-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VLiAmzNef3AW7kSkt64OEC4tNTBcy7D0T215oLY+uYMxErXZWkswNkK0dRir18/C V3g5sWIa8Tei43C5dkEzPw== 0000912057-97-011768.txt : 19970404 0000912057-97-011768.hdr.sgml : 19970404 ACCESSION NUMBER: 0000912057-97-011768 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970403 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3 D SYSTEMS CORP CENTRAL INDEX KEY: 0000910638 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954431352 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22250 FILM NUMBER: 97573872 BUSINESS ADDRESS: STREET 1: 26081 AVENUE HALL CITY: VALENCIA STATE: CA ZIP: 91355 BUSINESS PHONE: 8052955600 MAIL ADDRESS: STREET 1: 26081 AVENUE HALL CITY: VALENCIA STATE: CA ZIP: 91355 10-K/A 1 FORM 10-K/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-22250 3D SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 95-4431352 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 26081 Avenue Hall Valencia, California 91355 (Address of principal executive offices and zip code) (805) 295-5600 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common stock, $.001 par value Preferred Stock Purchase Rights Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . ---- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this 10-K or any Amendment to this Form 10-K. [ ] At February 28, 1997, there were outstanding 11,358,892 shares of the Common Stock of Registrant, and the aggregate market value of the shares held on that date by non-affiliates of Registrant, based on the closing price ($10.75 per share) of the Registrant's Common Stock on the Nasdaq National Market on that date, was $97,539,717. For purposes of this computation, it has been assumed that the shares beneficially held by directors and officers of Registrant were "held by affiliates"; this assumption is not to be deemed to be an admission by such persons that they are affiliates of Registrant. DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's Proxy Statement with respect to its 1997 Annual Meeting of Shareholders, currently scheduled to be held May 22, 1997, are incorporated by reference into Part III of this Report. Exhibit index is located on page 36. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K a The following Consolidated Financial Statements, Financial Statement Schedule and Exhibits are filed as part of this Annual Report on Form 10-K as listed on page F1 of this document. b REPORTS ON FORM 8-K No reports on Form 8-K were filed by the Registrant during the quarter ended December 31, 1996. c EXHIBITS The following exhibits are included as part of this Annual Report on Form 10-K and incorporated herein by this reference: 1.1 Arrangement Agreement (and related exhibits) among Registrant, 3-D Canada and Avenue Hall Holding Corporation, dated as of May 19, 1993. Incorporated by reference to Exhibit 1.1 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 1.2 Exchange Agreement among Registrant, 3-D Canada, Avenue Hall Holding Corporation and Montreal Trust Company of Canada, dated as of May 19, 1993. Incorporated by reference to Exhibit 1.2 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed February 4, 1994. 2.1 Material captioned "United States Domestication of the Company" set forth in the Information Circular (Proxy Statement) dated May 21, 1993, for the Annual Meeting of Shareholders of 3-D Canada, held on June 25, 1993, filed with the Securities and Exchange Commission on May 24, 1993. 2.2 Asset Purchase Agreement entered into as of December 31, 1990 by and between Spectra-Physics GmbH and 3D Systems GmbH. Incorporated herein by reference to Exhibit 2.1 to 3-D Canada's Current Report on Form 8-K filed January 14, 1991 and the amendments thereto. 2.3 Agreement for transfer of a business entered into as of December 31, 1990 by and between Spectra-Physics (France) and 3D Systems France. Incorporated herein by reference to Exhibit 2.2 to 3-D Canada's Current Report on Form 8-K filed January 14, 1991 and the amendments thereto. 2.4 Asset Purchase Agreement entered into as of December 31, 1990 by and between Spectra-Physics Limited and 3D Systems, Inc. Limited (England). Incorporated herein by reference to Exhibit 2.3 to 3-D Canada's Current Report on Form 8-K filed January 14, 1991 and the amendments thereto. 2.5 Amendment dated August 28, 1991 to Asset Purchase Agreement between 3D Systems GmbH and Spectra-Physics GmbH dated December 29, 1990. Incorporated herein by reference to Exhibit 2.4 to 3-D Canada's Current Report on Form 8-K filed September 11, 1991. 3.1 Certificate of Incorporation of Registrant. Incorporated by reference to Exhibit 3.1 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 3.2 Bylaws of Registrant. Incorporated by reference to Exhibit 3.2 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 4.1* 1989 Employee and Director Incentive Plan. Incorporated by reference to Exhibit 4.1 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. - ----------------------- * Management contract or compensatory plan or arrangement. 4.2* Form of Director Option Contract to be entered into pursuant to the 1989 Employee and Director Incentive Plan. Incorporated by reference to Exhibit 4.2 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 4.3* Form of Officer Option Contract to be entered into pursuant to the 1989 Employee and Director Incentive Plan. Incorporated by reference to Exhibit 4.3 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 4.4* Form of Employee Option Contract to be entered into pursuant to the 1989 Employee and Director Incentive Plan. Incorporated by reference to Exhibit 4.4 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 10.1 Lease with respect to Valencia property dated as of July 12, 1988, by and between 3D California and Valencia Tech Associates. Incorporated herein by reference to Exhibit 3.1 to 3-D Canada's annual Report on Form 20-F for the year ended December 31, 1987 (Reg. No. 0-16333). 10.2 Amendment No. 1 to Lease Agreement between 3D California and Katell Valencia Associates, a California limited partnership, dated May 28, 1993. Incorporated by reference to Exhibit 10.2 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 10.3 Agreement dated as of July 19, 1988, by and among 3D California, UVP, Cubital, Ltd. and Scitex Corporation Ltd. Incorporated herein by reference to Exhibit 3.10 to 3-D Canada's Annual Report on Form 20-F for the year ended December 31, 1987 (Reg. No. 0-16333). 10.4 Exclusive License Agreement dated as of May 16, 1986, by and between 3D California and UVP. Incorporated herein by reference to Exhibit 5 to 3-D Canada's Registration Statement on Form 20-F (Reg. No. 0-16333). 10.5 Form of Subscription Agreement made as of the 18th day of April, 1989 between 3-D Canada and places pursuant to the private placement of special warrants completed on April 27, 1989, together with all Schedules thereto, and form of Confirmation of Agreement. Incorporated herein by reference to Exhibit 2.6 to 3-D Canada's Annual Report on Form 20-F for the year ended December 31, 1988. 10.6 Patent Purchase Agreement dated January 5, 1990 by and between 3D California and UVP. Incorporated herein by reference to Exhibit 10.28 to 3-D Canada's Registration Statement on Form S-1 (Reg. No. 33-31789). 10.7 Security Agreement dated as of the 5th day of January, 1990 by and between UVP and 3D California relating to security interest on UVP Patent. Incorporated herein by reference to Exhibit 10.29 to 3-D Canada's Registration Statement on Form S-1 (Reg. No. 33-31789). 10.8 Assignment of UVP Patent dated January 12, 1990 by UVP to 3D California. Incorporated herein by Reference to Exhibit 10.30 to 3-D Canada's Registration Statement on Form S-1 (Reg. No. 33-31789). 10.9 Exchange Agreement dated July 23, 1990 by and among 3-D Canada, 3D California, CIBA-GEIGY Capital Corporation, Raymond S. Freed, Charles W. Hull, Bethany Griffiths, Virginia Hiramatsu, Paul B. Warren and Edwin J. Kaftal, together with all Exhibits thereto. Incorporated herein by reference to Exhibit 10.30 to 3-D Canada's Registration Statement on Form S-1 (Reg. No. 33-31789). 10.10 Research and Development Agreement entered into as of August 15, 1990 by and between 3D California and Ciba-Geigy Limited. Incorporated herein by reference to Exhibit 10.32 to 3-D Canada's Current Report on Form 8-K filed August 21, 1990 and the amendments thereto. - --------------------------- * Management contract or compensatory plan or arrangement. 10.11 Distribution Agreement entered into as of July 1, 1990 by and between 3D California and Ciba-Geigy Limited. Incorporated herein by reference to Exhibit 10.33 to 3-D Canada's Current Report on Form 8-K filed August 21, 1990 and the amendments thereto. 10.12 Severance agreements: 10.12(a) Severance Agreement dated April 5, 1991 by and between 3-D Canada and Mr. Raymond S. Freed; and 10.12(b) Severance Agreement dated May 15, 1991 by and between 3-D Canada and Mr. Edwin J. Kaftal. Incorporated by reference to 3-D Canada's Quarterly Report on Form 10-Q for the quarter ended June 30, 1991, and the amendments thereto. 10.13* Employment Agreement dated of as September 4, 1991, between 3D California and Arthur B. Sims. Incorporated herein by reference to Exhibit 10.14 to 3-D Canada's Annual Report on Form 10-K for the year ended December 31, 1992, and the amendments thereto. 10.14* Employment Agreement dated as of September 6, 1991, between 3D California and Gordon L. Almquist. Incorporated herein by reference to Exhibit 10.15 to 3-D Canada's Annual Report on Form 10-K for the year ended December 31, 1992, and the amendments thereto. 10.15* Employment Agreement dated as of October 31, 1991, between 3D California and Edward M. Gloyne. Incorporated herein by reference to Exhibit 10.16 to 3-D Canada's Annual Report on Form 10-K for the year ended December 31, 1992, and the amendments thereto. 10.16* Employment Agreement dated as of June 29, 1992 between 3D California and Richard P. Fedchenko. Incorporated herein by reference to Exhibit 10.18 to 3-D Canada's Annual Report on Form 10-K for the year ended December 31, 1992, and the amendments thereto. 10.17 Form of Indemnification Agreement between Registrant and certain of its executive officers and directors. Incorporated by reference to Exhibit 10.18 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 10.18 Amendment No.1 to a Shareholders' Agreement, such Shareholders' Agreement being dated as of April 10, 1991, among 1726 Holdings Ltd., a British Columbia corporation ("1726"), Lionheart Capital Corp., a British Columbia corporation ("Lionheart"), 3-D Canada, 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 are collectively referred to as the "Founders"), dated as of May 5, 1993, by and among 1726, Lionheart, 3-D Canada, the Founders and Registrant. Incorporated by reference to Exhibit 10.19 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 10.19 Loan and Security Agreement, as amended, dated as of June 2, 1993, by and between 3-D California, 3D Systems Inc. Limited (England), 3D Systems France SARL, 3D Systems GmbH, 3D Systems Japan, Ltd. and Silicon Valley Bank. Incorporated by reference to Exhibit 10.20 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 10.20 Cross-Corporate Continuing Guaranty dated as of August 12, 1993, executed by Registrant, 3D Systems Inc. Limited (England), 3D Systems France SARL, 3D Systems GmbH, 3D Systems Japan, Ltd. and 3D California in favor of Silicon Valley Bank. Incorporated by reference to Exhibit 10.21 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 10.21 Warrant to Purchase Common Stock, dated August 12, 1993, granted by Registrant in favor of Silicon Valley Bank. Incorporated by reference to Exhibit 10.22 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 10.22 Antidilution Agreement dated as of August 12, 1993, by and between Registrant and Silicon Valley Bank. Incorporated by reference to Exhibit 10.23 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. - ---------------------- * Management contract of compensatory plan or arrangement. 10.23 Registration Rights Agreement dated as of August 12, 1993, by and between Registrant and Silicon Valley Bank. Incorporated by reference to Exhibit 10.24 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 10.24 Assumption Agreement dated as of August 12, 1993, by and between 3D Systems (Canada) Inc. and Silicon Valley Bank. Incorporated by reference to Exhibit 10.25 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 10.25 Letter Agreement dated July 31, 1993 by and among 3D California, Silicon Valley Bank, and UVP, Inc. Incorporated by reference to Exhibit 10.26 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 10.26 Standby Share Purchase Agreement dated as of May 26, 1992, by and among 3-D Canada and Invesco MIM, C&S Investment Management, Ltd., Noland Carter, Prudential Portfolio Managers Limited, Fred C. Goad, Jr., The Clark Estates, Inc., Foreign & Colonial Smaller Companies PLC. Incorporated herein by reference to Exhibit 1.2 to 3-D Canada's Registration Statement on Form S-2 (Reg. No. 33-46823). 10.27 Stock Purchase Agreement, as amended, dated as of September 30, 1986, by and among 3D California, Lionheart Resources Corporation, a British Columbia corporation, and 3-D Canada. Incorporated herein by reference to Exhibit 4 to 3-D Canada's annual report on Form 20-F for the year ended December 31, 1987 (Reg. No. 0-16333). 10.28 Security Agreement dated as of August 12, 1993, by and between Registrant and Silicon Valley Bank. Incorporated by reference to Exhibit 10.29 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 10.29 Letter of Understanding with respect to Loan and Security Agreement, as amended, dated August 12, 1993, by and between 3-D California, 3D Systems Inc. Limited (England), 3D Systems France SARL, 3D Systems GmbH, 3D Systems Japan, Ltd. and Silicon Valley Bank. Incorporated by reference to Exhibit 10.30 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 10.30 Settlement Agreement and Release dated August 11, 1993, by and between 3D California, Federal Insurance Company and Chubb & Son, Inc. Incorporated by reference to Exhibit 10.31 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 10.31 Termination Agreement entered into as of January 1, 1990 by and among 3D California, The Japan Steel Works, Ltd. and 3D Systems Japan, Ltd. Incorporated herein by reference to Exhibit 10.27 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1989. 10.32 Amendment to Termination Agreement dated April 13, 1993 by and among 3D California, The Japan Steel Works, Ltd. and 3D Systems Japan, Ltd. Incorporated by reference to Exhibit 10.33 to Form 8-B filed August 16, 1993 and the amendment thereto filed on Form 8-B/A filed on February 4, 1994. 10.33* Employment Agreement dated March 1, 1994, by and among the Registrant, 3D Systems, Inc., a California corporation and Charles W. Hull. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-Q for the quarterly period ended July 1, 1994 filed on August 9, 1994. 10.34* Employment Letter dated February 8, 1993 among 3D Systems, Inc., a California corporation and Robert Horrell. Incorporated herein by reference to Exhibit 10.35 to the Registrant's Form 10-K for the year ending December 31, 1993 filed on March 31, 1994. 10.35 Amendment to Loan Agreement dated as of August 3, 1994, by and between 3D Systems, Inc., 3D Systems Inc. Limited, 3D Systems France SARL, 3D Systems GmbH and Silicon Valley Bank. Incorporated herein by reference to Exhibit 10.36 to the Registrant's Form 10-Q for the quarterly period ended September 30, 1994 filed on November 4, 1994. - ---------------------- * Management contract of compensatory plan or arrangement. 10.36 Amended Schedule to Loan and Security Agreement dated as of August 3, 1994, by and between 3D Systems, Inc., 3D Systems Inc. Limited, 3D Systems France SARL, 3D Systems GmbH and Silicon Valley Bank. Incorporated herein by reference to Exhibit 10.37 to the Registrant's Form 10-Q for the quarterly period ended September 31, 1994 filed on November 4, 1994. 10.37 Collateral Assignment, Patent Mortgage and Security Agreement dated as of August 3, 1991, by and between 3D Systems, Inc., 3D Systems Inc. Limited, 3D Systems France SARL, 3D Systems GmbH, 3D Systems Corporation, 3D Systems (Canada) Inc. and Silicon Valley Bank. Incorporated herein by reference to Exhibit 10.38 to the Registrant's Form 10-Q for the quarterly period ended September 30, 1994 filed on November 4, 1994. 10.38* Employment Agreement dated October 31, 1994, by and among the Registrant, 3D Systems, Inc., a California corporation and Arthur B. Sims. Incorporated by reference to Exhibit 10.39 to Form 10-K for the year ended December 31, 1994. 10.39 Letter of intent dated March 7, 1995 by and between 3D Systems, Inc., a California corporation and CIBA-GEIGY Corporation, a New York corporation. Incorporated by reference to Exhibit 10.40 to Form 10-K for the year ended December 31, 1994. 10.40 Agreement dated October 4, 1995 between the Registrant and Mesa County Economic Development Council, inc., a Colorado non-profit Corporation. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-Q for the quarterly period ended September 29, 1995 filed November 13, 1995. 10.41 Amendment No. 1 to Distribution Agreement dated May 5, 1995 between Ciba Chemicals and the Registrant. Incorporated herein by reference to Exhibit 10.40 to Amendment No. 1 to Registration Statement on Form S-2 filed on May 25, 1995. 10.42 Registration and Indemnification Agreement dated June 1995 between the Registrant and 1726 Holdings Canada, Inc. Incorporated herein by reference to Exhibit 10.41 to Amendment No. 2 to Registration Statement of Form S-2 filed on June 13, 1995. 10.43* Employment Agreement dated as of December 27, 1995 between the Registrant and A. Sidney Alpert. Incorporated herein by reference to Exhibit 10.43 to the Registrant's 10-K for the year ended December 31, 1995 filed on April 1, 1996. 10.44 Amendment dated July 5, 1995 to Loan and Security Agreement dated June 2, 1993, as previously amended, by and between the Registrant, 3D California, 3D Systems, Inc. Limited, 3D Systems France SARL, 3D Systems GmbH and Silicon Valley Bank. 10.45 License, Development, and OEM Agreement dated March 31, 1995 between Spectra, Inc. and 3D Systems, Inc. [Confidential Treatment Requested]. Incorporated herein by reference to Exhibit 10.45 to the Registrant's 10-K for the year ended December 31, 1995 filed on April 1, 1996. 10.46* Employment letter dated April 11, 1996 between the Registrant and Mark R. Bell. Incorporated herein by reference to exhibit 10.1 to the Registrant's 10-Q for the quarterly period ended March 29, 1996 filed on May 7, 1996.** 10.47 Asset Purchase Agreement dated as of August 30, 1996 by and between 3D Systems, Inc., a California corporation, Keltool, Inc. a Minnesota corporation and Wayne Duescher. Incorporated herein by reference to Exhibit 10.1 to the Registrant's 10-Q for the quarterly period ended September 27, 1996 filed on November 12, 1996.** 10.48 Warrant Agreement dated September 9, 1996 by and between 3D Systems, Inc., a California corporation and Keltool, Inc. a Minnesota corporation. Incorporated herein by reference to Exhibit 10.2 to the Registrant's 10-Q for the quarterly period ended September 27, 1996 filed on November 12, 1996.** - --------------------- * Management contract of compensatory plan or arrangement. 10.49 Non-Competition Agreement dated September 9, 1996 by and between 3D Systems, Inc., a California corporation and Wayne O. Duescher. Incorporated herein by reference to Exhibit 10.3 to the Registrant's 10-Q for the quarterly period ended September 27, 1996 filed on November 12, 1996.** 10.50* Employment Agreement dated as of February 6, 1996 between the Registrant and Eugen J. Geyer.** 10.51* Employment Agreement dated October 28, 1996 between the Registrant and Richard D. Balanson.** 10.52 Amendment dated July 5, 1996 to Loan and Security Agreement dated June 2, 1993, as previously amended, by and between the Registrant and Silicon Valley Bank.** 11.1 Computation of Per Share Earnings.** 22.1 Subsidiaries of the Registrant.** 23.1 Consent of Independent Public Accountants - Coopers & Lybrand L.L.P.** 27 Financial Data Schedule** - ------------------ * Management contract or compensatory plan or arrangement. ** Previously Filed. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has caused this amendment to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. Date: April 2, 1997 3D SYSTEMS CORPORATION By: /s/ Gordon L. Almquist --------------------------------- Gordon L. Almquist Chief Financial Officer, Vice President, Finance and Secretary (Principal Financial Officer and Principal Accounting Officer) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULE CONSOLIDATED FINANCIAL STATEMENTS PAGE - --------------------------------- ---- Report of Independent Public Accountants . . . . . . . . . . . . . . . F-2 Consolidated Balance Sheets as of December 31, 1995 and 1996 . . . . . F-3 Consolidated Statements of Operations for the Years Ended December 31, 1994, 1995 and 1996. . . . . . . . . . . . . . . . . F-4 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1994, 1995 and 1996. . . . . . . . . . . . . . . . . F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 1994, 1995 and 1996. . . . . . . . . . . . . . . . . F-6 Notes to Consolidated Financial Statements for the Years Ended December 31, 1994, 1995 and 1996. . . . . . . . . . . . . . . . . F-7 CONSOLIDATED FINANCIAL STATEMENT SCHEDULE - ----------------------------------------- Report of Independent Public Accountants on Financial Statement Schedule. . F-23 Schedule II - Valuation and Qualifying Accounts. . . . . . . . . . . . . . F-24 F-1 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE To the Stockholders and Board of Directors 3D Systems Corporation Our report on the consolidated financial statements of 3D Systems Corporation and Subsidiaries is included on page F-2 of this Form 10-K. In connection with our audits of such financial statements, we have audited the related financial statement schedule as of December 31, 1994, 1995 and 1996 and for each of the three years in the period ended December 31, 1996, as listed on the index on page F-1 of this Form 10-K. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein. Coopers & Lybrand L.L.P. Los Angeles, California February 20, 1997 SCHEDULE II 3D SYSTEMS CORPORATION Valuation and Qualifying Accounts Years ended December 31, 1994, 1995 and 1996
Balance at Additions Balance at beginning charged to end of Year Ended Item of year expenses Deductions year - ---------- ---------------------------- ----------- ---------- ------------ ------------ 1994 Inventory obsolescence reserve $ 699,003 $ 136,339 $ (129,414) $ 705,928 ========== ========== ============ ========== 1995 Inventory obsolescence reserve $ 705,928 $ 851,472 $ (360,917) $1,196,483 ========== ========== ============ ========== 1996 Inventory obsolescence reserve $1,196,483 $ 47,596 $ (992,746) $ 251,333 ========== ========== ============ ========== 1994 Allowance for doubtful accounts $ 319,676 $ 133,355 $ (109,710) $ 343,321 ========== ========== ============ ========== 1995 Allowance for doubtful accounts $ 343,321 $ 144,373 $ (119,295) $ 368,399 ========== ========== ============ ========== 1996 Allowance for doubtful accounts $ 368,399 $ 119,412 $ (81,633) $ 406,178 ========== ========== ============ ========== 1995 Deferred tax valuation allowance $7,118,012 $ -- $ (6,281,012) $ 837,000 ========== ========== ============ ========== 1996 Deferred tax valuation allowance $ 837,000 $ 926,000 $ -- $1,763,000 ========== ========== ============ ==========
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