8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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):  April 28, 2011

3D SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-34220	95-4431352
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

333 Three D Systems Circle Rock Hill, South Carolina	29730
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:   (803) 326-3900

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On April 28, 2011, 3D Systems Corporation (the “Company”) issued a press release setting forth the Company’s results of operations for its first quarter ended March 31, 2011.  A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by this reference.  The information in this Item (and in such press release) shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

Item 7.01.  Regulation FD Disclosure.

Included in the press release mentioned above is an announcement that the Company plans to hold a conference call and webcast at 11:30 a.m., Eastern Time, on Thursday, April 28, 2011, to discuss its first quarter ended March 31, 2011 financial results.  A copy of this press release, which contains additional information regarding how to access the conference call and webcast and how to listen to a recorded playback of the call after it is completed, is attached as Exhibit 99.1 to this Current Report on From 8-K.  The slides to be presented on the webcast are attached as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

99.1   Press Release dated April 28, 2011.

99.2  Webcast slides dated April 28, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	3D SYSTEMS CORPORATION
Date: April 28, 2011
	By:         /s/ Robert M. Grace, Jr.
	(Signature)
	Name:     Robert M. Grace, Jr.
	Title:       Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release dated April 28, 2011
99.2	Webcast slides dated April 28, 2011

EX-99

EXHIBIT 99.1

3D Systems Earns 28 Cents Per Share; Announces Two-for-One Stock Split

ROCK HILL, S.C., April 28, 2011 (GLOBE NEWSWIRE) -- 3D Systems Corporation (Nasdaq:TDSC) announced today that it earned 28 cents per share, fully diluted, for the first quarter of 2011 on a 51% revenue increase and a 62% gross profit improvement compared to the first quarter of 2010.

"We are pleased with our continued strong revenue growth and gross profit margin expansion from all of our products and services," said Abe Reichental, 3D Systems' President and Chief Executive Officer.

The company also announced that its Board of Directors has declared a two-for-one split of the company's common stock. On May 18, 2011, each stockholder of record at the close of business on May 9, 2011 will receive one additional share for every outstanding share held on the record date. Trading is expected to begin on a split-adjusted basis on May 19, 2011. The company believes that the stock split could increase trading liquidity and attract a broader investor base.

The table below summarizes the company's key first quarter financial results.

($ in millions)	First Quarter
Operating Highlights	2011	2010	% Change Favorable (Unfavorable)
Revenue	$47.9	$31.6	51%
Gross profit	$23.2	$14.3	62%
% of revenue	48%	45%
Operating expenses	$15.8	$11.7	(35%)
% of revenue	33%	37%
Operating income	$7.4	$2.7	179%
% of revenue	15%	8%
Net income	$6.8	$2.0	238%
% of revenue	14%	6%
Diluted earnings per share	$0.28	$0.09	211%
Available cash	$70.8	$26.6	166%
Depreciation & amortization	$2.4	$1.5	(60%)
% of revenue	5%	5%
- Percents are rounded to nearest whole number

For the first quarter 2011 the company delivered revenue growth from all its revenue categories. 3D printers accounted for a $4.8 million increase, print materials grew by $2.0 million and services, including custom parts, increased by $9.6 million compared to the first quarter of 2010.  Organic growth accounted for 23% of the total revenue increase.  

Gross profit margin for the quarter expanded 310 basis points to 48.4% over the 2010 quarter reflecting across the board margin gains on volume and mix and from continuous operational improvements.  

The company reported that its net income of $6.8 million for the 2011 quarter included $2.8 million of non-cash expenses related to depreciation, amortization and stock-based compensation expense compared to $2.0 million of net income for the 2010 quarter, which included $1.8 million comparable non-cash expenses. 

The company ended the first quarter of 2011 with $70.8 million of available cash. During the quarter the company used $22.7 million to fund strategic investing activities and completed a common stock offering with net proceeds of $54.0 million.

"We remain focused on democratizing access to affordable and viable 3D content-to-print solutions for professionals and consumers alike. We are optimistic about our future and believe that we are on track to achieve our long-term target operating model," concluded Reichental.

Conference Call and Audio Webcast Details

3D Systems will hold a conference call and audio webcast to discuss its operating results for the first quarter 2011 on Thursday, April 28, 2011 at 11:30 a.m., Eastern Time.  

• To access this Conference Call, dial 1-(888) 626-7452 from in the U.S. or (201) 604-5102 from outside the U.S.
• To access the audio webcast, log onto 3D Systems' Web site at www.3dsystems.com/ir. To ensure timely participation and technical capability, we recommend logging on a few minutes prior to the conference call to activate your participation. The webcast will be available for replay beginning approximately two hours after completion of the call at: www.3dsystems.com/ir.

Forward-Looking Statements

Certain statements made in this release that are not statements of historical or current facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company to be materially different from historical results or from any future results expressed or implied by such forward-looking statements.  In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements in the conditional or future tenses or that include terms such as "believes," "belief," "expects," "estimates," "intends," "anticipates" or "plans" to be uncertain and forward-looking.  Forward-looking statements may include comments as to the company's beliefs and expectations as to future events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the control of the company. The factors described under the headings "Forward-Looking Statements," "Cautionary Statements and Risk Factors," and "Risk Factors" in the company's periodic filings with the Securities and Exchange Commission, as well as other factors, could cause actual results to differ materially from those reflected or predicted in forward-looking statements.

About 3D Systems Corporation

3D Systems is a leading provider of 3D content-to-print solutions including 3D printers, print materials and custom part services. Its expertly integrated rapid prototyping and manufacturing solutions reduce the time and cost of designing new products and printing real parts directly from digital input. These solutions are used to design, communicate, prototype and produce functional end-use parts and customers create with confidence.

More information on the company is available at www.3DSystems.com, www.Printin3D.com, www.3Dproparts.com, www.toptobottomdental.com, www.dpt-fast.com, www.bitsfrombytes.com, www.mqast.com, www.quickparts.com, blog.3Dsystems.com, or via email at moreinfo@3Dsystems.com.

The 3D Systems Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4537

Tables Follow

3D SYSTEMS CORPORATION
Unaudited Consolidated Statements of Operations and Comprehensive Income
Quarters Ended March 31, 2011 and 2010
	Quarter Ended March 31,
(in thousands, except per share amounts)	2011	2010
Revenue:
Products	$ 29,144	$ 22,397
Services	18,752	9,230
Total revenue	47,896	31,627
Cost of sales:
Products	13,751	11,004
Services	10,948	6,302
Total cost of sales	24,699	17,306
Gross profit	23,197	14,321
Operating expenses:
Selling, general and administrative	12,964	9,158
Research and development	2,822	2,505
Total operating expenses	15,786	11,663
Income from operations	7,411	2,658
Interest and other income (expense), net	296	(404)
Income before provision for income taxes	7,707	2,254
Provision for income taxes	885	236
Net income	$ 6,822	$ 2,018
Other comprehensive income
Unrealized gain (loss) on pension obligation	3	(7)
Foreign currency translation adjustments	1,123	(514)
Comprehensive income	$ 7,948	$ 1,497
Basic earnings per share (1)	$ 0.29	$ 0.09
Diluted earnings per share (1)	$ 0.28	$ 0.09
(1) See Schedule 1 for the calculation of basic and diluted earnings per share.

3D SYSTEMS CORPORATION
Unaudited Consolidated Balance Sheets
March 31, 2011 and December 31, 2010
(in thousands)	March 31, 2011	December 31, 2010
ASSETS
Current assets:
Cash and cash equivalents	$ 70,828	$ 37,349
Accounts receivable, net	39,293	35,800
Inventories, net	26,573	23,811
Prepaid expenses and other current assets	2,671	1,295
Deferred income tax assets	1,585	1,874
Restricted cash	12	11
Total current assets	140,962	100,140
Property and equipment, net	27,071	27,669
Other intangible assets, net	33,590	18,275
Goodwill	73,793	58,978
Other assets, net	4,087	3,738
Total assets	$ 279,503	$ 208,800
LIABILITIES AND EQUITY
Current liabilities:
Current portion of capitalized lease obligations	$ 198	$ 224
Accounts payable	23,363	26,556
Accrued and other liabilities	27,439	17,969
Customer deposits	2,387	2,298
Deferred revenue	11,072	10,618
Total current liabilities	64,459	57,665
Long-term portion of capitalized lease obligations	7,655	8,055
Other liabilities	10,418	9,961
Total liabilities	82,532	75,681
Commitments and contingencies	--	--
Stockholders' equity:
Preferred stock, authorized 5,000 shares, none issued	--	--
Common stock, authorized 60,000 shares, issued and outstanding 25,005 (2011) and 23,474 shares (2010)	25	23
Additional paid-in capital	242,157	186,252
Treasury stock, at cost; 137 shares (2011) and 134 shares (2010)	(192)	(189)
Accumulated deficit	(51,103)	(57,925)
Accumulated other comprehensive income	6,084	4,958
Total equity	196,971	133,119
Total liabilities and equity	$ 279,503	$ 208,800

3D SYSTEMS CORPORATION
Unaudited Consolidated Statements of Cash Flows
Three Months Ended March 31, 2011 and 2010
	Three Months Ended March 31,
(in thousands)	2011	2010
Cash flows from operating activities:
Net income	$ 6,822	$ 2,018
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes	341	41
Depreciation and amortization	2,410	1,511
Provision for bad debts, net	469	(4)
Stock-based compensation	387	267
Loss on the disposition of property and equipment	--	2
Changes in operating accounts:
Accounts receivable	474	1,590
Inventories	(2,355)	(1,982)
Prepaid expenses and other current assets	(1,075)	(165)
Accounts payable	(7,445)	1,405
Accrued liabilities	1,009	92
Customer deposits	45	(84)
Deferred revenue	(843)	(195)
Other operating assets and liabilities	50	271
Net cash provided by operating activities	289	4,767
Cash flows used in investing activities:
Purchases of property and equipment	(475)	(254)
Acquisition of businesses, net of cash acquired	(22,125)	(2,600)
Additions to license and patent costs	(66)	(118)
Net cash used in investing activities	(22,666)	(2,972)
Cash flows provided by financing activities:
Proceeds from issuance of common stock	53,985	--
Restricted stock proceeds and stock options	1,532	217
Repayment of long-term debt	(55)	(52)
Restricted cash	(1)	--
Net cash provided by financing activities	55,461	165
Effect of exchange rate changes on cash	395	(237)
Net increase in cash and cash equivalents	33,479	1,723
Cash and cash equivalents at the beginning of the period	37,349	24,913
Cash and cash equivalents at the end of the period	$ 70,828	$ 26,636
Supplemental Cash Flow Information:
Interest payments	$ 145	$ 149
Income tax payments	258	125
Non-cash items:
Transfer of equipment from inventory to property and equipment, net	--	430
Transfer of equipment to inventory from property and equipment, net	5	369
Issuance of stock for acquisition of businesses	--	2,000

3D SYSTEMS CORPORATION
Schedule 1
Following is a reconciliation of the numerator and denominator of the basic and diluted net earnings (loss) per share computations:
	Quarter Ended March 31,
(in thousands, except per share amounts)	2011	2010
Basic and diluted earnings per share:
Basic earnings per share:
Numerator:
Net income	$ 6,822	$ 2,018
Denominator:
Weighted average common shares outstanding	23,793	22,844
Basic earnings per share	$ 0.29	$ 0.09
Diluted earnings per share:
Numerator:
Net income	$ 6,822	$ 2,018
Denominator:
Weighted average common shares outstanding	23,793	22,844
Effect of dilutive securities:
Stock options and restricted stock awards	528	278
Diluted weighted average shares outstanding	24,321	23,122
Diluted earnings per share	$ 0.28	$ 0.09

CONTACT: Investor Contact: Stacey Witten
         803-326-4010
         WittenS@3dsystems.com

         Media Contact: Katharina Hayes
         803-326-3941
         HayesK@3dsystems.com

EX-99

Conference Call and Webcast

First Quarter 2011

www.3dsystems.comNASDAQ:TDSC

Company Confidential

2

Participants

Company Confidential

3

Welcome Webcast Viewers

Company Confidential

4

Forward Looking Statements

This presentation contains forward-looking statements, as defined by federal and state securities laws.Forward-looking statements include
statements concerning plans, objectives, goals, strategies, expectations, intentions, projections, developments, future events, performance
or products, underlying assumptions, and other statements which are other than statements of historical facts.In some cases, you can
identify forward-looking statements by terminology such as ''may,'' ''will,'' ''should,'' “hope,'' "expects,'' ''intends,'' ''plans,'' ''anticipates,''
"contemplates," ''believes,'' ''estimates,'' ''predicts,'' ''projects,'' ''potential,'' ''continue,'' and other similar terminology or the negative of
these terms.From time to time, we may publish or otherwise make available forward-looking statements of this nature. All such forward-
looking statements, whether written or oral, and whether made by us or on our behalf, are expressly qualified by the cautionary statements
described on this message including those set forth below.In addition, we undertake no obligation to update or revise any forward-looking
statements to reflect events, circumstances, or new information after the date of the information or to reflect the occurrence or likelihood of
unanticipated events, and we disclaim any such obligation.

Forward-looking statements are only predictions that relate to future events or our future performance and are subject to known and
unknown risks, uncertainties, assumptions, and other factors, many of which are beyond our control, that may cause actual results,
outcomes, levels of activity, performance, developments, or achievements to be materially different from any future results, outcomes,
levels of activity, performance, developments, or achievements expressed, anticipated, or implied by these forward-looking statements. As a
result, we cannot guarantee future results, outcomes, levels of activity, performance, developments, or achievements, and there can be no
assurance that our expectations, intentions, anticipations, beliefs, or projections will result or be achieved or accomplished.These forward-
looking statements are made as of the date hereof and are based on current expectations, estimates, forecasts and projections as well as the
beliefs and assumptions of management.3D System’s actual results could differ materially from those stated or implied in forward-looking
statements.Past performance is not necessarily indicative of future results.We do not intend to update these forward looking statements
even though our situation may change in the future.Further, we encourage you to review the risks that we face and other information
about us in our filings with the SEC, including our Annual Report on Form 10-K which was filed on February 17, 2011.These are available at
www.SEC.gov.

Operating Results

Abe Reichental, President & CEO

www.3dsystems.comNASDAQ:TDSC

Company Confidential

6

First Quarter 2011 Highlights

Financial Review

Damon Gregoire, Senior Vice President & CFO

www.3dsystems.comNASDAQ:TDSC

Company Confidential

8

First Quarter 2011

2010

2010

2010

110%

Across-The-Board Revenue Growth

$ in millions

52%

103%

15%

9%

$ 4.0

$ 8.4

$ 4.7

$ 5.1

$ 9.2

$ 18.8

$ 13.6

$ 15.6

$ 4.1

$ 6.2

2010

Company Confidential

9

First Quarter
Drivers	2011	2010	% Change Favorable/(Unfavorable)
Revenue	$ 47.9	$ 31.6	51%
Gross Profit	$ 23.2	$ 14.3	62%
% of Revenue	48%	45%
Operating Expenses	$15.8	$11.7	(35%)
% of Revenue	33%	37%
Net Income	$6.8	$2.0	238%
% of Revenue	14%	6%
Depreciation & Amortization	$2.4	$1.5	(60%)
% of Revenue	5%	5%
Diluted Earnings Per Share	$0.28	$0.09	211%

$ in millions, except earnings per share

-Percents are rounded to nearest whole number

First Quarter 2011 Operating Results

Company Confidential

10

Factors Affecting Earnings Per Share

•Legal costs reduced EPS by 7 cents per share for the quarter

•As anticipated, the negative impact from V-Flash® activity decreased
and did not affect our reported EPS for the quarter

Future performance may result in release of portions of our valuation
allowance on deferred tax assets.We expect to periodically evaluate
the timing and amounts of future releasesof valuation allowances as
required.

Company Confidential

11

Revenue Categories

Geography

First Quarter Revenue by Category & Geography

Asia Pacific

2010

2010

2011

2011

Company Confidential

12

First Quarter
Category	2011		2010		Yr-Yr%
	$ Millions	Gross Profit Margin	$ Millions	Gross Profit Margin	$	Margin
Printers	$5.5	41%	$ 3.1	36%	75%	13%
Print materials	$9.9	63%	$ 8.3	61%	20%	5%
Services(1)	$7.8	42%	$ 2.9	32%	167%	31%
Total	$23.2	48%	$ 14.3	45%	62%	7%

Q210
45.4%

Q4-10
48.2%

Q1-11
48.4%

First Quarter Gross Profit and Margin

Company Confidential

13

First Quarter
Category	2011	2010	% Change Favorable (Unfavorable)
Selling, general & administrative	$13.0	$ 9.2	(42%)
Research and development	$2.8	$ 2.5	(13%)
Total Operating Expenses	$15.8	$ 11.7	(35%)
% of Revenue	33%	37%	11%

- Columns may not foot due to rounding

•Total operating expenses increased primarily due to:

•Higher commissions from increased revenue

•Cost from additional acquisitions made during the quarter

•Legal expenses of $1.7 million primarily due to litigation concentration and timing

•Selling, general & administrative expenses decreased to 27% of revenue for the quarter from 29% in the first
quarter of 2010

•Research & development expenses decreased to 6% of revenue in 2011 from 8% of revenue in the 2010
quarter

($ in millions)

First Quarter Operating Expenses

Company Confidential

14

	March 31, 2011	December 31,2010	% Change Favorable (Unfavorable)
Cash	$70.8	$ 37.3	90%
Inventory	$ 26.6	$23.8	(12%)
Accounts Receivable	$ 39.3	$ 35.8	10%
Accounts Payable	$ 23.4	$ 26.6	12%
Working Capital	$ 76.5	$ 42.5	80%

•Cash increased $33.5 million fromthe fourth quarter of 2010,primarily reflecting $54.0
million proceeds from our equity raise and $22.1 million paid in cash for acquisitions during the
quarter

•Working capital increased $34.0 million compared to the end of 2010,including a $3.5 million
increasein accounts receivable and a $7.5 million decrease in trade accounts payable

•Inventory increased $2.8 million primarilyrelated to timing of inventory purchases and
customer deliveries

($ in millions)

Working Capital

Company Confidential

15

Drivers

Model Ranges

Q1 Actual Results

Revenue

$200.0

$300.0

$ 47.9

Gross Profit

56%

62%

48%

SG&A

23%

20%

27%

R&D

7%

5%

6%

Operating Income

26%

37%

15%

Net Income After Tax*

18%

22%

14%

Depreciation & Amortization

4%

3%

5%

Capital Expenditures

2%

1%

1%

Recurring Revenue

70%

75%

72%

($ millions)

* Net income is inclusive of the estimated fully-burdened tax rate.

- The Company’s current NOLs reduce the cash taxes to the portion relating to the Non-U.S.obligations.

This target model is not intended to constitute financial guidance related to the company’s expected performance.It is based upon management’s current
expectations concerning future events and trends and is necessarily subject to uncertainties.

Progress Towards Operating Model

Outlook and Progress

Abe Reichental, President & CEO

www.3dsystems.comNASDAQ:TDSC

Company Confidential

17

Recent Developments

We continued to expand our custom parts services by:

•Acquiring Quickparts® in Atlanta, GA and ATI in Austin, TX

•Refining operations and optimizing capabilities as required

We expanded our reseller channel and grew personal and professional printer unit shipments and revenues
over the comparable 2010 quarter

We announced plans to bring additional printer and print material production to Rock Hill and purchased
expansion land adjacent to our headquarters

We grew our healthcare solutions revenue and installed base year over year and remain optimistic about our
growth prospects

We acquired Sycode, a software company in India as a step towards building 3D professional and consumer
content tools and as part of our expansion into India.We also acquired Print3D, a startup desktop tools and
utilities custom parts services company.

We strengthened our printer services offerings through the acquisition of NRP

Company Confidential

18

Revenue Outlook

Company Confidential

19

Gross Profit and Operating Expenses Outlook

Company Confidential

20

Bottom Line

Company Confidential

21

Q&A Session

Thank You For Participating

Replay available at www.3dsystems.com/ir

www.3dsystems.comNASDAQ:TDSC