UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
3D SYSTEMS CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
88554D205
(CUSIP Number)
G. WALTER LOEWENBAUM II
1708 WINDSOR ROAD
AUSTIN, TEXAS 78703
(512) 474-5857
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
JULIE M. KAUFER, ESQ.
AKIN GUMP STRAUSS HAUER & FELD LLP
2029 CENTURY PARK EAST, SUITE 2400
LOS ANGELES, CALIFORNIA 90067
(310) 229-1000
MAY 5, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "ACT") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following pages
Page 1 of 5 Pages
SCHEDULE 13D
CUSIP NO. 88554D205 PAGE 2 OF 5 PAGES
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
G. WALTER LOEWENBAUM II
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 1,305,013
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,305,013
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,305,013
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 5 Pages
This Amendment No. 1 is filed in accordance with Rule 13d-2 of the
Securities Exchange Act of 1934, as amended, by G. Walter Loewenbaum II and
refers only to information which has materially changed since the filing of the
Schedule 13D by Mr. Loewenbaum on May 22, 1997. The items identified below, or
the particular paragraphs of such items which are identified below, are amended
to add the information as set forth below.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by G. Walter Loewenbaum II. Mr. Loewenbaum is
Managing Director of LeCorgne Loewenbaum LLC, an investment banking firm whose
address is 1100 Poydras Street, Suite 1750, New Orleans, Louisiana 70163.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The purchase reported in this statement was acquired with the personal
funds of Mr. Loewenbaum.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Loewenbaum acquired the shares for investment purposes. Mr. Loewenbaum
does not have any plans or proposals that relate to or that would result in any
of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D,
except that Mr. Loewenbaum may acquire additional shares of common stock, par
value $0.001 per share (the "COMMON Stock"), of 3D Systems Corporation (the
"ISSUER") in open market transactions or otherwise. Any decision of Mr.
Loewenbaum either to purchase additional shares of Common Stock or to dispose of
any shares will take into account various factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b) As of the date of the filing of this statement, Mr. Loewenbaum, in
the aggregate, beneficially owns 1,305,013 shares of the Common Stock, which is
approximately 8.5% of the shares of the Common Stock believed to be outstanding.
These shares are held by Mr. Loewenbaum with sole voting and dispositive power.
(c) Effective as of May 5, 2003, Mr. Loewenbaum purchased from the Issuer
in a private placement transaction 208,334 shares of the Issuer's Series B
Convertible Preferred Stock, par value $0.001 per share (the "PREFERRED
SHARES"), at $6.00 per share, for an aggregate purchase price of $1,250,004
pursuant to a Securities Purchase Agreement (the "SECURITIES PURCHASE
AGREEMENT"). Each Preferred Share is convertible at any time after issuance into
the number of shares of Common Stock as is determined by dividing (i) the amount
of the liquidation preference of the Preferred Share on the date the certificate
representing the Preferred Share is surrendered for conversion by (ii) $6.00
(subject to adjustment as set forth in the Certificate of Designations). The
liquidation preference of each Preferred Share is equal to the sum of $6.00 and
an amount equal to all accrued or declared but unpaid dividends on the Preferred
Share. Each Preferred Share accrues cash dividends at the rate of 8% per share
per annum (subject to adjustment), which is cumulative to the extent it is not
declared and paid. Pursuant to the Securities Purchase Agreement, the Issuer
agreed to file a registration statement with the Securities and Exchange
Commission with respect to the shares of Common Stock issuable upon conversion
of the Preferred Shares.
(d) Not applicable.
(e) Not applicable.
Page 4 of 5 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except for the Securities Purchase Agreement and except as set forth in Mr.
Loewenbaum's initial filing on Schedule 13D, Mr. Loewenbaum does not have any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Issuer, including but not
limited to the transfer or voting of any of such securities, finder's fees,
joint ventures, loan or option agreements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: June 9, 2003 G. WALTER LOEWENBAUM II
By: /s/ G. Walter Loewenbaum II
-----------------------------
G. Walter Loewenbaum II