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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED TO PURSUANT TO
RULE 13d-2(a)
(Amendment No. 12)
3D Systems Corporation
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
885 54E 10 4
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(CUSIP Number)
John Lynch
Ciba Specialty Chemicals Canada Inc.
7030 Century Avenue
Mississauga, Ontario, Canada L5N 2V8
(905) 812-6145
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 20, 2000
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box.
Note. Schedules filed in paper format shall include signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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This Amendment No. 12 to a Statement on Schedule 13D (the "Schedule 13D")
relates to the common stock, par value $0.001 per share (the "Common Stock"), of
3D Systems Corporation, a Delaware corporation ("3D Systems" or the "Issuer").
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and supplemented by adding the
following information.
Schedule 1 hereto, which sets forth the name, business address, present
principal occupation or employment and citizenship of the executive officers and
members of the Board of Directors of each of the Reporting Persons, and is
incorporated herein by reference, is amended as set forth on Schedule 1 hereto.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the
following information.
Pursuant to the terms and subject to the conditions of an agreement, (the "3D
Systems Sale Agreement"), dated as of May 20, 2000, between Ciba Specialty
Chemicals Holding Inc., a Swiss corporation ("Ciba SC") and parent company to
Ciba Specialty Chemicals Canada Inc. ("Ciba Canada"), and Avanti No. 3 S.A., a
Luxembourg corporation ("Avanti"), as more fully described in Item 6 hereof, in
exchange for CHF 27 million, Ciba SC intends to cause Ciba Canada to sell to
Avanti the 1,725,366 shares owned by Ciba Canada in 3D Systems representing
approximately 14.4% of the issued share capital of 3D Systems.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the
following information.
Pursuant to the 3D Systems Sale Agreement, in exchange for CHF 27 million, Ciba
SC will, promptly following the closing of the sale of the Performance Polymers
Business of Ciba SC to Avanti, pursuant to a transaction agreement dated as of
December 14, 1999, cause Ciba Canada to sell to Avanti the 1,725,366 shares in
3D Systems representing approximately 14.4% of the issued share capital of 3D
Systems, subject to (1) the rights of first refusal under the Shareholders
Agreement dated April 10, 1991 among 1726 Holding Ltd., a British Columbia
corporation ("1726"), Lionheart Capital Corp., a British Columbia corporation
("Lionheart"), 3-D Systems Inc., a British Columbia corporation (3-D Canada),
and Raymond S. Freed, Charles W. Hull, Bethany Griffiths, Virginia Hiramatsu,
Paul B. Warren and Edwin J. Kaftal, (collectively, the "Founders"), as amended
by an agreement dated May 5, 1993 among 1726, Lionheart, 3-D Canada, the
Founders and 3D Systems, having not been exercised during the relevant period
and being no longer exercisable and (2) filing of notifications by Ciba SC and
Avanti under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR
Act") and the
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passage of the waiting period under the HSR Act or clearance or early
termination having occurred.
Item 7. Material to be Filed as Exhibits.
(12) 3D Systems Sale Agreement, dated as of May 20, 2000, between Ciba Specialty
Chemicals Holding Inc. and Avanti No. 3 S.A.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
CIBA SPECIALTY CHEMICALS CANADA INC.
By: /s/ John Lynch
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John Lynch
Secretary, Treasurer
and Chief Financial Officer
Dated: May 23, 2000
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INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
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(12) 3D Systems Sale Agreement, dated as of May 20, 2000,
between Ciba Specialty Chemicals Holding Inc. and
Avanti No. 3 S.A.
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SCHEDULE 1
Schedule 1 is hereby amended and restated to include the following information.
Members of the Board of Directors and Executive Officers of Ciba
Specialty Chemicals Canada Inc. ("SC Canada")
The name, address, citizenship and present principal
occupation or employment of each of the directors and executive officers
of SC Canada are set forth below. Unless otherwise indicated below, each
occupation set forth opposite an individual's name refers to employment
with SC Canada.
Name, Function & Present Principal Occupation or
Business Address Citizenship Employment
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James J. Usilton, United Vice President- President, Additives
Director States Division, Ciba Specialty Chemicals
540 White Plains Road Corporation, (US)
Tarrytown, NY 10591
John Lynch, Canada Vice President and Chief Financial
Director Officer
7030 Century Avenue
Mississauga, Ontario
Canada
L5N 2V8
Claudio D'Ambrosio, Canada President
Director
2270 Argentia Road
Mississauga, Ontario
Canada
L5N 6A6
Paul Babiak, Canada Vice President
Director President, Colors Division
2270 Argentia Road
Mississauga, Ontario
Canada
L5N 6A6
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Stanley Sherman, United Director and Chairman, President
Director States and Chief Executive Officer -
560 White Plains Road Ciba Specialty Chemicals
P.0. Box 2005 Corporation (US)
Tarrytown, NY
10591-2005
Members of the Board of Directors and Executive Officers of Ciba
Specialty Chemicals Holding Inc. ("SCH")
The name, address, citizenship and present principal occupation or
employment of each of the directors and executive officers of SCH are set forth
below. Unless otherwise indicated below, each occupation set forth opposite an
individual's name refers to employment with SCH.
Name, Function & Present Principal Occupation or
Business Address Citizenship Employment
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Rolf A. Meyer Switzerland Chief Executive Officer, SCH
Chairman and Chief Member of the boards
Executive Officer of directors of UBS AG and
c/o Ciba Specialty
Chemicals Holding Inc. Siber
Klybeckstrasse 141 Hegner
CH-4002
Basle, Switzerland
Erwin W. Heri Switzerland Chief Financial Officer
Director Winterthur Company
c/o Ciba Specialty
Chemicals Holding Inc.
Klybeckstrasse 141
CH-4002
Gertrud Hohler Germany Member of the boards
Director of Baloise-Holding and
c/o Ciba Specialty Georg Fischer Ltd., management
Chemicals Holding Inc. consultant, humanities professor
Klybeckstrasse 141 and author
CH-4002
Basle, Switzerland
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Jean-Marie Pierre France Professor of Chemistry and Chair
Lehn, Director of Chemistry of Molecular
c/o Ciba Specialty Interactions at College de
Chemicals Holding Inc. France, Nobel prize for
Klybeckstrasse 141 Chemistry 1987
CH-4002
Basle, Switzerland
Kurt Feller Switzerland President and Chief Executive
Director Officer, Rieter Group
c/o Ciba Specialty
Chemicals Holding Inc.
Klybeckstrasse 141
CH-4002
Basle, Switzerland
Peter Littmann Germany Former Chief Executive,
Director Wunsche Aktiengesellschaft
c/o Ciba Specialty
Chemicals Holding Inc.
Klybeckstrasse 141
CH-4002
Basle, Switzerland
Armin Meyer Switzerland Executive Vice President,
Vice Chairman Head of the ABB Building
c/o Ciba Specialty Technologies Segment
Chemicals Holding Inc. and Member of the ABB
Klybeckstrasse 141 Group Executive Committee
CH-4002
Basle, Switzerland
Uli Sigg Switzerland Chairman of the board of
Director Ringier Group
c/o Ciba Specialty
Chemicals Holding Inc.
Klybeckstrasse 141
CH-4002
Basle, Switzerland
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Michael Jacobi Switzerland Chief Financial
c/o Ciba Specialty Officer
Chemicals Holding Inc.
Klybeckstrasse 141
CH-4002
Basle, Switzerland
Reinhard Neubeck Germany Head of Additives
c/o Ciba Specialty division. Member of the
Chemicals Holding Inc. board, Sarna Kunststoff
Klybeckstrasse 141 Holding AG
CH-4002
Basle, Switzerland
Martin Riediker Switzerland Head of Consumer
c/o Ciba Specialty Care
Chemicals Holding Inc. division
Klybeckstrasse 141
CH-4002
Basle, Switzerland
Jean-Luc Schwitzguebel Switzerland Head of Colors
c/o Ciba Specialty division
Chemicals Holding Inc.
Klybeckstrasse 141
CH-4002
Basle, Switzerland
Franz Gerny Switzerland Head of
c/o Ciba Specialty International
Chemicals Holding Inc. Coordination and
Klybeckstrasse 141 Human Resources
CH-4002 Member of the board,
Basle, Switzerland Balcab AG and Chairman,
Burkhalter Holding AG
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Hans-Ulrich Muller Switzerland Head Group Service Law &
c/o Ciba Specialty Environment, Secretary to the board
Chemicals Holding Inc. of SCH, Chairman of the board and
Klybeckstrasse 141 Chief Executive Officer, Hermann
CH-4002 Basel Buhler AG
Rodolfo Ciucci Italy Head of Corporate Communications
c/o Ciba Specialty
Chemicals Holding Inc.
Klybeckstrasse 141
CH-4002
Basle, Switzerland
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Agreement made as of May 20, 2000 between Ciba Specialty Chemicals Holding
Inc. a Swiss Corporation (Ciba SC) and AVANTI No3 S.A., a Luxembourg Corporation
(Buyer).
1. Sale of Shares in 3D Systems Corporation
Promptly following the Closing of the sale of the Performance Polymers
Business of Ciba SC to Buyer (the date on which closing occurs being hereinafter
referred to as the Performance Polymers Closing Date), Ciba SC shall procure
that its subsidiary, Ciba Specialty Chemicals Canada, Inc. (Ciba Canada), sells
the 1,725,366 shares (the 3D Shares) in 3D Systems Corporation (3D Systems)
representing 14.4% of the issued share capital of 3D Systems, a Delaware
corporation, owned by Ciba Canada to Buyer or as it shall direct for the amount
of CHF 27 million (the "3D System Purchase Price") subject to (1) the rights of
first refusal under the Shareholders Agreement (the 3D Shareholders Agreement),
dated April 10, 1991 among 1726 Holdings Ltd. (1726), a British Columbia
Corporation, Lionheart Capital Corp. (Lionheart), a British Columbia
Corporation, 3-D Systems Inc. (3-D Canada), a British Columbia Corporation, and
Raymond S. Freed, Charles W. Hull, Bethany Griffiths, Virginia Hiramatsu, Paul
B. Warren and Edwin J. Kaftal, (Freed, Hull, Griffiths, Hiramatsu, Warren and
Kaftal being hereinafter referred to as the Founders), as amended by an
agreement dated May 5, 1993 among 1726, Lionheart, 3-D Canada, the Founders and
3D Systems not having been exercised during the relevant period and being no
longer exercisable and (2) filing of notifications by Ciba SC and Buyer under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act) and the
passage of the waiting period under such HSR Act or clearance or early
termination having occurred. Ciba SC shall promptly after the Performance
Polymers Closing Date give notice to the Founders under the 3D Shareholders
Agreement, providing the Founders the opportunity to exercise the right of first
refusal provided under the 3D Shareholders Agreement. Ciba SC and Buyer shall
promptly after the Performance Polymers Closing Date file a notification under
the HSR Act with respect to the sale of the shares and shall diligently pursue
the completion of the notification under the HSR Act. In the event the Founders
exercise their right of first refusal under the 3D Shareholders Agreement, Ciba
SC shall promptly give notice of such exercise to Buyer and thereupon, Ciba SC
shall have no further obligation to sell to Buyer or to indemnify Buyer for its
failing to sell, and Buyer shall have no further obligation to purchase from
Ciba SC, the 3D Shares. Ciba SC and Buyer shall complete the sale of the 3D
Shares to Buyer within 10 days after the later of (i) the Founders have failed
to exercise their right of first refusal under the 3D Shareholder Agreement so
that they are no longer entitled to exercise such right of first refusal and
(ii) the passage of the waiting period or clearance under the HSR Act. The
obligation of Ciba Canada to sell the 3D Shares and of the Buyer to purchase
such 3D Shares shall terminate if the sale of such 3D Shares has not been
completed by January 31, 2001. At the time of the transfer of the 3D Shares to
Buyer, or as it shall direct, Buyer shall pay the 3D Systems Purchase Price to
Ciba SC in cash. Buyer acknowledges that it is aware of the restrictions
pursuant to applicable US securities laws with respect to the resale of the 3D
Shares. If in accordance with the terms of this Section 2.8, the Buyer shall
cease to have an obligation to purchase the 3D Shares, the Purchase Price of the
Performance Polymers Business under the Transaction Agreement dated
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December 14, 1999 between the parties hereto as amended by the Amendment dated
May 20, 2000 shall be permanently reduced by CHF 27 million and Buyer shall
retain the 3D Systems Purchase Price.
2. Successors and Assigns
No party may assign, delegate or otherwise transfer any of its rights or
obligations under this Agreement without the consent of the other party,
provided, however, that either party may assign its rights hereunder to any
corporation which is owned directly or indirectly by such party, provided that
the assigning party shall remain jointly and severally liable with the assignee
with respect to any obligations under this Agreement.
3. Governing Law
This Agreement shall be construed in accordance with and governed by the
laws of Switzerland (without regard to the choice of law provisions thereof and
under the exclusion of the United Nations Convention on Contracts for
International Sale of Goods of April 11, 1980).
4. Jurisdiction
Any dispute, controversy or claim arising out of or relating to this Agreement
or the breach, termination or invalidity thereof, shall exclusively be settled
by arbitration in accordance with the London Court of International Arbitration
Rules, as amended. In addition, or in exception as the case may be, to such
rules, Ciba SC and Buyer agree on the following rules with respect to the
arbitration:
(a) The number of arbitrators shall be three and each party shall appoint one
arbitrator and the two party-appointed arbitrators shall appoint the
chairman. In case (i) the defendant party fails to appoint its arbitrator
within thirty days of receipt of the claimant party's request for
arbitration or (ii) if the two party-appointed arbitrators fail to nominate
the chairman within forty days of the nomination of the defendant party-
appointed arbitrator, the appointing authority shall appoint (x) the second
party-appointed arbitrator (who then, together with the plaintiff party-
appointed arbitrator, shall appoint the chairman in accordance with the
above) or (y) the chairman, whatever the case is. In case the claimant
party fails to appoint its arbitrator, the request for arbitration shall
not be deemed to be valid.
(b) The appointing authority shall be the London Court of International
Arbitration.
(c) The chairman shall be of a nationality other than Swiss, German or British.
All arbitrators shall not be older than the age of sixty-five at the time
of their appointment.
(d) The language of the arbitration shall be the English language.
(e) The arbitration shall have its seat in London. The arbitrators shall be
free to hold hearings and meetings elsewhere.
(f) The parties hereby expressly waive the right to avail themselves of any
defense of non-arbitrability and of any privileges or immunities from
jurisdiction, suit or execution/enforcement with respect to any proceedings
instituted in connection with
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this Agreement before any panel of arbitrators appointed in accordance with
these provisions or any state courts (including the state courts which
could have jurisdiction to deal with interim measures of protection,
attachments or recognition or enforcement proceedings).
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be duly
executed by their respective authorized officers on the day and year first above
written.
CIBA SPECIALTY CHEMICALS HOLDING INC.
By: /s/ Peter Rudolph
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Name: Peter Rudolph
Title: Assistant General Counsel
(By special Power of Attorney)
AVANTI No3 S.A.
By: /s/ Tom Leader
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Name: Tom Leader
Title: Director
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