0001104659-05-000114.txt : 20050103 0001104659-05-000114.hdr.sgml : 20041231 20050103165053 ACCESSION NUMBER: 0001104659-05-000114 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050103 DATE AS OF CHANGE: 20050103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOEWENBAUM G WALTER II CENTRAL INDEX KEY: 0001039752 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 8009449518 MAIL ADDRESS: STREET 1: 111 CONGRESS STREET 2: STE 1600 CITY: AUSTIN STATE: TX ZIP: 78701 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 3D SYSTEMS CORP CENTRAL INDEX KEY: 0000910638 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954431352 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60025 FILM NUMBER: 05503032 BUSINESS ADDRESS: STREET 1: 26081 AVENUE HALL CITY: VALENCIA STATE: CA ZIP: 91355 BUSINESS PHONE: 6612955600 MAIL ADDRESS: STREET 1: 26081 AVENUE HALL CITY: VALENCIA STATE: CA ZIP: 91355 FORMER COMPANY: FORMER CONFORMED NAME: 3 D SYSTEMS CORP DATE OF NAME CHANGE: 19930816 SC 13D/A 1 a04-15474_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a)

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

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

STI Healthcare, Inc.

Suite 4-150

12301 Research Boulevard

Austin, TX 78759

(877) 296-3500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 30, 2004

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 (“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).

CUSIP No. 88554D205

	1.	Names 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 (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,174,340

			8.	Shared Voting Power 255,791

			9.	Sole Dispositive Power 1,174,340

			10.	Shared Dispositive Power 255,791

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,430,131

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 10.0%

	14.	Type of Reporting Person (See Instructions) IN

This Amendment No. 3 is filed in accordance with Rule 13d-2 of the Securities and Exchange Act of 1934, as amended, by G. Walter Loewenbaum II and refers only to information which has materially changed since the filing of Amendment No. 2 to Schedule 13D by Mr. Loewenbaum on November 26, 2003. The items identified below, or the particular paragraphs of the items which are identified below, are amended to add the information as set forth below.
Item 1.	Security and Issuer
This statement relates to shares of common stock, par value $0.001 per share, which we refer to in this statement as the Common Stock, of 3D Systems Corporation, a Delaware corporation, which we refer to in this statement as 3D Systems. The address of 3D Systems' principal executive offices is 26081 Avenue Hall, Valencia, California 91355.
Item 2.	Identity and Background
This statement is being filed by G. Walter Loewenbaum II. Mr. Loewenbaum's business address is STI Healthcare, Inc., Suite 4-150, 12301 Research Boulevard, Austin, Texas 78759. Mr. Loewenbaum is President and Chief Executive Officer of STI Healthcare, Inc., a healthcare software company whose address is Suite 4-150, 12301 Research Boulevard, Austin, Texas 78759. Mr. Loewenbaum also serves as Chairman of 3D Systems' board of directors.
During the last five years, Mr. Loewenbaum has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of the proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to those laws.
Mr. Loewenbaum is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
Mr. Loewenbaum acquired the shares of Common Stock reported in this statement through the conversion of $1,000,000 principal amount of 3D Systems' 7% convertible subordinated debentures due 2006. These debentures were purchased with the personal funds of Mr. Loewenbaum and his family.
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 the Common Stock and other securities of 3D Systems in open market transactions or otherwise. Any decision of Mr. Loewenbaum either to purchase additional securities or to dispose of any securities 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 1,430,131 shares of the Common Stock, which is approximately 10.0% of the shares of the Common Stock believed to be outstanding. Mr. Loewenbaum beneficially owns a total of 1,174,340 shares with sole voting and dispositive power, and he shares voting and dispositive power with his wife Lillian Loewenbaum with respect to 255,791 shares. Mrs. Loewenbaum's address is STI Healthcare, Inc., Suite 4-150, 12301 Research

Boulevard, Austin, Texas 78759. During the last five years, Mrs. Loewenbaum has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of the proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to those laws. Mrs. Loewenbaum is a citizen of the United States.
(c) On December 30, 2004, Mr. Loewenbaum converted an aggregate $1,000,000 in principal amount of 3D Systems' 7% convertible subordinated debentures due 2006 at a price of $12.00 per share of Common Stock into an aggregate 83,332 shares of Common Stock.
The 7% debentures were converted as follows: (a) the G. Walter Loewenbaum IRA converted $300,000 principal amount of the 7% debentures into 25,000 shares of Common Stock; (b) The Lillian Shaw Loewenbaum Trust for which Mrs. Loewenbaum serves as trustee, converted $60,000 of the 7% debentures into 5,000 shares of Common Stock; (c) The Loewenbaum 1992 Trust for which Mr. and Mrs. Loewenbaum serve as trustees converted $90,000 of the 7% debentures into 7,500 shares of Common Stock; (d) the Anna Willis Loewenbaum 1993 Trust for which Mr. and Mrs. Loewenbaum serve as trustees converted $275,000 of the 7% debentures into 22,916 shares of Common Stock; and (e) the Elizabeth Scott Loewenbaum 1993 Trust for which Mr. and Mrs. Loewenbaum serve as trustees converted $275,000 of the 7% debentures into 22,916 shares of Common Stock.
All 7% debentures were purchased in a private placement transaction using personal funds.
Except for the shares acquired pursuant to this transaction, no transactions involving the Common Stock of 3D Systems have been effected by Mr. Loewenbaum during the past 60 days.
Mr. Loewenbaum expressly disclaims beneficial ownership of (i) 83,496 shares of Common Stock issuable upon conversion of the 6% convertible subordinated debentures and (ii) the 45,371 shares of Common Stock held by Mrs. Loewenbaum. Mr. Loewenbaum also disclaims beneficial ownership of any securities over which he has neither voting nor dispositive authority. The filing of this statement on Schedule 13D by Mr. Loewenbaum is not an admission by Mr. Loewenbaum that he is, for the purposes of Section 13(d) of the Exchange Act, the beneficial owner of any of these shares of Common Stock.
(d) Other than Mr. Loewenbaum, Mrs. Loewenbaum has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of some of the securities of 3D Systems.
(e) Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except for the Debenture Purchase Agreement regarding 3D Systems' 6% convertible subordinated debentures due 2013, pursuant to which Mr. Loewenbaum and his affiliates purchased $1,550,000 principal amount of such debentures and stock option agreements with 3D Systems, pursuant to which Mr. Loewenbaum has the right to purchase shares of the Common Stock, and except as may be set forth in Mr. Loewenbaum's initial filing on Schedule 13D and Amendment Nos. 1 and 2 thereto, Mr. Loewenbaum does not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of 3D Systems, including but not limited to the transfer or voting of any of these 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.

Item 7.

Material to Be Filed as Exhibits

Exhibit No.		Description
24		Power of Attorney dated as of December 29, 2004 by G. Walter Loewenbaum II

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	G. Walter Loewenbaum II


	January 3, 2005
	Date
	/s/ Robert M. Grace, Jr.
	Signature
	Robert M. Grace, Jr., Attorney-in-Fact
	Name/Title

EX-24 2 a04-15474_1ex24.htm EX-24

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Robert M. Grace, Jr. and Fred R. Jones, or either of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a shareholder of 3D Systems Corporation (the “Company”), and with respect to securities of the Company beneficially owned by the undersigned, a Schedule 13D or Schedule 13G and any amendments thereto in accordance with Sections 13(d) and (g) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such filings [font?], complete and execute any amendment or amendments thereto, and timely file such schedules with the SEC and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D or 13G or any amendments thereto with respect to the undersigned’s beneficial ownership of securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

[signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of December, 2004.

		/s/ G. Walter Loewenbaum II
		Signature

		G. Walter Loewenbaum II
		Print Name

Under the Securities Exchange Act of 1934 (Amendment No. 3)*

Under the Securities Exchange Act of 1934
(Amendment No. 3)*