As filed with the Securities and Exchange Commission on September 29, 2003
REGISTRATION NO. 333-85904
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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3D SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 7372 95-4431352
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
Incorporation or Industrial Classification Identification
Organization) Code Number) Number)
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26081 AVENUE HALL
VALENCIA, CALIFORNIA 91355
(661) 295-5600
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
ABRAHAM N. REICHENTAL
CHIEF EXECUTIVE OFFICER AND PRESIDENT
3D SYSTEMS CORPORATION
26081 AVENUE HALL
VALENCIA, CALIFORNIA 91355
(661) 295-5600
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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WITH A COPY TO:
JULIE M. KAUFER, ESQ.
ARA A. BABAIAN, ESQ.
AKIN GUMP STRAUSS HAUER & FELD LLP
2029 CENTURY PARK EAST, SUITE 2400
LOS ANGELES, CALIFORNIA 90067
TELEPHONE: (310) 229-1000
FACSIMILE: (310) 229-1001
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not
applicable.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|
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. |_| ______________
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
registrations statement number of the earlier effective registration statement
for the same offering. |_| ________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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THIS POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 (NO. 333-85904) SHALL
HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 8(C) OF
THE SECURITIES ACT OF 1933, AS AMENDED.
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DEREGISTRATION
On April 9, 2002, we filed a Registration Statement on Form S-3 (No.
333-85904), as amended on June 21, 2002, which we refer to as the Registration
Statement, which registered for resale by the selling stockholders named in the
Registration Statement a total of 1,450,333 shares of our common stock, par
value $0.001 per share. The Securities and Exchange Commission declared the
Registration Statement effective on June 28, 2002. The Registration Statement no
longer is available for use because we did not timely file our Annual Report on
Form 10-K for the fiscal year ended December 31, 2002. We file this
Post-Effective Amendment No. 1 to Form S-3 solely for the purpose of terminating
the Registration Statement and deregistering the shares registered under the
Registration Statement that remain unsold as of the date of filing of this
Post-Effective Amendment No. 1 to Form S-3.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Post-Effective Amendment No. 1 to Form S-3
and has duly caused this Post-Effective Amendment No. 1 to Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Valencia, State of California, on September 25, 2003.
3D SYSTEMS CORPORATION
By: /s/ Abraham N. Reichental
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Abraham N. Reichental
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSON BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Abraham N. Reichental and Keith Kosco,
and each of them, his or her true and lawful attorneys-in-fact and agents with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to the Registration Statement on Form S-3 (No.
333-85904) and to sign any registration statement for the same offering covered
by the Registration Statement on Form S-3 (No. 333-85904) that is to be
effective upon filing pursuant to Rule 462(b) promulgated under the Securities
Act of 1933, as amended, and all post-effective amendments thereto, and to file
the same, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his, her or their substitute or
substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Form S-3 has been signed by the following
persons in the capacities and on the dates indicated.
NAME TITLE DATE
/s/ Abraham N. Reichental
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Abraham N. Reichental Director, Chief Executive Officer September 25, 2003
and President
(Principal Executive Officer)
/s/ Kevin McNamara
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Kevin McNamara Acting Chief Financial Officer September 26, 2003
(Principal Financial Officer)
/s/ G. Peter V. White
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G. Peter V. White Vice President, Finance September 25, 2003
(Principal Accounting Officer)
/s/ G. Walter Loewenbaum II
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G. Walter Loewenbaum II Chairman of the Board of Directors September 26, 2003
/s/ Miriam V. Gold
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Miriam V. Gold Director September 23, 2003
/s/ Charles W. Hull
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Charles W. Hull Director, Executive Vice President September 25, 2003
and Chief Technology Officer
/s/ Jim D. Kever
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Jim D. Kever Director September 23, 2003
/s/ Kevin S. Moore
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Kevin S. Moore Director September 23, 2003
/s/ Richard C. Spalding
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Richard C. Spalding Director September 25, 2003