UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Act of 1934
(Amendment No. 3 )
3D Systems Corporation
(Name of Issuer)
Common
(Title of Class of Securities)
88554D205
(CUSIP Number)
12/31/03
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
Rule 13d-1(b) [x ]
Rule 13d-1(cc) [ ]
Rule 12d-1(d) [ ]
*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 the
disclosures provided in a prior cover page.
The information required in 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 ("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).
88554D205
CUSIP NO.
1. Name of Reporting Person: Daruma Asset Management, Inc.
Social Security No. or I.R.S. Identification Nos. of above persons (entities
only): 13-3831899
2. Check the Appropriate Box if a Member of a Group (See Instructions)
not applicable
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization New York
Number of 5. Sole Voting Power See Item 4 & Exhibit A
Shares Bene- 6. Shared Voting Power See Item 4 & Exhibit A
Ficially by 7. Sole Dispositive Power See Item 4 & Exhibit A
Owned by Each 8. Shared Dispositive Power See Item 4 &
Exhibit A
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,524,400
(See Item 4 & Exhibit A)
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 11.8%
(See Item 4 & Exhibit A)
12. Type of Reporting Person (See Instructions) IA
1.Name of Reporting Person: Mariko O. Gordon
Social Security No. or I.R.S. Identification Nos. of
above persons (entities only):
2.Check the Appropriate Box if a Member of a Group (See Instructions)
not applicable
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization U.S.A.
Number of 5. Sole Voting Power See Item 4 & Exhibit A
Shares Bene- 6. Shared Voting Power See Item 4 & Exhibit A
Ficially by 7. Sole Dispositive Power See Item 4 & Exhibit A
Owned by Each 8. Shared Dispositive Power See Item 4 &
Exhibit A
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,,524,400
(See Item 4 & Exhibit A)
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 11.8%
(See Item 4 & Exhibit A)
12. Type of Reporting Person (See Instructions) HC
Item 1
(a) Name of Issuer
3D Systems Corporation
(b) Address of Issuer's Executive Offices:
26081 Avenue Hall
Valencia, CA 91355
Item 2
(a) Name of Person Filing
(i) Daruma Asset Management, Inc.
(ii) Mariko O. Gordon
(b) Address of Principal Office
(i) & (ii): 80 West 40th Street, 9th Floor
New York, NY 10018
(c) Citizenship: (i) New York (ii) U.S.A.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: (i)
(ii) not applicable
Item 3. If this Statement is filed pursuant to ?240.13d-1(b) or 240.13d-2(b)
or (c),
check whether the person filing is an:
(i) Daruma Asset Management, Inc.:
(d) An Investment Adviser in accordance with ?240.13d-
1(b)(1)(ii)(E)
(ii) Mariko O. Gordon
(g) A control person in accordance with ?240.13d-1(ii)(G)
Item 4: Ownership:
The securities covered by this statement are beneficially owned by one
or more investment advisory clients whose accounts are managed by Daruma
Asset Management, Inc. ("Daruma"). The investment advisory contracts
relating to such accounts grant to Daruma sole investment and/or voting
power over the securities owned by such accounts. Therefore Daruma may
be deemed to be the beneficial owner of the securities covered by this
statement for purposes of Rule 13d-3 ("Rule 13d-3") under the Securities
Act of 1934 (the "1934 Act").
Mariko O. Gordon (the "Principal Shareholder") owns in excess of 50% of
the outstanding voting stock and is the president of Daruma. The Principal
Shareholder may be deemed to be the beneficial owner of securities held by
persons and entities advised by Daruma for purposes of Rule 13d-3.
Daruma and the Principal Shareholder each disclaims beneficial
ownership in any of the securities covered by this statement. Daruma
and the Principal Shareholder are of the view that they are not acting
as a "group" for purposes of Section 13(d) under the 1934 Act and that
they are not otherwise required to attribute to each other the
"beneficial ownership" of securities held by any of them or by any
persons or entities advised by Daruma.
(a) Amount beneficially owned: 1,524,400
(See Item 4 & Exhibit A)
(b) Percent of Class: 11.8%
(See Item 4 & Exhibit A)
(c) Powers Number of Shares
(i)Sole power to vote or to direct the vote 723,700
(See Item 4 & Exhibit A)
(ii)Shared power to vote or to direct the vote 0
(iii)Sole power to dispose or to direct disposition 1,524,400
(See Item 4 & Exhibit A)
(iv)Shared power to dispose or to direct disposition 0
Item 5. Ownership of 5% or less of a class
Not applicable
Item 6. Ownership of more than 5% on behalf of Another Person:
Investment advisory clients of Daruma Asset Management, Inc. have
the right to receive dividends from as well as the proceeds from
the sale of securities covered by this statement.
Item 7. Identification and Classification of the Subsidiary which
acquired the Security being reported on by the ultimate parent company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below, we certify to the best of our knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect. This report shall
not be construed as an admission by the persons filing the
report that they are beneficial owners of any of the securities
covered by this report.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Date: February 12, 2004
DARUMA ASSET MANAGEMENT, INC.
/s/Mary B. O'Byrne
By: Mary B. O'Byrne
Vice President
Mariko O. Gordon
By: /s/Mary B. O'Byrne
Attorney-in-fact for
Mariko O. Gordon pursuant to
Power of Attorney filed as Exhibit C to this Schedule G
EXHIBIT A
Daruma Asset Management, Inc. ("Daruma") presently holds 1,524,400
shares of 3D Sytems Corporation (the "Issuer") common stock.
Daruma has sole investment discretion over 1,524,400 shares
and sole voting discretion over 723,700 shares, which are held for
the benefit of its clients by its separate managed investment
advisory accounts.
The shares were acquired in the ordinary course of business,
and not with the purpose or effect of changing or influencing
control of the Issuer. The filing of this statement should
not be construed as an admission that Daruma is, for the purposes of
Sections 13 or 16 of the Securities Exchange Act of 1934, the
beneficial owner of these shares.
EXHIBIT B
Joint Filing Agreement
In accordance with Rule 13d-1(f)(f) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agrees to the joint
filing with each other of the foregoing statement on Schedule 13G
and to all amendments thereto and that such statement
and each amendment to such statement is made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby agree to execute this
Agreement on February 12, 2004
DARUMA ASSET MANAGEMENT, INC.
By: Mary B. O'Byrne
MARY B. O'BYRNE, Vice President
Mariko O. Gordon
MARIKO O. GORDON, President
EXHIBIT C
Power of Attorney
Mariko O. Gordon hereby appoints Mary B. O'Byrne her true and
lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13G, any amendments
thereto or any related documentation which may be required to be
filed in her individual capacity as a result of her position as an officer,
director or shareholder of Daruma Asset Management, Inc. and, granting
unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing which she might or could do
in person, hereby ratifies and confirms all that said attorney-in-fact
and agent may lawfully do or cause to be done by virtue
hereof.
/s/Mariko O. Gordon
MARIKO O. GORDON