Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on October 7, 2024

Registration No. 333-    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

3D SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		95-4431352
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
333 Three D Systems Circle Rock Hill, South Carolina		29730
(Address of Principal Executive Offices)		(Zip Code)

 

 

2015 Incentive Plan of 3D Systems Corporation

(Full title of the plan)

 

 

Andrew W.B. Wright, Esq.

Senior Vice President, General Counsel and Secretary

3D Systems Corporation

333 Three D Systems Circle

Rock Hill, South Carolina 29730

(Name and address of agent for service)

[phone]

(Telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

 

 

 

---

EXPLANATORY NOTE

On May  19, 2015, 3D Systems Corporation (the “Registrant”) filed a Registration Statement on Form S-8 (Registration No. 333-204305) (the “2015 Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 6,300,000 shares of common stock, par value $0.001 per share (“Common Stock”), for issuance pursuant to the 2015 Incentive Plan of 3D Systems Corporation (the “Plan”). The Registrant previously filed Registration Statements on Form S-8 on July 11, 2017 (Registration No. 333-219222), on May  29, 2020 (Registration No. 333-238794) and on May  27, 2022 (Registration No. 333-265256) (collectively, and together with the 2015 Registration Statement, the “Prior Registration Statements”) with the Commission to register an additional 7,140,011 shares, 4,860,000 shares and 6,935,000 shares, respectively, of Common Stock for issuance under the Plan in connection with amendments and restatements of the Plan.

This Registration Statement registers an additional 4,000,000 shares of Common Stock for issuance under the Plan in connection with a further amendment and restatement of the Plan, which was approved by the stockholders of the Registrant on August 30, 2024.

Accordingly, and pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated by reference herein.

 

2

---

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission (File No. 001-34220):

 

a)

the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the Commission on August 13, 2024;

 

b)

the Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March  31, 2024 and June 30, 2024 as filed with the Commission on August 20, 2024 and August 29, 2024, respectively;

 

c)

the Registrant’s Current Reports on Form 8-K, filed with the Commission on January  11, 2024 (Item 5.02 only), March  5, 2024, March  11, 2024, March  22, 2024, March  29, 2024, May  1, 2024, June  28, 2024, July  25, 2024, September  3, 2024, and September 13, 2024 and Current Reports on Form 8-K/A filed with the Commission on August 13, 2024 (Items  4.01 and 9.01) and August 13, 2024 (Item 4.01); and

 

d)

the description of the Registrant’s Common Stock contained in Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, including any subsequent amendment or any report subsequently filed for the purpose of updating such description.

All reports and other documents filed pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any document and any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such document or statement. Any such document or statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Nothing in this Registration Statement shall be deemed to incorporate documents or information furnished but not filed with the Commission pursuant to Item 2.02 or Item 7.01 of Form 8-K.

 

Item 8.

Exhibits.

The following are filed as exhibits to this Registration Statement:

 

Exhibit No.		Description
5*		Opinion of McGuireWoods LLP.
23.1*		Consent of BDO USA, P.C.
23.2*		Consent of McGuireWoods LLP (included in Exhibit 5).
24*		Power of Attorney (included in the signature pages to this Registration Statement).
99		Amended and Restated 2015 Incentive Plan of 3D Systems Corporation (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 3, 2024 (File No. 001-34220)).
107*		Filing Fee Table.

 

*	filed herewith

 

3

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rock Hill, State of South Carolina, on October 7, 2024.

 

3D SYSTEMS CORPORATION
By:		/s/ JEFFREY A. GRAVES
Name:		Jeffrey A. Graves
Title:		Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Jeffrey A. Graves and Andrew W.B. Wright, or either of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, 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 this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the 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 connection therewith, 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 their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 7, 2024.

 

Signature				Title
/s/ JEFFREY A. GRAVES				Chief Executive Officer, President and Director
Jeffrey A. Graves				(Principal Executive Officer)
/s/ JEFFREY D. CREECH				Executive Vice President and Chief Financial Officer
Jeffrey D. Creech				(Principal Financial and Accounting Officer)
/s/ CHARLES G. MCCLURE, JR.				Chairman of the Board of Directors
Charles G. McClure, Jr.
/s/ MALISSIA R. CLINTON				Director
Malissia R. Clinton
/s/ CLAUDIA N. DRAYTON				Director
Claudia N. Drayton
/s/ THOMAS W. ERICKSON				Director
Thomas W. Erickson
/s/ JIM D. KEVER				Director
Jim D. Kever
/s/ KEVIN S. MOORE				Director
Kevin S. Moore
/s/ VASANT PADMANABHAN				Director
Vasant Padmanabhan
/s/ JOHN J. TRACY				Director
John J. Tracy

 

4

 

				Exhibit 5

October 7, 2024

3D Systems Corporation

333 Three D Systems Circle

Rock Hill, South Carolina 29730

3D Systems Corporation

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to 3D Systems Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) on or about the date hereof pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of 4,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issuable under the Company’s Amended and Restated 2015 Incentive Plan (the “Plan”).

This opinion letter is being furnished in accordance with the requirements of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

In rendering the opinions set forth below, we have examined such corporate records, certificates of officers of the Company and of public officials, and other instruments and documents as we have considered necessary, including (i) the Registration Statement, (ii) the Company’s Certificate of Incorporation, as amended through the date hereof, (iii) the Company’s Amended and Restated By-Laws, as amended through the date hereof, (iv) the Plan, (v) resolutions of the Company’s Board of Directors approving the Plan and authorizing the registration and issuance of the Shares and (vi) a certificate issued by the Secretary of State of the State of Delaware on the date hereof to the effect that the Company is existing under the laws of the State of Delaware and in good standing (the “Good Standing Certificate”). In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original of all documents submitted to us as copies and, to the extent we have received and relied upon certificates of the Company or authorized representatives thereof and certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with respect to factual matters.

Based upon the foregoing and such other information and documents as we have considered necessary for the purposes hereof, and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that:

1. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware.

Atlanta | Austin | Baltimore | Charlotte | Charlottesville | Chicago | Dallas | Houston | Jacksonville | London | Los Angeles - Century City

Los Angeles - Downtown | New York | Norfolk | Pittsburgh | Raleigh | Richmond | San Francisco | Tysons | Washington, D.C.

---

3D Systems Corporation

October 7, 2024

Page 2

 

2. The Shares have been duly authorized and, when and to the extent issued in accordance with the terms of the Plan and any award agreement entered into under the Plan, the Shares will be validly issued, fully paid and nonassessable.

The opinions expressed above are limited to the General Corporation Law of the State of Delaware in effect on the date hereof. We do not express any opinion as to the laws of any other jurisdiction.

The opinion set forth in paragraph 1 above as to the valid existence and good standing of the Company is based solely upon our review of the Good Standing Certificate.

We hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

This opinion letter is rendered as of the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein. This opinion letter is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any matters beyond the matters expressly set forth herein.

 

Very truly yours,

/s/ McGuireWoods LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated August 13, 2024, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, of 3D Systems Corporation, appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Our report on the effectiveness of internal control over financial reporting expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

 

/s/ BDO USA, P.C.

Charlotte, NC

October 7, 2024

 

Exhibit 107

CALCULATION OF FILING FEE TABLE

Form

S-8

(Form Type)

3D Systems Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1 - Newly Registered Securities

 

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered (1)

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Common Stock, par value $0.001 per share

Other

4,000,000 (2)

$2.72 (3)

$10,880,000 (3)

0.00015310

$1,665.73

Total Offering Amounts

$10,880,000

$1,665.73

Total Fee Offsets (4)

$0

Net Fee Due

$1,665.73

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 also covers such indeterminable number of additional shares of 3D System Corporation (the “Registrant”) common stock, par value $0.001 per share (“Common Stock”), as may become issuable under the Amended and Restated 2015 Incentive Plan of 3D Systems Corporation (the “Plan”) to prevent dilution in the event of a reorganization, reclassification, stock split, dividend or distribution, or any similar transaction.

 

(2)	Registers shares of Common Stock to be issued pursuant to future awards under the Plan.

 

(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on October 1, 2024.

 

(4)	The Registrant does not have any fee offsets.

Submission	Oct. 07, 2024
Submission [Line Items]
Central Index Key	0000910638
Registrant Name	3D SYSTEMS CORP
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Oct. 07, 2024 USD ($)
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, par value $0.001 per share
Amount Registered	4,000,000
Proposed Maximum Offering Price per Unit	2.72
Maximum Aggregate Offering Price	$ 10,880,000
Fee Rate	0.01531%
Amount of Registration Fee	$ 1,665.73
Offering Note	(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 also covers such indeterminable number of additional shares of 3D System Corporation (the “Registrant”) common stock, par value $0.001 per share (“Common Stock”), as may become issuable under the Amended and Restated 2015 Incentive Plan of 3D Systems Corporation (the “Plan”) to prevent dilution in the event of a reorganization, reclassification, stock split, dividend or distribution, or any similar transaction.   (2) Registers shares of Common Stock to be issued pursuant to future awards under the Plan.   (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on October 1, 2024.

Fees Summary	Oct. 07, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 10,880,000
Total Fee Amount	1,665.73
Total Offset Amount	0
Net Fee	$ 1,665.73

---