid imaging. For additional information, phone
888/337-9786 ext. 719 or visit the company's Web site at WWW.3DSYSTEMS.COM.
Note to Editors: 3D Systems and SLA are trademarks, and Keltool and the 3D logo
are registered trademarks of 3D Systems.
Page 99.4-2
<PAGE>
Contact:
3D Systems Corp., Valencia
Mary Woods, 661/295-5600 ext. 2508
[email protected]
--------------------
Brian Service, 661/295-5600 ext. 2216
[email protected]
EXHIBIT 99.5
3D SYSTEMS ANNOUNCES NEW MATERIAL THAT ENHANCES
PRODUCTIVITY OF ITS SOLID IMAGING SYSTEMS
VALENCIA, Calif.--(BUSINESS WIRE)--Nov. 1, 1999--3D Systems Corp. (Nasdaq:TDSC -
NEWS) today announced the availability of Cibatool(R) SL 7510, a multipurpose
resin that greatly expands the productivity and range of applications for its
SLA(TM) 3500 and SLA 5000 systems.
SL 7510 was initially announced last February for use exclusively with the
company's high-end system, the SLA 7000.
Speed improvements, combined with a .002 inch layer resolution, make this resin
ideal for tooling buildstyles requiring smooth surfaces. Using the EXACT(TM)
buildstyle, SL 7510 builds parts up to one-and-a-half times faster than the
current multipurpose resin offerings for both the SLA 3500 and SLA 5000 systems,
and up to two times faster using the FAST(TM) buildstyle.
The resin is well-suited for foundry work using the QuickCast(TM) application,
where the 3D Systems Technology Center has found that build times for SL 7510
are approximately twice as fast as SL 5510.
"Our experience with SL 7510 has been excellent," stated Todd Mueller, senior
prototyping engineer at 3D Systems' Technology Center. "Good photo sensitivity
with minimal Zwait and Predip allows us to build parts very quickly, and provide
rapid turnaround to our customers. In addition, parts built with SL 7510 exhibit
smooth sidewalls, resulting in improved part quality."
The resin is also ideal for functional prototypes, as it offers excellent
durability and impact resistance properties combined with part clarity. As a
result, SL 7510 is well suited for functional and limited snap-fit testing, as
well as molding applications.
"Our favorite characteristic of SL 7510 on the SLA 3500 machine is the 10%
elongation at break," continued Mueller. "As a result, it provides the
flexibility for snap-fit applications, while remaining robust."
According to Diana Kalisz, senior director of SLA programs, "While this material
performs very well on the SLA 7000, it exhibits substantially greater elongation
at break properties when utilized with the SLA 3500 and SLA 5000, expanding the
applications for which these stereolithography parts can be used."
SL 7510 for the SLA 3500 and SLA 5000 machines is available for purchase
effective immediately.
SL 7510 is the latest development in an ongoing relationship between 3D Systems
and Ciba Specialty Chemicals to develop advanced photopolymers for
stereolithography. 3D Systems is the exclusive worldwide distributor of Ciba's
photopolymer products produced under this development partnership.
<PAGE>
About 3D Systems
3D Systems provides solid imaging products and services that allow users to move
quickly from three-dimensional designs to finished parts, at a significantly
lower cost and higher quality than more traditional methods.
The company's systems utilize patented stereolithography (SLA) and 3-D printing
technologies, which fabricate solid objects from digital input. This process
offers significant competitive advantages by substantially reducing the time and
cost required to design, develop, and manufacture products.
The company also licenses 3D Keltool(R), a commercially proven moldmaking
solution that produces prototype, bridge, and production tooling inserts. Based
in Valencia, Calif., 3D Systems was founded in 1986 and is recognized as the
world technology and market leader in solid imaging. For additional information,
phone 888/337-9786, ext. 713, or visit the company's Web site at
WWW.3DSYSTEMS.COM.
Note to Editors: 3D Systems, SLA, FAST, EXACT and QuickCast are trademarks, and
Keltool and the 3D logo are registered trademarks of 3D Systems. Cibatool is a
registered trademark of Ciba Specialty Chemicals.
Contact:
3D Systems Corp.
Mary Woods, 661/295-5600, ext. 2508
[email protected]
--------------------
Clark Hardesty, 661/295-5600, ext. 2216
[email protected]
EXHIBIT 99.6
3D SYSTEMS ANNOUNCES NEW OPERATING PLAN
VALENCIA, Calif.--(BUSINESS WIRE)--Nov. 5, 1999--3D Systems Corp. (Nasdaq:TDSC -
NEWS) today announced the rollout of a new operating plan aimed at strengthening
the company's financial condition, and positioning the company for future
growth. The strategy consists of four major initiatives:
- -- Reducing overhead to improve profitability;
- -- Refocusing sales and marketing efforts toward identifying and
responding to customers' manufacturing needs;
- -- Redirecting R&D efforts to concentrate upon developing and
expanding applications for the company's existing product line;
and
- -- Consolidating the company's European operations into a single, unified
business entity.
"We are already implementing significant cost reductions in order to stabilize
the company's expenses," stated Brian Service, president and chief executive
officer. "Fortunately, only a minor portion of these reductions are
employee-related."
"We are making a switch from a technology-driven company, to a market-driven
company," added Clark Hardesty, vice president of sales and marketing. "Our
goals and objectives will be more closely aligned with our customers' needs, and
our product management team will be heavily involved in the entire process --
from the initial customer analysis, to targeting and implementing enterprise
solutions."
Chuck Hull, the company's founder and chief technology officer, will be leading
the R&D initiatives, which will involve developing applications that expand the
value and uses of the company's products. "Similar to our sales and marketing
efforts, we intend these applications to be customer-focused," commented Hull.
Grant Flaharty, vice president and general manager, 3D Systems Europe, will head
the consolidation of European operations. Through this reorganization, the
company expects to realize cost efficiencies and tax benefits, streamline
communications, and improve sales activity in that region.
"Opportunities exist for us to improve margins on many products and services,"
stated Marty McGough, vice president of worldwide operations, "and we believe we
are now focused to attack these opportunities."
"All of these actions are expected to improve the company's performance and set
3D Systems on a solid course for the future," stated Service. "We are confident
in our products, strategy and our management team, and believe that these
efforts should produce long-term benefits for the company."
<PAGE>
About 3D Systems
3D Systems provides solid imaging products and services that allow users to move
quickly from three-dimensional designs to finished parts, at a significantly
lower cost and higher quality than more traditional methods.
The company's systems utilize patented technologies that fabricate solid objects
from digital input. These processes offer significant competitive advantages by
substantially reducing the time and cost required to design, develop, and
manufacture products.
The company also licenses 3D Keltool(R), a commercially proven moldmaking
solution that produces prototype, bridge, and production tooling inserts.
Based in Valencia, 3D Systems was founded in 1986 and is recognized as the world
technology and market leader in solid imaging. For additional information, visit
the company's Web site at WWW.3DSYSTEMS.COM or phone 888/337-9786, ext. 721. For
investor information, call the company's shareholder communications service at
800/757-1799.
Note to Editors: 3D Systems and SLA are trademarks, and 3D Keltool and the 3D
logo are registered trademarks, of 3D Systems.
Except for the historical information contained in this news release, the
matters discussed include forward-looking statements that involve risks and
uncertainties including: the ability of the company to successfully implement
and carry out its new strategic operating plan, and the success of that plan,
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 Securities and
Exchange Commission reports on Form 10-K for the year ended Dec. 31, 1998, and
reports on Form 10-Q filed by the company with the SEC during the current fiscal
year.
Contact:
3D Systems Corp., Valencia
Mary Woods, 661/295-5600, ext. 2508
[email protected]
--------------------
Brian Service, 661/295-5600, ext. 2216
[email protected]
EXHIBIT 99.7
3D SYSTEMS ANNOUNCES EUROPEAN OPERATIONS TEAM
VALENCIA, Calif.--(BUSINESS WIRE)--Nov. 18, 1999--3D Systems Corp. (Nasdaq:TDSC
- - news) today announced its newly formed European operations team headed by
Grant Flaharty, vice president and general manager of 3D Systems Europe.
As part of the company's reorganization, it was previously announced that the
European operation would become a single business entity, with corporate and
branch offices in various countries. To this effect, the European operations
will now have headquarters in the United Kingdom, with individual subsidiaries
in Germany, France and Italy. Spain will become a representative office of the
United Kingdom.
"These changes to the corporate structure will ensure a unified approach to this
exciting and rapidly growing segment of the business," stated Flaharty.
"We have also made changes to our sales organization to recognize two distinct
focuses -- the more mature markets in Germany, the U.K. and Italy; and secondly,
the emerging markets," he continued. Oliver Edelmann, director of Sales, and
Robert Baumgartner, vice president of Emerging Markets, will assume leadership
over these respective critical markets.
Customer service needs in the various regions throughout Europe, the Middle
East, India, Africa and South America will be addressed by Harald Kessler, in
the newly created position of director of European Field Services and Central
Operations. Peter Samra, formerly the operations director for the Northern
Region, will assume a new role as the director of European Operations.
In addition, Michael Cohen will assume the newly created position of director of
European Commerce and Finance. This organization will include Europe's sales
order administration, imports, customs and daily operations.
Human resource activities, which had previously been operating on a
country-by-country basis, will now be handled by Sabine Griesheimer, European
Human Resources manager.
"The new infrastructure takes into consideration the growth within the European
region over the past two years, and the anticipated growth in the year 2000 and
beyond," said Flaharty. "The formation of this team will allow us to focus our
resources across the European markets and organizations, along with supporting
our customers and employees."
Under Flaharty's direction, the marketing team intends to enhance business
development through integrated business solutions and enhancing customer
relationships.
About 3D Systems
3D Systems provides solid imaging products and services that allow users to move
quickly from three-dimensional designs to finished parts, at a significantly
lower cost and higher quality than more traditional methods.
<PAGE>
The company's systems utilize patented stereolithography (SLA) and 3-D printing
technologies, which fabricate solid objects from digital input. This process
offers significant competitive advantages by substantially reducing the time and
cost required to design, develop and manufacture products.
The company also licenses the 3D Keltool(R) process, a commercially proven
moldmaking solution that produces prototype, bridge and production tooling
inserts.
Based in Valencia, 3D Systems was founded in 1986 and is recognized as the world
technology and market leader in solid imaging. For additional information, phone
888/337-9786, ext. 723, or visit the company's Web site at www.3dsystems.com.
Except for the historical information contained in this news release, the
matters discussed include forward-looking statements that involve risks and
uncertainties including: the ability of the company to successfully implement
and carry out its new strategic operating plan, and the success of that plan;
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; industrywide domestic and international
economic conditions; and other risks detailed in the company's Securities and
Exchange Commission reports on Form 10-K for the year ended Dec. 31, 1998, and
reports on Form 10-Q filed by the company with the SEC during the current fiscal
year.
Note to Editors: 3D Systems and SLA are trademarks, and 3D Keltool and the 3D
logo are registered trademarks, of 3D Systems.
Contact:
3D Systems Corp., Valencia
Mary Woods, 661/295-5600, ext. 2508
[email protected]
Brian Service, 661/295-5600, ext. 2216
[email protected]
EXHIBIT 99.8
3D SYSTEMS SHIPS MULTIPLE SOLID IMAGING UNITS TO FORD MOTOR CO.
VALENCIA, Calif.--(BUSINESS WIRE)--Nov. 19, 1999--3D Systems Corp. (Nasdaq:TDSC
- - news) today announced shipment of three SLA(TM) 7000 units to Ford Motor Co.'s
prototyping facility in Allen Park, Mich.
As a result, the leading auto manufacturer will have more than a dozen SLA
systems installed worldwide.
The SLA 7000 System
Introduced this past February, the SLA 7000 is the company's fifth generation
machine, and the most productive SLA system currently available. Companies
worldwide rely on this proven technology to bring products to market faster,
improve product quality and customer satisfaction, and gain a competitive
advantage.
The SLA system turns computer-generated images into physical models that can be
held and evaluated. Numerous industries utilize SLA system parts or assemblies
as a critical source of information throughout the development process -- from
the initial product concept to product launch.
Applications include prototyping, fit and functional testing, pre-production and
production tooling, competitive evaluations, product packaging, and promotional
activities.
About 3D Systems
3D Systems provides solid imaging products and services that allow users to move
quickly from three-dimensional designs to finished parts, at a significantly
lower cost and higher quality than more traditional methods.
The company's systems utilize patented stereolithography (SLA) and 3-D printing
technologies, which fabricate solid objects from digital input. This process
offers significant competitive advantages by substantially reducing the time and
cost required to design, develop and manufacture products.
The company also licenses the 3D Keltool(R) process, a commercially proven
moldmaking solution that produces prototype, bridge and production tooling
inserts.
Based in Valencia, 3D Systems was founded in 1986 and is recognized as the world
technology and market leader in solid imaging. For additional information, phone
888/337-9786, ext. 722, or visit the company's Web site at www.3dsystems.com.
Except for the historical information contained in this news release, the
matters discussed include forward-looking statements that involve risks and
uncertainties including: the ability of the company to successfully implement
and carry out its new strategic operating plan, and the success of that plan;
the availability and acceptance of new products; the impact of competitive
<PAGE>
products and pricing; the ability of the company to continue to contain
expenses; dependence on key personnel; industrywide domestic and international
economic conditions; and other risks detailed in the company's Securities and
Exchange Commission reports on Form 10-K for the year ended Dec. 31, 1998, and
reports on Form 10-Q filed by the company with the SEC during the current fiscal
year.
Note to Editors: 3D Systems and SLA are trademarks, and 3D Keltool and the 3D
logo are registered trademarks, of 3D Systems.
Contact:
3D Systems Corp.
Mary Woods, 661/295-5600, ext. 2508
[email protected]
Clark Hardesty, 661/295-5600, ext. 2216
[email protected]
EXHIBIT 99.9
3D SYSTEMS POSTS RECORD FOURTH QUARTER EARNINGS SHOWING 129% GAIN
FIRST FULL QUARTER UNDER NEW EXECUTIVE MANAGEMENT
VALENCIA, Calif.--(BUSINESS WIRE)--Feb. 16, 2000--3D Systems Corp. (Nasdaq:TDSC
- - NEWS) today reported earnings of $1.9 million, or 16 cents per fully diluted
share, for the fourth quarter ended December 31, 1999, representing a 129% gain
from the previous year's fourth-quarter net income of 7 cents per share.
The results incorporate transition expenses and reorganization costs totaling
$0.9 million (pre-tax) associated with the company's new operating plan
announced last November. This plan, implemented by the company's new executive
management team, is designed to stabilize the company, control expenses and grow
the business.
Fourth quarter 1999 revenues hit an all-time high of $28.9 million, compared
with $27.3 million for the like period one year ago.
For the year ended December 31, 1999, the company posted a loss of $5.3 million,
or 47 cents per share, compared with net income of $2.1 million, or 18 cents per
share, in 1998. Revenues for 1999 totaled $96.9 million, compared with $98.1
million in the prior year.
"After a lackluster three quarters, the company's executive management team
implemented a new operating and restructuring plan to revive the company's
performance and generate momentum," stated Brian Service, president and chief
executive officer. "The fourth quarter results reflect the beneficial effects of
our efforts to restructure and stabilize the company. Our primary focus moving
forward is growth."
"Large-frame SLA(TM) system sales were strong, and improved gross profit
margins," Service continued. "We also experienced significant growth in unit
sales for our ThermoJet(TM) office printer -- up 277% from the prior year's
fourth quarter and 138% for the year -- which we believe signals a viable,
growing market for this product line."
Total unit shipments for the fourth quarter and full-year 1999 were 98 and 303,
respectively -- up from 63 and 224 for the same periods of the prior year.
"Revenues from materials climbed in the fourth quarter as a by-product of a
growing installed base; a renewed focus on applications; and a strengthened
relationship with our partner, Ciba Specialty Chemicals," stated Service. "We
are extremely encouraged by all of these trends."
As part of the year-end review, the company is restating its financial
statements for the quarter ended July 2, 1999, and related impact to the
nine-month period ended October 1, 1999. The net impact is an additional loss of
less than 3 cents per share ($0.3 million) compared with the 32-cent loss
previously reported, and relates to revenue timing, accrued restructuring
reserves and other accruals recorded in the period. The full-year financial
information contained herein includes this impact.
<PAGE>
The balance sheet showed year-end cash and investments totaling $12.6 million,
down 35% from the prior year, but up 17% from third to fourth quarter 1999 due
to profitability and improvements in European collections. More effective
management of finished goods and service parts stock led to a reduction in
inventories of $2 million year-to-year, and $3.9 million from third to fourth
quarter of 1999.
"We are vigorously pursuing new applications and markets for our products,"
added Chuck Hull, chief technology officer and company founder, "and as the
worldwide leader and innovator in solid imaging, we feel we are well positioned
to capture these opportunities."
"We believe our focus on continued cost containment, improved margins, and the
development of new strategic business partnerships will further strengthen 3D
Systems' position in the marketplace," concluded Service.
About 3D Systems
3D Systems provides solid imaging products and services that allow users to move
quickly from three-dimensional designs to finished parts, at a significantly
lower cost and higher quality than more traditional methods.
The company's systems utilize patented technologies, which fabricate solid
objects from digital input. These processes offer significant competitive
advantages by substantially reducing the time and cost required to design,
develop, and manufacture products.
The company also licenses the 3D Keltool(R) process, a commercially proven
moldmaking solution that produces prototype, bridge, and production tooling
inserts.
Based in Valencia, 3D Systems was founded in 1986 and is recognized as the world
technology and market leader in solid imaging. For additional information, visit
the company's Web site at WWW.3DSYSTEMS.COM or phone 888/337-9786, ext. 724. For
investor information, call the company's shareholder communications service at
800/757-1799.
Except for the historical information contained in this news release, the
matters discussed include forward-looking statements that involve risks and
uncertainties including: the ability of the company to successfully implement
and carry out its new strategic operating plan, and the success of that plan,
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 Securities and
Exchange Commission reports on Form 10-K for the year ended December 31, 1998,
and reports on Form 10-Q filed by the company with the SEC during the prior
fiscal year.
Note to editors: 3D Systems, SLA and ThermoJet are trademarks, and 3D Keltool
and the 3D logo are registered trademarks of 3D Systems.
<PAGE>
<TABLE>
<CAPTION>
3D SYSTEMS CORPORATION
Consolidated Statements of Operations
For the Three-Month Periods and Years Ended
December 31, 1999 and 1998
(in thousands except earnings per share)
For the Three-Month
Periods Ended For the Year Ended
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Sales:
Products $21,057 $19,527 $66,806 $65,434
Services 7,848 7,739 30,143 32,683
Total sales 28,905 27,266 96,949 98,117
Cost of sales:
Products 10,355 9,520 35,938 33,477
Services 5,664 5,391 20,975 22,062
Total cost of sales 16,019 14,911 56,913 55,539
Gross profit 12,886 12,355 40,036 42,578
Operating expenses:
Selling, general and
administrative 7,961 8,771 35,273 30,448
Research and development 2,040 2,598 8,931 9,425
Other -- -- 3,384 --
Total operating expenses 10,001 11,369 47,588 39,873
Income (loss) from operations 2,885 986 (7,552) 2,705
Other income 10 300 415 949
Other expense (193) (154) (404) (467)
Income (loss) before
provision for income taxes 2,702 1,132 (7,541) 3,187
Provision for income taxes
(benefit) 792 357 (2,240) 1,055
Net income (loss) $ 1,910 $ 775 $(5,301) $ 2,132
Shares used to calculate
basic net income (loss)
per share 11,420 11,388 11,376 11,348
Basic net income (loss)
per share $ 0.17 $ 0.07 $ (0.47) $ 0.19
Shares used to calculate
diluted net income (loss)
per share 11,710 11,510 11,376 11,594
Diluted net income (loss)
per share $ 0.16 $ 0.07 $ (0.47) $ 0.18
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
3D SYSTEMS CORPORATION
Consolidated Balance Sheets
(in thousands)
December 31,
1999 1998
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 12,553 $ 15,912
Short-term investments -- 3,485
Accounts receivable, less allowances
for doubtful accounts of $2,912 (1999)
and $944 (1998) 26,772 24,487
Current portion of lease receivables 607 2,069
Inventories 8,786 10,829
Deferred tax assets 2,355 2,063
Prepaid expenses and other current assets 2,028 1,916
Total current assets 53,101 60,761
Property and equipment, net 16,245 16,327
Licenses and patent costs, net 9,135 5,121
Deferred tax assets 7,658 5,070
Lease receivables, less current portion 2,436 5,802
Other assets 2,083 2,022
$ 90,658 $ 95,103
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,838 $ 4,850
Accrued liabilities 8,741 8,162
Current portion of long-term debt 110 100
Customer deposits 345 330
Deferred revenues 6,848 9,014
Total current liabilities 21,882 22,456
Other liabilities 4,673 1,485
Long-term debt, less current portion 4,495 4,605
31,050 28,546
Stockholders' equity:
Preferred stock, authorized 5,000
shares, none issued
Common stock, authorized 25,000 shares,
issued 11,658 and outstanding 11,433
(1999) and issued 11,614 and outstanding
11,389 (1998) 12 12
Capital in excess of par value 75,064 74,834
Notes receivable from officers (240) (360)
Accumulated deficit (12,067) (6,765)
Cumulative translation adjustment (1,621) 376
Treasury stock, at cost, 225 shares
(1999 and 1998) (1,540) (1,540)
Total stockholders' equity 59,608 66,557
$ 90,658 $ 95,103
</TABLE>
<PAGE>
CONTACT:
3D Systems
Mary Woods, 661/295-5600, ext. 2508
[email protected]
or
Brian Service, 661/295-5600, ext. 2216
[email protected]
