-----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, S8CsTeRxfpfbGXobsGTzOWiCVmcR+FHHJ/rMrgvtVlXOVaZmQjFZwXNxT+eGgrSP GKCBBbUejE+Iyg9TnZWnTQ== 0000950130-00-003080.txt : 20000524 0000950130-00-003080.hdr.sgml : 20000524 ACCESSION NUMBER: 0000950130-00-003080 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000523 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48102 FILM NUMBER: 642205 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CIBA SPECIALTY CHEMICALS HOLDING INC /FI/ CENTRAL INDEX KEY: 0001035497 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: KLYBECKSTRASSE 141 CITY: CH 4002 BASEL MAIL ADDRESS: STREET 1: KLYBECKSTRASSE 141 CITY: CH 4002 BASEL FORMER COMPANY: FORMER CONFORMED NAME: CIBA SPECIALTY CHEMICALS HOLDING INC /FI/ DATE OF NAME CHANGE: 19970408 SC 13D/A 1 SCHEDULE 13D/A 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 - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 885 54E 10 4 - -------------------------------------------------------------------------------- (CUSIP Number) John Lynch Ciba Specialty Chemicals Canada Inc. 7030 Century Avenue Mississauga, Ontario, Canada L5N 2V8 (905) 812-6145 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 20, 2000 - -------------------------------------------------------------------------------- (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). 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 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. 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 ----------------------------------- John Lynch Secretary, Treasurer and Chief Financial Officer Dated: May 23, 2000 INDEX TO EXHIBITS Exhibit Number Description of Exhibit - -------------- ---------------------- (12) 3D Systems Sale Agreement, dated as of May 20, 2000, between Ciba Specialty Chemicals Holding Inc. and Avanti No. 3 S.A. 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 - ----------------- ----------- ------------------------------- 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 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 - ---------------- ----------- ---------- 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 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 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 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 EX-12 2 3D SYSTEMS SALE AGREEMENT 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 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 -2- 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 --------------------------------------- Name: Peter Rudolph Title: Assistant General Counsel (By special Power of Attorney) AVANTI No3 S.A. By: /s/ Tom Leader -------------------------------------- Name: Tom Leader Title: Director -3- -----END PRIVACY-ENHANCED MESSAGE-----