As filed with the Securities and Exchange Commission on September 26, 2007

Registration No. 333-145493

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

Amendment No. 1

to

Form S-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

 

3D SYSTEMS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

333 THREE D SYSTEMS CIRCLE

ROCK HILL, SOUTH CAROLINA 29730

(803) 326-3900

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

 

 

 

 

Robert M. Grace, Jr.

Vice President, General Counsel and Secretary

3D Systems Corporation

333 Three D Systems Circle

Rock Hill, South Carolina 29730

(803) 326-3989

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

 

 

 

 

Please send copies of all communications to:

Sean M. Jones, Esq.

Kennedy Covington Lobdell & Hickman, L.L.P.

214 North Tryon Street, 47^th Floor

Charlotte, N.C. 28202

704-331-7406

 

Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this Registration Statement, as determined by the selling stockholders.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  þ

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

SUBJECT TO COMPLETION, DATED SEPTEMBER 26, 2007

 

PROSPECTUS

 

3D SYSTEMS CORPORATION

 

1,250,000 SHARES OF COMMON STOCK

 

 

 

 

We are registering these shares of our common stock for resale by the selling stockholders named in this prospectus, or their transferees, pledges, donees or successors. We will not receive any proceeds from the sale of these shares by the selling stockholders. We are registering these shares so that selling stockholders can sell them from time to time in the public market, in amounts, at prices and on terms determined by them at the time of their offering. The selling stockholders may sell these shares through ordinary brokerage transactions, directly to market makers of our shares or through any other means described in the section entitled “Plan of Distribution” below.

 

Our common stock is quoted on The Nasdaq Global Market under the symbol “TDSC.” The last closing price of our common stock on September 25, 2007 was $23.34 per share.

 

 

 

 

You should read this prospectus carefully before you invest. Investing in these securities involves significant risks. See “Risk Factors” beginning on page 2 of this prospectus.

 

 

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

 

 

The date of this prospectus is               , 2007

 

TABLE OF CONTENTS

 

 

 

ABOUT THIS PROSPECTUS

 

This prospectus incorporates by reference important information. You may obtain the information incorporated by reference without charge by following the instructions under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” appearing below before deciding to invest in shares of our common stock.

 

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or the time of any sale of our common stock under this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.

 

PROSPECTUS SUMMARY

 

The following is only a summary of some of the information contained or incorporated by reference in this prospectus which we believe to be important. We selected highlights of material aspects of our business to be included in this summary. We urge you to read this entire prospectus, including the information incorporated by reference in this prospectus. Investing in our common stock involves risks. Therefore, you should carefully consider the information below provided under the heading “Risk Factors.”

 

Business

 

Operating through subsidiaries in the United States, Europe and the Asia-Pacific region, we design, develop, manufacture, market and service 3-D modeling, rapid prototyping and rapid manufacturing systems and related products and materials that enable complex three-dimensional objects, such as detailed prototypes or production-quality parts, to be produced directly from computer data quickly and effectively without a significant investment in expensive tooling, greatly reducing the time and cost required to produce prototypes or customized production parts. Our customers use our proprietary systems to produce physical objects from digital data using commonly available computer-aided design software, often referred to as CAD software, or other digital-media devices such as engineering scanners and MRI or CT medical scanners.

 

References in this prospectus to “we”, “us” and “our” are to 3D Systems Corporation and its subsidiaries.

 

Our principal executive office is located at 333 Three D Systems Circle, Rock Hill, South Carolina 29730, and our telephone number is (803) 326-3900. Our website address is www.3DSystems.com. Information contained on our website is not a part of this prospectus.

 

The Offering

 

 

RISK FACTORS

 

You should consider the “Risk Factors” included under Part II, Item 1A, of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed with the SEC on August 6, 2007, and Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC on April 30, 2007, as amended by Form 10-K/A (Amendment No. 1) for that year, filed with the SEC on August 2, 2007, which are incorporated by reference in this prospectus.

 

The risks and uncertainties that we describe in these documents are not the only risks and uncertainties that we face. Additional risks and uncertainties not currently known to us or that we currently deem not to be material also may impair our business operations. If any of the risks actually occur, our business, results of operations and financial condition could suffer. In that event, the trading price of our common stock could decline, and you may lose all or part of your investment in our common stock.

 

CAUTIONARY INFORMATION REGARDING
FORWARD-LOOKING STATEMENTS

 

Certain statements made in this prospectus that are not statements of historical or current facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from historical results or from any future results expressed or implied by such forward-looking statements.

 

In addition to statements that explicitly describe such risks and uncertainties, you are urged to consider statements in future or conditional tenses or that include terms such as “believes,” “belief,” “expects,” “intends,” “anticipates” or “plans” to be uncertain and forward-looking. Forward-looking statements may include comments as to our beliefs and expectations as to future events and trends affecting our business. Forward-looking statements are based upon our current expectations concerning future events and trends and are necessarily subject to uncertainties, many of which are outside of our control. The factors incorporated by reference under the heading “Risk Factors” above and those described in our other SEC reports, as well as other factors, could cause actual results to differ materially from those reflected or predicted in forward-looking statements.

 

Any forward-looking statements are based on our beliefs and assumptions, using information currently available to us. We assume no obligation, and do not intend, to update these forward-looking statements.

 

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from those reflected in or suggested by forward-looking statements. Any forward-looking statement you read in this prospectus reflects our views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by this paragraph. You should specifically consider the factors identified or referred to in this prospectus and our other SEC reports, including our Annual Report on Form 10-K for the year ended December 31, 2006, as amended by Form 10-K/A, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, which could cause actual results to differ from those referred to in forward-looking statements.

 

THE OFFERING

 

On June 19, 2007, we sold 1,250,000 shares of our common stock to the selling stockholders in a private placement transaction. We received $20,562,500 in net proceeds from the sale after deducting $1,312,500 in commissions paid to the placement agents for these shares. We issued these shares in reliance on the exemption from registration provided by Regulation D under the Securities Act of 1933. We issued the shares without general solicitation or advertising. The purchasers were a limited number of accredited investors with access to all relevant information necessary to evaluate the investment, and who represented to us that the shares were being acquired for investment for their own account.

 

Under the terms of the purchase agreements under which these shares were issued and a related registration rights agreement, we agreed to use commercially reasonable efforts to file a registration statement covering the resale of the shares within 90 calendar days after June 19, 2007 and to use our reasonable efforts to cause that registration statement to be declared effective. We also agreed to prepare and file any amendments that are necessary to keep the registration statement current and effective for a period ending the earlier of (i) June 19, 2009; (ii) the date on which the selling stockholders may sell the shares covered by this prospectus without restriction by the volume limitations of Rule 144(e) under the Securities Act of 1933; or (iii) such time as all of the shares covered by this prospectus have been sold (A) pursuant to a registration statement, (B) to or through a broker, dealer or underwriter in a public distribution or a public securities transaction, or (C) in a transaction exempt from the registration and prospectus delivery requirements under Section 4(1) of the Securities Act so that all transfer restrictions and restrictive legends, if any, are removed upon the consummation of such sale.

 

USE OF PROCEEDS

 

The net proceeds from the disposition of the shares of common stock covered by this prospectus will be received by the selling stockholders or their transferees. We will not receive any proceeds from the disposition of the shares by any of them.

 

SELLING STOCKHOLDERS

 

Set forth below is the following information regarding the beneficial ownership of our common stock by the selling stockholders as of July 31, 2007: (1) the name of each selling stockholder; (2) the number of shares of our common stock owned by each selling stockholder prior to this offering; (3) the number of shares of our common stock being offered pursuant to this prospectus; (4) the number of shares of our common stock owned upon completion of this offering; and (5) the percentage of our outstanding common stock owned upon completion of this offering.

 

We have prepared this table using information furnished to us by the selling stockholders or their representatives.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLAN OF DISTRIBUTION

 

We are registering the shares offered by this prospectus on behalf of the selling stockholders. The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. To the extent any of the selling stockholders gift, pledge or otherwise transfer the shares offered hereby, such transferees may offer and sell the shares from time to time under this prospectus, provided that this prospectus has been amended under Rule 424(b)(3) or other applicable provision of the Securities Act to include the name of such transferee in the list of selling stockholders under this prospectus.

 

The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:

 

 

 

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

 

In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

 

The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the price at which they sell the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase by a third party of common stock to be sold by the selling stockholders directly or through agents. We will not receive any of the proceeds from this offering.

 

The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.

 

The selling stockholders and any broker-dealers that act in connection with the sale of securities registered pursuant to this prospectus may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, and any commissions received by such broker-dealers and any profit on the resale of the securities sold by them while acting as principals may be deemed to be underwriting discounts or commissions under the Securities Act. Each selling stockholder has represented and warranted to the company that it does not have any agreement or understanding, directly or indirectly, with any Person to distribute shares.

 

To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealers or underwriters, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

 

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

 

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. Regulation M’s prohibition on purchases may include purchases to cover short positions by the

selling stockholders, and a selling stockholder’s failure to cover a short position at a lender’s request and subsequent purchases by the lender in the open market of shares to cover such short positions, may be deemed to constitute an inducement to buy shares, which is prohibited by Regulation M.

 

We will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

 

We have advised the selling stockholders that if a particular offer of shares is to be made on terms constituting a material change from the information described under a final prospectus, then, to the extent required, a supplement to the final prospectus must be distributed setting forth the terms and related information as required.

 

We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

 

DESCRIPTION OF CAPITAL STOCK

 

Our authorized capital stock consists of 60,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share.

 

As of July 31, 2007, we had the following equity securities outstanding:

 

 

The following description of our capital stock does not purport to be complete and is subject to and qualified by our Certificate of Incorporation, as amended, and by our Amended and Restated By-Laws, and by the applicable provisions of Delaware law.

 

Common Stock

 

Our common stock is traded on The Nasdaq Global Market under the symbol “TDSC.” Holders of our common stock are entitled to one vote for each share on all matters voted upon by our stockholders, including the election of directors, and do not have cumulative voting rights.

 

Subject to the rights of holders of any then outstanding shares of our preferred stock, our common stockholders are entitled to receive ratably any dividends out of assets legally available therefor as our Board of Directors may from time to time determine. We do not currently pay dividends on our common stock. For a description of our dividend policy, please refer to Item 5, “Market for Our Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in our Annual Report on Form 10-K, as amended by Form 10-K/A, for the year ended December 31, 2006 which has been incorporated by reference in this prospectus. Holders of our common stock are entitled to share ratably in our net assets upon our dissolution or liquidation, after payment or provision for all liabilities and any pari passu or preferential liquidation rights of our preferred stock then outstanding.

 

Holders of our common stock have no preemptive rights to purchase shares of our stock. The shares of our common stock are not subject to any redemption provisions and are not convertible into any other shares of our capital stock. All outstanding shares of our common stock are fully paid and nonassessable. The rights, preferences and privileges of holders of our common stock are subject to those of the holders of preferred stock, and will be subject to those of the holders of any shares of our preferred stock we may issue in the future.

Preferred Stock

 

The Board of Directors may, from time to time, authorize the issuance of one or more classes or series of preferred stock without stockholder approval up to the maximum of 5,000,000 shares of preferred stock that are authorized. Subject to the provisions of our Certificate of Incorporation, as amended, and limitations prescribed by law, the Board of Directors is authorized to adopt resolutions to issue shares, establish the number of shares, change the number of shares constituting any series and provide or change the voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions on shares of our preferred stock, including dividend rights, terms of redemption, conversion rights and liquidation preferences, in each case without any action or vote by the stockholders. We have no current intention to issue any additional series or classes of preferred stock.

 

Although we have no current intention to take any such action, one of the effects of the Board of Directors’ right to designate and issue preferred stock without stockholder approval may be to enable the Board of Directors to discourage an attempt to obtain control of the company by means of a tender offer, proxy contest, merger or otherwise. Further, although we have no current intention to take any such action, the issuance of preferred stock may adversely affect the rights of our common stockholders by, among other things:

 

 

Options

 

As of July 31, 2007, options covering a total of 1,102,225 shares of common stock were outstanding. Of such amount, options to purchase approximately 34,166 shares remained unvested and were not exercisable as of such date. The remaining stock options become exercisable prior to the end of 2007.

 

LEGAL MATTERS

 

The validity of the issuance of the shares of common stock offered hereby will be passed upon for us by Robert M. Grace, Jr., our Vice President, General Counsel and Secretary. As of July 31, 2007, Mr. Grace beneficially owned 40,112 shares of our common stock and also beneficially owned options to purchase an additional 40,000 shares of our common stock.

 

EXPERTS

 

Our consolidated financial statements as of December 31, 2006 and 2005 and for each of the years in the three-year period ended December 31, 2006 have been incorporated by reference herein and in the registration statement in reliance upon the reports of BDO Seidman LLP, independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We are subject to the informational reporting requirements of the Securities Exchange Act of 1934. In accordance with this Act, we file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and other information with the Securities and Exchange Commission. You may read and copy any document that we file at the SEC’s public reference room at 100 F Street, N.E., Washington D.C. 20549. You can request copies of these documents by contacting the SEC and paying a fee for the copying cost. Please call the SEC at (800) SEC-0330 for further information on the operation of the

public reference rooms. Our SEC filings are also available to the public from the SEC’s website at www.sec.gov.

 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

We have filed with the SEC a registration statement on Form S-1 under the Securities Act of 1933 covering the shares offered by this prospectus. This prospectus is part of that registration statement, but as allowed by the SEC’s rules, does not contain all of the information contained in the registration statement and the exhibits to the registration statement. For further information about us and the common stock offered by this prospectus, we refer you to the registration statement and its exhibits and schedules, which may be obtained as described above.

 

The SEC allows us to “incorporate by reference” certain of our publicly-filed documents into this prospectus. This means that information included in those documents is considered part of this prospectus. The following documents filed with the SEC are incorporated by reference in this prospectus (File No. 000-22250):

 

 

 

 

You may obtain copies of these filings, at no cost, through the SEC Filings section of our website (www.3DSystems.com), and you may request copies of these filings, at no cost, by writing or telephoning us at:

 

3D Systems Corporation

Attention: Investor Relations

333 Three D Systems Circle

Rock Hill, South Carolina 29730

Telephone: (803) 326-3900

 

Information contained on our website that is not specifically incorporated by reference is not a part of this prospectus.

 

You should rely only on the information incorporated by reference or provided in this prospectus. We have authorized no one to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of this document. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement that is modified or superseded will not constitute a part of this prospectus, except as modified or superseded.

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

 

The following table itemizes the fees and expenses that we expect to incur in connection with the registration of the securities being registered. All the amounts shown are estimates, except the SEC registration fee.

 

 

 

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933.

 

As permitted by the Delaware General Corporation Law, our Certificate of Incorporation, as amended, includes a provision that eliminates the personal liability of our directors for monetary damages for breach of fiduciary duty as a director, except for liability:

 

 

As permitted by the Delaware General Corporation Law, our Amended and Restated By-Laws provide that:

 

 

 

We have entered into indemnification agreements with certain of our directors to give these directors additional contractual assurances regarding the scope of the indemnification set forth in our amended Certificate of Incorporation and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees regarding which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

 

 

In the past three years we have sold securities in the transactions described below that were not registered under the Securities Act.

 

On July 20, 2007, $14,845,000 aggregate principal amount of our 6% Convertible Subordinated Debentures were converted into 1,458,266 shares of our common stock in connection with the conditional call for redemption of those Debentures that we issued on June 21, 2007. The holders of the other $7,759,000 aggregate principal amount of these debentures had previously exercised their conversion rights with respect to the Debentures. The total number of shares of common stock issued in connection with the conversion of all the Debentures was 2,230,273 shares. The Debentures were originally sold to such holders in private transactions in November and December 2003. These shares of common stock were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933 for any security exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

 

On June 19, 2007, we sold the 1,250,000 shares of our common stock that are covered by this registration statement through placement agents, Canaccord Adams Inc. and Johnson Rice & Company LLC, to accredited investors in a private placement transaction. In connection with the offering the placement agents were paid aggregate commissions of $1,312,500. Under the terms of the purchase agreements entered into in connection with this sale we agreed to use commercially reasonable efforts to file a registration statement covering the shares within 90 calendar days after the closing date, use commercially reasonable efforts to cause that registration statement to become effective, and thereafter to prepare and file such amendments as to keep that registration statement current and effective for a period ending the earlier of (i) the second anniversary of the closing date; (ii) the date on which the purchasers may sell the shares covered by this registration statement held by them without restriction by the volume limitations of Rule 144(e) under the Securities Act; or (iii) such time as all of the shares covered by this registration statement have been sold (A) pursuant to a registration statement, (B) to or through a broker, dealer or underwriter in a public distribution or a public securities transaction, or (C) in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale. We received $20,562,500 of net proceeds from these sales. The transaction was exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(2) of the Securities Act or Regulation D promulgated thereunder, as such sales were made without general solicitation or advertising, and each purchaser was an accredited investor with access to all relevant information necessary to evaluate the investment and whom represented to us that the securities we being acquired for investment for their own account.

 

On June 8, 2006 all of the outstanding shares of our Series B Convertible Preferred Stock were converted into shares of our common stock in connection with a conditional call for redemption that we issued on May 8, 2006. As a result we issued 2,639,772 shares of common stock to the holders of the Preferred Stock. This Preferred Stock was originally sold to such holders in a private transaction in May 2003. These shares of common stock, as well as shares of common stock issued upon previous conversions, were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933 for any security exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

On December 30, 2004, $9,900,000 aggregate principal amount of our 7% Convertible Subordinated Debentures were converted into 824,979 shares of our common stock in connection with a conditional call for redemption of these Debentures that we issued on December 2, 2004. The holders of the other $100,000 aggregate principal amount of these debentures had previously exercised their conversion rights with respect to the Debentures during the fourth quarter of 2004. The total number of shares of common stock issued in connection with the conversion of all the Debentures was 833,312 shares. The Debentures were originally sold to such holders in a private transaction in December 2001. These shares of common stock were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933 for any security exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

 

 

(a) Exhibits.  A list of exhibits filed with this registration statement on Form S-1 is set forth on the Exhibit Index and is incorporated in this Item 16(a) by reference.

 

(b) Financial Statement Schedules.  Other financial statement schedules are omitted because the information called for is not required or is shown either in our consolidated financial statements or the notes thereto, which are incorporated by reference to the SEC filings listed above.

 

 

The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in the amount of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in amount and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

(5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 14 above, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amendment no. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rock Hill, State of South Carolina, on this 26^th day of September, 2007.

 

3D SYSTEMS CORPORATION

 

Abraham N. Reichental

President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities and on the date indicated.

 

EXHIBIT INDEX