UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 24, 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)
(661) 295-5600
(Registrant's Telephone Number)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
From November 24, 2003 to December 11, 2003, 3D Systems Corporation, which
we refer to in this report as 3D, privately placed $22.7 million principal
amount of 6% convertible subordinated debentures, which mature on November 30,
2013. The debentures bear interest at the rate of 6% per year payable in cash
semi-annually in arrears on May 31 and November 30 of each year, commencing May
31, 2004. The debentures are convertible into shares of 3D's common stock at the
option of the holder at any time prior to maturity at $10.18 per share, which
represents an 18% premium to the fair market value at the time of the original
issuance. The conversion price of the debentures is subject to certain customary
anti-dilution adjustments as set forth in the Debenture Purchase Agreement. The
debentures are convertible into an aggregate of 2,230,255 shares of 3D's common
stock. The debentures are redeemable by 3D, in whole or in part, commencing on
the third anniversary of the closing date at a price equal to 100% of the then
outstanding principal amount of the debentures being redeemed, together with all
accrued and unpaid interest and other amounts due in respect of the debentures.
If there is a change in control with respect to 3D, as defined in the Debenture
Purchase Agreement, the holders may require 3D to redeem the debentures at 100%
of the then outstanding principal amount, together with all accrued and unpaid
interest and other amounts due in respect of the debentures. The debentures are
subordinated in right of payment to all senior indebtedness (as defined in the
Debenture Purchase Agreement), and pari passu in right of payment with 3D's
outstanding 7% convertible subordinated debentures.
The net proceeds to 3D from the sale of the debentures were approximately
$22.3 million. 3D used $8.6 million of the net proceeds to repay the outstanding
balance owed under its credit facility with U.S. Bank, which now has terminated,
and intends to use the remainder of the net proceeds for working capital
purposes.
The debentures were issued in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended, and
Regulation D promulgated thereunder. The debentures have not been registered
under the Securities Act, and neither the debentures nor the common stock into
which the debentures are convertible, may be offered or sold in the United
States absent registration under, or an applicable exemption from the
registration requirements of, the Securities Act. 3D has agreed to register the
shares of its common stock issuable upon conversion of the debentures for resale
under the Securities Act.
Reference is made to the form of Debenture Purchase Agreement by and among
3D and the purchasers listed on Schedule I to the Debenture Purchase Agreement,
and the form of debenture (which is Exhibit B to the Debenture Purchase
Agreement), which are incorporated herein by this reference. Copies of the form
of Debenture Purchase Agreement and the form of debenture are attached to this
Form 8-K as Exhibits 10.1 and 10.2, respectively. Reference also is made to the
press release of 3D, issued on December 1, 2003, which is incorporated herein by
this reference. A copy of the press release is attached to this Form 8-K as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements. None.
(b) Pro Forma Financial Information. None.
(c) Exhibits.
10.1 Form of Debenture Purchase Agreement by and among 3D Systems
Corporation and the purchasers listed on Schedule I to the Debenture
Purchase Agreement, including exhibits thereto.
10.2 Form of 6% Convertible Subordinated Debenture.
99.1 Press Release, dated December 1, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, 3D Systems Corporation has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
December 15, 2003 3D SYSTEMS CORPORATION
/s/ Robert M. Grace, Jr.
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By: Robert M. Grace, Jr.
Its: Vice President, General Counsel and
Secretary
EXHIBIT INDEX
EXHIBITS
10.1 Debenture Purchase Agreement by and among 3D Systems Corporation and the
purchasers listed on Schedule I to the Debenture Purchase Agreement,
including exhibits thereto.
10.2 Form of 6% Convertible Surbordinated Debenture.
99.1 Press Release, dated December 1, 2003.