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):  November 14, 2011

3D SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-34220	95-4431352
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

333 Three D Systems Circle Rock Hill, SC	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):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 3.03. Material Modification to Rights of Security Holders.

The Board of Directors of the Registrant voted to accelerate the final expiration date of the purchase rights issued under the Company’s Rights Agreement, dated as of December 9, 2008, between the Registrant and Computershare Trust Company, N.A., as the Rights Agent (the “Rights Agreement”).  Under the terms of the amendment, the purchase rights expired at the close of business on November 14, 2011, rather than on December 22, 2011, as initially provided under the Rights Agreement.  The Rights Agreement terminated upon the expiration of the purchase rights.  A copy of the amendment to the Rights Agreement is attached to this Form 8-K as Exhibit 4.1.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the matters discussed in Item 3.03 above, on November 14, 2011, the Board of Directors of the Registrant approved an amendment to the Registrant’s Certificate of Incorporation for the purposes of eliminating all matters set forth in the Certificate of Designations of Rights, Preferences and Privileges of Series A Preferred Stock filed with the Secretary of State of Delaware on December 9, 2008 with respect to the Series A Preferred Stock, par value $0.001 per share, of the Registrant.  A copy of the Certificate of Elimination of Series A Preferred Stock of 3D Systems Corporation is furnished herewith as Exhibit 3.1 and incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

In connection with the matters discussed in Item 3.03 above, on November 15, 2011, the Registrant issued a press release announcing the termination of the Rights Agreement.  A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.  The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” with the SEC nor incorporated by reference in any registration statement filed by the Registrant under the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Certificate of Elimination of Series A Preferred Stock of the Registrant

4.1 First Amendment to Rights Agreement, dated as of December 9, 2008, between the Registrant and Computershare Trust Company, N.A.

99.1 Press Release dated November 15, 2011 issued by the Registrant announcing change in expiration date of Rights Agreement

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: November 15, 2011
	/s/    ROBERT M. GRACE, JR.
	(Signature)
	Name:     Robert M. Grace, Jr.
	Title:       Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Exhibit Description
3.1	Certificate of Elimination of Series A Preferred Stock of the Registrant
4.1	First Amendment to Rights Agreement, dated as of December 9, 2008, between the Registrant and Computershare Trust Company, N.A.
99.1	Press Release dated November 15, 2011 issued by the Registrant announcing change in expiration date of Rights Agreement

EX-3.1

EXHIBIT 3.1

CERTIFICATE OF ELIMINATION

of

SERIES A PREFERRED STOCK

of

3D Systems Corporation

______________________________

The undersigned, 3D SYSTEMS CORPORATION, a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, for the purposes of eliminating from the Certificate of Incorporation of the Corporation all matters set forth in the Certificate of Designations of Rights, Preferences and Privileges of Series A Preferred Stock of the Corporation filed with the Secretary of State of the State of Delaware on December 9, 2008 (the "Series A Certificate of Designation") with respect to the Series A Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), of the Corporation, hereby certifies that:

1.           The undersigned is the duly elected and acting Vice President, General Counsel and Secretary of the Corporation.

2.           In accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation has adopted the following resolution eliminating from the Certificate of Incorporation all matters set forth in the Series A Certificate of Designation with respect to the Series A Preferred Stock:

RESOLVED that the Series A Preferred Stock was authorized in connection with that certain Rights Agreement dated as of December 9, 2008 between the Corporation and Computershare Trust Company, N.A. as the Rights Agent (the "Rights Agreement");

RESOLVED that the Board of Directors has approved the amendment of the Rights Agreement so as to provide for the Rights Agreement to expire and the rights issued thereunder to be cancelled at the close of business on November 14, 2011;

RESOLVED that none of the authorized shares of Series A Preferred Stock are outstanding;

RESOLVED that as a result of the termination of the Rights Agreement no shares of Series A Preferred Stock shall be issued pursuant to the Series A Certificate of Designation;

RESOLVED that, in accordance with Section 151(g) of the General Corporation Law of the State of Delaware, the shares of the Corporation’s preferred stock previously

covered by the Series A Certificate of Designation shall resume the status which they had prior to the adoption of the Series A Certificate of Designation;

RESOLVED that the officers of the Corporation shall be and each of them is authorized and directed to prepare, execute and file or cause to be filed with the Secretary of State of the State of Delaware, in the name and on behalf of the Corporation, a certificate pursuant to Section 151(g) of the General Corporation Law of the State of Delaware to effect the elimination from the Certificate of Incorporation of all matters set forth in the Series A Certificate of Designation with respect to the Series A Preferred Stock, and such other certificates and documents as may be required."

The undersigned declares under penalty of perjury under the laws of the State of Delaware that the matters set out in the foregoing Certificate are true of his own knowledge and that the foregoing Certificate has been duly adopted by this Corporation’s Board of Directors in accordance with the General Corporation Law of the State of Delaware.

Executed at Rock Hill, South Carolina, on November 14, 2011.

3D SYSTEMS CORPORATION
By:	/s/Robert M. Grace, Jr.
	Robert M. Grace, Jr. Vice President, General Counsel and Secretary

EX-4.1

EXHIBIT 4.1

FIRST AMENDMENT TO RIGHTS AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of November 14, 2011, is to the Rights Agreement dated as of December 9, 2008 (the “Rights Agreement”), between 3D Systems Corporation (the “Company”) and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). Capitalized terms not otherwise defined herein shall have the same meaning ascribed to them in the Rights Agreement.

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time supplement or amend any provision of the Rights Agreement as the Board of Directors may deem necessary or desirable without the approval of any holders of certificates representing Common Shares, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent;

WHEREAS, the Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable, and the Company and the Rights Agent desire to evidence such amendment in writing;

NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1.   AMENDMENT OF SECTION 1. The term "Final Expiration Date," as defined in Section 1(m) of the Rights Agreement, is hereby amended and restated to read in its entirety as follows:

"(m) ‘Final Expiration Date’ shall mean the close of business on November 14, 2011."

2.   COUNTERPARTS. This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute one and the same instrument.  A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Rights Agreement to be duly executed as of November 14, 2011.

3D SYSTEMS CORPORATION			COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent
By:	/s/Robert M. Grace,  Jr.		By:	/s/Dennis V. Moccia
	Name:	Robert M. Grace,  Jr.		Name:	Dennis V. Moccia
	Title:	Vice President, General Counsel and Secretary		Title:	Manager, Contract Administration

EX-99.1

EXHIBIT 99.1

3D Systems Terminates Stockholder Rights Plan

ROCK HILL, S.C., Nov. 15, 2011 (GLOBE NEWSWIRE) -- 3D Systems Corporation (NYSE:DDD) announced today that its Board of Directors has terminated its stockholder rights plan adopted in 2008 by accelerating the final expiration date of the purchase rights issued under the plan. The terms of the amendment provide that the purchase rights expired at the close of business on November 14, 2011, rather than on December 22, 2011, as initially provided under the rights plan.

"While the Company's rights plan, which is sometimes called a 'poison pill,' was scheduled to expire later this year, we concluded that it no longer met the Company's needs or those of its stockholders," said Abe Reichental, 3D Systems' Chief Executive Officer.

About 3D Systems Corporation

3D Systems is a leading provider of 3D content-to-print solutions including 3D printers, print materials and on-demand custom parts services for professionals and consumers alike. The company also provides creative content development, design productivity tools and curation services and downloads. Its expertly integrated solutions replace, displace and complement traditional methods and reduce the time and cost of designing new products by printing real parts directly from digital input. These solutions are used to rapidly design, communicate, prototype and produce functional end-use parts empowering our customers to create with confidence.

More information on the company is available at www.3DSystems.com.

To experience 3D Systems' entire range of 3D content-to-print products and services please visit www.printin3D.com, www.production3dprinters.com, www.toptobottomdental.com, www.3Dproparts.com, www.quickparts.com, www.alibre.com, www.bitsfrombytes.com, www.The3dStudio.com, www.freedomofcreation.com, www.sycode.com, www.botmill.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

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

         Media Contact:
         Cathy Lewis
         803-326-3950
         Email: LewisCl@3dsystems.com