-----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, THkdmN3Fg2/O4IMQYX7qF2dmTJAKeQYSaA1CqsBTdBLp0ejH/OTVj2/1mCQVhQa+ XGswWhWHROZ9/1lQP9NzAQ== 0001011438-03-000271.txt : 20030922 0001011438-03-000271.hdr.sgml : 20030922 20030919175731 ACCESSION NUMBER: 0001011438-03-000271 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030917 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3D 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22250 FILM NUMBER: 03903247 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 FORMER COMPANY: FORMER CONFORMED NAME: 3 D SYSTEMS CORP DATE OF NAME CHANGE: 19930816 8-K 1 form_8-k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 17, 2003 3D SYSTEMS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 0-22250 95-4431352 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 26081 Avenue Hall Valencia, California 91355 (Address of Principal Executive Offices, Zip Code) (661) 295-5600 (Registrant's Telephone Number, Including Area Code) ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. Reference is made to the employment letter agreement, effective September 19, 2003, by and between Registrant and Abraham N. Reichental, which is incorporated herein by this reference. A copy of the letter agreement is attached to this Form 8-K as Exhibit 10.1. Reference also is made to the press releases of Registrant, issued on September 19 and 18, 2003, respectively, which are incorporated herein by this reference. A copy of the press releases is attached to this Form 8-K as Exhibits 99.1 and 99.2, respectively. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements. None. (b) Pro Forma Financial Information. None. (c) Exhibits. 10.1 Employment Letter Agreement, effective September 19, 2003, by and between Registrant and Abraham N. Reichental. 99.1 Press Release, dated September 19, 2003. 99.2 Press Release, dated September 18, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. September 19, 2003 3D SYSTEMS CORPORATION /s/ Keith Kosco ----------------------------------- By: Keith Kosco Its: General Counsel and Corporate Secretary EXHIBIT INDEX EXHIBITS 10.1 Employment Letter Agreement, effective September 19, 2003, by and between Registrant and Abraham N. Reichental. 99.1 Press Release, dated September 19, 2003. 99.2 Press Release, dated September 18, 2003. EX-10 3 exhibit_10-1.txt EXHIBIT 10.1 September 16, 2003 Mr. Abe Reichental 110 Anna's Place Simpsonville, South Carolina 29681 Dear Abe: The Board of Directors (the "Board") of 3D Systems Corporation ("3D Systems") is pleased to offer you a position as President, Chief Executive Officer and Member of the Board, starting on or before October 15, 2003. When executed by you and the Chairman of the Board of 3D Systems in the space provided below, this letter will constitute an agreement between you and 3D Systems, and your employment will commence on the date when this agreement has been fully executed by both parties and delivered by each party to the other. This offer of employment is valid until September 19, 2003. The compensation package includes an annual base salary of $450,000, paid in biweekly in increments of $17,307.69. You will receive such annual increases in salary, as the Compensation Committee of the Board of Directors, in its sole discretion, shall determine. You will also receive an incentive compensation plan, based upon performance, with a target bonus of $250,000 per year, subject to a maximum potential bonus equal to 100% of base salary. This incentive compensation plan will operate on a fiscal year basis and apply pro rata for any partial fiscal year; provided that any payment with respect to the company's 2003 fiscal year shall be at the sole discretion of the Compensation Committee. The performance parameters governing this incentive compensation will be mutually agreed upon within 90 days of your start date, and thereafter annually among yourself and the Compensation Committee of the 3D Systems Board of Directors, with respect to the upcoming fiscal year, not later than 60 days prior to the end of the fiscal year. In the event such a mutual agreement cannot be reached, one third (1/3) of the maximum bonus will be determined in the sole discretion of the Compensation Committee based on its assessment of your overall performance during such year and such other factors as the Compensation Committee may deem appropriate, and two thirds (2/3) will be based upon the Company's achievement of financial performance targets, including for revenue growth, operating income improvement and return on assets improvement, to be established by management at the beginning of each year, as approved by the Board. If agreement is not reached on either performance parameters or the Company's financial performance targets, a minimum bonus equal to $125,000 will be paid for every year the company is profitable; which is defined as profitability calculated in accordance with United States generally accepted accounting principles ("GAAP"), excluding from such calculation (i) any "extraordinary items" as defined under GAAP; and (ii) increases or decreases in income resulting from non-operating transactions or adjustments made in accordance with GAAP (such as restoration of the company's asset for deferred taxes or write-offs of capitalized legal fees or other costs associated with patents). Unless you otherwise agree, any annual bonus paid under the terms of this agreement shall be paid within 30 days after the Company's receipt of its audited financial statements for such year. You will receive a hiring bonus to include $100,000 in cash and a stock grant of 100,000 common shares immediately upon the commencement of your employment at 3D Systems, your retention of which is subject to satisfactory completion of all the conditions to obtaining employment with the company which are described later in this agreement. In addition, the Compensation Committee of the Board of Directors will grant you stock options of 400,000 common shares, exercisable at the fair market value on the date of hire. The stock options will vest equally over a period of four years, with 25% vesting on the first anniversary of the date of hire and the remainder vesting in equal monthly amounts of 8,333 over the following three years, with an option term of ten years. Up to 200,000 options (subject to applicable regulatory limitations) will be incentive stock options granted under 3D Systems' 1996 Stock Incentive Plan (the "Plan"). The option agreement(s) to be entered into in connection with the grant of these options shall provide that the entire unvested option amount shall fully vest in the event of a change of control of 3D Systems (which is defined as 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). These option agreements also provide that, except in the event of disability or death, vested options must be exercised within 90 days of termination of employment, and further provide that if employment is terminated as a result of certain acts of malfeasance (as described in the Plan), the unvested options not issued under the Plan, and all options issued under the Plan, will terminate immediately. 3D Systems will cover all reasonable and customary relocation expenses including but not limited to family house hunting trips, closing expenses and moving expenses as required. For the convenience of 3D Systems, 3D Systems will provide you with a furnished apartment in the Valencia area and will cover expenses relating to this apartment in an amount up to $5,000 per month, and a lease term to extend until July of 2004, as required. During the term of your employment, 3D Systems will provide you with the use of an adequate American made company car and cover all related insurance, maintenance, and repair and operating expenses. The term of this agreement shall be for a period of two years commencing on your start date. This agreement shall renew automatically for succeeding terms of one year, unless you or 3D Systems gives written notice of intent not to renew, at least 90 days before the term otherwise expires. If 3D Systems gives such notice that it is electing not to renew this agreement, or your employment is terminated by reason of death or by 3D Systems without cause (which shall be defined as conduct involving moral turpitude or gross or habitual neglect of your duties during the term of this agreement), you shall receive as severance (a) for two years, or until you obtain other employment providing, the same or comparable health, dental, vision, life, and long term disability insurance, (b) whether or not you have obtained or could obtain other employment, two years of your then current base salary, in the total sum of at least $900,000, payable as a bi-weekly continuation payment at the rate of at least $17,307.69, together with a bonus with respect to the year of termination equal to a pro-rated amount of the bonus which you would 2 have received for that year pursuant to the performance parameters described above, based on the annualized performance of the company up to the date of termination, and (c) all unvested stock options, which shall fully vest upon and no later than the termination of your employment. 3D Systems will provide or arrange for, subject to the availability of such insurance and your insurability, both at inception and at any renewal, a supplementary disability insurance policy providing payment of 75% of your base salary for a period of two years following termination of your employment as a result of physical disability (as such term is defined in 3D Systems' current policy of disability insurance). Your employment may be terminated at any time by 3D Systems Board of Directors for cause, as defined above, without the incurring of any obligation by 3D Systems hereunder. Any other agreement regarding your employment or any other matter between you and 3D Systems must be in writing and signed by the Chairman of the Board, and approved by the Compensation Committee. Among the benefits you will enjoy as a 3D Systems employee is a program of group insurance, which includes group health, dental, vision, life insurance, and long term disability insurance. These group benefits will become effective upon the first of the month following your start date, and 3D Systems will pay any COBRA or other payments required to avoid any gap in your coverage. Other benefits include a 401(k) plan, employee stock purchase plan, flexible spending accounts and pre-tax premium plan, health club membership program, paid sick leave, ten paid holidays per year, and four weeks vacation per year. You will be eligible to participate in these benefits according to the terms of each program and plan document. 3D Systems will reimburse you for all reasonable business expenses incurred by you which are consistent with the company policies in effect from time to time, including for travel, entertainment and other business expenses, subject to requirements with respect to reporting and documentation of such expenses. 3D Systems will indemnify, defend and hold you harmless, to the fullest extent permissible under California law, from and against any and all claims, lawsuits, judgments, costs and attorney fees arising out of your employment, including the advancement of any expenses and attorney fees in connection therewith. This agreement may be delivered by facsimile or email transmission and executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. As a condition of your employment with 3D Systems, you will be required to complete all pertinent employment, compliance and benefits forms and sign the company's standard form Agreement for Mandatory Arbitration (which shall not include any provision for at-will employment), Confidentiality Agreement, and Code of Conduct. 3 3D Systems maintains a strict drug-free workplace policy. Therefore, you will be required to undergo a drug screening examination at 3D Systems' expense. Please contact the Human Resources Department to schedule an appointment. It is a pleasure to make you this offer to join 3D Systems. If you are in agreement with the terms of this offer, please sign and return a copy of this letter to us. We are looking forward to welcoming you on board. Sincerely, 3D SYSTEMS CORPORATION By: /s/ G. Walter Loewenbaum II -------------------------------------- G. Walter Loewenbaum II Chairman of the Board of Directors I accept the above offer on the stated terms and conditions and will start to work on: Signed: /s/ Abe N. Reichental Date: Sept. 19, 2003 ---------------------- Abe N. Reichental I hereby represent, warrant and agree that I am free to accept this employment offer. I represent, warrant, and agree that I am not bound by any restriction or covenant from any prior employer or other obligation that would interfere with my ability to perform the job duties of President, Chief Executive Officer and Member of the Board of Directors at 3D Systems. I also represent, warrant, and agree that I have returned all documents to my prior employers, and that I will not utilize any trade secrets or proprietary information of my prior employers in connection with my employment by 3D Systems. Signed: /s/ Abe N. Reichental Date: Sept. 19, 2003 ---------------------- Abe N. Reichental 4 EX-99 4 exhibit_99-1.txt EXHIBIT 99.1 PRESS RELEASE 3D SYSTEMS NAMES ABE REICHENTAL PRESIDENT AND CHIEF EXECUTIVE OFFICER VALENCIA, Calif. - Sept. 19, 2003. The Board of Directors of 3D Systems Corp. (NASDAQ: TDSC), world leader of rapid prototyping and advanced digital manufacturing (ADM(SM)) solutions, announced today that it has named Abe Reichental president and chief executive officer and director effective immediately. Mr. Reichental joins 3D Systems from Sealed Air Corporation (NYSE: SEE), a leading global manufacturer of food, protective and specialty packaging materials where he was most recently corporate officer and vice president and general manager of Sealed Air's Shrink Packaging Division. He joined Sealed Air in 1981 as a project manager and over the next 22 years progressed through increasingly responsible positions in engineering, sales, marketing and general management in North America, Europe and Asia-Pacific. He served as Regional Vice President Asia-Pacific from 1999-2001, Vice President and General Manager Europe, Engineered Products Division from 1997-1999, Corporate Vice President of Technology from 1993-1996; Director, New Product Development, Engineered Products Division, 1988-1993; Manager of Sales and Marketing, Engineered Products Division, Europe, 1985-1988, and was Project Manager, Customer Applications Engineered Products Division, 1981-1985. Abe was first elected an officer of Sealed Air in 1994. "We are very pleased that Abe Reichental has joined 3D Systems as president and CEO," said G. Walter Loewenbaum ll, 3D Systems Chairman of the Board. "Abe was a key contributor to Sealed Air's growth and development from a company even smaller than 3D Systems to a multibillion dollar global packaging company. His demonstrated entrepreneurial abilities, strong operating skills and broad experience in all facets of marketing, sales, technology, operations and general management are precisely what is needed to enable 3D Systems to successfully meet its goals and advance its technological and market leadership in rapid prototyping and rapid digital manufacturing," Loewenbaum added. "Abe is distinctly qualified to lead 3D Systems. He brings with him a unique mix of experiences, having worked in all disciplines of business in multi-cultural environments. His strong deal-making and negotiating skills will enable us to forge ahead with our growth strategies. His strong performance orientation is exactly what 3D Systems needs to execute its business strategy successfully," said Chuck Hull, co-founder and chief technology officer. "I am excited by 3D Systems' prospects and am looking forward to leading the Company in the coming years as 3D Systems executes its plans to become a leading global provider of rapid manufacturing solutions for an expanding range of customer applications," said Mr. Reichental. "Rapid manufacturing is becoming an accepted alternative to traditional manufacturing processes by our customers across a wide range of applications and I believe 3D Systems has the people, technology and a comprehensive portfolio of value added solutions to meet and exceed our customer's expectations." 3D Systems plans to hold a conference call to introduce Abe Reichental to the investment community on Tuesday, September 30, 2003 at 4:00 p.m. Eastern Daylight Time (1:00 p.m. Pacific Daylight Time). To access the call, dial 877/613-8341 or 706/679-7620 internationally. A recording of the call will be available two hours after the completion of the call for 7 days. To access the recording, dial 800/642-1687 or 706/645-9291 internationally and enter 2919592, the conference call ID number. ABOUT 3D SYSTEMS Founded in 1986, 3D Systems(R), the solid imaging company(SM), provides solid imaging products and solutions that reduce the time and cost of designing products and facilitate direct and indirect manufacturing. Its systems utilize patented technologies to create physical objects from digital input that can be used in design communication, prototyping, and as functional end-use parts. 3D Systems' product line includes the MJM product line (ThermoJet(R) solid object printer and InVision 3-D printer), SLA(R) (stereolithography) systems, SLS(R) (selective laser sintering) systems, and Accura(R) materials (including photopolymers, metals, nylons, engineering plastics, and thermoplastics). 3D Systems created the rapid prototyping (RP) industry and is the originator of advanced digital manufacturing (ADM(SM)) solution for manufacturing applications. ADM uses 3D Systems' solid imaging technologies to accelerate production of customized/ specialized parts. A typical ADM center contains multiple 3D Systems' SLA, MJM and/or SLS systems dedicated to full-time manufacturing applications. 3D Systems' systems range in price from $40,000 to $799,000. More information: www.3dsystems.com or email moreinfo@3dsystems.com. Certain statements in this news release may include forward-looking statements that express the expectation, prediction, belief or projection of 3D Systems. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance and achievement of 3D Systems to be materially and adversely different from any future results, performance or achievement expressed or implied by these forward-looking statements. Factors that may cause actual results to differ from the forward-looking statements contained in this release and that may affect the company's prospects in general include, but are not limited to; disruption caused by the reconfiguration of the management team, the receipt of a commitment letter by September 30, 2003 to refinance the outstanding obligations with US Bank; the funding of amounts of capital adequate to provide for the working capital needs of the Company; actions of competitors and customers; resolution of currently pending litigation; the Company's ability to successfully design and produce new products; customer acceptance of new products; use of product for intended application; the Company's ability to enter into successful relationships with new customers to fully exploit its products; the Company's ability to successfully implement all elements of its restructuring and cost savings program, and such other factors as are described in the Company's filings with the Securities and Exchange Commission. The Company does not undertake to update any forward-looking statements. Contact: 3D Systems Corp. Elizabeth Goode, 661-295-5600, ext. 2632 goodee@3dsystems.com or Self & Associates (Investor Relations) Trudy Self, 909-336-5685 tmself@aol.com 2 EX-99 5 exhibit_99-2.txt EXHIBIT 99.2 PRESS RELEASE TRIAL COURT STAYS FINDING OF INFRINGEMENT AND MARKMAN RULINGS AND VACATES TRIAL DATE IN EOS LITIGATION VALENCIA, Calif.--Sept. 18, 2003--3D Systems Corp. (Nasdaq: TDSC) announced that the Federal District Court in Orange County, California, which is hearing the EOS GmbH Electro Optical Systems (EOS) vs. DTM Corporation (DTM) patent infringement lawsuit, has determined on its own initiative to stay both the August 20, 2003 Markman rulings and the finding of patent infringement by DTM, pending a reconsideration of certain aspects of those earlier decisions. The Court also vacated the trial date (previously scheduled for October 7, 2003) in order to give the parties the opportunity to submit additional briefs on issue identified by the Court. These briefs are due September 26, 2003. No date has yet been set for further hearings, nor has a trial date been reset. "As we have previously stated, we are confident that we will ultimately prevail on both the law and the facts in all of our disputes with EOS, and we are grateful that the Court has given us the opportunity to address these issues in an expedited fashion," said Chuck Hull, 3D Systems co-founder and interim chief executive officer. "It is unfortunate that EOS previously issued publicity which may have created misimpressions in the minds of both our customers and the investment community as to the status and likely outcome of this litigation." ABOUT 3D SYSTEMS Founded in 1986, 3D Systems(R), the solid imaging company(SM), provides solid imaging products and solutions that reduce the time and cost of designing products and facilitate direct and indirect manufacturing. Its systems utilize patented technologies to create physical objects from digital input that can be used in design communication, prototyping, and as functional end-use parts. 3D Systems' product line includes the MJM product line (ThermoJet(R) solid object printer and InVision 3-D printer), SLA(R) (stereolithography) systems, SLS(R) (selective laser sintering) systems, and Accura(R) materials (including photopolymers, metals, nylons, engineering plastics, and thermoplastics). 3D Systems created the rapid prototyping (RP) industry and is the originator of advanced digital manufacturing (ADM(SM)) solution for manufacturing applications. ADM uses 3D Systems' solid imaging technologies to accelerate production of customized/specialized parts. A typical ADM center contains multiple 3D Systems' SLA, MJM and/or SLS systems dedicated to full-time manufacturing applications. 3D Systems' systems range in price from $40,000 to $799,000. More information: www.3dsystems.com or email moreinfo@3dsystems.com. Our view of the ultimate outcome of the California EOS litigation is a forward looking statement and is subject to uncertainties and other factors that may cause the actual results of the litigation to be materially and adversely different than the beliefs we express in this release. The ultimate outcome of the litigation will be determined by the court following arguments by both parties to the litigation. A court may disagree with our position, and if so, may award damages. If awarded, the damages may be substantially in excess of what we believe can be substantiated. We do not undertake to update any forward-looking statements. Contact: 3D Systems Corp. Elizabeth Goode, 661-295-5600, ext. 2632 goodee@3dsystems.com or Self & Associates (Investor Relations) Trudy Self, 909-336-5685 tmself@aol.com 2 -----END PRIVACY-ENHANCED MESSAGE-----