-----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, AiJOX4EETd01OV9WavrXYXGnIoWtGyWn5nLBTR3HtffHL0TjiOdDk38rz1KeQfh5 L8GbKd44Paw1+d+lDfFSjg== 0001011438-02-000178.txt : 20020415 0001011438-02-000178.hdr.sgml : 20020415 ACCESSION NUMBER: 0001011438-02-000178 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020304 EFFECTIVENESS DATE: 20020304 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-83680 FILM NUMBER: 02566195 BUSINESS ADDRESS: STREET 1: 26081 AVENUE HALL CITY: VALENCIA STATE: CA ZIP: 91355 BUSINESS PHONE: 6612955600 MAIL ADDRESS: STREET 1: 26081 AVENUE HALL CITY: VALENCIA STATE: CA ZIP: 91355 S-8 1 form_s-8.txt 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) 3D SYSTEMS CORPORATION 1996 STOCK INCENTIVE PLAN 1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN (Full Title of the Plan) BRIAN SERVICE, PRESIDENT AND CHIEF EXECUTIVE OFFICER 3D SYSTEMS CORPORATION 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 to: JULIE KAUFER, ESQ. AFSHIN HAKIM, ESQ. AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. 2029 CENTURY PARK EAST, 24TH FLOOR LOS ANGELES, CALIFORNIA 90067 (310) 728-3313 ---------
CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Price Aggregate Registration to be Registered Registered (1) Per Share (2) Offering Price (2) Fee - -------------------- ---------------- ---------------- ------------------- ------------ Common Stock 1,500,000 Shares $11.55 $17,325,000 $4,140.68 $0.001 par value - -------------------- ---------------- ---------------- ------------------- ------------ Common Stock 100,000 Shares $11.55 $1,155,000 $276.04 $0.001 par value - -------------------- ---------------- ---------------- ------------------- ------------ Total 1,600,000 Shares $11.55 $18,480,000 $4,416.72 ==================== ================ ================ =================== ============ (1) In the event of a stock split, stock dividend, or similar transaction involving the Registrant's common stock, in order to prevent dilution, the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933. (2) Estimated 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 average of the high and low prices of the Common Stock on the Nasdaq National Market on February 25, 2002.
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8 ("REGISTRATION OF ADDITIONAL SECURITIES"), THE COMPANY HEREBY MAKES THE FOLLOWING STATEMENT: On September 12, 1996, the Company filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration No. 333-11865) (the "Prior Registration Statement") relating to shares of the Common Stock to be issued pursuant to its 1996 Stock Incentive Plan, as amended (the "1996 Plan"), and its 1996 Non-Employee Directors' Stock Option Plan, as amended (the "Director Plan"), and the Prior Registration Statement is currently effective. On June 2, 1999, the Company filed a Registration Statement relating to the same class of securities as those to which the Prior Registration Statement relates issuable pursuant to the 1996 Plan. This Registration Statement relates to securities (a) of the same class as those to which the Prior Registration Statement relates and (b) to be issued pursuant to the 1996 Plan and the Director Plan. The contents of the Prior Registration Statement are incorporated herein by reference. THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REGISTRATION STATEMENT: 4.1 3D Systems Corporation 1996 Stock Incentive Plan, as amended. Incorporated by reference to Appendix A to Registrant's Definitive Proxy Statement filed on March 30, 2001. 4.2 3D Systems Corporation 1996 Non-Employee Directors' Stock Option Plan, as amended. Incorporated by reference to Appendix B to Registrant's Definitive Proxy Statement filed on March 30, 2001. 5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. regarding validity of securities. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of PricewaterhouseCoopers LLP. 23.3 Consent of Ernst & Young LLP. 23.4 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in Exhibit 5.1). 24.1 Power of Attorney (set forth on page 3). Page 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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, on this 19th day of February 2002. 3D SYSTEMS CORPORATION (Registrant) By: /S/ E. JAMES SELZER ------------------------------------------- E. James Selzer Chief Financial Officer and Vice President, Finance POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Brian Service and E. James Selzer, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and to file a new registration statement under Rule 461 or Instruction E of Form S-8 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE /S/ BRIAN SERVICE President, Chief February 19, 2002 - ---------------------------- Executive Officer, and Brian Service Director /S/ E. JAMES SELZER Chief Financial February 19, 2002 - ---------------------------- Officer E. James Selzer and VP, Finance /S/ CHARLES W. HULL - ---------------------------- Chief Technology February 19, 2002 Charles W. Hull Officer and Director /S/ KAREN M. SHOTTING Vice President, February 19, 2002 - ---------------------------- General Counsel and Karen M. Shotting Secretary /S/ G. WALTER LOEWENBAUM - ---------------------------- Chairman of the Board February 19, 2002 G. Walter Loewenbaum, II of Directors /S/ GARY J. SBONA - ---------------------------- February 19, 2002 Gary J. Sbona Director /S/ MIRIAM V. GOLD - ---------------------------- February 19, 2002 Miriam V. Gold Director Page 3 /S/ JIM D. KEVER - ---------------------------- February 19, 2002 Jim D. Kever Director /S/ KEVIN S. MOORE - ---------------------------- February 19, 2002 Kevin S. Moore Director /S/ RICHARD C. SPALDING - ---------------------------- February 19, 2002 Richard C. Spalding Director Page 4 EXHIBIT INDEX EXHIBIT NO. EXHIBIT DESCRIPTION - ----------- ------------------- 4.1 3D Systems Corporation 1996 Stock Incentive Plan, as amended. Incorporated by reference to Appendix A to Registrant's Definitive Proxy Statement filed on March 30, 2001. 4.2 3D Systems Corporation 1996 Non-Employee Directors' Stock Option Plan, as amended. Incorporated by reference to Appendix B to Registrant's Definitive Proxy Statement filed on March 30, 2001 5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. regarding validity of securities. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of PricewaterhouseCoopers LLP. 23.3 Consent of Ernst & Young LLP. 23.4 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in Exhibit 5.1). 24.1 Power of Attorney (set forth on Page 3). Page 5 EX-5 3 exhibit_5-1.txt AKIN GUMP EXHIBIT 5.1 Akin, Gump, Strauss, Hauer & Feld, L.L.P. February 21, 2002 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 (the "Act"), 1,500,000 shares of common stock, par value $.001 per share, of the Company issuable pursuant to the Company's 1996 Stock Incentive Plan and 100,000 shares of common stock, par value $.001 per share, of the Company issuable pursuant to the Company's 1996 Non-Employee Directors' Stock Option Plan (collectively, the "Shares"). We are of the opinion that the Shares have been duly authorized and upon issuance and sale in conformity with and pursuant to the two 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/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. --------------------------------------------- AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P EX-23 4 exhibit_23-1.txt DELOITTE EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of 3D Systems Corporation: We consent to the incorporation by reference in this Registration Statement of 3D Systems Corporation on Form S-8 of our reports dated March 5, 2001, appearing in the Annual Report on Form 10-K of 3D Systems Corporation for the year ended December 31, 2000. /s/ DELOITTE & TOUCHE LLP Los Angeles, California February 27, 2002 EX-23 5 exhibit_23-2.txt PRICEWATERHOUSE EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 14, 2000 relating to the consolidated financial statements and financial statement schedule of 3D Systems Corporation as of December 31, 1999 and for the years ended December 31, 1999 and 1998, which appear in 3D Systems Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. /s/ PRICEWATERHOUSECOOPERS LLP Los Angeles, California February 28, 2002 EX-23 6 exhibit_23-3.txt ERNST & YOUNG EXHIBIT 23.3 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our reports dated January 19, 2001 relating to the consolidated balance sheets of DTM Corporation and its subsidiaries as of December 31, 2000 and 1999 and the related consolidated statements of operations, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2000, which appear on a Form 8-K/A of 3D Systems Corporation filed on November 5, 2001. /s/ ERNST & YOUNG LLP Austin, Texas March 1, 2002 -----END PRIVACY-ENHANCED MESSAGE-----