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
Incorporation or Organization) Identification No.)
26081 AVENUE HALL
VALENCIA, CALIFORNIA 91355
(Address of Principal Executive Offices) (Zip Code)
STOCK OPTION AGREEMENTS
(Full Title of The Plan)
H. MICHAEL HOGAN, III
26081 AVENUE HALL
VALENCIA, CALIFORNIA 91355
(Name and Address of Agent For Service)
(661) 295-5600
(Telephone Number, Including Area Code, of Agent For Service)
Copies of communications to:
AMIR OHEBSION, ESQ.
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 728-3000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum Amount of
Securities To Amount To Be Offering Price Aggregate Offering Registration
Be Registered Registered Per Share (1) Price (1) Fee
- ----------------- -------------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 250,000 Shares $6.0000 $1,500,000 $396
par value $.001
per share
Common Stock, 150,000 Shares $6.6125 $ 991,875 $262
par value $.001
per share
Common Stock, 25,000 Shares $6.4113 $ 160,283 $ 42
par value $.001
per share
-------------- ---------------- ------------------ ------------
Total 425,000 Shares $2,652,158 $700
<FN>
(1) Determined 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 exercise price of the option pursuant to
which such shares may be acquired.
</FN>
</TABLE>
<PAGE>
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 Registrant with the Commission are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(b) The Registrant's Amended Quarterly Reports on Form 10-Q/A for the
quarters ended July 2, 1999 and October 1, 1999;
(c) Registrant's Current Report on Form 8-K filed on February 23, 2000;
(d) The description of the Common Stock contained in the Registrant's
Registration Statement on 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,
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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
Page 2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Nine of the Registrant's Certificate of Incorporation and Article
Five 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 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 Registrant'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.
Page 3
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP.
10.1 Stock Option Agreement, dated July 1, 1999, between Registrant and G.
Walter Loewenbaum, II.
10.2 Stock Option Agreement, dated September 9, 1999, between Registrant
and Gary J. Sbona.
10.3 Stock Option Agreement, dated May 20, 1999, between Registrant and
Arthur B. Sims.
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 (included on signature page).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(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 the
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
(b) The undersigned registrant hereby undertakes 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 (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) 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.
Page 4
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 and will be governed by the final adjudication of such issue.
Page 5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 as of May 9, 2000.
3D SYSTEMS CORPORATION
(Registrant)
By: /S/ H. MICHAEL HOGAN, III
---------------------------
H. Michael Hogan, III
Page 6
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints H.
Michael Hogan III as his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent 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, and hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by the virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ BRIAN K. SERVICE Chief Executive Officer
- -------------------------- (Principal Executive Officer) May 9, 2000
Brian K. Service
Vice President and Director
/S/ MICHAEL HOGAN, III (Principal Financial Officer and
- -------------------------- Accounting Officer) May 9, 2000
H. Michael Hogan, III
/S/ G. WALTER LOEWENBAUM
- -------------------------- Chairman of the Board May 9, 2000
G. Walter Loewenbaum
/S/ GARY J. SBONA
- -------------------------- Director May 9, 2000
Gary J. Sbona
/S/ MIRIAM V. GOLD
- -------------------------- Director May 9, 2000
Miriam V. Gold
/S/ JIM D. KEVER
- -------------------------- Director May 9, 2000
Jim D. Kever
/S/ KEVIN S. MOORE
- -------------------------- Director May 9, 2000
Kevin S. Moore
</TABLE>
Page 7
EXHIBIT 5.1
May 2, 2000
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, 425,000 shares
of common stock, par value $.001 per share (the "Shares"), of the Company
issuable pursuant to the Stock Option Agreements for G. Walter Loewenbaum, III,
Gary J. Sbona and Arthur B. Sims (the "OPTION PLANS").
We are of the opinion that the Shares have been duly authorized and upon
issuance and sale in conformity with and pursuant to the Option Plans, 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 "A"
EXHIBIT 10.1
OPTION CERTIFICATE
THIS IS TO CERTIFY that 3D Systems Corporation, a Delaware corporation (the
"COMPANY"), has granted to the employee of the Company named below a
non-statutory stock option (the "OPTION") to purchase shares of the Company's
Common Stock (the "SHARES"), and upon the terms and conditions determined by the
Compensation Committee (the "COMMITTEE") of the Board of Directors of the
Company (the "BOARD"), as follows:
NAME OF OPTIONEE: G. Walter Loewenbaum, III
----------------
ADDRESS OF OPTIONEE: c/o 3D Systems Corporation
26081 Avenue Hall
Valencia, CA 91355
NUMBER OF SHARES: 150,000
----------------
OPTION EXERCISE PRICE: $ 6.6125(1) per Share
---------------------
DATE OF GRANT: July 1, 1999
-------------
OPTION EXPIRATION DATE: Ten years from the Date of Grant.
----------------------
EXERCISE SCHEDULE: The Option shall become exercisable in full six months
from the Date of Grant, and the Option may be exercised as to any and all shares
of Common Stock after such six-month period has elapsed and prior to the
expiration or termination of the Option, pursuant to its terms.
OUTSIDE OF 1996 STOCK INCENTIVE PLAN: The Option has been granted outside
the 1996 Stock Incentive Plan and is not subject to the terms thereof.
SUMMARY OF OTHER TERMS: This Option is defined in the Stock Option
Agreement (Non-Statutory Stock Option) (the "OPTION AGREEMENT") which is
attached to this Option Certificate (the "CERTIFICATE") as Annex I. This
Certificate summarizes certain of the provisions of the Option Agreement for
your information, but is not complete. Your rights are governed by the Option
Agreement, NOT by this summary. The Company strongly suggests that you carefully
review the full Option Agreement prior to signing this Certificate or exercising
the Option.
Among the terms of the Option Agreement are the following:
TERMINATION OF EMPLOYMENT: While the Option terminates on the Option
Expiration Date, it will terminate earlier upon the termination of your
Relationship, as defined in the Option
- ------------------
(1) Based on the 115% of the closing price of the Common Stock on May 3, 1999.
Exhibit "A"
<PAGE>
Agreement, with the Company or any direct or indirect subsidiary of the Company
(transfer of employment from one subsidiary to another will not constitute
termination of your Relationship). If your Relationship ends due to retirement
or death, the Option terminates eighteen months after the date of retirement or
death, and is exercisable during such eighteen-month period as to the portion of
the Option which had vested prior to the date of retirement or death. If your
Relationship ends due to disability, the Option terminates twelve months after
the date of disability, and is exercisable during such twelve-month period as to
the portion of the Option which had vested prior to the date of disability. If
it is determined that you have committed an act of misconduct described in
Section 5(b) of the Option Agreement, or during the period when your rights
under the Option have been suspended by the Company pursuant to Section 5(b),
the Option will terminate immediately. In all other cases, the Option terminates
ninety days after the date of termination of your Relationship, and is
exercisable during such time period as to the portion of the Option which had
vested prior to the date of termination of your Relationship. See Section 5 of
the attached Option Agreement.
TRANSFER: The Option is personal to you, and cannot be sold, transferred,
assigned or otherwise disposed of to any other person, except upon your death.
See Section 13(d) of the attached Option Agreement.
EXERCISE: You can exercise the Option (while it is exercisable), in whole
or in part, by delivering to the Company a Notice of Exercise identical to
Exhibit "A" attached to the Option Agreement, accompanied by payment of, or
provision pursuant to the Option Agreement for the payment of, the Exercise
Price for the Shares to be purchased. The Company may require you to submit
certain written assurances to the Company with respect to your status as a
shareholder. The Company will then issue a certificate to you for the Shares you
have purchased. You are under no obligation to exercise the Option. See Section
4 of the attached Option Agreement.
ADJUSTMENTS UPON RECAPITALIZATION: The Option contains provisions which
affect your rights in the event of stock splits, stock dividends, mergers and
other major corporate reorganizations. See Section 6 of the attached Option
Agreement.
WAIVER: By signing this Certificate, you will be agreeing to all of the
terms of the Option Agreement, including those not summarized in this
Certificate. You will waive your rights to options or stock which may otherwise
have been promised to you. See Section 7 of the attached Option Agreement.
WITHHOLDING: The Company may require you to make any arrangements necessary
to insure the proper withholding of any amount of tax, if any, required to be
withheld by the Company as a result of the exercise of the Option. See Section
10 of the attached Option Agreement.
Page 2
<PAGE>
AGREEMENT
3D Systems Corporation, a Delaware corporation, and Optionee each hereby
agrees to be bound by all of the terms and conditions of the Stock Option
Agreement (Non-Statutory Stock Option) which is attached hereto as Annex I and
incorporated herein by this reference as if set forth in full in this document.
DATED: JULY 1, 1999
--------------------
3D SYSTEMS CORPORATION
By:/S/ ARTHUR B. SIMMS
-----------------------------------
Its: Chief Executive Officer
OPTIONEE
Name:/S/ WALTER LOEWENBAUM
---------------------------------
--------------------------------------
(Please print your name exactly as you
wish it to appear on any stock certificates
issued to you upon exercise of the Option)
Page 3
<PAGE>
ANNEX I
STOCK OPTION AGREEMENT
(NON-STATUTORY STOCK OPTION)
This STOCK OPTION AGREEMENT (this "OPTION AGREEMENT") is made and entered
into on the execution date of the Option Certification to which it is attached
(the "CERTIFICATE"), by and between 3D Systems Corporation, a Delaware
corporation (the "COMPANY"), and the employee of the Company named in the
Certificate ("OPTIONEE").
The Board of Directors of the Company (the "BOARD") has authorized the
grant to Optionee of a non-statutory stock option to purchase shares of the
Company's Common Stock, par value $0.001 per share (the "COMMON STOCK"), upon
the terms and subject to the conditions set forth in this Option Agreement.
The Company and Optionee agree as follows:
1. GRANT OF OPTION.
The Company hereby grants to Optionee the right and option (the "OPTION"),
upon the terms and subject to the conditions set forth in this Option Agreement,
to purchase all or any portion of that number of shares of the Common Stock (the
"SHARES") set forth in the Certificate, at the Option exercise price set forth
in the Certificate (the "EXERCISE PRICE").
2. TERM OF OPTION.
The Option shall terminate and expire on the Option Expiration Date set
forth in the Certificate, unless sooner terminated as provided herein. In no
event shall the Option be exercisable after the expiration of ten years from the
date it was granted.
3. EXERCISE PERIOD.
(a) Subject to the provisions of Sections 3(b) and 5 of this Option
Agreement, the Option shall become exercisable (in whole or in part) upon and
after the dates set forth or referred to under the caption "Exercise Schedule"
in the Certificate. The installments shall be cumulative; I.E., the Option may
be exercised, as to any or all Shares covered by an installment, at any time or
times after the installment first becomes exercisable and until expiration or
termination of the Option.
(b) Notwithstanding anything to the contrary contained in this Option
Agreement, the Option may not be exercised, in whole or in part, unless and
until any then-applicable requirements of all federal, state and local laws and
regulatory agencies shall have been fully complied with to the satisfaction of
the Company and its counsel. In addition, if the Company believes that Optionee
has committed an act of misconduct, including an act of embezzlement, fraud,
nonpayment of any obligation owed to the Company or any subsidiary, breach of
fiduciary duty or deliberate disregard of the Company's rules resulting in loss,
damage or injury to the Company, any unauthorized disclosure of trade secrets or
confidential information of the Company, any conduct constituting unfair
competition, or the inducement of any customer of the Company to breach a
contract with
<PAGE>
the Company), the Company may suspend the Optionee's rights under the Option
pending a determination by the Board of Directors, which shall have the right,
as therein provided, to terminate the Option.
4. EXERCISE OF OPTION.
There is no obligation to exercise the Option, in whole or in part. The
Option may be exercised, in whole or in pan, only by delivery to the Company of:
(a) written notice of exercise in form and substance identical to Exhibit
"A" attached to this Option Agreement stating the number of shares of Common
Stock then being purchased (the "PURCHASED SHARES");
(b) the Exercise Price for each Purchased Share shall be paid in full upon
exercise and shall be payable in cash in United States dollars (including check,
bank draft or money order); PROVIDED, HOWEVER that in lieu of cash the person
exercising the Option may pay the Exercise Price in whole or in part by
delivering to the Company shares of the Common Stock having a fair market value
on the date of exercise of the Option, determined as provided in Section 4(c),
equal to the Exercise Price for the Shares being purchased; except that (i) any
portion of the Exercise Price representing a fraction of a Share shall in any
event be paid in cash and (ii) no shares of the Common Stock which have been
held for less than six months may be delivered in payment of the Exercise Price
of an Option. Delivery of shares may also be accomplished through the effective
transfer to the Company of shares held by a broker or other agent. The Company
will also cooperate with any person who participates in a cashless exercise
program of a broker or other agent under which all or part of the shares
received upon exercise of the Option are sold through the broker or other agent
or under which the broker or other agent makes a loan to such person.
Notwithstanding the foregoing, the exercise of the Option shall not be deemed to
occur and no shares of Common Stock will be issued by the Company upon exercise
of the Option until the Company has received payment of the Exercise Price in
full. The date of exercise of an Option shall be determined under procedures
established by the Committee.
(c) If payment is made, in whole or in part, by transfer to the Corporation
of issued and outstanding shares of Common Stock, the value of such shares shall
be the mean between the following prices, as applicable, for the date as of
which fair market value is to be determined as quoted in THE WALL STREET JOURNAL
(or in such other reliable publication as the Company, in its discretion, may
determine to rely upon): (i) if the Common Stock is listed on a United States
securities exchange, the highest and lowest sales prices per share of Common
Stock for such date on the principal United States securities exchange on which
the Common Stock is listed, or (ii) if the Common Stock is not listed on any
such exchange, the highest and lowest sales prices per share of the Common Stock
for such date on the Nasdaq National Market or any successor system then in use.
If there are no such sale price quotations for the date as of which fair market
value is to be determined but there are such sale price quotations within a
reasonable period both before and after such date, then fair market value shall
be determined by taking an average of the means between the highest and lowest
sales prices per share of the Common Stock as so quoted on the nearest date
before and the nearest date after the date as of which fair market value is to
be determined. If there are no such sale price quotations on or within a
reasonable period both before and after the date as of which fair market value
is to be determined, then fair market value of the Common Stock shall be the
mean between the bona fide bid and asked prices per share of Common Stock as so
quoted for
Page 2
<PAGE>
such date on Nasdaq, or if none, the average of the means between such bid and
asked prices on the nearest trading date before and the nearest trading date
after the date as of which fair market value is to be determined, if both such
dates are within a reasonable period. If the fair market value of the Common
Stock cannot be determined on the basis set forth above, the Committee shall in
good faith determine the fair market value of the Common Stock as of such date.
5. TERMINATION OF EMPLOYMENT.
(a) If Optionee shall cease to have a Relationship (as defined below) with
the Company, or any direct or redirect subsidiary of the Company, (other than as
the result of the transfer of employment of Optionee to another corporation
which is the Company, or any direct or indirect subsidiary of the Company) for
any reason other than retirement, death or permanent disability (a "TERMINATING
EVENT"), Optionee shall have the right, subject to the provisions of Section
5(b) below, to exercise the Option at any time following such Terminating Event
until the earliest to occur of (x) 90 days following the date of such
Terminating Event and (y) the expiration of the term of this Option as set forth
in Section 2 of this Option Agreement. For purposes of this Option Agreement,
Optionee shall have a "RELATIONSHIP" with the Company so long as Optionee is
either a member of the Board of Directors of the Company, a consultant of the
Company, or an employee of the Company. The Option may be exercised following a
Terminating Event only to the extent exercisable as of the date of the
Terminating Event. To the extent unexercised at the end of the period referred
to above, the Option shall terminate. The Committee, in its sole and absolute
discretion, shall determine whether (i) authorized leaves of absence shall
constitute termination of Optionee's Relationship with the Company and (ii)
Optionee's Relationship with the Company has terminated, for purposes of this
Option Agreement.
(b) Notwithstanding the provisions of Section 5(a) above, if the Company
believes that Optionee has committed an act of misconduct as described below,
the Company may suspend Optionee's rights under the Option pending a
determination by the Board of Directors of the Company. If the Board of
Directors determines that Optionee has committed an act of embezzlement, fraud,
nonpayment of any obligation owed to the Company or any subsidiary, breach of
fiduciary duty or deliberate disregard of the Company's rules resulting in loss,
damage or injury to the Company, or if an Optionee makes an unauthorized
disclosure of trade secret or confidential information of the Company, engages
in any conduct constituting unfair competition, or induces any customer of the
Company to breach a contract with the Company, neither the Optionee nor his or
her estate shall be entitled to exercise any rights whatsoever with respect to
the Option. In making such determination, the Board of Directors shall act
fairly and shall give the Optionee a reasonable opportunity to appear and
present evidence on his behalf at a hearing before a committee of the Board of
Directors; and if the Optionee is an "employee" under Rule 16a-l(f) of the
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the determination of the Board of
Directors shall be subject to the approval of the Committee.
(c) If, by reason of retirement, death or disability (a "SPECIAL
TERMINATING EVENT"), Optionee shall cease to have a Relationship with the
Company or any direct or indirect subsidiary of the Company (other than as the
result of the transfer of employment of Optionee to another corporation which is
the Company, or any direct or indirect subsidiary of the Company), then
Optionee, Optionee's executors or administrators or any person or persons
acquiring the Option directly from Optionee by bequest or inheritance, shall
have the right to exercise the Option (i) in
Page 3
<PAGE>
the event of Optionee's disability, within twelve months following the date of
such Special Terminating Event, or (ii) in the event of Optionee's retirement,
or in the event of Optionee's death, within eighteen months of either Special
Terminating Event. The option may be exercised following a Special Terminating
Event only to the extent exercisable at the date of the Special Terminating
Event. To the extent unexercised at the end of the period referred to above, the
Option shall terminate.
(d) For purposes of this Option Agreement, "disability" shall mean total
and permanent disability as defined in Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended (the "CODE"). Optionee shall not be considered
permanently disabled unless he furnishes proof of such disability in such form
and manner, and at such times, as the Committee may from time to time require.
6. ADJUSTMENTS UPON RECAPITALIZATION.
In the event of any change in the outstanding shares of the Common Stock or
other securities then subject to this option by reason of any stock split,
reverse stock split, stock dividend, recapitalization, merger, consolidation,
combination or exchange of shares or other similar corporate change, or if the
outstanding securities of the class then subject to this Agreement are exchanged
for or converted into cash, property or a different kind of securities, or if
cash, property or securities are distributed in respect of such outstanding
securities (other than a regular cash divided) then, unless the terms of such
transaction shall otherwise provide, such equitable adjustments shall be made by
the Board, or the Committee, in the Option (including, without limitation,
appropriate and proportionate adjustments to the number and type of shares or
other securities or cash or other property that may be acquired pursuant to
exercise of the Option); and any such adjustments made by the Board or the
Committee shall be final, binding and conclusive for any and all purposes.
7. WAIVER OF RIGHTS TO PURCHASE STOCK.
By signing this Option Agreement, Optionee acknowledges and agrees that
neither the Company nor any other person or entity is under any obligation to
sell or transfer to Optionee any option or equity security of the Company, other
than the shares of Common Stock subject to the Option and any other right or
option to purchase Common Stock which was previously granted in writing to
Optionee by the Committee (or the Board). By signing this Option Agreement,
Optionee specifically waives all rights which he or she may have had prior to
the date or this Option Agreement (other than any other right or option to
purchase Common Stock which was previously granted in writing to Optionee by the
Committee or the Board) to receive any option or equity security of the Company.
8. NO RIGHTS AS SHAREHOLDER.
Except as provided in Section 6 of this Option Agreement, Optionee shall
have no rights as a shareholder with respect to the Shares until the date of the
issuance to Optionee of a stock certificate or stock certificates evidencing
such Shares. Except as may be provided in Section 6 of this Option Agreement, no
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued.
Page 5
<PAGE>
9. MODIFICATION.
The Committee (or the Board) may modify, extend or renew the Option or
accept the surrender of, and authorize the grant of a new option in substitution
for, the Option (to the extent not previously exercised); PROVIDED, that a
modification of the Option shall be effective only with the consent of the
Optionee.
10. WITHHOLDING.
The Company shall be entitled to require as a condition of delivery of any
Purchased Shares upon exercise of any Option that the Optionee agree to remit,
at the time of such delivery or at such later date as the Company may determine,
an amount sufficient to satisfy all federal, state and local withholding tax
requirements relating thereto, and Optionee agrees to take such other action
required by the Company to satisfy such withholding requirements.
11. CHARACTER OF OPTION.
The Option is not intended to qualify as an "incentive stock option" as
that term is defined in Section 422 of the Code.
12. GENERAL PROVISIONS.
(a) FURTHER ASSURANCES. Optionee shall promptly take all actions and
execute all documents requested by the Company which the Company deems to be
reasonably necessary to effectuate the terms and intent of this Option
Agreement.
(b) NOTICES. All notices, requests, demands and other communications under
this Option Agreement shall be in writing and shall be given to the parties
hereto as follows:
1. If to the Company, to:
3D Systems Corporation
26081 Avenue Hall
Valencia, CA 91355
Attention: General Counsel
2. If to Optionee, to the address
set forth in the records of the Company,
or at such other address or addresses as may have been furnished by such either
party in writing to the other party hereto. Any such notice, request, demand or
other communication shall be effective (i) if given by mail, 72 hours after such
communication is deposited in the mail by first-class certified mail, return
receipt requested, postage prepaid, addressed as aforesaid; or (ii) if given by
any other means, when delivered at the address specified in this subparagraph
(b).
(c) TRANSFER OF RIGHTS UNDER THIS OPTION AGREEMENT. The Company may at any
time transfer and assign its rights and delegate its obligations under this
Option Agreement to any other person, corporation, firm or entity, including its
employees, directors and stockholders, with or without consideration.
Page 5
<PAGE>
(d) OPTION NON-TRANSFERABLE. Optionee may not sell, transfer, assign or
otherwise dispose of the Option except by will or the laws of descent and
distribution, and options may be exercised during the lifetime of Optionee only
by Optionee or by his or her guardian or legal representative.
(e) MARKET STAND-OFF. In the event of an underwritten public offering by
the Company of its equity securities pursuant to an effective registration
statement filed under the Securities Act of 1933, as amended, Optionee shall not
sell, make any short sale of, loan, hypothecate, pledge, grant any option for
the repurchase of, or otherwise dispose or transfer for value, or otherwise
agree to engage in any of the foregoing transactions with respect to any shares
of Common Stock without the prior written consent of the Company or its
underwriters, for such period of time from and after the effective date of such
registration statement as may be requested by the Company or such underwriters
(the "MARKET STAND-OFF"); provided, however, that in no event shall such period
exceed 180 days.
(f) SUCCESSORS AND ASSIGNS. Except to the extent specifically limited by
the terms and provisions of this Option Agreement, this Option Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors, assigns, heirs and personal representatives.
(g) GOVERNING LAW. THIS OPTION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS
MADE IN, AND TO BE PERFORMED SOLELY WITHIN, THAT STATE.
(h) MISCELLANEOUS. Titles and captions contained in this Option Agreement
are inserted for convenience of reference only and do not constitute a part of
this Option Agreement for any other purpose.
The Signature Page to this Option Agreement consists of the last page of
the Certificate.
Page 6
<PAGE>
EXHIBIT "A"
NOTICE OF EXERCISE
(TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)
3D Systems Corporation
The undersigned, the holder of the enclosed Stock Option Agreement
(Non-Statutory Stock Option), hereby irrevocably elects to exercise the purchase
rights represented by the Option and to purchase thereunder _______* shares of
Common Stock of 3D Systems Corporation (the "COMPANY"), and herewith encloses
payment of $____________ and/or ___________ shares of the Company's Common Stock
in full payment of the purchase price of such shares being purchased.
Dated: ______________________
-----------------------------------------------
Signature must conform in all respects to
name of holder as specified on the face of the
Option)
-----------------------------------------------
(Please Print Name)
-----------------------------------------------
(Address)
*Insert here the number of shares called for on the face of the Option (or,
in the case of a partial exercise, the number of shares being exercised), in
either case without making any adjustment for additional CoIranon Stock of the
Company, other securities or property which, pursuant to the adjustment
provisions of the Option, may be deliverable upon exercise.
EXHIBIT 10.2
OPTION CERTIFICATE
THIS IS TO CERTIFY that 3D Systems Corporation, a Delaware corporation (the
"COMPANY"), has granted to the employee of the Company named below a
non-statutory stock option (the "OPTION") to purchase shares of the Company's
Common Stock (the "SHARES"), and upon the terms and conditions determined by the
Compensation Committee (the "COMMITTEE") of the Board of Directors of the
Company (the "BOARD"), as follows:
NAME OF OPTIONEE: Gary J. Sbona
ADDRESS OF OPTIONEE: c/o 3D Systems Corporation
26081 Avenue Hall
Valencia, CA 91355
NUMBER OF SHARES: 250,000, provided, however, that the number of shares
subject to this Option shall be earned pro rata over the twelve (12) months
beginning with the Date of Grant. However, if Regent Pacific Management
Corporation's ("Regent Pacific") contract with the Company is terminated without
cause during this twelve-month period, then the entire amount shall be
considered earned upon termination.
OPTION EXERCISE PRICE: $ 6.00 per share
DATE OF GRANT: September 9, 1999
OPTION EXPIRATION DATE: Five years from the Date of Grant.
EXERCISE SCHEDULE: The shares earned, as described above, shall be
exercisable with respect to one third (rounded up or down to the nearest whole
number) on each of the first three anniversaries of the Date of Grant: provided,
however, that such option shall fully vest (i) upon the termination of Regent
Pacific by the Company without cause, (ii) should Regent Pacific principals
cease to be associated with the management of the Company or, (iii) upon a
"Change of Control Transaction."
Change of Control Transaction shall mean (i) the consummation of a sale of all
or substantially all of the assets of Company, or (ii) a merger of Company with
or into another corporation in which the stockholders of Company immediately
before the transaction do not own, directly or indirectly, a majority of Company
or the surviving entity immediately following the transaction.
OUTSIDE OF 1996 STOCK INCENTIVE PLAN: The Option has been granted outside
the 1996 Stock Incentive Plan and is not subject to the terms thereof.
SUMMARY OF OTHER TERMS: This Option is defined in the Stock Option
Agreement (Non-Statutory Stock Option) (the "OPTION AGREEMENT") which is
attached to this Option Certificate (the "CERTIFICATE") as Exhibit D. This
Certificate summarizes certain of the provisions of the Option Agreement for
your information, but is not complete. Your rights are governed by the
Page 1
<PAGE>
Option Agreement, NOT by this summary. The Company strongly suggests that you
carefully review the full Option Agreement prior to signing this Certificate or
exercising the Option.
Among the terms of the Option Agreement are the following:
TERMINATION OF EMPLOYMENT: While the Option terminates on the Option
Expiration Date, it will terminate earlier if you cease to be employed by the
Company or the direct or indirect subsidiary of the Company with whom you are
employed. If your employment ends as the result of any of the circumstances
described in the Exercise Schedule, above, the terms of that section shall
apply. If your employment ends due to death, the Option terminates eighteen
months after the date of death, and is exercisable during such eighteen-month
period as to the portion of the Option which had vested prior to the date of
death. If your employment ends due to disability, the Option terminates twelve
months after the date of disability, and is exercisable during such twelve-month
period as to the portion of the Option which had vested prior to the date of
disability. If your employment ends primarily as a result of an act of
misconduct described in Section 4(g) of the Plan, or during the period when your
rights under the Option have been suspended by the Company pursuant to that
Section, the Option will terminate immediately. In all other cases, including
retirement, the Option terminates ninety days after the date of termination of
employment, and is exercisable during such time period as to the portion of the
Option which had vested prior to the date of termination of employment. See
Section 5 of the attached Option Agreement.
TRANSFER: The Option is personal to you, and cannot be sold, transferred,
assigned or otherwise disposed of to any other person, except upon your death.
See Section 13(d) of the attached Option Agreement.
EXERCISE: You can exercise the Option (while it is exercisable), in whole
or in part, by delivering to the Company a Notice of Exercise identical to
Exhibit "A" attached to the Option Agreement, accompanied by payment of, or
provision pursuant to the Option Agreement for the payment of, the Exercise
Price for the Shares to be purchased. The Company may require you to submit
certain written assurances to the Company with respect to your status as a
shareholder. The Company will then issue a certificate to you for the Shares you
have purchased. You are under no obligation to exercise the Option. See Section
4 of the attached Option Agreement.
ADJUSTMENTS UPON RECAPITALIZATION: The Option contains provisions which
affect your rights in the event of stock splits, stock dividends, mergers and
other major corporate reorganizations. See Section 6 of the attached Option
Agreement.
WAIVER: By signing this Certificate, you will be agreeing to all of the
terms of the Option Agreement, including those not summarized in this
Certificate. You will waive your rights to options or stock which may otherwise
have been promised to you. See Section 7 of the attached Option Agreement.
WITHHOLDING: The Company may requite you to make any arrangements necessary
to insure the proper withholding of any amount of tax, if any, required to be
withheld by the Company as a result of the exercise of the Option. See Section
10 of the attached Option Agreement.
Page 2
<PAGE>
AGREEMENT
3D Systems Corporation, a Delaware corporation, and Optionee each hereby
agrees to be bound by all of the terms and conditions of the Stock Option
Agreement (Non-Statutory Stock Option) which is attached hereto as Annex I and
incorporated herein by this reference as if set forth in full in this document.
DATED: SEPTEMBER 9, 1999
------------------
3D SYSTEMS CORPORATION
By: /S/ A. SIDNEY ALPERT
-----------------------------------
Its: Vice President, General Counsel
OPTIONEE
Name: /S/ GARY J. SBONA
---------------------------------
GARY J. SBONA
---------------------------------------
Please print your name exactly as you
wish it to appear on any stock
certificates issued to you upon
exercise of the Option)
<PAGE>
EXHIBIT D
STOCK OPTION AGREEMENT
(NON-STATUTORY STOCK OPTION)
This STOCK OPTION AGREEMENT (this "OPTION AGREEMENT") is made and entered
into on the execution date of the Option Certificate to which it is attached
(the "CERTIFICATE"), by and between 3D Systems Corporation, a Delaware
corporation (the "COMPANY"), and the employee of the Company named in the
Certificate ("OPTIONEE").
The Board of Directors of the Company (the "BOARD") has authorized the
grant to Optionee of a non-statutory stock option to purchase shares of the
Company's Common Stock, par value $0.001 per share (the "COMMON STOCK"), upon
the terms and subject to the conditions set forth in this Option Agreement.
The Company and Optionee agree as follows:
13. Grant of Option.
The Company hereby grants to Optionee the right and option (the "OPTION"),
upon the terms and subject to the conditions set forth in this Option Agreement,
to purchase all or any portion of that number of shares of the Common Stock (the
"SHARES") set forth in the Certificate, at the Option exercise price set forth
in the Certificate (the "EXERCISE PRICE").
14. Term of Option.
The Option shall terminate and expire on the Option Expiration Date set
forth in the Certificate, unless sooner terminated as provided herein. In no
event shall the Option be exercisable after the expiration of ten years from the
date it was granted.
15. Exercise Period.
(a) Subject to the provisions of Sections 3(b) and 5 of this Option
Agreement, the Option shall become exercisable (in whole or in part) upon and
after the dates set forth or referred to under the caption "Exercise Schedule"
in the Certificate. The installments shall be cumulative; I.E., the Option may
be exercised, as to any or all Shares covered by an installment, at any time or
times after the installment first becomes exercisable and until expiration or
termination of the Option.
(b) Notwithstanding anything to the contrary contained in this Option
Agreement, the Option may not be exercised, in whole or in part, unless and
until any then-applicable requirements of all federal, state and local laws and
regulatory agencies shall have been fully complied with to the satisfaction of
the Company and its counsel. In addition, if the Company believes that Optionee
has committed an act of misconduct, including an act of embezzlement, fraud,
nonpayment of any obligation owed to the Company or any subsidiary, breach of
fiduciary duty or deliberate disregard of the Company's rules resulting in loss,
damage or injury to the Company, any unauthorized disclosure of trade secrets or
confidential information of the Company, any conduct constituting unfair
competition, or the inducement of any customer of the Company to breach a
contract with
<PAGE>
the Company, the Company may suspend the Optionee's rights under the Option
pending a determination by the Board of Directors, which shall have the right,
as therein provided, to terminate the Option.
16. Exercise of Option.
There is no obligation to exercise the Option, in whole or in part. The
Option may be exercised, in whole or in part, only by delivery to the Company
of:
(a) written notice of exercise in form and substance identical to Exhibit
"A" attached to this Option Agreement stating the number of shares of Common
Stock then being purchased (the "PURCHASE SHARES");
(b) the Exercise Price for each Purchased Share shall be paid in full upon
exercise and shall be payable in cash in United States dollars (including check,
bank draft or money order). The Company will cooperate with any person who
participates in a cashless exercise program of a broker or other agent under
which all or part of the shares received upon exercise of the Option are sold
through the broker or other agent or under which the broker or other agent makes
a loan to such person. Notwithstanding the foregoing, the exercise of the option
shall not be deemed to occur and no shares of Common Stock will be issued by the
Company upon exercise of the Option until the Company has received payment of
the Exercise Price in full. The date of exercise of an Option shall be
determined under procedures established by the Committee.
17. Termination of Employment.
(a) If Employee shall cease to be an employee of the Company, or any direct
or indirect subsidiary of the Company, under any of the circumstances described
in the Option Certificate under the caption "Exercise Schedule" then the terms
of the Option Certificate shall control. To the extent unexercised pursuant to
the option Certificate, the Option shall terminate.
(b) Notwithstanding the provisions of Section 5(a) above, if the Company
believes that Optionee has committed an act of misconduct as described below,
the Company may suspend Optionee's rights under the Option pending a
determination by the Board of Directors of the Company. If the Board of
Directors determines that Optionee has committed an act of embezzlement, fraud,
nonpayment of any obligation owed to the Company or any subsidiary, breach of
fiduciary duty or deliberate disregard of the Company's rules resulting in loss,
damage or injury to the Company, or if an Optionee makes an unauthorized
disclosure of trade secret or confidential information of the Company, engages
in any conduct constituting unfair competition, or induces any customer of the
Company to breach a contract with the Company, neither the Optionee nor his or
her estate shall be entitled to exercise any rights whatsoever with respect to
the Option. In making such determination, the Board of Directors shall act
fairly and shall give the Optionee a reasonable opportunity to appear and
present evidence on his behalf at a hearing before a committee of the Board of
Directors; and if the Optionee is an "employee" under Rule 16a-l(f) of the Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the determination of the Board of Directors
shall be subject to the approval of the Compensation Committee of the Board.
<PAGE>
(c) If, by reason of death or disability (a "SPECIAL TERMINATING EVENT"),
Employee shall cease to be an employee the Company or any direct or indirect
subsidiary of the Company, then Employee, Employee's executors or administrators
or any person or persons acquiring the Option directly from Employee by bequest
or inheritance, shall have the right to exercise the Option (i) in the event of
Employee's disability, within twelve months following the date of such Special
Terminating Event, or (ii) in the event of Employee's death, within eighteen
months following the date of such Special Terminating Event. The Option may be
exercised following a Special Terminating Event only to the extent exercisable
at the date of the Special Terminating Event. To the extent unexercised at the
end of the period referred to above, the Option shall terminate.
(d) If Employee shall cease to be an employee of the Company, for any
reason other than those described in subsections (a), (b), (c) of this Section
5, Employee shall have the right to exercise the Option at any time following
such termination until the earliest to occur of (x) 90 days following the date
of such termination and (y) the expiration of the term of this Option as set
forth in Section 2 of this Option Agreement. The Option may be exercised
following such termination only to the extent exercisable as of the date of the
termination. To the extent unexercised at the end of the period referred to
above, the Option shall terminate.
(e) For purposes of this Option Agreement, "disability" shall mean total
and permanent disability as defined in Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended (the "Code"). Employee shall not be considered
permanently disabled unless he furnishes proof of such disability in such form
and manner, and at such times, as the Committee may from time to time require.
18. Adjustments upon Recapitalization.
In the event of any change in the outstanding shares of the Common Stock or
other securities then subject to this option by reason of any stock split,
reverse stock split, stock dividend, recapitalization, merger, consolidation,
combination or exchange of shares or other similar corporate change, or if the
outstanding securities of the class then subject to this Agreement are exchanged
for or converted into cash, property or a different kind of securities, or if
cash, property or securities are distributed in respect of such outstanding
securities (other than a regular cash divided) then, unless the terms of such
transaction shall otherwise provide, such equitable adjustments shall be made by
the Board, in the Option (including, without limitation, appropriate and
proportionate adjustments to the number and type of shares or other securities
or cash or other property that may be acquired pursuant to exercise of the
Option); and any such adjustments made by the Board shall be final, binding and
conclusive for any and all purposes.
19. Waiver of Rights to Purchase Stock.
By signing this Option Agreement, Optionee acknowledges and agrees that
neither the Company nor any other person or entity is under any obligation to
sell or transfer to Optionee any option or equity security of the Company, other
than the shares of Common Stock subject to the Option and any other right or
option to purchase Common Stock which was previously granted in writing to
Optionee by the Committee (or the Board). By signing this Option Agreement,
Optionee specifically waives all rights which he or she may have had prior to
the date of this Option Agreement (other than any other right or option to
purchase Common Stock which was previously
<PAGE>
granted in writing to Optionee by the Committee or the Board) to receive any
option or equity security of the Company.
20. No Rights as Shareholder.
Except as provided in Section 6 of this Option Agreement, Optionee shall
have no rights as a shareholder with respect to the Shares until the date of the
issuance to Optionee of a stock certificate or stock certificates evidencing
such Shares. Except as may be provided in Section 6 of this Option Agreement, no
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued.
21. Modification.
The Committee (or the Board) may modify, extend or renew the Option or
accept the surrender of, and authorize the grant of a new option in substitution
for, the Option (to the extent not previously exercised); PROVIDED, that a
modification of the Option shall be effective only with the consent of the
Optionee.
22. Withholding.
The Company shall be entitled to require as a condition of delivery of any
Purchased Shares upon exercise of any option that the Optionee agree to remit,
at the time of such delivery or at such later date as the Company may determine,
an amount sufficient to satisfy all federal, state and local withholding tax
requirements relating thereto, and Optionee agrees to take such other action
required by the Company to satisfy such withholding requirements.
23. Character of Option.
The Option is not intended to qualify as an "incentive stock option" as
that term is defined in Section 422 of the Code.
24. General Provisions.
(a) FURTHER ASSURANCES. Optionee shall promptly take all actions and
execute all documents requested by the Company which the Company deems to be
reasonably necessary to effectuate the terms and intent of this Option
Agreement.
(b) NOTICES. All notices, requests, demands and other communications under
this Option Agreement shall be in writing and shall be given to the parties
hereto as follows:
If to the Company, to:
3D Systems Corporation
26081 Avenue Hall
Valencia, CA 91355
Attention: General Counsel
If to Optionee, to the address set
forth in the records of the Company,
<PAGE>
or at such other address or addresses as may have been furnished by such either
party in writing to the other party hereto. Any such notice, request, demand or
other communication shall be effective (i) if given by mail, 72 hours after such
communication is deposited in the mail by first-class certified mail, return
receipt requested, postage prepaid, addressed as aforesaid; or (ii) if given by
any other means, when delivered at the address specified in this subparagraph
(b).
(c) TRANSFER OF RIGHTS UNDER THIS OPTION AGREEMENT. The Company may at any
time transfer and assign its rights and delegate its obligations under this
Option Agreement to any other person, corporation, firm or entity, including its
employees, directors and stockholders, with or without consideration.
(d) OPTION NON-TRANSFERABLE. Optionee may not sell, transfer, assign or
otherwise dispose of the Option except by will or the laws of descent and
distribution, and Options may be exercised during the lifetime of Optionee only
by Optionee or by his or her guardian or legal representative.
(e) MARKET STAND-OFF. In the event of an underwritten public offering by
the Company of its equity securities pursuant to an effective registration
statement filed under the Securities Act of 1933, as amended, Optionee shall not
sell, make any short sale of, loan, hypothecate, pledge, grant any option for
the repurchase of, or otherwise dispose or transfer for value, or otherwise
agree to engage in any of the foregoing transactions with respect to any shares
of Common Stock without the prior written consent of the Company or its
underwriters, for such period of time from and after the effective date of such
registration statement as may be requested by the Company or such underwriters
(the "MARKET STAND-OFF"); provided, however, that in no event shall such period
exceed 180 days.
(f) SUCCESSORS AND ASSIGNS. Except to the extent specifically limited by
the terms and provisions of this Option Agreement, this Option Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors, assigns, heirs and personal representatives.
(g) GOVERNING LAW. THIS OPTION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS
MADE IN, AND TO BE PERFORMED SOLELY WITHIN, THAT STATE.
(h) MISCELLANEOUS. Titles and captions contained in this Option Agreement
are inserted for convenience of reference only and do not constitute a part of
this Option Agreement for any other purpose.
The Signature Page to this Option Agreement consists of the last page of
the Certificate.
<PAGE>
EXHIBIT "A"
NOTICE OF EXERCISE
(TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)
TO: 3D Systems Corporation
The undersigned, the holder of the enclosed Stock Option Agreement
(Non-Statutory Stock Option), hereby irrevocably elects to exercise the purchase
rights represented by the Option and to purchase thereunder _________* shares of
Common Stock of 3D Systems Corporation (the "COMPANY"), and herewith encloses
payment of $_________ and/or _________ shares of the Company's Common Stock in
full payment of the purchase price of such shares being purchased.
Dated: _________________
----------------------------------------
(Signature must conform in all respects
to name of holder as specified
on the face of the Option
----------------------------------------
(Please Print Name)
----------------------------------------
(Address)
* Insert here the number of shares called for on the face of the Option
(or, in the case of a partial exercise, the number of shares being exercised),
in either case without making any adjustment for additional Common Stock of the
Company, other securities or property which, pursuant to the adjustment
provisions of the Option, may be deliverable upon exercise.
EXHIBIT 10.3
OPTION CERTIFICATE
THIS IS TO CERTIFY that 3D Systems Corporation, a Delaware corporation (the
"COMPANY"), has granted to the Officer of the Company named below a
non-statutory stock option (the "OPTION") to purchase shares of the Company's
Common Stock (the "SHARES"), and upon the terms and conditions determined by the
Compensation Committee (the "Committee") of the Board of Directors of the
Company (the "BOARD"), as follows:
NAME OF OPTIONEE: Arthur B. Sims
ADDRESS OPTIONEE: c/o 3D Systems Corporation
26081 Avenue Hall
Valencia, CA 91355
NUMBER OF SHARES: 25,000
OPTION EXERCISE PRICE: $ 6.4113(1) per share
DATE OF GRANT: May 20, 1999
OPTION EXPIRATION DATE: Ten years from the Date of Grant.
EXERCISE SCHEDULE: The Option shall become exercisable with respect to 25%
of the number of shares subject to this Option (rounded up or down to the
nearest whole number) on each of the first four anniversaries of the Date of
Grant, PROVIDED HOWEVER THAT, in the event of an acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") of beneficial
ownership (within the meaning of Rule 13d-3 of the Rules and Regulations of the
Securities and Exchange Commission under the Exchange Act) of at least 51% or
more of the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors, the Option
shall become fully vested and immediately exercisable. Installments shall be
cumulative, and the Option may be exercised as to any and all shares of Common
Stock covered by an installment at any time after the installment becomes
exercisable and prior to the expiration of termination of the Option.
OUTSIDE OF 1996 STOCK INCENTIVE PLAN: The Option has been granted outside
the 1996 Stock Incentive Plan and is not subject to the terms thereof.
SUMMARY OF OTHER TERMS: This Option is defined in the Stock Option
Agreement (Non-Statutory Stock Option) (the "OPTION AGREEMENT") which is
attached to this Option Certificate (the "CERTIFICATE") as Annex I. This
Certificate summarizes certain of the provisions of the Option Agreement for
your information, but is not complete. Your rights are governed by the Option
- ----------------
(1) Based on the 115% of the closing price of the Common Stock on May 3, 1999.
Page 1
<PAGE>
Agreement, NOT by this summary. The Company strongly suggests that you carefully
review the full Option Agreement prior to signing this Certificate or exercising
the Option.
Among the terms of the Option Agreement are the following:
TERMINATION OF EMPLOYMENT: While the Option terminates on the Option
Expiration Date, it will terminate earlier if you cease to be employed by the
Company or the direct or indirect subsidiary of the Company with whom you are
employed (transfer of employment from one subsidiary to another will not
constitute termination of employment). If your employment ends due to retirement
or death, the Option terminates eighteen months after the date of retirement or
death, and is exercisable during such eighteen-month period as to the portion of
the Option which had vested prior to the date of retirement or death. If your
employment ends due to disability, the Option terminates twelve months after the
date of disability, and is exercisable during such twelve-month period as to the
portion of the Option which had vested prior to the date of disability. If your
employment ends primarily as a result of an act of misconduct described in
Section 5(b) of the Option Agreement, or during the period when your rights
under the Option have been suspended by the Company pursuant to Section 5 (b),
the Option will terminate immediately. In all other cases, the Option terminates
ninety days after the date of termination of employment, and is exercisable
during such time period as to the portion of the Option which had vested prior
to the date of termination of employment. See Section 5 of the attached Option
Agreement.
TRANSFER: The Option is personal to you, and cannot be sold, transferred,
assigned or otherwise disposed of to any other person, except upon your death.
See Section 13(d) of the attached Option Agreement.
EXERCISE: You can exercise the Option (while it is exercisable), in whole
or in part, by delivering to the Company a Notice of Exercise identical to
Exhibit "A" attached to the Option Agreement, accompanied by payment of, or
provision pursuant to the Option Agreement for the payment of, the Exercise
Price for the Shares to be purchased. The Company may require you to submit
certain written reassurances to the Company with respect to your status as a
shareholder. The Company will then issue a certificate to you for the Shares you
have purchased. You are under no obligation to exercise the Option. See Section
4 of the attached Option Agreement.
RELOAD OPTION: If and to the extent that the Exercise Price is paid by
delivery of shares of the Company's Common Stock (see Section 4(b) of the
attached Option Agreement), you will automatically be granted a new option (a
"Reload Option") for a like number of shares, with an exercise price equal to
the market value of a share of Common Stock on the date of exercise, and a term
equal to the term of the Option. See Section 4(d) of the attached Option
Agreement.
ADJUSTMENTS UPON RECAPITALIZATION: The Option contains provisions which
affect your rights in the event of stock splits, stock dividends, mergers and
other major corporate reorganizations. See Section 6 of the attached Option
Agreement.
WAIVER: By signing this Certificate, you will be agreeing to all of the
terms of the Option Agreement, including those not summarized in this
Certificate. You will waive your rights to options or stock which may otherwise
have been promised to you. See Section 7 of the attached Option Agreement.
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<PAGE>
WITHHOLDING: The Company may require you to make any arrangements necessary
to insure the proper withholding of any amount of tax, if any, required to be
withheld by the Company as a result of the exercise of the Option. See Section
10 of the attached Option Agreement.
Page 3
<PAGE>
AGREEMENT
3D Systems Corporation, a Delaware corporation, and Optionee each hereby
agrees to be bound by all of the terms and conditions of the Stock Option
Agreement (Non-Statutory Stock Option) which is attached hereto as Annex I and
incorporated herein by this reference as if set forth in full in this document.
DATED: MAY 20, 1999
-------------------------
3D SYSTEMS CORPORATION
By: /S/ A. SIDNEY ALPERT
------------------------------------
Its: Vice President and General Counsel
OPTIONEE
Name: /S/ ARTHUR B. SIMS
----------------------------------
ARTHUR B. SIMS LIVING TRUST DATED 2/5/98
----------------------------------------
(Please print your name
exactly as you wish it to
appear on any stock
certificates issued to you
upon exercise of the
Option)
<PAGE>
ANNEX I
STOCK OPTION AGREEMENT
(NON-STATUTORY STOCK OPTION)
This STOCK OPTION AGREEMENT (this "OPTION AGREEMENT") is made and entered
into on the execution date of the Option Certificate to which it is attached
(the "CERTIFICATE"), by and between 3D Systems Corporation, a Delaware
corporation (the "COMPANY"), and the Officer of the Company named in the
Certificate ("OPTIONEE").
The Board of Directors of the Company (the "BOARD") has authorized the
grant to Optionee of a non-statutory stock option to purchase shares of the
Company's Common Stock, par value $0.001 per share (the "COMMON STOCK"), upon
the terms and subject to the conditions set forth in this Option Agreement.
The Company and Option agree as follows:
1. GRANT OF OPTION.
The Company hereby grants to Optionee the right and option (the "OPTION"),
upon the terms and subject to the conditions set forth in this Option Agreement,
to purchase all or any portion of that number of shares of the Common Stock (the
"SHARES") set forth in the Certificate, at the Option exercise price set forth
in the Certificate (the "EXERCISE PRICE").
2. TERM OF OPTION.
The Option shall terminate and expire on the Option Expiration Date set
forth in the Certificate, unless sooner terminated as provided herein. In no
event shall the Option be exercisable after the expiration of ten years from the
date it was granted.
3. EXERCISE PERIOD.
(a) Subject to the provisions of Sections 3(b) and 5 of this Option
Agreement, the Option shall become exercisable (in whole or in part) upon and
after the dates set forth or referred to under the caption "Exercise Schedule"
in the Certificate. The installments shall be cumulative; i.e., the Option may
be exercised, as to any or all Shares covered by an installment, at any time or
times after the installment first becomes exercisable and until expiration or
termination of the Option.
(b) Notwithstanding anything to the contrary contained in this Option
Agreement, the Option may not be exercised, in whole or in part, unless and
until any then applicable requirements of all federal, state and local laws and
regulatory agencies shall have been fully complied with to the satisfaction of
the Company and its counsel. In addition, if the Company believes that Employee
has committed an Act of Misconduct, including an act of embezzlement, fraud,
nonpayment of any obligation owed to the Company or any subsidiary, breach of
fiduciary duty or deliberate disregard of the Company's rules resulting in loss,
damage or injury to the Company, any unauthorized disclosure of trade secrets or
confidential information of the Company, any conduct constituting unfair
competition, or the inducement of any customer of the Company to breach a
contract with
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<PAGE>
the Company), the Company may suspend the Employee's rights under the Option
pending a determination by the Board of Directors, which shall have the right,
as therein provided, to terminate the Option.
4. EXERCISE OF OPTION.
There is no obligation to exercise the Option, in whole or in part. The
Option may be exercised, in whole or in part, only by delivery to the Company
of:
(a) written notice of exercise in form and substance identical to Exhibit
"A" attached to this Option Agreement stating the number of shares of Common
Stock then being purchased (the "PURCHASED SHARES");
(b) the Exercise Price for each Purchased Share shall be paid in full upon
exercise and shall be payable in cash in United States dollars (including check,
bank draft or money order); PROVIDED, HOWEVER, that in lieu of cash the person
exercising the Option may pay the Exercise Price in whole or in part by
delivering to the Company shares of the Common Stock having a fair market value
on the date of exercise of the Option, determined as provided in Section 4(c),
equal to the Exercise Price for the Shares being purchased; except that (i) any
portion of the Exercise Price representing a fraction of a Share shall in any
event be paid in cash and (ii) no shares of the Common Stock which have been
held for less than six months may be delivered in payment of the Exercise Price
of an Option. Delivery of shares may also be accomplished through the effective
transfer to the Company of shares held by a broker or other agent. The Company
will also cooperate with any person who participates in a cashless exercise
program of a broker or other agent under which all or part of the shares
received upon exercise of the Option are sold through the broker or other agent
or under which the broker or other agent makes a loan to such person.
Notwithstanding the foregoing, the exercise of the Option shall not be deemed to
occur and no shares of Common Stock will be issued by the Company upon exercise
of the Option until the Company has received payment of the Exercise Price in
full. The date of exercise of an Option shall be determined under procedures
established by the Committee.
(c) If payment is made, in whole or in part, by transfer to the Corporation
of issued and outstanding shares of Common Stock, the value of such shares shall
be the mean between the following prices, as applicable, for the date as of
which fair market value is to be determined as quoted in THE WALL STREET JOURNAL
(or in such other reliable publication as the Company, in its discretion, may
determine to rely upon): (i) if the Common Stock is listed on a United States
securities exchange, the highest and lowest sales prices per share of Common
Stock for such date on the principal United States securities exchange on which
the Common Stock is listed, or (ii) if the Common Stock is not 1isted on any
such exchange, the highest and lowest sales prices per share of the Common Stock
for such date on the Nasdaq National Market or any successor system then in use.
If there are no such sale price quotations for the date as of which fair market
value is to be determined but there are such sale price quotations within a
reasonable period both before and after such date, then fair market value shall
be determined by taking an average of the means between the highest and lowest
sales prices per share of the Common Stock as so quoted on the nearest date
before and the nearest data after the date as of which fair market value is to
be determined. If there are no such sale price quotations on or within a
reasonable period both before and after the date as of which fair market value
is to be determined, then fair market value of the Common Stock shall be the
mean between the bona fide bid and asked prices per share of Common Stock as so
quoted for
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<PAGE>
such date on Nasdaq, or if none, the average of the means between such bid and
asked prices on the nearest trading date before and the nearest trading date
after the data as of which fair market value is to be determined, if both such
dates are within a reasonable period. If the fair market value of the Common
Stock cannot be determined on the basis set forth above, the Committee shall in
good faith determine the fair market value of the Common Stock as of such date.
(d) If Employee delivers shares of Common Stock in payment of the Exercise
Price of the Option, as provided in Paragraph 4(b) above, the Employee shall be
automatically granted the additional right and option (the "Reload Option") to
purchase all or any portion of that number of shares of Common Stock equal to
the number of shares of Common Stock so delivered upon exercise of the Option.
Each Reload Option shall (i) have a per Share Exercise Price equal to the fair
market value of the Common Stock on the date of exercise of the Option to which
such Reload Option relates, determined pursuant to Section 4(c) of this Option
Agreement; (ii) have a term no longer than the remaining term of the Option at
the time of exercise; (iii) become exercisable in full from and after that date
which is six months following its date of grant; and (iv) otherwise have terms
and conditions identical to the Option. The Company shall promptly following the
grant of a Reload Option prepare and deliver to Employee a written option
agreement memorializing the grant of such Reload Option; but the failure to
prepare and deliver such documentation shall not affect the continuing validity
and enforceability of such Reload Option.
5. TERMINATION OF EMPLOYMENT.
(a) If Employee shall cease to be an employee of the Company, or any direct
or indirect subsidiary of the Company, (other than as the result of the transfer
of employment of Employee to another corporation which is the Company, or any
direct or indirect subsidiary of the Company) for any reason other than
retirement, death or permanent disability (a "TERMINATING EVENT"), Employee
shall have the right, subject to the provisions of Section 5(b) below, to
exercise the Option at any time following such Terminating Event until the
earliest to occur of (x) 90 days following the date of such Terminating Event
and (y) the expiration of the term of this Option as set forth in Section 2 of
this Option Agreement. The Option may be exercised following a Terminating Event
only to the extent exercisable as of the date of the Terminating Event. To the
extent unexercised at the end of the period referred to above, the Option shall
terminate. The Committee, in its sole and absolute discretion, shall determine
whether authorized leaves of absence shall constitute termination of employment
for purposes of this Option Agreement.
(b) Notwithstanding the provisions of Section 5(a) above, if the Company
believes that an Employee has committed an act of misconduct as described below,
the Company may suspend the Employee's rights under the Option pending a
determination by the Board of Directors of the Company. If the Board of
Directors determines that an Employee has committed an act of embezzlement,
fraud, nonpayment of any obligation owed to the Company or any subsidiary,
breach of fiduciary duty or deliberate disregard of the Company's rules
resulting in loss, damage or injury to the Company, or if an Employee makes an
unauthorized disclosure of trade secret or confidential information of the
Company, engages in any conduct constituting unfair competition, or induces any
customer of the Company to breach a contract with the Company, neither the
Employee nor his or her estate shall be entitled to exercise any rights
whatsoever with respect to the Option. In making such determination, the Board
of Directors shall act fairly and shall give the Employee a reasonable
opportunity to appear and present evidence on his or her behalf at a hearing
before a committee of the Board of Directors; and if the Employee is an
"officer" under Rule 16a-1(f) of the
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<PAGE>
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the determination of the Board of
Directors shall be subject to the approval of the Committee.
(c) If, by reason of retirement, death or disability (a "SPECIAL
TERMINATING EVENT"), Employee shall cease to be an employee the Company or any
direct or indirect subsidiary of the Company (other than as the result of the
transfer of employment of Employee to another corporation which is the Company,
or any direct or indirect subsidiary of the Company), then Employee, Employee's
executors or administrators or any person or persons acquiring the Option
directly from Employee by bequest or inheritance, shall have the right to
exercise the Option (i) in the event of Employee's disability, within twelve
months following the date of such Special Terminating Event, or (ii) in the
event of Employee's retirement, or in the event of Employee's death, within
eighteen months of either Special Terminating Event. The Option may be exercised
following a Special Terminating Event only to the extent exercisable at the date
of the Special Terminating Event. To the extent unexercised at the end of the
period referred to above, the Option shall terminate.
(d) For purposes of this Option Agreement, "disability" shall mean total
permanent disability as defined in Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended (the "Code"). Employee shall not be considered permanently
disabled unless he furnishes proof of such disability in such form and manner,
and at such times, as the Committee may from time to time require.
6. ADJUSTMENTS UPON RECAPITALIZATION.
In the event of any change in the outstanding shares of the Common Stock or
other securities then subject to this option by reason of any stock split,
reverse stock split, stock dividend, recapitalization, merger, consolidation,
combination or exchange of shares or other similar corporate change, or if the
outstanding securities of the class then subject to this Agreement are exchanged
for or converted into cash, property or a different kind of securities, or if
cash, property or securities are distributed in respect of such outstanding
securities (other than a regular cash divided) then, unless the terms of such
transaction shall otherwise provide, such equitable adjustments shall be made by
the Board, or the Committee, in the Option (including, without limitation,
appropriate and proportionate adjustments to the number and type of shares or
other securities or cash or other property that may be acquired pursuant to
exercise of the Option); and any such adjustments made by the Board or the
Committee shall be final, binding and conclusive for any and all purposes.
7. WAIVER OF RIGHTS TO PURCHASE STOCK.
By signing this Option Agreement, Employee acknowledges and agrees that
neither the Company nor any other person or entity is under any obligation to
sell or transfer to Employee any option or equity security of the Company, other
than the shares of Common Stock subject to the Option and any other right or
option to purchase Common Stock which was previously granted in writing to
Employee by the Committee (or the Board). By signing this Option Agreement,
Employee specifically waives all rights which he or she may have had prior to
the date of this Option Agreement (other than any other right or option to
purchase Common Stock which was previously granted in writing to Employee by the
Committee or the Board) to receive any option or equity security of the Company.
Page 4
<PAGE>
8. NO RIGHTS AS SHAREHOLDER.
Except as provided in Section 6 of this Option Agreement, Employee shall
have no rights as a shareholder with respect to the Shares until the date of the
issuance to Employee of a stock certificate or stock certificates evidencing
such Shares. Except as may be provided in Section 6 of this Option Agreement, no
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued.
9. MODIFICATION.
The Committee (or the Board) may modify, extend or renew the Option or
accept the surrender of, and authorize the grant of a new option in substitution
for, the Option (to the extent not previously exercised); PROVIDED, that a
modification of the Option shall be effective only with the consent of the
Optionee.
10. WITHHOLDING.
The Company shall be entitled to require as a condition of delivery of any
Purchased Shares upon exercise of any Option that the Optionee agree to
transmit, at the time of such delivery or at such later date as the Company may
determine, an amount sufficient to satisfy all federal, state and local
withholding tax requirements relating thereto, and Optionee agrees to take such
other action required by the Company to satisfy such withholding requirements.
11. SERVICES OF OPTION HOLDER.
In consideration for the grant of the Option, Employee agrees to remain in
the employ of, and shall continue to render services to, the Company or any
direct or indirect subsidiary of the Company, as the Committee may from time to
time direct, for a period of one year from the date of this Option Agreement.
This provision shall not obligate the Company, or such subsidiary, to continue
to employ, or utilize the services of, Employee for any period whatsoever. The
sole remedy to the Company should Employee breach his or her obligations under
this Section 11 shall be to cancel this Option Agreement and the Option granted
under this Option Agreement. For the purposes of this Option Agreement, the term
"subsidiary" shall mean any present or future corporation which would be a
"subsidiary corporation" of the Company, as defined in Section 424 of the Code.
12. CHARACTER OF OPTION.
The Option is not intended to qualify as an "incentive stock option" as
that term is defined in Section 422 of the Code.
13. GENERAL PROVISIONS.
(a) FURTHER ASSURANCES. Employee shall promptly take all actions and
execute all documents requested by the Company which the Company deems to be
reasonably necessary to effectuate the terms and intent of this Option
Agreement.
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(b) NOTICES. All notices, requests, demands and other communications under
this Option Agreement shall be in writing and shall be given to the parties
hereto as follows:
1. If to the Company, to:
3D Systems Corporation
26081 Avenue Hall
Valencia, CA 91355
Attention: General Counsel
2. If to Employee, to the address set
forth in the records of the Company,
or at such other address or addresses as may have been furnished by such either
party in writing to the other party hereto. Any such notice, request, demand or
other communication shall be effective (i) if given by mail, 72 hours after such
communication is deposited in the mail by first-class certified mail, return
receipt requested, postage prepaid, addressed as aforesaid; or (ii) if given by
any other means, when delivered at the address specified in this subparagraph
(b).
(c) TRANSFER OF RIGHTS UNDER THIS OPTION AGREEMENT. The Company may at any
time transfer and assign its fights and delegate its obligations under this
Option Agreement to any other person, corporation, firm or entity, including its
officers, directors and stockholders, with or without consideration.
(d) OPTION NON-TRANSFERABLE. Employee may not sell, transfer, assign or
otherwise dispose of the Option except by will or the laws of descent and
distribution, and Options may be exercised during the lifetime of Employee only
by Employee or by his or her guardian or legal representative.
(e) MARKET STAND-OFF. In the event of all underwritten public offering by
the Company of its equity securities pursuant to an effective registration
statement filed under the Securities Act of 1933, as amended, Employee shall not
sell, make any short sale of, loan, hypothecate, pledge, grant any option for
the repurchase of, or otherwise dispose or transfer for value, or otherwise
agree to engage in any of the foregoing transactions with respect to any shares
of Common Stock without the prior written consent of the Company or its
underwriters, for such period of time from and after the effective date of such
registration statement as may be requested by the Company or such underwriters
(the "MARKET STAND-OFF"); provided, however, that in no event shall such period
exceed 180 days.
(f) SUCCESSORS AND ASSIGNS. Except to the extent specifically limited by
the terms and provisions of this Option Agreement, this Option Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors, assigns, heirs and personal representatives.
(g) GOVERNING LAW. THIS OPTION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS
MADE IN, AND TO BE PERFORMED SOLELY WITHIN, THAT STATE.
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(h) MISCELLANEOUS. Titles and captions contained in this Option Agreement
are inserted for convenience of reference only and do not constitute a part of
this Option Agreement for any other purpose.
The Signature Page to this Option Agreement consists of the last page of
the Certificate.
<PAGE>
EXHIBIT "A"
NOTICE OF EXERCISE
(TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)
TO: 3D Systems Corporation
The undersigned, the holder of the enclosed Stock Option Agreement
(Non-Statutory Stock Option), hereby irrevocably elects to exercise the purchase
rights represented by the Option and to purchase thereunder _________* shares of
Common Stock of 3D Systems Corporation (the "COMPANY"), and herewith encloses
payment of $_________ and/or _________ shares of the Company's Common Stock in
full payment of the purchase price of such shares being purchased.
Dated: _________________
----------------------------------------
(Signature must conform in all respects
to name of holder as specified
on the face of the Option)
----------------------------------------
(Please Print Name)
----------------------------------------
(Address)
* Insert here the number of shares called for on the face of the Option
(or, in the case of a partial exercise, the number of shares being exercised),
in either case without making any adjustment for additional Common Stock of the
Company, other securities or property which, pursuant to the adjustment
provisions of the Option, may be deliverable upon exercise.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 14, 2000 relating to the
financial statements and financial statement schedule of 3D Systems Corporation,
which appears in 3D Systems Corporation's Annual Report on Form 10-K for the
year ended December 31, 1999.
/S/ PRICEWATERHOUSECOOPERS LLP
- -------------------------------------
PricewaterhouseCoopers LLP
Woodland Hills, California
May 5, 2000
