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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-22250
3D SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4431352
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
26081 Avenue Hall
Valencia, California 91355
(Address of principal executive offices and zip code)
(805) 295-5600
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $.001 par value
Preferred Stock Purchase Rights
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this 10-K or any Amendment to this
Form 10-K. [ ]
At February 28, 1996, there were outstanding 11,285,266 shares of the Common
Stock of Registrant, and the aggregate market value of the shares held on that
date by non-affiliates of Registrant, based on the closing price ($20.31 per
share) of the Registrant's Common Stock on the Nasdaq National Market on that
date, was $178,075,639. For purposes of this computation, it has been assumed
that the shares beneficially held by directors and officers of Registrant were
"held by affiliates"; this assumption is not to be deemed to be an admission by
such persons that they are affiliates of Registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement with respect to its 1996 Annual
Meeting of Shareholders, currently scheduled to be held May 23, 1996, are
incorporated by reference into Part III of this Report.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON
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FORM 8-K
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a The following Consolidated Financial Statements, Financial Statement
Schedule and Exhibits are filed as part of this Annual Report on Form 10-K
as listed on page F1 of this document.
b REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the Registrant during the quarter
ended December 31, 1995.
c EXHIBITS
The following exhibits are included as part of this Annual Report on
Form 10-K and incorporated herein by this reference:
1.1 Arrangement Agreement (and related exhibits) among Registrant, 3-D
Canada and Avenue Hall Holding Corporation, dated as of May 19, 1993.
Incorporated by reference to Exhibit 1.1 to Form 8-B filed August 16,
1993 and the amendment thereto filed on Form 8-B/A filed on February
4, 1994.
1.2 Exchange Agreement among Registrant, 3-D Canada, Avenue Hall Holding
Corporation and Montreal Trust Company of Canada, dated as of May 19,
1993. Incorporated by reference to Exhibit 1.2 to Form 8-B filed
August 16, 1993 and the amendment thereto filed on Form 8-B/A filed
February 4, 1994.
2.1 Material captioned "United States Domestication of the Company" set
forth in the Information Circular (Proxy Statement) dated May 21,
1993, for the Annual Meeting of Shareholders of 3-D Canada, held on
June 25, 1993, filed with the Securities and Exchange Commission on
May 24, 1993.
2.2 Asset Purchase Agreement entered into as of December 31, 1990 by and
between Spectra-Physics GmbH and 3D Systems GmbH. Incorporated
herein by reference to Exhibit 2.1 to 3-D Canada's Current Report on
Form 8-K filed January 14, 1991 and the amendments thereto.
2.3 Agreement for transfer of a business entered into as of December 31,
1990 by and between Spectra-Physics (France) and 3D Systems France.
Incorporated herein by reference to Exhibit 2.2 to 3-D Canada's
Current Report on Form 8-K filed January 14, 1991 and the amendments
thereto.
2.4 Asset Purchase Agreement entered into as of December 31, 1990 by and
between Spectra-Physics Limited and 3D Systems, Inc. Limited
(England). Incorporated herein by reference to Exhibit 2.3 to 3-D
Canada's Current Report on Form 8-K filed January 14, 1991 and the
amendments thereto.
2.5 Amendment dated August 28, 1991 to Asset Purchase Agreement between
3D Systems GmbH and Spectra-Physics GmbH dated December 29, 1990.
Incorporated herein by reference to Exhibit 2.4 to 3-D Canada's
Current Report on Form 8-K filed September 11, 1991.
3.1 Certificate of Incorporation of Registrant. Incorporated by
reference to Exhibit 3.1 to Form 8-B filed August 16, 1993 and the
amendment thereto filed on Form 8-B/A filed on February 4, 1994.
3.2 Bylaws of Registrant. Incorporated by reference to Exhibit 3.2 to
Form 8-B filed August 16, 1993 and the amendment thereto filed on
Form 8-B/A filed on February 4, 1994.
4.1* 1989 Employee and Director Incentive Plan. Incorporated by reference
to Exhibit 4.1 to Form 8-B filed August 16, 1993 and the amendment
thereto filed on Form 8-B/A filed on February 4, 1994.
4.2* Form of Director Option Contract to be entered into pursuant to the
1989 Employee and Director Incentive Plan. Incorporated by reference
to Exhibit 4.2 to Form 8-B filed August 16, 1993 and the amendment
thereto filed on Form 8-B/A filed on February 4, 1994.
4.3* Form of Officer Option Contract to be entered into pursuant to the
1989 Employee and Director Incentive Plan. Incorporated by reference
to Exhibit 4.3 to Form 8-B filed August 16, 1993 and the amendment
thereto filed on Form 8-B/A filed on February 4, 1994.
4.4* Form of Employee Option Contract to be entered into pursuant to the
1989 Employee and Director Incentive Plan. Incorporated by reference
to Exhibit 4.4 to Form 8-B filed August 16, 1993 and the amendment
thereto filed on Form 8-B/A filed on February 4, 1994.
10.1 Lease with respect to Valencia property dated as of July 12, 1988, by
and between 3D California and Valencia Tech Associates. Incorporated
herein by reference to Exhibit 3.1 to 3-D Canada's annual Report on
Form 20-F for the year ended December 31, 1987 (Reg. No. 0-16333).
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* Management contract or compensatory plan or arrangement
10.2 Amendment No. 1 to Lease Agreement between 3D California and Katell
Valencia Associates, a California limited partnership, dated May 28,
1993. Incorporated by reference to Exhibit 10.2 to Form 8-B filed
August 16, 1993 and the amendment thereto filed on Form 8-B/A filed
on February 4, 1994.
10.3 Agreement dated as of July 19, 1988, by and among 3D California, UVP,
Cubital, Ltd. and Scitex Corporation Ltd. Incorporated herein by
reference to Exhibit 3.10 to 3-D Canada's Annual Report on Form 20-F
for the year ended December 31, 1987 (Reg. No. 0-16333).
10.4 Exclusive License Agreement dated as of May 16, 1986, by and between
3D California and UVP. Incorporated herein by reference to Exhibit 5
to 3-D Canada's Registration Statement on Form 20-F (Reg. No. 0-
16333).
10.5 Form of Subscription Agreement made as of the 18th day of April, 1989
between 3-D Canada and places pursuant to the private placement of
special warrants completed on April 27, 1989, together with all
Schedules thereto, and form of Confirmation of Agreement.
Incorporated herein by reference to Exhibit 2.6 to 3-D Canada's
Annual Report on Form 20-F for the year ended December 31, 1988.
10.6 Patent Purchase Agreement dated January 5, 1990 by and between 3D
California and UVP. Incorporated herein by reference to Exhibit
10.28 to 3-D Canada's Registration Statement on Form S-1 (Reg. No.
33-31789).
10.7 Security Agreement dated as of the 5th day of January, 1990 by and
between UVP and 3D California relating to security interest on UVP
Patent. Incorporated herein by reference to Exhibit 10.29 to 3-D
Canada's Registration Statement on Form S-1 (Reg. No. 33-31789).
10.8 Assignment of UVP Patent dated January 12, 1990 by UVP to 3D
California. Incorporated herein by Reference to Exhibit 10.30 to 3-D
Canada's Registration Statement on Form S-1 (Reg. No. 33-31789).
10.9 Exchange Agreement dated July 23, 1990 by and among 3-D Canada, 3D
California, CIBA-GEIGY Capital Corporation, Raymond S. Freed, Charles
W. Hull, Bethany Griffiths, Virginia Hiramatsu, Paul B. Warren and
Edwin J. Kaftal, together with all Exhibits thereto. Incorporated
herein by reference to Exhibit 10.30 to 3-D Canada's Registration
Statement on Form S-1 (Reg. No. 33-31789).
10.10 Research and Development Agreement entered into as of August 15,
1990 by and between 3D California and Ciba-Geigy Limited.
Incorporated herein by reference to Exhibit 10.32 to 3-D
Canada's Current Report on Form 8-K filed August 21, 1990 and
the amendments thereto.
10.11 Distribution Agreement entered into as of July 1, 1990 by and
between 3D California and Ciba-Geigy Limited. Incorporated
herein by reference to Exhibit 10.33 to 3-D Canada's Current
Report on Form 8-K filed August 21, 1990 and the amendments
thereto.
10.12 Severance agreements: 10.12(a) Severance Agreement dated April
5, 1991 by and between 3-D Canada and Mr. Raymond S. Freed; and
10.12(b) Severance Agreement dated May 15, 1991 by and between
3-D Canada and Mr. Edwin J. Kaftal. Incorporated by reference
to 3-D Canada's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1991, and the amendments thereto.
10.13* Employment Agreement dated of as September 4, 1991, between 3D
California and Arthur B. Sims. Incorporated herein by reference
to Exhibit 10.14 to 3-D Canada's Annual Report on Form 10-K for
the year ended December 31, 1992, and the amendments thereto.
10.14* Employment Agreement dated as of September 6, 1991, between 3D
California and Gordon L. Almquist. Incorporated herein by
reference to Exhibit 10.15 to 3-D Canada's Annual Report on Form
10-K for the year ended December 31, 1992, and the amendments
thereto.
10.15* Employment Agreement dated as of October 31, 1991, between 3D
California and Edward G. Gloyne. Incorporated herein by
reference to Exhibit 10.16 to 3-D Canada's Annual Report on Form
10-K for the year ended December 31, 1992, and the amendments
thereto.
10.16* Employment Agreement dated as of June 29, 1992 between 3D
California and Richard P. Fedchenko. Incorporated herein by
reference to Exhibit 10.18 to 3-D Canada's Annual Report on Form
10-K for the year ended December 31, 1992, and the amendments
thereto.
10.17 Form of Indemnification Agreement between Registrant and certain
of its executive officers and directors. Incorporated by
reference to Exhibit 10.18 to Form 8-B filed August 16, 1993 and
the amendment thereto filed on Form 8-B/A filed on February 4,
1994.
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* Management contract or compensatory plan or arrangement
10.18 Amendment No.1 to a Shareholders' Agreement, such Shareholders'
Agreement being dated as of April 10, 1991, among 1726 Holdings
Ltd., a British Columbia corporation ("1726"), Lionheart Capital
Corp., a British Columbia corporation ("Lionheart"), 3-D Canada,
and Raymond S. Freed, Charles W. Hull, Bethany Griffiths,
Virginia Hiramatsu, Paul B. Warren and Edwin J. Kaftal (Freed,
Hull, Griffiths, Hiramatsu, Warren and Kaftal are collectively
referred to as the "Founders"), dated as of May 5, 1993, by and
among 1726, Lionheart, 3-D Canada, the Founders and Registrant.
Incorporated by reference to Exhibit 10.19 to Form 8-B filed
August 16, 1993 and the amendment thereto filed on Form 8-B/A
filed on February 4, 1994.
10.19 Loan and Security Agreement, as amended, dated as of June 2,
1993, by and between 3-D California, 3D Systems Inc. Limited
(England), 3D Systems France SARL, 3D Systems GmbH, 3D Systems
Japan, Ltd. and Silicon Valley Bank. Incorporated by reference
to Exhibit 10.20 to Form 8-B filed August 16, 1993 and the
amendment thereto filed on Form 8-B/A filed on February 4, 1994.
10.20 Cross-Corporate Continuing Guaranty dated as of August 12, 1993,
executed by Registrant, 3D Systems Inc. Limited (England), 3D
Systems France SARl, 3D Systems GmbH, 3D Systems Japan, Ltd. and
3D California in favor of Silicon Valley Bank. Incorporated by
reference to Exhibit 10.21 to Form 8-B filed August 16, 1993 and
the amendment thereto filed on Form 8-B/A filed on February 4,
1994.
10.21 Warrant to Purchase Common Stock, dated August 12, 1993, granted
by Registrant in favor of Silicon Valley Bank. Incorporated by
reference to Exhibit 10.22 to Form 8-B filed August 16, 1993 and
the amendment thereto filed on Form 8-B/A filed on February 4,
1994.
10.22 Antidilution Agreement dated as of August 12, 1993, by and
between Registrant and Silicon Valley Bank. Incorporated by
reference to Exhibit 10.23 to Form 8-B filed August 16, 1993 and
the amendment thereto filed on Form 8-B/A filed on February 4,
1994.
10.23 Registration Rights Agreement dated as of August 12, 1993, by
and between Registrant and Silicon Valley Bank. Incorporated by
reference to Exhibit 10.24 to Form 8-B filed August 16, 1993 and
the amendment thereto filed on Form 8-B/A filed on February 4,
1994.
10.24 Assumption Agreement dated as of August 12, 1993, by and between
3D Systems (Canada) Inc. and Silicon Valley Bank. Incorporated
by reference to Exhibit 10.25 to Form 8-B filed August 16, 1993
and the amendment thereto filed on Form 8-B/A filed on February
4, 1994.
10.25 Letter Agreement dated July 31, 1993 by and among 3D California,
Silicon Valley Bank, and UVP, Inc. Incorporated by reference to
Exhibit 10.26 to Form 8-B filed August 16, 1993 and the
amendment thereto filed on Form 8-B/A filed on February 4, 1994.
10.26 Standby Share Purchase Agreement dated as of May 26, 1992, by
and among 3-D Canada and Invesco MIM, C&S Investment Management,
Ltd., Noland Carter, Prudential Portfolio Managers Limited, Fred
C. Goad, Jr., The Clark Estates, Inc., Foreign & Colonial
Smaller Companies PLC. Incorporated herein by reference to
Exhibit 1.2 to 3-D Canada's Registration Statement on Form S-2
(Reg. No. 33-46823).
10.27 Stock Purchase Agreement, as amended, dated as of September 30,
1986, by and among 3D California, Lionheart Resources
Corporation, a British Columbia corporation, and 3-D Canada.
Incorporated herein by reference to Exhibit 4 to 3-D Canada's
annual report on Form 20-F for the year ended December 31, 1987
(Reg. No. 0-16333).
10.28 Security Agreement dated as of August 12, 1993, by and between
Registrant and Silicon Valley Bank. Incorporated by reference
to Exhibit 10.29 to Form 8-B filed August 16, 1993 and the
amendment thereto filed on Form 8-B/A filed on February 4, 1994.
10.29 Letter of Understanding with respect to Loan and Security
Agreement, as amended, dated August 12, 1993, by and between 3-D
California, 3D Systems Inc. Limited (England), 3D Systems France
SARL, 3D Systems GmbH, 3D Systems Japan, Ltd. and Silicon Valley
Bank. Incorporated by reference to Exhibit 10.30 to Form 8-B
filed August 16, 1993 and the amendment thereto filed on Form 8-
B/A filed on February 4, 1994.
10.30 Settlement Agreement and Release dated August 11, 1993, by and
between 3D California, Federal Insurance Company and Chubb &
Son, Inc. Incorporated by reference to Exhibit 10.31 to Form 8-
B filed August 16, 1993 and the amendment thereto filed on Form
8-B/A filed on February 4, 1994.
10.31 Termination Agreement entered into as of January 1, 1990 by and
among 3D California, The Japan Steel Works, Ltd. and 3D Systems
Japan, Ltd. Incorporated herein by reference to Exhibit 10.27
to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1989.
10.32 Amendment to Termination Agreement dated April 13, 1993 by and
among 3D California, The Japan Steel Works, Ltd. and 3D Systems
Japan, Ltd. Incorporated by reference to Exhibit 10.33 to Form
8-B filed August 16, 1993 and the amendment thereto filed on
Form 8-B/A filed on February 4, 1994.
10.33* Employment Agreement dated March 1, 1994, by and among the
Registrant, 3D Systems, Inc., a California corporation and
Charles W. Hull. Incorporated herein by reference to Exhibit
10.1 to the Registrant's Form 10-Q for the quarterly period
ended July 1, 1994 filed on August 9, 1994.
____________________
* Management contract or compensatory plan or arrangement
10.34* Employment Letter dated February 8, 1993 among 3D Systems, Inc.,
a California corporation and Robert Horrell.
10.35 Amendment to Loan Agreement dated as of August 3, 1994, by and
between 3D Systems, Inc., 3D Systems Inc. Limited, 3D Systems
France SARL, 3D Systems GmbH and Silicon Valley Bank.
Incorporated herein by reference to Exhibit 10.36 to the
Registrant's Form 10-Q for the quarterly period ended September
30, 1994 filed on November 4, 1994.
10.36 Amended Schedule to Loan and Security Agreement dated as of
August 3, 1994, by and between 3D Systems, Inc., 3D Systems Inc.
Limited, 3D Systems France SARL, 3D Systems GmbH and Silicon
Valley Bank. Incorporated herein by reference to Exhibit 10.37
to the Registrant's Form 10-Q for the quarterly period ended
September 31, 1994 filed on November 4, 1994.
10.37 Collateral Assignment, Patent Mortgage and Security Agreement
dated as of August 3, 1991, by and between 3D Systems, Inc., 3D
Systems Inc. Limited, 3D Systems France SARL, 3D Systems GmbH,
3D Systems Corporation, 3D Systems (Canada) Inc. and Silicon
Valley Bank. Incorporated herein by reference to Exhibit 10.38
to the Registrant's Form 10-Q for the quarterly period ended
September 30, 1994 filed on November 4, 1994.
10.38* Employment Agreement dated October 31, 1994, by and among the
Registrant, 3D Systems, Inc., a California corporation and
Arthur B. Sims. Incorporated by reference to Exhibit 10.39 to
Form 10-K for the year ended December 31, 1994.
10.39 Letter of intent dated March 7, 1995 by and between 3D Systems,
Inc., a California corporation and CIBA-GEIGY Corporation, a New
York corporation. Incorporated by reference to Exhibit 10.40 to
Form 10-K for the year ended December 31, 1994.
10.40 Agreement dated October 4, 1995 between the Registrant and Mesa
County Economic Development Council, Inc., a Colorado non-profit
Corporation. Incorporated herein by reference to Exhibit 10.1
to the Registrant's Form 10-Q for the quarterly period ended
September 29, 1995 filed November 13, 1995.
10.41 Amendment No. 1 to Distribution Agreement dated May 5, 1995
between CGNY and the Registrant. Incorporated herein by
reference to Exhibit 10.40 to Amendment No. 1 to Registration
Statement on Form S-2 filed on May 25, 1995.
10.42 Registration and Indemnification Agreement dated June 1995
between the Registrant and 1726 Holdings Canada, Inc.
Incorporated herein by reference to Exhibit 10.41 to Amendment
No. 2 to Registration Statement of Form S-2 filed on June 13,
1995.
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* Management contract or compensatory plan or arrangement
10.43* Employment Agreement dated as of December 27, 1995 between the
Registrant and A. Sidney Alpert.**
10.44 Amendment dated July 5, 1995 to Loan and Security Agreement
dated June 2, 1993, as previously amended, by and between 3-D
California, 3D Systems, Inc. Limited, 3D Systems France SARL, 3D
Systems GmbH and Silicon Valley Bank.**
10.45 License, Development, and OEM Agreement dated March 31, 1995
between Spectra, Inc. and 3D Systems, Inc. [Portions of Exhibit
10.45 have been deleted and filed separately with the Securities
and Exchange Commission pursuant to a grant of Confidential
Treatment].
11.1* Computation of Per Share Earnings.**
22.1 Subsidiaries of the Registrant.**
23.1 Consent of Independent Public Accountants - Coopers & Lybrand L.L.P.*
*
_________________
* Management contract or compensatory plan or arrangement
** Previously filed
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
3D SYSTEMS CORPORATION
DATE: 9/27/96 /s/ Gordon L. Almquist
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Gordon L. Almquist
Chief Financial Officer,
Vice President, Finance and Secretary
(Principal Financial Officer
and Principal Accounting Officer)
EXHIBIT INDEX
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
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10.43 Employment Agreement dated as of
December 27, 1995 between the
Registrant and A. Sidney Alpert.**
10.44 Amendment dated July 5, 1995 to Loan
and Security Agreement dated June 2,
1993, as previously amended, by and
between 3-D California, 3D Systems,
Inc. Limited (England), 3D Systems
France SARL, 3D Systems GmbH and Silicon
Valley Bank.**
10.45 License, Development and OEM Agreement
dated March 31, 1995 between Spectra, Inc.
and 3D Systems, Inc. [Portions of Exhibit
10.45 have been deleted and filed separately
with the Securities and Exchange Commission
pursuant to a grant of Confidential
Treatment].
11.1 Computation of Per Share Earnings.**
22.1 Subsidiaries of the Registrant.**
23.1 Consent of Independent Public Accountants-
Coopers & Lybrand, LLP**
___________________________
** Previously filed