S-8 1 fs8_052920.htm FORM S-8

As filed with the Securities and Exchange Commission on May 29, 2020

 

Registration No. 333-

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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
(State or other jurisdiction of
incorporation or organization)

  

95-4431352
(I.R.S. Employer
Identification No.)

 

333 Three D Systems Circle

Rock Hill, South Carolina

(Address of Principal Executive Offices)

 

 29730
(Zip Code)

___________

 

2015 Incentive Plan of 3D Systems Corporation

 

(Full title of the plan)

 

___________

 

Andrew M. Johnson, Esq.

Executive Vice President, Chief Legal Officer and Secretary

3D Systems Corporation

333 Three D Systems Circle

Rock Hill, South Carolina 29730

(Name and address of agent for service)

 

(803) 326-3900

(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. ☐

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price Amount of registration fee
Common Stock, par value $0.001 per share 4,860,000 shares $7.60 $36,936,000.00 $4,794.30

 

(1)        The 4,860,000 shares of common stock, par value $0.001 per share (“Common Stock”), being registered hereunder are reserved for issuance pursuant to the Amended and Restated 2015 Incentive Plan of 3D Systems Corporation (the “Plan”). Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares that may be offered and issued pursuant to the Plan as a result of a stock split, stock dividend, recapitalization or other similar transaction.

 

(2)       Estimated solely for the purpose of calculating the total registration fee in accordance with Rules 457(h) and 457(c) under the Securities Act, based upon the average of the high and low prices of the Common Stock, as reported on the New York Stock Exchange on May 26, 2020.

 

 

 

 

 

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 for issuance under the Plan. On July 11, 2017 the Registrant filed a Registration Statement on Form S-8 (Registration No. 333-219222) (together with the 2015 Registration Statement, the “Prior Registration Statements”) with the Commission to register an additional 7,140,011 shares of Common Stock for issuance under the Plan in connection with an amendment and restatement of the Plan.

 

This Registration Statement registers an additional 4,860,000 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 May 19, 2020.

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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:

 

a)the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the Commission on February 26, 2020 (including portions of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 7, 2020, incorporated by reference in such Annual Report on Form 10-K);
b)the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 as filed with the Commission on May 6, 2020;
c)the Registrant’s Current Reports on Form 8-K, filed with the Commission on February 6, 2020 (Item 5.02 only), April 7, 2020, May 14, 2020 (Item 5.02 only) and May 20, 2020; 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

 

4.1   Amended and Restated 2015 Incentive Plan of 3D Systems Corporation (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 20, 2020 (File No. 001-34220)).
   
5*   Opinion of Hunton Andrews Kurth LLP.
     
23.1*   Consent of BDO USA, LLP.
   
23.2*   Consent of Hunton Andrews Kurth LLP (included in Exhibit 5).
   
24*   Power of Attorney (included in the signature pages to this Registration Statement).

* filed herewith

 

1

 

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 May 29, 2020.

 

 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 M. Johnson, 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 May 29, 2020.

 

Signature Title
   

/s/ JEFFREY A. GRAVES

Jeffrey A. Graves

Chief Executive Officer and President

(Principal Executive Officer)

 

/s/ WAYNE PENSKY

Wayne Pensky

 

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

/s/ CHARLES G. MCCLURE, JR.

Charles G. McClure, Jr.

 

Chairman of the Board of Directors

 

 

/s/ MALISSIA R. CLINTON

Malissia R. Clinton

 

 

 

Director

 

/s/ WILLIAM E. CURRAN

William E. Curran

 

 

 

Director

 

/s/ THOMAS ERICKSON

Thomas Erickson

 

 

 

Director

 

/s/ CHARLES W. HULL

Charles W. Hull

 

 

Executive Vice President, Chief Technology Officer and Director

 

/s/ WILLIAM D. HUMES

William D. Humes

 

 

Director

 

/s/ JIM D. KEVER

Jim D. Kever

 

 

 

Director

 

/s/ KEVIN S. MOORE

Kevin S. Moore

 

 

 

Director

 

/s/ JOHN J. TRACY

John J. Tracy

 

 

 

Director

 

/s/ JEFFREY WADSWORTH

Jeffrey Wadsworth

 

 

 

Director