|
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)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common stock, par value $0.001 per share
|
|
The New York Stock Exchange
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
|
|
|
|
Name and Current Position
|
Age as of February 28, 2019
|
Vyomesh I. Joshi
|
|
President and Chief Executive Officer
|
64
|
Charles W. Hull
|
|
Executive Vice President and Chief Technology Officer
|
79
|
Andrew M. Johnson
|
|
Executive Vice President, Chief Legal Officer and Secretary
|
44
|
Herbert Koeck
|
|
Executive Vice President, Global Go To Market
|
58
|
Kevin P. McAlea
|
|
Executive Vice President and General Manager, Metals and Healthcare
|
60
|
John N. McMullen
|
|
Executive Vice President, Chief Financial Officer
|
60
|
Philip C. Schultz
|
|
Executive Vice President, Operations
|
56
|
•
|
Develop or obtain leading technologies useful in our business;
|
•
|
Enhance our existing products;
|
•
|
Develop new products, services and technologies that address the increasingly sophisticated and varied needs of prospective customers, particularly in the area of printer speeds and materials functionality;
|
•
|
Respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis; or
|
•
|
Recruit or retain key technology employees.
|
•
|
Unexpected changes in laws, regulations and policies of non-U.S. governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad;
|
•
|
Changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns;
|
•
|
Political policies, political or civil unrest, terrorism or epidemics and other similar outbreaks;
|
•
|
Fluctuations in currency exchange rates;
|
•
|
Limited protection for the enforcement of contract and intellectual property rights in some countries;
|
•
|
Difficulties in staffing and managing foreign operations;
|
•
|
Operating in countries with a higher incidence of corruption and fraudulent business practices;
|
•
|
Potentially adverse changes in taxation; and
|
•
|
Other factors, depending upon the specific country in which we conduct business.
|
•
|
Potential shortages of some key components;
|
•
|
Disruptions in the operations of these suppliers;
|
•
|
Product performance shortfalls; and
|
•
|
Reduced control over delivery schedules, assembly capabilities, quality and costs.
|
•
|
The risk that the parties that we retain to perform assembly activities may not perform in a satisfactory manner;
|
•
|
The risk of disruption in the supply of printers or other products to our customers if such third parties either fail to perform in a satisfactory manner or are unable to supply us with the quantity of printers or other products that are needed to meet then current customer demand; and
|
•
|
The risk of insolvency of suppliers, as well as the risks that we face, as discussed above, in dealing with a limited number of suppliers.
|
•
|
Customers or partners to whom we sell our products and services may face financial difficulties or may become insolvent, which could lead to our inability to obtain payment of accounts receivable that those customers may owe;
|
•
|
Customers and potential customers may experience deterioration of their businesses, which may result in the delay or cancellation of plans to purchase our products;
|
•
|
Key suppliers of raw materials, finished products or components used in the products that we sell may face financial difficulties or may become insolvent, which could lead to disruption in the supply of printers, materials or spare parts to our customers; and
|
•
|
The inability of customers, including resellers, suppliers and contract manufacturers, to obtain credit financing to finance purchases of our products and raw materials used to build those products.
|
•
|
Difficulty in integrating newly acquired businesses and operations in an efficient and cost-effective manner, which may also impact our ability to realize the potential benefits associated with the acquisition;
|
•
|
The risk that significant unanticipated costs or other problems associated with integration may be encountered;
|
•
|
The challenges in achieving strategic objectives, cost savings and other anticipated benefits;
|
•
|
The risk that our marketplaces do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in the marketplaces that we serve;
|
•
|
The risk that we assume significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party;
|
•
|
The inability to maintain a relationship with key customers, vendors and other business partners of the acquired businesses;
|
•
|
The difficulty in maintaining controls, procedures and policies during the transition and integration;
|
•
|
The potential loss of key employees of the acquired businesses;
|
•
|
The risk of diverting management attention from our existing operations;
|
•
|
Difficulties in coordinating geographically disparate organizations and corporate cultures and integrating management personnel with different business backgrounds;
|
•
|
The potential failure of the due diligence process to identify significant problems, liabilities or other challenges of an acquired company or technology;
|
•
|
The risk that we incur significant costs associated with such acquisition activity that may negatively impact our operating results before the benefits of such acquisitions are realized, if at all;
|
•
|
The entry into marketplaces where we have no or limited direct prior experience and where competitors have stronger marketplace positions;
|
•
|
The exposure to litigation or other claims in connection with our assuming claims or litigation risks from terminated employees, customers, former shareholders or other third parties; and
|
•
|
The risk that historical financial information may not be representative or indicative of our results as a combined company.
|
•
|
Our perceived value in the securities markets;
|
•
|
Overall trends in the stock market;
|
•
|
Announcements of changes in our forecasted operating results or the operating results of one or more of our competitors;
|
•
|
The impact of changes in our results of operations, our financial condition or our prospects;
|
•
|
Future sales of our common stock or other securities (including any shares issued in connection with earn-out obligations for any past or future acquisition);
|
•
|
Market conditions for providers of products and services such as ours;
|
•
|
Executive level management uncertainty or change;
|
•
|
Changes in recommendations or revenue or earnings estimates by securities analysts; and
|
•
|
Announcements of acquisitions by us or one of our competitors.
|
|
|
Square Feet (in thousands)
|
||||||||||||||||||||||
|
|
Americas
|
|
EMEA
|
|
APAC
|
|
TOTAL
|
||||||||||||||||
|
|
Leased
|
|
Owned
|
|
Leased
|
|
Owned
|
|
Leased
|
|
Owned
|
|
Leased
|
|
Owned
|
||||||||
Primary Function Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate headquarters
|
|
80
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
Manufacturing and warehouse
|
|
343
|
|
|
—
|
|
|
183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
526
|
|
|
—
|
|
Research and development
|
|
167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
195
|
|
|
—
|
|
Services
|
|
118
|
|
|
101
|
|
|
119
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
269
|
|
|
101
|
|
Sales, general and other administrative
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
Total square feet
|
|
708
|
|
|
101
|
|
|
314
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
1,082
|
|
|
101
|
|
|
Total number of shares (or units) purchased
|
|
Average price paid per share (or unit)
|
|
Total number of shares (or units) purchased as part of publicly announced plans or programs
|
|
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
|
||||||
January 1, 2018 - January 31, 2018
|
12,433
|
|
|
9.69
|
|
|
—
|
|
|
$
|
—
|
|
|
February 1, 2018 - February 28, 2018
|
98,456
|
|
|
9.11
|
|
|
—
|
|
|
—
|
|
||
March 1, 2018 - March 31, 2018
|
3,966
|
|
|
11.51
|
|
|
—
|
|
|
—
|
|
||
April 1, 2018 - April 30, 2018
|
29,165
|
|
|
11.14
|
|
|
—
|
|
|
—
|
|
||
May 1, 2018 - May 31, 2018
|
48,711
|
|
|
12.66
|
|
|
—
|
|
|
—
|
|
||
June 1, 2018 - June 30, 2018
|
1,990
|
|
|
13.60
|
|
|
—
|
|
|
—
|
|
||
July 1, 2018 - July 31, 2018
|
113,978
|
|
|
13.09
|
|
|
—
|
|
|
—
|
|
||
August 1, 2018 - August 31, 2018
|
121,424
|
|
|
18.93
|
|
|
—
|
|
|
—
|
|
||
September 1, 2018 - September 30, 2018
|
6,449
|
|
|
18.69
|
|
|
—
|
|
|
—
|
|
||
October 1, 2018 - October 31, 2018
|
18,100
|
|
|
15.80
|
|
|
—
|
|
|
—
|
|
||
November 1, 2018 - November 31, 2018
|
43,526
|
|
|
12.65
|
|
|
—
|
|
|
—
|
|
||
December 1, 2018 - December 30, 2018
|
63,582
|
|
|
12.12
|
|
|
—
|
|
|
—
|
|
||
Total
|
561,780
|
|
(a)
|
$
|
13.25
|
|
(b)
|
—
|
|
|
$
|
—
|
|
(a)
|
Represents shares of common stock surrendered to the Company for payment of tax withholding obligations in connection with the vesting of restricted stock.
|
(b)
|
The average price paid reflects the average market value of shares withheld for tax purposes.
|
|
|
12/13
|
|
12/14
|
|
12/15
|
|
12/16
|
|
12/17
|
|
12/18
|
||||||||||||
3D Systems Corporation
|
|
$
|
100
|
|
|
$
|
35
|
|
|
$
|
9
|
|
|
$
|
14
|
|
|
$
|
9
|
|
|
$
|
11
|
|
NYSE Composite Index
|
|
100
|
|
|
107
|
|
|
103
|
|
|
115
|
|
|
137
|
|
|
125
|
|
||||||
S&P 500 Information Technology Index
|
|
100
|
|
|
120
|
|
|
127
|
|
|
145
|
|
|
201
|
|
|
201
|
|
||||||
S&P Mid-Cap 400 Index
|
|
100
|
|
|
110
|
|
|
107
|
|
|
130
|
|
|
151
|
|
|
134
|
|
||||||
S&P Small-Cap 600 Index
(a)
|
|
100
|
|
|
106
|
|
|
104
|
|
|
131
|
|
|
149
|
|
|
136
|
|
|
|
Year ended December 31,
|
||||||||||||||||||
(in thousands, except per share amounts)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Consolidated Statement of (Loss) Income Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Products
|
|
$
|
259,124
|
|
|
$
|
222,750
|
|
|
$
|
238,011
|
|
|
$
|
271,078
|
|
|
$
|
297,781
|
|
Materials
|
|
170,091
|
|
|
168,846
|
|
|
156,839
|
|
|
150,740
|
|
|
158,859
|
|
|||||
Services
|
|
258,445
|
|
|
254,473
|
|
|
238,115
|
|
|
244,345
|
|
|
197,012
|
|
|||||
Total
|
|
687,660
|
|
|
646,069
|
|
|
632,965
|
|
|
666,163
|
|
|
653,652
|
|
|||||
Gross profit
|
|
324,394
|
|
|
304,839
|
|
|
309,751
|
|
|
291,809
|
|
|
317,434
|
|
|||||
Impairment of goodwill and other intangible assets
(a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
537,179
|
|
|
—
|
|
|||||
(Loss) income from operations
|
|
(43,191
|
)
|
|
(53,973
|
)
|
|
(38,420
|
)
|
|
(641,924
|
)
|
|
26,315
|
|
|||||
Net (loss) income
|
|
(45,263
|
)
|
|
(65,323
|
)
|
|
(39,265
|
)
|
|
(663,925
|
)
|
|
11,946
|
|
|||||
Net (loss) income available to common stockholders
|
|
(45,505
|
)
|
|
(66,191
|
)
|
|
(38,419
|
)
|
|
(655,492
|
)
|
|
11,637
|
|
|||||
Net (loss) income available to common stockholders per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic and diluted
|
|
$
|
(0.41
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
(5.85
|
)
|
|
$
|
0.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Working capital
|
|
$
|
233,414
|
|
|
$
|
231,293
|
|
|
$
|
302,545
|
|
|
$
|
286,996
|
|
|
$
|
432,864
|
|
Total assets
|
|
825,832
|
|
|
896,764
|
|
|
849,153
|
|
|
891,959
|
|
|
1,530,310
|
|
|||||
Current portion of debt and capitalized lease obligations
|
|
654
|
|
|
644
|
|
|
572
|
|
|
529
|
|
|
684
|
|
|||||
Long-term debt
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term portion of capitalized lease obligations
|
|
6,392
|
|
|
7,078
|
|
|
7,587
|
|
|
8,187
|
|
|
8,905
|
|
|||||
Total stockholders' equity
|
|
575,987
|
|
|
615,948
|
|
|
626,700
|
|
|
654,646
|
|
|
1,294,125
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
$
|
59,293
|
|
|
$
|
62,041
|
|
|
$
|
60,535
|
|
|
$
|
83,069
|
|
|
$
|
55,188
|
|
Interest expense
|
|
1,188
|
|
|
919
|
|
|
1,282
|
|
|
2,011
|
|
|
1,227
|
|
|||||
Capital expenditures
|
|
40,694
|
|
|
30,881
|
|
|
16,567
|
|
|
22,399
|
|
|
22,727
|
|
(a)
|
During the year ended December 31, 2015, non-cash, non-tax deductible Goodwill impairment charges equal to $382,271 and $61,388 were recorded for the Americas and EMEA, respectively, resulting from the annual impairment testing. Additionally during the year ended December 31, 2015, a non-cash Intangible asset charge equal to $93,520 was recorded arising from the Company's other intangible asset impairment testing.
|
(Dollars in thousands)
|
|
Americas
|
|
EMEA
|
|
Asia Pacific
|
|
Total
|
||||||||||||||||||||
Revenue – 2017
|
|
$
|
333,776
|
|
|
51.7
|
%
|
|
$
|
220,357
|
|
|
34.1
|
%
|
|
$
|
91,936
|
|
|
14.2
|
%
|
|
$
|
646,069
|
|
|
100
|
%
|
Change in revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Volume
|
|
28,915
|
|
|
8.7
|
%
|
|
18,458
|
|
|
8.4
|
%
|
|
10,995
|
|
|
12.0
|
%
|
|
58,368
|
|
|
9.0
|
%
|
||||
Price/Mix
|
|
(20,978
|
)
|
|
(6.3
|
)%
|
|
(8,047
|
)
|
|
(3.7
|
)%
|
|
4,864
|
|
|
5.3
|
%
|
|
(24,161
|
)
|
|
(3.7
|
)%
|
||||
Foreign currency translation
|
|
(948
|
)
|
|
(0.3
|
)%
|
|
6,694
|
|
|
3.0
|
%
|
|
1,638
|
|
|
1.8
|
%
|
|
7,384
|
|
|
1.1
|
%
|
||||
Net change
|
|
6,989
|
|
|
2.1
|
%
|
|
17,105
|
|
|
7.7
|
%
|
|
17,497
|
|
|
19.1
|
%
|
|
41,591
|
|
|
6.4
|
%
|
||||
Revenue – 2018
|
|
$
|
340,765
|
|
|
49.6
|
%
|
|
$
|
237,462
|
|
|
34.5
|
%
|
|
$
|
109,433
|
|
|
15.9
|
%
|
|
$
|
687,660
|
|
|
100
|
%
|
(Dollars in thousands)
|
|
Americas
|
|
EMEA
|
|
Asia Pacific
|
|
Total
|
||||||||||||||||||||
Revenue – 2016
|
|
$
|
340,885
|
|
|
53.9
|
%
|
|
$
|
193,141
|
|
|
30.5
|
%
|
|
$
|
98,939
|
|
|
15.6
|
%
|
|
$
|
632,965
|
|
|
100
|
%
|
Change in revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Volume
|
|
3,808
|
|
|
1.1
|
%
|
|
25,240
|
|
|
13.1
|
%
|
|
11,281
|
|
|
11.4
|
%
|
|
40,329
|
|
|
6.4
|
%
|
||||
Price/Mix
|
|
(11,420
|
)
|
|
(3.4
|
)%
|
|
(2,515
|
)
|
|
(1.3
|
)%
|
|
(17,809
|
)
|
|
(18.0
|
)%
|
|
(31,744
|
)
|
|
(5.0
|
)%
|
||||
Foreign currency translation
|
|
503
|
|
|
0.1
|
%
|
|
4,491
|
|
|
2.3
|
%
|
|
(475
|
)
|
|
(0.5
|
)%
|
|
4,519
|
|
|
0.7
|
%
|
||||
Net change
|
|
(7,109
|
)
|
|
(2.2
|
)%
|
|
27,216
|
|
|
14.1
|
%
|
|
(7,003
|
)
|
|
(7.1
|
)%
|
|
13,104
|
|
|
2.1
|
%
|
||||
Revenue – 2017
|
|
$
|
333,776
|
|
|
51.7
|
%
|
|
$
|
220,357
|
|
|
34.1
|
%
|
|
$
|
91,936
|
|
|
14.2
|
%
|
|
$
|
646,069
|
|
|
100
|
%
|
(Dollars in thousands)
|
|
Products
|
|
Materials
|
|
Services
|
|
Totals
|
||||||||||||||||||||
Revenue – 2017
|
|
$
|
222,750
|
|
|
34.5
|
%
|
|
$
|
168,846
|
|
|
26.1
|
%
|
|
$
|
254,473
|
|
|
39.4
|
%
|
|
$
|
646,069
|
|
|
100.0
|
%
|
Change in revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Volume
|
|
43,208
|
|
|
19.4
|
|
|
13,870
|
|
|
8.2
|
|
|
1,290
|
|
|
0.5
|
|
|
58,368
|
|
|
9.0
|
|
||||
Price/Mix
|
|
(8,656
|
)
|
|
(3.9
|
)
|
|
(15,505
|
)
|
|
(9.2
|
)
|
|
—
|
|
|
—
|
|
|
(24,161
|
)
|
|
(3.7
|
)
|
||||
Foreign currency translation
|
|
1,822
|
|
|
0.8
|
|
|
2,880
|
|
|
1.7
|
|
|
2,682
|
|
|
1.1
|
|
|
7,384
|
|
|
1.1
|
|
||||
Net change
|
|
36,374
|
|
|
16.3
|
|
|
1,245
|
|
|
0.7
|
|
|
3,972
|
|
|
1.6
|
|
|
41,591
|
|
|
6.4
|
|
||||
Revenue – 2018
|
|
$
|
259,124
|
|
|
37.7
|
%
|
|
$
|
170,091
|
|
|
24.7
|
%
|
|
$
|
258,445
|
|
|
37.6
|
%
|
|
$
|
687,660
|
|
|
100.0
|
%
|
(Dollars in thousands)
|
|
Products
|
|
Materials
|
|
Services
|
|
Totals
|
||||||||||||||||||||
Revenue – 2016
|
|
$
|
238,011
|
|
|
37.6
|
%
|
|
$
|
156,839
|
|
|
24.8
|
%
|
|
$
|
238,115
|
|
|
37.6
|
%
|
|
$
|
632,965
|
|
|
100
|
%
|
Change in revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Volume
|
|
(2,316
|
)
|
|
(1.0
|
)
|
|
27,501
|
|
|
17.5
|
|
|
15,144
|
|
|
6.4
|
|
|
40,329
|
|
|
6.4
|
|
||||
Price/Mix
|
|
(15,979
|
)
|
|
(6.7
|
)
|
|
(15,765
|
)
|
|
(10.1
|
)
|
|
—
|
|
|
—
|
|
|
(31,744
|
)
|
|
(5.0
|
)
|
||||
Foreign currency translation
|
|
3,034
|
|
|
1.3
|
|
|
271
|
|
|
0.2
|
|
|
1,214
|
|
|
0.5
|
|
|
4,519
|
|
|
0.7
|
|
||||
Net change
|
|
(15,261
|
)
|
|
(6.4
|
)
|
|
12,007
|
|
|
7.6
|
|
|
16,358
|
|
|
6.9
|
|
|
13,104
|
|
|
2.1
|
|
||||
Revenue – 2017
|
|
$
|
222,750
|
|
|
34.5
|
%
|
|
$
|
168,846
|
|
|
26.1
|
%
|
|
$
|
254,473
|
|
|
39.4
|
%
|
|
$
|
646,069
|
|
|
100
|
%
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
2018
|
|
2017
|
|
Change in Profit
|
|
Change in Gross Profit Margin
|
|||||||||||||||||||
(Dollars in thousands)
|
|
Gross Profit
|
|
Gross Profit Margin
|
|
Gross Profit
|
|
Gross Profit Margin
|
|
$
|
|
%
|
|
Percentage Points
|
|
%
|
|||||||||||
Products
|
|
$
|
79,928
|
|
|
30.8
|
%
|
|
$
|
52,136
|
|
|
23.4
|
%
|
|
$
|
27,792
|
|
|
53.3
|
%
|
|
7.4
|
|
|
31.6
|
%
|
Materials
|
|
119,494
|
|
|
70.3
|
%
|
|
123,014
|
|
|
72.9
|
%
|
|
(3,520
|
)
|
|
(2.9
|
)%
|
|
(2.6
|
)
|
|
(3.6
|
)%
|
|||
Services
|
|
124,972
|
|
|
48.4
|
%
|
|
129,689
|
|
|
51.0
|
%
|
|
(4,717
|
)
|
|
(3.6
|
)%
|
|
(2.6
|
)
|
|
(5.1
|
)%
|
|||
Total
|
|
$
|
324,394
|
|
|
47.2
|
%
|
|
$
|
304,839
|
|
|
47.2
|
%
|
|
$
|
19,555
|
|
|
6.4
|
%
|
|
—
|
|
|
—
|
%
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
2017
|
|
2016
|
|
Change in Gross Profit
|
|
Change in Gross Profit Margin
|
|||||||||||||||||||
(Dollars in thousands)
|
|
Gross Profit
|
|
Gross Profit Margin
|
|
Gross Profit
|
|
Gross Profit Margin
|
|
$
|
|
%
|
|
Percentage Points
|
|
%
|
|||||||||||
Products
|
|
$
|
52,136
|
|
|
23.4
|
%
|
|
$
|
62,998
|
|
|
26.5
|
%
|
|
$
|
(10,862
|
)
|
|
(17.2
|
)%
|
|
(3.1
|
)
|
|
(11.7
|
)%
|
Materials
|
|
123,014
|
|
|
72.9
|
%
|
|
121,030
|
|
|
77.2
|
%
|
|
1,984
|
|
|
1.6
|
%
|
|
(4.3
|
)
|
|
(5.6
|
)%
|
|||
Services
|
|
129,689
|
|
|
51.0
|
%
|
|
125,723
|
|
|
52.8
|
%
|
|
3,966
|
|
|
3.2
|
%
|
|
(1.8
|
)
|
|
(3.4
|
)%
|
|||
Total
|
|
$
|
304,839
|
|
|
47.2
|
%
|
|
$
|
309,751
|
|
|
48.9
|
%
|
|
$
|
(4,912
|
)
|
|
(1.6
|
)%
|
|
(1.7
|
)
|
|
(3.5
|
)%
|
|
|
Year Ended December 31
|
|
|
|
|
|||||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|||||||||||||||
(Dollars in thousands)
|
|
Amount
|
|
% Revenue
|
|
Amount
|
|
% Revenue
|
|
$
|
|
%
|
|||||||||
Selling, general and administrative expenses
|
|
$
|
272,287
|
|
|
39.6
|
%
|
|
$
|
264,185
|
|
|
40.9
|
%
|
|
$
|
8,102
|
|
|
3.1
|
%
|
Research and development expenses
|
|
95,298
|
|
|
13.9
|
%
|
|
94,627
|
|
|
14.6
|
%
|
|
671
|
|
|
0.7
|
%
|
|||
Total operating expenses
|
|
$
|
367,585
|
|
|
53.5
|
%
|
|
$
|
358,812
|
|
|
55.5
|
%
|
|
$
|
8,773
|
|
|
2.4
|
%
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|||||||||||||||
(Dollars in thousands)
|
|
Amount
|
|
% Revenue
|
|
Amount
|
|
% Revenue
|
|
$
|
|
%
|
|||||||||
Selling, general and administrative expenses
|
|
$
|
264,185
|
|
|
40.9
|
%
|
|
$
|
259,776
|
|
|
41.0
|
%
|
|
$
|
4,409
|
|
|
1.7
|
%
|
Research and development expenses
|
|
94,627
|
|
|
14.6
|
%
|
|
88,395
|
|
|
14.0
|
%
|
|
6,232
|
|
|
7.1
|
%
|
|||
Total operating expenses
|
|
$
|
358,812
|
|
|
55.5
|
%
|
|
$
|
348,171
|
|
|
55.0
|
%
|
|
$
|
10,641
|
|
|
3.1
|
%
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income (loss) from operations
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
(69,081
|
)
|
|
$
|
(79,429
|
)
|
|
$
|
(64,377
|
)
|
EMEA
|
|
5,283
|
|
|
7,483
|
|
|
6,016
|
|
|||
Asia Pacific
|
|
20,607
|
|
|
17,973
|
|
|
19,941
|
|
|||
Total
|
|
$
|
(43,191
|
)
|
|
$
|
(53,973
|
)
|
|
$
|
(38,420
|
)
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest and other expense, net:
|
|
|
|
|
|
|
||||||
Foreign exchange (gain) loss
|
|
$
|
(3,011
|
)
|
|
$
|
908
|
|
|
$
|
(94
|
)
|
Interest expense, net
|
|
399
|
|
|
135
|
|
|
475
|
|
|||
Other expense, net
|
|
2,649
|
|
|
2,505
|
|
|
1,011
|
|
|||
Interest and other expense, net
|
|
$
|
37
|
|
|
$
|
3,548
|
|
|
$
|
1,392
|
|
|
|
Year Ended December 31,
|
|
|
||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
Change
|
||||||
Operating loss
|
|
$
|
(43,191
|
)
|
|
$
|
(53,973
|
)
|
|
$
|
10,782
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|||
Interest and other expense, net
|
|
37
|
|
|
3,548
|
|
|
3,511
|
|
|||
Provision (benefit) for income taxes
|
|
2,035
|
|
|
7,802
|
|
|
5,767
|
|
|||
Net loss attributable to noncontrolling interests
|
|
242
|
|
|
868
|
|
|
626
|
|
|||
Net loss attributable to 3D Systems
|
|
$
|
(45,505
|
)
|
|
$
|
(66,191
|
)
|
|
$
|
20,686
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares, basic and diluted
|
|
112,327
|
|
|
111,554
|
|
|
|
||||
Loss per share, basic and diluted
|
|
$
|
(0.41
|
)
|
|
$
|
(0.59
|
)
|
|
|
|
|
Year Ended December 31,
|
|
|
||||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
|
Change
|
||||||
Operating loss
|
|
$
|
(53,973
|
)
|
|
$
|
(38,420
|
)
|
|
$
|
(15,553
|
)
|
Less:
|
|
|
|
|
|
|
|
|
|
|||
Interest and other expense, net
|
|
3,548
|
|
|
1,392
|
|
|
2,156
|
|
|||
Provision (benefit) for income taxes
|
|
7,802
|
|
|
(547
|
)
|
|
8,349
|
|
|||
Net loss attributable to noncontrolling interests
|
|
868
|
|
|
(846
|
)
|
|
1,714
|
|
|||
Net loss attributable to 3D Systems
|
|
$
|
(66,191
|
)
|
|
$
|
(38,419
|
)
|
|
$
|
(27,772
|
)
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares, basic and diluted
|
|
111,554
|
|
|
111,189
|
|
|
|
||||
Loss per share, basic and diluted
|
|
$
|
(0.59
|
)
|
|
$
|
(0.35
|
)
|
|
|
|
|
For the Year Ended December 31,
|
|
Change
|
|||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Cash and cash equivalents
|
|
$
|
109,998
|
|
|
$
|
136,344
|
|
|
$
|
(26,346
|
)
|
|
(19.3
|
)%
|
Accounts receivable, net
|
|
126,618
|
|
|
129,879
|
|
|
(3,261
|
)
|
|
(2.5
|
)%
|
|||
Inventories
|
|
133,161
|
|
|
103,903
|
|
|
29,258
|
|
|
28.2
|
%
|
|||
|
|
369,777
|
|
|
370,126
|
|
|
(349
|
)
|
|
|
|
|||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Current portion of capitalized lease obligations
|
|
654
|
|
|
644
|
|
|
10
|
|
|
1.6
|
%
|
|||
Accounts payable
|
|
66,722
|
|
|
55,607
|
|
|
11,115
|
|
|
20.0
|
%
|
|||
Accrued and other liabilities
|
|
59,265
|
|
|
65,899
|
|
|
(6,634
|
)
|
|
(10.1
|
)%
|
|||
|
|
126,641
|
|
|
122,150
|
|
|
4,491
|
|
|
|
|
|||
Operating working capital
|
|
$
|
243,136
|
|
|
$
|
247,976
|
|
|
$
|
(4,840
|
)
|
|
(2.0
|
)%
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities
|
|
$
|
4,796
|
|
|
$
|
26,127
|
|
|
$
|
57,483
|
|
Net cash used in investing activities
|
|
(41,827
|
)
|
|
(70,659
|
)
|
|
(21,882
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
14,264
|
|
|
(9,188
|
)
|
|
(3,926
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(3,145
|
)
|
|
5,303
|
|
|
(2,369
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(25,912
|
)
|
|
$
|
(48,417
|
)
|
|
$
|
29,306
|
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss
|
|
$
|
(45,263
|
)
|
|
$
|
(65,323
|
)
|
|
$
|
(39,265
|
)
|
Non-cash charges
|
|
89,378
|
|
|
100,095
|
|
|
107,952
|
|
|||
Changes in working capital and all other operating assets
|
|
(39,319
|
)
|
|
(8,645
|
)
|
|
(11,204
|
)
|
|||
Net cash provided by operating activities
|
|
$
|
4,796
|
|
|
$
|
26,127
|
|
|
$
|
57,483
|
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash paid for acquisitions, net of cash assumed
|
|
$
|
—
|
|
|
$
|
(34,291
|
)
|
|
$
|
—
|
|
Purchases of property and equipment
|
|
(40,694
|
)
|
|
(30,881
|
)
|
|
(16,567
|
)
|
|||
Additions to license and patent costs
|
|
(970
|
)
|
|
(1,159
|
)
|
|
(1,132
|
)
|
|||
Purchase of noncontrolling interest
|
|
—
|
|
|
(2,250
|
)
|
|
(3,533
|
)
|
|||
Proceeds from disposition of property and equipment
|
|
333
|
|
|
273
|
|
|
350
|
|
|||
Other investing activities
|
|
(496
|
)
|
|
(2,351
|
)
|
|
(1,000
|
)
|
|||
Net cash used in investing activities
|
|
$
|
(41,827
|
)
|
|
$
|
(70,659
|
)
|
|
$
|
(21,882
|
)
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Proceeds from borrowings
|
|
$
|
25,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Payments related to net-share settlement of stock-based compensation
|
|
(7,367
|
)
|
|
(5,545
|
)
|
|
(2,871
|
)
|
|||
Payments on earnout consideration
|
|
(2,675
|
)
|
|
(3,206
|
)
|
|
—
|
|
|||
Repayment of capital lease obligations
|
|
(694
|
)
|
|
(437
|
)
|
|
(1,055
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
$
|
14,264
|
|
|
$
|
(9,188
|
)
|
|
$
|
(3,926
|
)
|
|
|
Years Ending December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
Later Years
|
|
Total
|
||||||||||
Capitalized lease obligations
|
|
$
|
1,099
|
|
|
$
|
1,747
|
|
|
$
|
1,504
|
|
|
$
|
5,990
|
|
|
$
|
10,340
|
|
Debt obligations
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|||||
Non-cancelable operating leases
(a)
|
|
15,123
|
|
|
16,150
|
|
|
10,942
|
|
|
7,707
|
|
|
49,922
|
|
|||||
Purchase commitments
(b)
|
|
54,972
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,972
|
|
|||||
Total
|
|
$
|
96,194
|
|
|
$
|
17,897
|
|
|
$
|
12,446
|
|
|
$
|
13,697
|
|
|
$
|
140,234
|
|
(a)
|
We lease certain facilities under non-cancelable operating leases expiring through 2027. The leases are generally on a net-rent basis, under which we pay taxes, maintenance and insurance.
|
(b)
|
Includes amounts committed under legally enforceable agreements for goods and services with defined terms as to quantity, price and timing of delivery. For further discussion, see
Note 22
to the Consolidated Financial Statements.
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
Provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and Directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.
|
|
|
Number of securities to be issued upon exercise of outstanding stock options, warrants and rights
|
|
Weighted average exercise price of outstanding options, warrants and rights
(a)
|
|
Number of securities remaining available for future issuance under equity compensation plans
(b)
|
||||
Equity compensation plans approved by stockholders:
|
|
|
|
|
|
|
||||
Stock options
|
|
1,780
|
|
|
$
|
14.10
|
|
|
|
|
Restricted stock units
|
|
1,340
|
|
|
|
|
|
|
|
|
Total
|
|
3,120
|
|
|
|
|
|
4,878
|
|
(a)
|
The weighted-average exercise price is only applicable to stock options.
|
(b)
|
The number of securities remaining available for future issuance for stock options, restricted stock units, and stock awards for non-employee directors is approved in total and not individually with respect to these items.
|
(a)(3)
|
|
Exhibits
|
|
|
The following exhibits are included as part of this filing and incorporated herein by this reference:
|
|
|
|
3.1
|
|
Certificate of Incorporation of Registrant. (Incorporated by reference to Exhibit 3.1 to Registrant’s Form 8‑B filed on August 16, 1993, and the amendment thereto, filed on Form 8‑B/A on February 4, 1994.)
|
|
|
|
3.2
|
|
Amendment to Certificate of Incorporation filed on May 23, 1995. (Incorporated by reference to Exhibit 3.2 to Registrant’s Registration Statement on Form S‑2/A, filed on May 25, 1995.)
|
|
|
|
|
Certificate of Amendment of Certificate of Incorporation filed with Secretary of State of Delaware on May 19, 2004. (Incorporated by reference to Exhibit 3.1 to Registrant’s Quarterly Report on Form 10‑Q for the quarterly period ended June 30, 2004, filed on August 5, 2004.)
|
|
|
|
|
|
Certificate of Amendment of Certificate of Incorporation filed with Secretary of State of Delaware on May 17, 2005. (Incorporated by reference to Exhibit 3.1 to Registrant’s Quarterly Report on Form 10‑Q for the quarterly period ended June 30, 2005, filed on August 1, 2005.)
|
|
|
|
|
|
Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of Delaware on October 7, 2011. (Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on October 7, 2011.)
|
|
|
|
|
|
Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of Delaware on May 21, 2013. (Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on May 22, 2013.)
|
|
|
|
|
|
Amended and Restated By‑Laws. (Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8‑K, filed on March 15, 2018.)
|
|
|
|
|
|
Amended and Restated 2004 Incentive Stock Plan of 3D Systems Corporation (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed February 5, 2015.)
|
|
|
|
|
|
Form of Restricted Stock Purchase Agreement for Employees under the 2004 Incentive Stock Plan. (Incorporated by reference to Exhibit 4.2 to Registrant’s Registration Statement on Form S‑8, filed on May 19, 2004.)
|
|
|
|
|
|
Form of Restricted Stock Purchase Agreement for Officers under the 2004 Incentive Stock Plan. (Incorporated by reference to Exhibit 4.3 to Registrant’s Registration Statement on Form S‑8 (Registration No. 333-115642), filed on May 19, 2004.)
|
|
|
|
|
|
Form of Restricted Stock Purchase Agreement under the Amended and Restated 2004 Incentive Stock Plan. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K (Registration No. 333-115642), filed on February 5, 2015.)
|
|
|
|
|
|
Form of Restricted Stock Unit Purchase Agreement under the Amended and Restated 2004 Incentive Stock Plan. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K, filed on February 5, 2015.)
|
|
|
|
|
|
Restricted Stock Plan for Non‑Employee Directors of 3D Systems Corporation. (Incorporated by reference to Exhibit 4.4 to Registrant’s Registration Statement on Form S‑8 (Registration No. 333-115642), filed on May 19, 2004.)
|
|
|
|
|
|
Amendment No. 1 to Restricted Stock Plan for Non-Employee Directors. (Incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10‑Q for the quarterly period ended June 30, 2005, filed on August 1, 2005.)
|
|
Fourth Amendment to Lease Agreement effective as of February 26, 2007 to Lease Agreement dated February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8‑K, filed on March 1, 2007.)
|
|
|
|
|
|
Fifth Amendment to Lease Agreement effective as of March 17, 2011 to Lease Agreement dated February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K, filed on March 21, 2011.)
|
|
|
|
|
|
Charles W. Hull consulting arrangement (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on July 29, 2010.)
|
|
|
|
|
|
Kevin P. McAlea severance arrangement (Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on July 29, 2010.)
|
|
|
|
|
|
Credit Agreement, dated as of October 10, 2014, among 3D Systems Corporation, the Guarantors party thereto, PNC Bank, National Association, as Administrative Agent, PNC Capital Markets LLC, as Sole Lead Arranger and Sole Bookrunner, HSBC Bank USA, N.A., as Syndication Agent, and the other lenders party thereto. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed on October 14, 2014.)
|
|
|
|
|
|
Credit Agreement, dated February 27, 2019, among 3D Systems Corporation, HSBC Bank USA, National Association, as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, the guarantors party thereto, and the other lenders party thereto.
|
|
|
|
|
|
Security Agreement, dated February 27, 2019, among 3D Systems Corporation, 3D Holdings, LLC, 3D Systems, Inc., and HSBC Bank USA, National Association, as Administrative Agent.
|
|
|
|
|
|
Employment Agreement, dated April 1, 2016, between 3D Systems Corporation and Vyomesh I. Joshi. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed on April 4, 2016.)
|
|
|
|
|
|
Employment Agreement, dated June 15, 2016, between 3D Systems Corporation and John N. McMullen. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed on June 16, 2016.)
|
|
|
|
|
|
Employment Agreement, dated June 15, 2016, between 3D Systems Corporation and Andrew M. Johnson. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K, filed on June 16, 2016.)
|
|
|
|
|
|
First Amendment, dated June 15, 2016, to the Restricted Stock Purchase Agreement, dated February 4, 2014, by and between 3D Systems Corporation and Andy M. Johnson. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K, filed on June 16, 2016.)
|
|
|
|
|
|
First Amendment, dated June 15, 2016, to the Restricted Stock Purchase Agreement, dated February 3, 2015, by and between 3D Systems Corporation and Andrew M. Johnson. (Incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K, filed on June 16, 2016.)
|
|
|
|
|
|
First Amendment, dated June 15, 2016, to the Restricted Stock Purchase Agreement, dated November 13, 2015, by and between 3D Systems Corporation and Andrew M. Johnson. (Incorporated by reference to Exhibit 10.5 to Registrant’s Current Report on Form 8-K, filed on June 16, 2016.)
|
|
|
|
|
|
Employment Agreement, dated July 1, 2016, between 3D Systems Corporation and David R. Styka. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed on July 5, 2016.)
|
|
|
|
|
|
First Amendment, dated July 1, 2016, to the Restricted Stock Purchase Agreement, dated January 14, 2015, by and between 3D Systems Corporation and David R. Styka. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K, filed on July 5, 2016.)
|
|
|
|
|
|
First Amendment, dated July 1, 2016, to the Restricted Stock Purchase Agreement, dated May 19, 2015, by and between 3D Systems Corporation and David R. Styka. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K, filed on July 5, 2016.)
|
|
|
|
|
|
First Amendment, dated July 1, 2016, to the Restricted Stock Purchase Agreement, dated November 13, 2015, by and between 3D Systems Corporation and David R. Styka. (Incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K, filed on July 5, 2016.)
|
|
|
|
|
|
Employment Agreement, dated August 4, 2016, between 3D Systems Corporation and Charles W. Hull. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed on August 8, 2016.)
|
|
|
|
|
|
3D Systems Corporation Change of Control Severance Policy (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed February 23, 2018.)
|
|
|
|
|
|
Employment Agreement, dated September 5, 2016, between 3D Systems SA and Herbert Koeck.
|
|
|
|
|
|
Letter of Secondment, dated March 5, 2018, between 3D Systems Corporation and Herbert Koeck.
|
|
|
|
|
|
Employment Agreement, dated August 24, 2016, between 3D Systems Corporation and Philip Schultz.
|
|
|
|
|
|
Subsidiaries of Registrant.
|
|
|
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002, dated February 28, 2019.
|
|
|
|
|
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002, dated February 28, 2019.
|
|
|
|
|
|
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, dated February 28, 2019.
|
|
|
|
|
|
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, dated February 28, 2019.
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Scheme Document
|
|
|
3D Systems Corporation
|
|
|
|
|
By:
|
/s/ V
YOMESH
I. J
OSHI
|
|
|
Vyomesh I. Joshi
|
|
|
Chief Executive Officer, President and Director
|
|
Date:
|
February 28, 2019
|
Signature
|
Title
|
Date
|
|
|
|
/s/ VYOMESH I. JOSHI
|
Chief Executive Officer, President and Director
(principal executive officer)
|
February 28, 2019
|
Vyomesh I. Joshi
|
|
|
|
|
|
/s/ JOHN N. MCMULLEN
|
Executive Vice President and Chief Financial Officer
(principal financial and accounting officer)
|
February 28, 2019
|
John N. McMullen
|
|
|
|
|
|
/s/ CHARLES W. HULL
|
Executive Vice President, Chief Technology
|
February 28, 2019
|
Charles W. Hull
|
Officer and Director
|
|
|
|
|
/s/ CHARLES G. MCCLURE, JR
|
Chairman of the Board of Directors
|
February 28, 2019
|
Charles G. McClure, Jr.
|
|
|
|
|
|
/s/ JIM D. KEVER
|
Director
|
February 28, 2019
|
Jim D. Kever
|
|
|
|
|
|
/s/ KEVIN S. MOORE
|
Director
|
February 28, 2019
|
Kevin S. Moore
|
|
|
|
|
|
/s/ WILLIAM E. CURRAN
|
Director
|
February 28, 2019
|
William E. Curran
|
|
|
|
|
|
/s/ JOHN J. TRACY
|
Director
|
February 28, 2019
|
Dr. John J. Tracy
|
|
|
|
|
|
/s/ WILLIAM D. HUMES
|
Director
|
February 28, 2019
|
William D. Humes
|
|
|
|
|
|
/s/ JEFFREY WADSWORTH
|
Director
|
February 28, 2019
|
Dr. Jeffrey Wadsworth
|
|
|
|
|
|
/s/ THOMAS W. ERICKSON
|
Director
|
February 28, 2019
|
Thomas W. Erickson
|
|
|
|
|
|
|
Consolidated Financial Statements
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Report of Independent Registered Public Accounting Firm
|
F-3
|
Consolidated Balance Sheets as of December 31, 2018 and 2017
|
F-4
|
Consolidated Statements of Operations for the Years Ended December 31, 2018, 2017 and 2016
|
F-5
|
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2018, 2017 and 2016
|
F-6
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016
|
F-7
|
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2018, 2017 and 2016
|
F-8
|
Notes to Consolidated Financial Statements for the Years Ended December 31, 2018, 2017 and 2016
|
F-9
|
(in thousands, except par value)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
109,998
|
|
|
$
|
136,344
|
|
Accounts receivable, net of reserves — $8,423 (2018) and $10,258 (2017)
|
|
126,618
|
|
|
129,879
|
|
||
Inventories
|
|
133,161
|
|
|
103,903
|
|
||
Insurance proceeds receivable
|
|
—
|
|
|
50,000
|
|
||
Prepaid expenses and other current assets
|
|
27,697
|
|
|
18,296
|
|
||
Total current assets
|
|
397,474
|
|
|
438,422
|
|
||
Property and equipment, net
|
|
107,718
|
|
|
97,521
|
|
||
Intangible assets, net
|
|
68,275
|
|
|
98,783
|
|
||
Goodwill
|
|
221,334
|
|
|
230,882
|
|
||
Deferred income tax asset
|
|
4,217
|
|
|
4,020
|
|
||
Other assets, net
|
|
26,814
|
|
|
27,136
|
|
||
Total assets
|
|
$
|
825,832
|
|
|
$
|
896,764
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of capitalized lease obligations
|
|
$
|
654
|
|
|
$
|
644
|
|
Accounts payable
|
|
66,722
|
|
|
55,607
|
|
||
Accrued and other liabilities
|
|
59,265
|
|
|
65,899
|
|
||
Accrued litigation settlement
|
|
—
|
|
|
50,000
|
|
||
Customer deposits
|
|
4,987
|
|
|
5,765
|
|
||
Deferred revenue
|
|
32,432
|
|
|
29,214
|
|
||
Total current liabilities
|
|
164,060
|
|
|
207,129
|
|
||
Long-term debt
|
|
25,000
|
|
|
—
|
|
||
Long-term portion of capitalized lease obligations
|
|
6,392
|
|
|
7,078
|
|
||
Deferred income tax liability
|
|
6,190
|
|
|
8,983
|
|
||
Other liabilities
|
|
39,331
|
|
|
48,754
|
|
||
Total liabilities
|
|
240,973
|
|
|
271,944
|
|
||
Redeemable noncontrolling interests
|
|
8,872
|
|
|
8,872
|
|
||
Commitments and contingencies (Note 22)
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.001 par value, authorized 220,000 shares; issued 118,650 (2018) and 117,025 (2017)
|
|
117
|
|
|
115
|
|
||
Additional paid-in capital
|
|
1,355,503
|
|
|
1,326,250
|
|
||
Treasury stock, at cost — 2,946 shares (2018) and 2,219 shares (2017)
|
|
(15,572
|
)
|
|
(8,203
|
)
|
||
Accumulated deficit
|
|
(722,701
|
)
|
|
(677,772
|
)
|
||
Accumulated other comprehensive loss
|
|
(38,978
|
)
|
|
(21,536
|
)
|
||
Total 3D Systems Corporation stockholders' equity
|
|
578,369
|
|
|
618,854
|
|
||
Noncontrolling interests
|
|
(2,382
|
)
|
|
(2,906
|
)
|
||
Total stockholders’ equity
|
|
575,987
|
|
|
615,948
|
|
||
Total liabilities, redeemable noncontrolling interests and stockholders’ equity
|
|
$
|
825,832
|
|
|
$
|
896,764
|
|
|
|
Year Ended
December 31,
|
||||||||||
(in thousands, except per share amounts)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Products
|
|
$
|
429,215
|
|
|
$
|
391,596
|
|
|
$
|
394,850
|
|
Services
|
|
258,445
|
|
|
254,473
|
|
|
238,115
|
|
|||
Total revenue
|
|
687,660
|
|
|
646,069
|
|
|
632,965
|
|
|||
Cost of sales:
|
|
|
|
|
|
|
||||||
Products
|
|
229,793
|
|
|
216,446
|
|
|
210,822
|
|
|||
Services
|
|
133,473
|
|
|
124,784
|
|
|
112,392
|
|
|||
Total cost of sales
|
|
363,266
|
|
|
341,230
|
|
|
323,214
|
|
|||
Gross profit
|
|
324,394
|
|
|
304,839
|
|
|
309,751
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
|
272,287
|
|
|
264,185
|
|
|
259,776
|
|
|||
Research and development
|
|
95,298
|
|
|
94,627
|
|
|
88,395
|
|
|||
Total operating expenses
|
|
367,585
|
|
|
358,812
|
|
|
348,171
|
|
|||
Loss from operations
|
|
(43,191
|
)
|
|
(53,973
|
)
|
|
(38,420
|
)
|
|||
Interest and other expense, net
|
|
(37
|
)
|
|
(3,548
|
)
|
|
(1,392
|
)
|
|||
Loss before income taxes
|
|
(43,228
|
)
|
|
(57,521
|
)
|
|
(39,812
|
)
|
|||
Provision (benefit) for income taxes
|
|
2,035
|
|
|
7,802
|
|
|
(547
|
)
|
|||
Net loss
|
|
(45,263
|
)
|
|
(65,323
|
)
|
|
(39,265
|
)
|
|||
Less: net income (loss) attributable to noncontrolling interests
|
|
242
|
|
|
868
|
|
|
(846
|
)
|
|||
Net loss attributable to 3D Systems Corporation
|
|
$
|
(45,505
|
)
|
|
$
|
(66,191
|
)
|
|
$
|
(38,419
|
)
|
|
|
|
|
|
|
|
||||||
Net loss per share available to 3D Systems Corporation common stockholders - basic and diluted
|
|
$
|
(0.41
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
(0.35
|
)
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(45,263
|
)
|
|
$
|
(65,323
|
)
|
|
$
|
(39,265
|
)
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
||||||
Pension adjustments
|
|
(92
|
)
|
|
220
|
|
|
(902
|
)
|
|||
Gain on liquidation of non-US entity
|
|
—
|
|
|
50
|
|
|
288
|
|
|||
Foreign currency translation
|
|
(17,068
|
)
|
|
31,678
|
|
|
(12,958
|
)
|
|||
Total other comprehensive income (loss), net of taxes:
|
|
(17,160
|
)
|
|
31,948
|
|
|
(13,572
|
)
|
|||
Total comprehensive loss, net of taxes
|
|
(62,423
|
)
|
|
(33,375
|
)
|
|
(52,837
|
)
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
524
|
|
|
1,127
|
|
|
(741
|
)
|
|||
Comprehensive loss attributable to 3D Systems Corporation
|
|
$
|
(62,947
|
)
|
|
$
|
(34,502
|
)
|
|
$
|
(52,096
|
)
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(in thousands, except par value)
|
|
Par Value $0.001
|
|
Additional Paid In Capital
|
|
Treasury Stock
|
|
Accumulated
(Deficit)
Earnings
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total 3D Systems Corporation Stockholders' Equity
|
|
Equity Attributable to Noncontrolling Interests
|
|
Total Stockholders' Equity
|
||||||||||||||||
Balance at December 31, 2015
|
|
$
|
113
|
|
|
$
|
1,279,738
|
|
|
$
|
(1,026
|
)
|
|
$
|
(583,368
|
)
|
|
$
|
(39,548
|
)
|
|
$
|
655,909
|
|
|
$
|
(1,263
|
)
|
|
$
|
654,646
|
|
Issuance (repurchase) of stock
|
|
2
|
|
|
(1,241
|
)
|
|
(1,632
|
)
|
|
—
|
|
|
—
|
|
|
(2,871
|
)
|
|
—
|
|
|
(2,871
|
)
|
||||||||
Acquisition of noncontrolling interest
|
|
—
|
|
|
(2,364
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,364
|
)
|
|
(1,169
|
)
|
|
(3,533
|
)
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
31,295
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,295
|
|
|
—
|
|
|
31,295
|
|
||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,419
|
)
|
|
—
|
|
|
(38,419
|
)
|
|
(846
|
)
|
|
(39,265
|
)
|
||||||||
Pension adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(902
|
)
|
|
(902
|
)
|
|
—
|
|
|
(902
|
)
|
||||||||
Liquidation of non-US entity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
288
|
|
|
288
|
|
|
—
|
|
|
288
|
|
||||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,063
|
)
|
|
(13,063
|
)
|
|
105
|
|
|
(12,958
|
)
|
||||||||
Balance at December 31, 2016
|
|
115
|
|
|
1,307,428
|
|
|
(2,658
|
)
|
|
(621,787
|
)
|
|
(53,225
|
)
|
|
629,873
|
|
|
(3,173
|
)
|
|
626,700
|
|
||||||||
Issuance (repurchase) of stock
|
|
—
|
|
|
—
|
|
|
(5,545
|
)
|
|
—
|
|
|
—
|
|
|
(5,545
|
)
|
|
—
|
|
|
(5,545
|
)
|
||||||||
Issuance of stock for acquisitions
|
|
—
|
|
|
3,208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,208
|
|
|
—
|
|
|
3,208
|
|
||||||||
Acquisition of noncontrolling interest
|
|
—
|
|
|
(1,440
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,440
|
)
|
|
(860
|
)
|
|
(2,300
|
)
|
||||||||
Cumulative impact of change in accounting policy
|
|
—
|
|
|
(10,206
|
)
|
|
—
|
|
|
10,206
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
27,260
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,260
|
|
|
—
|
|
|
27,260
|
|
||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66,191
|
)
|
|
—
|
|
|
(66,191
|
)
|
|
868
|
|
|
(65,323
|
)
|
||||||||
Liquidation of non-US entity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
50
|
|
|
—
|
|
|
50
|
|
||||||||
Pension adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
220
|
|
|
220
|
|
|
—
|
|
|
220
|
|
||||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,419
|
|
|
31,419
|
|
|
259
|
|
|
31,678
|
|
||||||||
Balance at December 31, 2017
|
|
115
|
|
|
1,326,250
|
|
|
(8,203
|
)
|
|
(677,772
|
)
|
|
(21,536
|
)
|
|
618,854
|
|
|
(2,906
|
)
|
|
615,948
|
|
||||||||
Issuance (repurchase) of stock
|
|
2
|
|
|
—
|
|
|
(7,369
|
)
|
|
—
|
|
|
—
|
|
|
(7,367
|
)
|
|
—
|
|
|
(7,367
|
)
|
||||||||
Cumulative impact of change in accounting policy
|
|
—
|
|
|
—
|
|
|
—
|
|
|
576
|
|
|
—
|
|
|
576
|
|
|
—
|
|
|
576
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
29,253
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,253
|
|
|
—
|
|
|
29,253
|
|
||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,505
|
)
|
|
—
|
|
|
(45,505
|
)
|
|
242
|
|
|
(45,263
|
)
|
||||||||
Pension adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|
(92
|
)
|
|
—
|
|
|
(92
|
)
|
||||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,350
|
)
|
|
(17,350
|
)
|
|
282
|
|
|
(17,068
|
)
|
||||||||
Balance at December 31, 2018
|
|
$
|
117
|
|
|
$
|
1,355,503
|
|
|
$
|
(15,572
|
)
|
|
$
|
(722,701
|
)
|
|
$
|
(38,978
|
)
|
|
$
|
578,369
|
|
|
$
|
(2,382
|
)
|
|
$
|
575,987
|
|
|
|
Years ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(45,263
|
)
|
|
$
|
(65,323
|
)
|
|
$
|
(39,265
|
)
|
Adjustments to reconcile net loss to net cash provided by
operating activities: |
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
59,293
|
|
|
62,041
|
|
|
60,535
|
|
|||
Stock-based compensation
|
|
29,253
|
|
|
27,260
|
|
|
31,295
|
|
|||
Lower of cost or market adjustment
|
|
—
|
|
|
12,883
|
|
|
11,053
|
|
|||
Impairment of assets
|
|
1,998
|
|
|
2,427
|
|
|
8,618
|
|
|||
Provision for bad debts
|
|
1,824
|
|
|
1,051
|
|
|
1,552
|
|
|||
Provision for deferred income taxes
|
|
(2,990
|
)
|
|
(5,567
|
)
|
|
(6,566
|
)
|
|||
Loss on the disposition of property and equipment
|
|
—
|
|
|
—
|
|
|
1,465
|
|
|||
Changes in operating accounts, net of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
599
|
|
|
3,987
|
|
|
26,255
|
|
|||
Inventories
|
|
(34,035
|
)
|
|
(17,716
|
)
|
|
(20,656
|
)
|
|||
Prepaid expenses and other current assets
|
|
40,922
|
|
|
(49,834
|
)
|
|
(3,895
|
)
|
|||
Accounts payable
|
|
11,559
|
|
|
12,448
|
|
|
(4,975
|
)
|
|||
Accrued and other current liabilities
|
|
(50,234
|
)
|
|
50,209
|
|
|
(7,670
|
)
|
|||
All other operating activities
|
|
(8,130
|
)
|
|
(7,739
|
)
|
|
(263
|
)
|
|||
Net cash provided by operating activities
|
|
4,796
|
|
|
26,127
|
|
|
57,483
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Cash paid for acquisitions, net of cash assumed
|
|
—
|
|
|
(34,291
|
)
|
|
—
|
|
|||
Purchases of property and equipment
|
|
(40,694
|
)
|
|
(30,881
|
)
|
|
(16,567
|
)
|
|||
Additions to license and patent costs
|
|
(970
|
)
|
|
(1,159
|
)
|
|
(1,132
|
)
|
|||
Proceeds from disposition of property and equipment
|
|
333
|
|
|
273
|
|
|
350
|
|
|||
Purchase of noncontrolling interest
|
|
—
|
|
|
(2,250
|
)
|
|
(3,533
|
)
|
|||
Other investing activities
|
|
(496
|
)
|
|
(2,351
|
)
|
|
(1,000
|
)
|
|||
Net cash used in investing activities
|
|
(41,827
|
)
|
|
(70,659
|
)
|
|
(21,882
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from borrowings
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|||
Payments related to net-share settlement of stock-based compensation
|
|
(7,367
|
)
|
|
(5,545
|
)
|
|
(2,871
|
)
|
|||
Payments on earnout consideration
|
|
(2,675
|
)
|
|
(3,206
|
)
|
|
—
|
|
|||
Repayment of capital lease obligations
|
|
(694
|
)
|
|
(437
|
)
|
|
(1,055
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
14,264
|
|
|
(9,188
|
)
|
|
(3,926
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(3,145
|
)
|
|
5,303
|
|
|
(2,369
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
(25,912
|
)
|
|
(48,417
|
)
|
|
29,306
|
|
|||
Cash, cash equivalents and restricted cash at the beginning of the period
(a)
|
|
136,831
|
|
|
185,248
|
|
|
155,942
|
|
|||
Cash, cash equivalents and restricted cash at the end of the period
(a)
|
|
$
|
110,919
|
|
|
$
|
136,831
|
|
|
$
|
185,248
|
|
|
|
|
|
|
|
|
||||||
Cash interest payments
|
|
$
|
542
|
|
|
$
|
503
|
|
|
$
|
839
|
|
Cash income tax payments, net
|
|
8,964
|
|
|
6,339
|
|
|
11,045
|
|
|||
Transfer of equipment from inventory to property and equipment, net
(b)
|
|
5,612
|
|
|
9,881
|
|
|
12,493
|
|
|||
Transfer of equipment to inventory from property and equipment, net
(c)
|
|
2,563
|
|
|
378
|
|
|
1,102
|
|
|||
Stock issued for acquisitions of businesses
|
|
—
|
|
|
3,208
|
|
|
—
|
|
(a)
|
The amounts for cash and cash equivalents shown above include restricted cash of
$921
,
$487
,
$301
and
$299
as of
December 31, 2018
,
2017
,
2016
and 2015, respectively, which were included in other assets, net, in the Consolidated Balance Sheets.
|
(b)
|
Inventory is transferred from inventory to property and equipment at cost when the Company requires additional machines for training or demonstration or for placement into on demand manufacturing services locations.
|
(c)
|
In general, an asset is transferred from property and equipment, net into inventory at its net book value when the Company has identified a potential sale for a used machine.
|
Year Ended
|
|
Item
|
|
Balance at beginning of year
|
|
Additions charged to expense
|
|
Other
|
|
Balance at end of year
|
||||||||
2018
|
|
Allowance for doubtful accounts
|
|
$
|
10,258
|
|
|
$
|
1,824
|
|
|
$
|
(3,659
|
)
|
|
$
|
8,423
|
|
2017
|
|
Allowance for doubtful accounts
|
|
12,920
|
|
|
1,051
|
|
|
(3,713
|
)
|
|
10,258
|
|
||||
2016
|
|
Allowance for doubtful accounts
|
|
14,139
|
|
|
1,552
|
|
|
(2,771
|
)
|
|
12,920
|
|
(in thousands)
|
|
2018
|
|
2017
|
||||
Raw materials
|
|
$
|
49,624
|
|
|
$
|
37,660
|
|
Work in process
|
|
2,969
|
|
|
3,906
|
|
||
Finished goods and parts
|
|
80,568
|
|
|
62,337
|
|
||
Inventories, net
|
|
$
|
133,161
|
|
|
$
|
103,903
|
|
(in thousands)
|
|
2018
|
|
2017
|
|
Useful Life (in years)
|
||||
Land
|
|
$
|
903
|
|
|
$
|
903
|
|
|
N/A
|
Building
|
|
12,408
|
|
|
11,276
|
|
|
25-30
|
||
Machinery and equipment
|
|
151,429
|
|
|
134,666
|
|
|
2-7
|
||
Capitalized software
|
|
18,357
|
|
|
8,834
|
|
|
3-5
|
||
Office furniture and equipment
|
|
4,955
|
|
|
4,677
|
|
|
1-5
|
||
Leasehold improvements
|
|
31,514
|
|
|
29,503
|
|
|
Life of lease
(a)
|
||
Construction in progress
|
|
15,083
|
|
|
13,527
|
|
|
N/A
|
||
Total property and equipment
|
|
234,649
|
|
|
203,386
|
|
|
|
||
Less: Accumulated depreciation and amortization
|
|
(126,931
|
)
|
|
(105,865
|
)
|
|
|
||
Total property and equipment, net
|
|
$
|
107,718
|
|
|
$
|
97,521
|
|
|
|
(a)
|
Leasehold improvements are amortized on a straight-line basis over the shorter of (i) their estimated useful lives and (ii) the estimated or contractual life of the related lease.
|
|
|
2018
|
|
2017
|
|
|
|
|
||||||||||||||||||||
(in thousands)
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Useful Life (in years)
|
|
Weighted Average Useful Life Remaining (in years)
|
||||||||||||
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
|
$
|
103,332
|
|
|
$
|
(67,129
|
)
|
|
$
|
36,203
|
|
|
$
|
105,505
|
|
|
$
|
(57,796
|
)
|
|
$
|
47,709
|
|
|
1-12
|
|
5
|
Acquired technology
|
|
52,691
|
|
|
(47,546
|
)
|
|
5,145
|
|
|
54,716
|
|
|
(39,644
|
)
|
|
15,072
|
|
|
1-2
|
|
2
|
||||||
Trade names
|
|
25,096
|
|
|
(17,669
|
)
|
|
7,427
|
|
|
25,813
|
|
|
(15,552
|
)
|
|
10,261
|
|
|
3-6
|
|
5
|
||||||
Patent costs
|
|
11,032
|
|
|
(8,382
|
)
|
|
2,650
|
|
|
17,909
|
|
|
(7,338
|
)
|
|
10,571
|
|
|
1-19
|
|
14
|
||||||
Trade secrets
|
|
19,374
|
|
|
(13,574
|
)
|
|
5,800
|
|
|
19,431
|
|
|
(11,530
|
)
|
|
7,901
|
|
|
2-4
|
|
3
|
||||||
Acquired patents
|
|
16,212
|
|
|
(13,160
|
)
|
|
3,052
|
|
|
16,661
|
|
|
(11,969
|
)
|
|
4,692
|
|
|
6-8
|
|
7
|
||||||
Other
|
|
26,551
|
|
|
(18,553
|
)
|
|
7,998
|
|
|
20,012
|
|
|
(17,435
|
)
|
|
2,577
|
|
|
1-2
|
|
1
|
||||||
Total intangible assets
|
|
$
|
254,288
|
|
|
$
|
(186,013
|
)
|
|
$
|
68,275
|
|
|
$
|
260,047
|
|
|
$
|
(161,264
|
)
|
|
$
|
98,783
|
|
|
1-19
|
|
5
|
(in thousands)
|
|
Americas
|
|
EMEA
|
|
Asia Pacific
|
|
Total
|
||||||||
Balance at December 31, 2016
|
|
$
|
—
|
|
|
$
|
144,971
|
|
|
$
|
36,259
|
|
|
$
|
181,230
|
|
Acquisitions and adjustments
|
|
—
|
|
|
31,438
|
|
|
41
|
|
|
31,479
|
|
||||
Effect of foreign currency exchange rates
|
|
—
|
|
|
15,539
|
|
|
2,634
|
|
|
18,173
|
|
||||
Balance at December 31, 2017
|
|
—
|
|
|
191,948
|
|
|
38,934
|
|
|
230,882
|
|
||||
Acquisitions and adjustments
|
|
—
|
|
|
(331
|
)
|
|
—
|
|
|
(331
|
)
|
||||
Effect of foreign currency exchange rates
|
|
—
|
|
|
(7,597
|
)
|
|
(1,620
|
)
|
|
(9,217
|
)
|
||||
Balance at December 31, 2018
|
|
$
|
—
|
|
|
$
|
184,020
|
|
|
$
|
37,314
|
|
|
$
|
221,334
|
|
(in thousands)
|
|
2018
|
|
2017
|
||||
Compensation and benefits
|
|
$
|
23,787
|
|
|
$
|
20,432
|
|
Accrued taxes
|
|
17,246
|
|
|
13,861
|
|
||
Arbitration awards
|
|
2,256
|
|
|
11,282
|
|
||
Vendor accruals
|
|
6,895
|
|
|
7,044
|
|
||
Product warranty liability
|
|
3,788
|
|
|
5,564
|
|
||
Accrued earnouts related to acquisitions
|
|
—
|
|
|
2,772
|
|
||
Accrued other
|
|
2,108
|
|
|
2,485
|
|
||
Royalties payable
|
|
1,417
|
|
|
1,679
|
|
||
Accrued professional fees
|
|
1,657
|
|
|
742
|
|
||
Accrued interest
|
|
111
|
|
|
38
|
|
||
Total
|
|
$
|
59,265
|
|
|
$
|
65,899
|
|
(in thousands)
|
|
2018
|
|
2017
|
||||
Long term employee indemnity
|
|
$
|
13,609
|
|
|
$
|
13,887
|
|
Defined benefit pension obligation
|
|
8,518
|
|
|
8,290
|
|
||
Other long term liabilities
|
|
4,915
|
|
|
7,596
|
|
||
Long term deferred revenue
|
|
8,121
|
|
|
7,298
|
|
||
Long term tax liability
|
|
4,168
|
|
|
9,340
|
|
||
Long term earnouts related to acquisitions
|
|
—
|
|
|
2,343
|
|
||
Total
|
|
$
|
39,331
|
|
|
$
|
48,754
|
|
(in thousands)
|
|
Beginning Balance
|
|
Additional Accrual/ Revenue Deferred
|
|
Costs Incurred/ Deferred Revenue Amortization
|
|
Ending Balance
|
||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
$
|
10,202
|
|
|
$
|
9,347
|
|
|
$
|
(11,889
|
)
|
|
$
|
7,660
|
|
2017
|
|
9,051
|
|
|
13,623
|
|
|
(12,472
|
)
|
|
10,202
|
|
||||
2016
|
|
10,663
|
|
|
12,859
|
|
|
(14,471
|
)
|
|
9,051
|
|
(in thousands)
|
|
Capitalized Leases
|
|
Operating Leases
|
||||
Years ending December 31:
|
|
|
|
|
|
|
||
2019
|
|
$
|
1,099
|
|
|
$
|
15,123
|
|
2020
|
|
1,011
|
|
|
9,153
|
|
||
2021
|
|
736
|
|
|
6,997
|
|
||
2022
|
|
752
|
|
|
5,847
|
|
||
2023
|
|
752
|
|
|
5,095
|
|
||
Later years
|
|
5,990
|
|
|
7,707
|
|
||
Total minimum lease payments
|
|
10,340
|
|
|
$
|
49,922
|
|
|
Less: amounts representing imputed interest
|
|
(3,294
|
)
|
|
|
|||
Present value of minimum lease payments
|
|
7,046
|
|
|
|
|||
Less: current portion of capitalized lease obligations
|
|
(654
|
)
|
|
|
|||
Capitalized lease obligations, excluding current portion
|
|
$
|
6,392
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Restricted Stock
|
|
$
|
24,933
|
|
|
$
|
22,920
|
|
|
$
|
28,612
|
|
Stock Options
|
|
4,320
|
|
|
4,340
|
|
|
2,683
|
|
|||
Total stock-based compensation expense
|
|
$
|
29,253
|
|
|
$
|
27,260
|
|
|
$
|
31,295
|
|
(in thousands, except per share amounts)
|
|
Number of Shares/Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at beginning of period — unvested
|
|
4,267
|
|
|
$
|
13.12
|
|
Granted
|
|
1,957
|
|
|
16.08
|
|
|
Cancelled
|
|
(252
|
)
|
|
11.98
|
|
|
Vested
|
|
(2,141
|
)
|
|
14.22
|
|
|
Outstanding at end of period — unvested
|
|
3,831
|
|
|
$
|
14.03
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Stock option assumptions:
|
|
|
|
|
|
|
||||||
Weighted-average fair value
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.80
|
|
Expected volatility
|
|
—
|
%
|
|
—
|
%
|
|
60.0
|
%
|
|||
Risk-free interest rate
|
|
—
|
|
|
—
|
|
|
0.76-1.46%
|
|
|||
Expected dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Derived term in years
|
|
—
|
|
|
—
|
|
|
3-4
|
|
|
|
Year Ended Year Ended December 31, 2018
|
|||||||||||
(in thousands, except per share amounts)
|
|
Number of Shares
|
|
Weighted Average Exercise
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
Stock option activity:
|
|
|
|
|
|
|
|
|
|||||
Outstanding at beginning of period
|
|
1,820
|
|
|
$
|
14.08
|
|
|
—
|
|
|
—
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Exercised
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Forfeited and expired
|
|
(40
|
)
|
|
13.25
|
|
|
—
|
|
|
—
|
|
|
Outstanding at end of period
|
|
1,780
|
|
|
$
|
14.10
|
|
|
7.5
|
|
|
—
|
|
(in thousands)
|
|
2018
|
|
2017
|
||||
Reconciliation of benefit obligations:
|
|
|
|
|
||||
Obligations as of January 1
|
|
$
|
8,434
|
|
|
$
|
7,727
|
|
Service cost
|
|
155
|
|
|
184
|
|
||
Interest cost
|
|
148
|
|
|
131
|
|
||
Actuarial loss (gain)
|
|
453
|
|
|
(555
|
)
|
||
Benefit payments
|
|
(145
|
)
|
|
(136
|
)
|
||
Effect of foreign currency exchange rate changes
|
|
(387
|
)
|
|
1,083
|
|
||
Benefit obligations as of December 31
|
|
8,658
|
|
|
8,434
|
|
||
Fair value of assets as of December 31
(a)
|
|
3,224
|
|
|
3,207
|
|
||
Funded status as of December 31, net of tax benefit
|
|
$
|
(5,434
|
)
|
|
$
|
(5,227
|
)
|
|
|
|
|
|
||||
(a)
No change in underlying asset value for the periods.
|
|
|
|
|
(in thousands)
|
|
2018
|
|
2017
|
||||
Amounts recognized as accumulated other comprehensive income (loss):
|
|
|
|
|
||||
Current year actuarial gain (loss)
|
|
$
|
276
|
|
|
$
|
555
|
|
Amortization of prior years' unrecognized loss
|
|
177
|
|
|
244
|
|
||
Tax benefit (provision)
|
|
88
|
|
|
(247
|
)
|
||
Total recognized as accumulated other comprehensive income (loss)
|
|
$
|
188
|
|
|
$
|
552
|
|
(in thousands)
|
|
2018
|
|
2017
|
||||
Other assets
|
|
$
|
3,224
|
|
|
$
|
3,207
|
|
Accrued liabilities
|
|
(140
|
)
|
|
(144
|
)
|
||
Other liabilities
|
|
(8,518
|
)
|
|
(8,290
|
)
|
||
Net liability
|
|
$
|
(5,434
|
)
|
|
$
|
(5,227
|
)
|
(in thousands)
|
|
2018
|
|
2017
|
||||
Projected benefit obligation
|
|
$
|
8,658
|
|
|
$
|
8,434
|
|
Accumulated benefit obligation
|
|
$
|
7,587
|
|
|
$
|
7,570
|
|
(in thousands)
|
|
2018
|
|
2017
|
||||
Net periodic benefit cost:
|
|
|
|
|
||||
Service cost
|
|
$
|
155
|
|
|
$
|
184
|
|
Interest cost
|
|
148
|
|
|
131
|
|
||
Amortization of actuarial loss
|
|
177
|
|
|
244
|
|
||
Total
|
|
$
|
480
|
|
|
$
|
559
|
|
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
|
|
|
|
|
||||
Net loss (gain)
|
|
276
|
|
|
(555
|
)
|
||
Total expense recognized in net periodic benefit cost and other comprehensive income
|
|
$
|
756
|
|
|
$
|
4
|
|
|
|
2018
|
|
2017
|
Discount rate
|
|
1.80%
|
|
1.80%
|
Rate of compensation
|
|
3.50%
|
|
3.00%
|
(in thousands, except per share amounts)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator for basic and diluted net loss per share:
|
|
|
|
|
|
|
||||||
Net loss attributable to 3D Systems Corporation
|
|
$
|
(45,505
|
)
|
|
$
|
(66,191
|
)
|
|
$
|
(38,419
|
)
|
|
|
|
|
|
|
|
||||||
Denominator for basic and diluted net loss per share:
|
|
|
|
|
|
|
||||||
Weighted average shares
|
|
112,327
|
|
|
111,554
|
|
|
111,189
|
|
|||
|
|
|
|
|
|
|
||||||
Net loss per share, basic and diluted
|
|
$
|
(0.41
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
(0.35
|
)
|
|
|
Fair Value Measurements as of December 31, 2018
|
||||||||||||||
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Description
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
(a)
|
|
$
|
6,141
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,141
|
|
Earnout consideration
(b)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Fair Value Measurements as of December 31, 2017
|
||||||||||||||
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Description
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
(a)
|
|
$
|
20,244
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,244
|
|
Earnout consideration
(b)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,115
|
|
|
$
|
5,115
|
|
(a)
|
Cash equivalents include funds held in money market instruments and are reported at their current carrying value, which approximates fair value due to the short-term nature of these instruments and are included in cash and cash equivalents in the Consolidated Balance Sheet.
|
(b)
|
The fair value of the earnout consideration, which is based on the present value of the expected future payments to be made to the sellers of the acquired businesses, was derived by analyzing the future performance of the acquired businesses using the earnout formula and performance targets specified in each purchase agreement and adjusting those amounts to reflect the ability of the acquired entities to achieve the stated targets. Given the significance of the unobservable inputs, the valuations are classified in Level 3 of the fair value hierarchy. The change in earnout consideration from
December 31, 2017
to
December 31, 2018
reflects a payment of
$2,675
, accretion of
$268
and adjustments of
$2,708
.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Loss before income taxes:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
(59,233
|
)
|
|
$
|
(75,965
|
)
|
|
$
|
(53,868
|
)
|
Foreign
|
|
16,005
|
|
|
18,444
|
|
|
14,056
|
|
|||
Total
|
|
$
|
(43,228
|
)
|
|
$
|
(57,521
|
)
|
|
$
|
(39,812
|
)
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
$
|
(5,882
|
)
|
|
$
|
(83
|
)
|
|
$
|
(2,110
|
)
|
State
|
|
286
|
|
|
741
|
|
|
30
|
|
|||
Foreign
|
|
10,621
|
|
|
12,711
|
|
|
8,099
|
|
|||
Total
|
|
5,025
|
|
|
13,369
|
|
|
6,019
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
(322
|
)
|
|
—
|
|
|
(1,245
|
)
|
|||
State
|
|
3
|
|
|
1,097
|
|
|
—
|
|
|||
Foreign
|
|
(2,671
|
)
|
|
(6,664
|
)
|
|
(5,321
|
)
|
|||
Total
|
|
(2,990
|
)
|
|
(5,567
|
)
|
|
(6,566
|
)
|
|||
Total income tax provision (benefit)
|
|
$
|
2,035
|
|
|
$
|
7,802
|
|
|
$
|
(547
|
)
|
(in thousands)
|
|
2018
|
|
2017
|
||||
Deferred income tax assets:
|
|
|
|
|
||||
Intangibles
|
|
$
|
22,530
|
|
|
$
|
24,232
|
|
Stock options and restricted stock awards
|
|
5,916
|
|
|
5,988
|
|
||
Reserves and allowances
|
|
15,656
|
|
|
11,308
|
|
||
Net operating loss carryforwards
|
|
41,356
|
|
|
35,004
|
|
||
Tax credit carryforwards
|
|
13,669
|
|
|
10,908
|
|
||
Accrued liabilities
|
|
3,040
|
|
|
3,011
|
|
||
Deferred revenue
|
|
5,036
|
|
|
4,629
|
|
||
Valuation allowance
|
|
(95,398
|
)
|
|
(80,796
|
)
|
||
Total deferred income tax assets
|
|
11,805
|
|
|
14,284
|
|
||
|
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
|
||||
Intangibles
|
|
6,994
|
|
|
11,301
|
|
||
Property, plant and equipment
|
|
5,265
|
|
|
7,304
|
|
||
Liabilities related to distributions
|
|
997
|
|
|
—
|
|
||
Other
|
|
522
|
|
|
642
|
|
||
Total deferred income tax liabilities
|
|
13,778
|
|
|
19,247
|
|
||
|
|
|
|
|
||||
Net deferred income tax liabilities
|
|
$
|
(1,973
|
)
|
|
$
|
(4,963
|
)
|
|
|
Unrecognized Tax Benefits
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at January 1
|
|
$
|
(18,310
|
)
|
|
$
|
(18,251
|
)
|
|
$
|
(8,296
|
)
|
Increases related to prior year tax positions
|
|
(1,400
|
)
|
|
(4,104
|
)
|
|
(2,658
|
)
|
|||
Decreases related to prior year tax positions
|
|
8,272
|
|
|
4,045
|
|
|
—
|
|
|||
Increases related to current year tax positions
|
|
(1,593
|
)
|
|
—
|
|
|
(7,297
|
)
|
|||
Balance at December 31
|
|
$
|
(13,031
|
)
|
|
$
|
(18,310
|
)
|
|
$
|
(18,251
|
)
|
Year Ended
|
|
Item
|
|
Balance at beginning of year
|
|
Additions (reductions) charged to expense
|
|
Other
|
|
Balance at end of year
|
||||||||
2018
|
|
Deferred income tax asset valuation allowance
|
|
$
|
80,796
|
|
|
$
|
14,602
|
|
|
$
|
—
|
|
|
$
|
95,398
|
|
2017
|
|
Deferred income tax asset valuation allowance
|
|
109,913
|
|
|
(28,071
|
)
|
|
(1,046
|
)
|
|
80,796
|
|
||||
2016
|
|
Deferred income tax asset valuation allowance
|
|
107,312
|
|
|
20,450
|
|
|
(17,849
|
)
|
|
109,913
|
|
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue from unaffiliated customers:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
332,611
|
|
|
$
|
322,399
|
|
|
$
|
329,553
|
|
Other Americas
|
|
8,154
|
|
|
11,377
|
|
|
11,332
|
|
|||
EMEA
|
|
237,462
|
|
|
220,357
|
|
|
193,141
|
|
|||
Asia Pacific
|
|
109,433
|
|
|
91,936
|
|
|
98,939
|
|
|||
Total revenue
|
|
$
|
687,660
|
|
|
$
|
646,069
|
|
|
$
|
632,965
|
|
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue by class of product and service:
|
|
|
|
|
|
|
||||||
Products
|
|
$
|
259,124
|
|
|
$
|
222,750
|
|
|
$
|
238,011
|
|
Materials
|
|
170,091
|
|
|
168,846
|
|
|
156,839
|
|
|||
Services
|
|
258,445
|
|
|
254,473
|
|
|
238,115
|
|
|||
Total revenue
|
|
$
|
687,660
|
|
|
$
|
646,069
|
|
|
$
|
632,965
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
|
Intercompany Sales to
|
||||||||||||||
(in thousands)
|
|
Americas
|
|
EMEA
|
|
Asia Pacific
|
|
Total
|
||||||||
Americas
|
|
$
|
2,342
|
|
|
$
|
59,206
|
|
|
$
|
22,962
|
|
|
$
|
84,510
|
|
EMEA
|
|
75,875
|
|
|
28,075
|
|
|
7,209
|
|
|
111,159
|
|
||||
Asia Pacific
|
|
4,633
|
|
|
32
|
|
|
3,570
|
|
|
8,235
|
|
||||
Total
|
|
$
|
82,850
|
|
|
$
|
87,313
|
|
|
$
|
33,741
|
|
|
$
|
203,904
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
|
Intercompany Sales to
|
||||||||||||||
(in thousands)
|
|
Americas
|
|
EMEA
|
|
Asia Pacific
|
|
Total
|
||||||||
Americas
|
|
$
|
2,169
|
|
|
$
|
51,689
|
|
|
$
|
20,388
|
|
|
$
|
74,246
|
|
EMEA
|
|
70,709
|
|
|
19,098
|
|
|
4,945
|
|
|
94,752
|
|
||||
Asia Pacific
|
|
2,790
|
|
|
174
|
|
|
3,936
|
|
|
6,900
|
|
||||
Total
|
|
$
|
75,668
|
|
|
$
|
70,961
|
|
|
$
|
29,269
|
|
|
$
|
175,898
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
|
Intercompany Sales to
|
||||||||||||||
(in thousands)
|
|
Americas
|
|
EMEA
|
|
Asia Pacific
|
|
Total
|
||||||||
Americas
|
|
$
|
3,013
|
|
|
$
|
39,839
|
|
|
$
|
21,639
|
|
|
$
|
64,491
|
|
EMEA
|
|
65,209
|
|
|
12,286
|
|
|
6,091
|
|
|
83,586
|
|
||||
Asia Pacific
|
|
3,046
|
|
|
369
|
|
|
3,959
|
|
|
7,374
|
|
||||
Total
|
|
$
|
71,268
|
|
|
$
|
52,494
|
|
|
$
|
31,689
|
|
|
$
|
155,451
|
|
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income (loss) from operations:
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
(69,081
|
)
|
|
$
|
(79,429
|
)
|
|
$
|
(64,377
|
)
|
EMEA
|
|
5,283
|
|
|
7,483
|
|
|
6,016
|
|
|||
Asia Pacific
|
|
20,607
|
|
|
17,973
|
|
|
19,941
|
|
|||
Total
|
|
$
|
(43,191
|
)
|
|
$
|
(53,973
|
)
|
|
$
|
(38,420
|
)
|
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
25,005
|
|
|
$
|
25,484
|
|
|
$
|
25,892
|
|
EMEA
|
|
30,191
|
|
|
31,135
|
|
|
29,946
|
|
|||
Asia Pacific
|
|
4,097
|
|
|
5,422
|
|
|
4,697
|
|
|||
Total
|
|
$
|
59,293
|
|
|
$
|
62,041
|
|
|
$
|
60,535
|
|
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Capital expenditures:
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
19,668
|
|
|
$
|
23,925
|
|
|
$
|
8,172
|
|
EMEA
|
|
20,057
|
|
|
5,227
|
|
|
5,947
|
|
|||
Asia Pacific
|
|
969
|
|
|
1,729
|
|
|
2,448
|
|
|||
Total
|
|
$
|
40,694
|
|
|
$
|
30,881
|
|
|
$
|
16,567
|
|
|
|
At December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
284,676
|
|
|
$
|
329,550
|
|
|
$
|
345,412
|
|
EMEA
|
|
433,326
|
|
|
454,319
|
|
|
382,163
|
|
|||
Asia Pacific
|
|
107,830
|
|
|
112,895
|
|
|
121,578
|
|
|||
Total
|
|
$
|
825,832
|
|
|
$
|
896,764
|
|
|
$
|
849,153
|
|
|
|
|
|
|
|
|
||||||
|
|
At December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
39,316
|
|
|
$
|
51,475
|
|
|
$
|
105,750
|
|
EMEA
|
|
41,581
|
|
|
52,642
|
|
|
44,877
|
|
|||
Asia Pacific
|
|
29,101
|
|
|
32,227
|
|
|
34,320
|
|
|||
Total
|
|
$
|
109,998
|
|
|
$
|
136,344
|
|
|
$
|
184,947
|
|
(in thousands)
|
|
Foreign currency translation adjustment
|
|
Defined benefit pension plan
|
|
Liquidation of non-US entity and purchase of non-controlling interests
|
|
Total
|
||||||||
Balance at December 31, 2016
|
|
$
|
(50,738
|
)
|
|
$
|
(2,775
|
)
|
|
$
|
288
|
|
|
$
|
(53,225
|
)
|
Other comprehensive income (loss)
|
|
31,419
|
|
|
220
|
|
|
50
|
|
|
31,689
|
|
||||
Balance at December 31, 2017
|
|
(19,319
|
)
|
|
(2,555
|
)
|
|
338
|
|
|
(21,536
|
)
|
||||
Other comprehensive income
|
|
(18,751
|
)
|
|
(92
|
)
|
|
—
|
|
|
(18,843
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
|
1,401
|
|
|
—
|
|
|
—
|
|
|
1,401
|
|
||||
Balance at December 31, 2018
|
|
$
|
(36,669
|
)
|
|
$
|
(2,647
|
)
|
|
$
|
338
|
|
|
$
|
(38,978
|
)
|
(in thousands)
|
|
2018
|
|
2017
|
|
Statement of Operations Caption
|
||||
Currency translation adjustments:
|
|
|
|
|
|
|
||||
Gain on dissolution
|
|
$
|
1,401
|
|
|
$
|
—
|
|
|
Interest and other expense, net
|
|
|
2018
|
||||||||||||||
|
|
Quarter Ended
|
||||||||||||||
(in thousands, except per share amounts)
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
Consolidated revenue
|
|
$
|
180,712
|
|
|
$
|
164,511
|
|
|
$
|
176,568
|
|
|
$
|
165,869
|
|
Gross profit
|
|
82,553
|
|
|
77,810
|
|
|
86,162
|
|
|
77,869
|
|
||||
Total operating expenses
|
|
89,572
|
|
|
88,794
|
|
|
93,884
|
|
|
95,335
|
|
||||
Loss from operations
|
|
(7,019
|
)
|
|
(10,984
|
)
|
|
(7,722
|
)
|
|
(17,466
|
)
|
||||
Provision for income taxes
|
|
(4,051
|
)
|
|
1,593
|
|
|
2,539
|
|
|
1,954
|
|
||||
Net loss attributable to 3D Systems
|
|
(4,136
|
)
|
|
(11,550
|
)
|
|
(8,862
|
)
|
|
(20,957
|
)
|
||||
Basic and diluted net loss per share
|
|
$
|
(0.04
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.19
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
2017
|
||||||||||||||
|
|
Quarter Ended
|
||||||||||||||
(in thousands, except per share amounts)
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
Consolidated revenue
|
|
$
|
177,264
|
|
|
$
|
152,907
|
|
|
$
|
159,467
|
|
|
$
|
156,431
|
|
Gross profit
|
|
85,458
|
|
|
58,522
|
|
|
80,673
|
|
|
80,186
|
|
||||
Total operating expenses
|
|
91,161
|
|
|
90,857
|
|
|
87,537
|
|
|
89,257
|
|
||||
Loss from operations
|
|
(5,703
|
)
|
|
(32,335
|
)
|
|
(6,864
|
)
|
|
(9,071
|
)
|
||||
Provision for income taxes
|
|
971
|
|
|
3,723
|
|
|
2,067
|
|
|
1,041
|
|
||||
Net loss attributable to 3D Systems
|
|
(10,134
|
)
|
|
(37,670
|
)
|
|
(8,416
|
)
|
|
(9,971
|
)
|
||||
Basic and diluted net income (loss) per share
|
|
$
|
(0.08
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.09
|
)
|
|
|
2016
|
||||||||||||||
|
|
Quarter Ended
|
||||||||||||||
(in thousands, except per share amounts)
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
Consolidated revenue
|
|
$
|
165,937
|
|
|
$
|
156,362
|
|
|
$
|
158,111
|
|
|
$
|
152,555
|
|
Gross profit
|
|
82,890
|
|
|
68,937
|
|
|
80,411
|
|
|
77,513
|
|
||||
Total operating expenses
|
|
78,817
|
|
|
90,954
|
|
|
84,128
|
|
|
94,272
|
|
||||
Income (loss) from operations
|
|
4,073
|
|
|
(22,017
|
)
|
|
(3,717
|
)
|
|
(16,759
|
)
|
||||
Provision (benefit) for income taxes
|
|
(1,212
|
)
|
|
(2,214
|
)
|
|
1,700
|
|
|
1,179
|
|
||||
Net income (loss) attributable to 3D Systems
|
|
5,230
|
|
|
(21,213
|
)
|
|
(4,648
|
)
|
|
(17,788
|
)
|
||||
Basic and diluted net income (loss) per share
|
|
$
|
0.05
|
|
|
$
|
(0.19
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.16
|
)
|
1.
|
CERTAIN DEFINITIONS 1
|
1.1.
|
Certain Definitions 1
|
1.2.
|
Construction 26
|
1.3.
|
Accounting Principles; Changes in GAAP 27
|
1.4.
|
Calculation of Financial Covenants 28
|
1.5.
|
Division 28
|
2.
|
THE REVOLVING CREDIT, TERM LOAN AND SWING LOAN FACILITIES 28
|
2.1.
|
Revolving Credit Commitments and Term Loan Commitments 28
|
2.1.1.
|
Revolving Credit Loans and Term Loans 28
|
2.1.2.
|
Swing Loan Commitment 29
|
2.2.
|
Nature of Lenders’ Obligations with Respect to Loans 29
|
2.3.
|
Commitment Fees 29
|
2.4.
|
Termination or Reduction of Commitments 29
|
2.5.
|
Revolving Credit Loan and Term Loan Requests; Swing Loan Requests 30
|
2.5.1.
|
Revolving Credit Loan and Term Loan Requests 30
|
2.5.2.
|
Swing Loan Requests 30
|
2.6.
|
Making Revolving Credit Loans and Term Loans; Making Swing Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit Loans and Term Loans; Borrowings to Repay Swing Loans 30
|
2.6.1.
|
Making Revolving Credit Loans and Term Loans 30
|
2.6.2.
|
Presumptions by the Administrative Agent 31
|
2.6.3.
|
Making Swing Loans 31
|
2.6.4.
|
Repayment of Revolving Credit Loans and Term Loans 31
|
2.6.5.
|
Borrowings to Repay Swing Loans 32
|
2.7.
|
Notes 33
|
2.8.
|
Use of Proceeds 34
|
2.9.
|
Letter of Credit Subfacility 34
|
2.9.1.
|
Issuance of Letters of Credit 34
|
2.9.2.
|
Letter of Credit Fees 34
|
2.9.3.
|
Disbursements, Reimbursement 35
|
2.9.4.
|
Repayment of Participation Advances 36
|
2.9.5.
|
Documentation 36
|
2.9.6.
|
Determinations to Honor Drawing Requests 36
|
2.9.7.
|
Nature of Participation and Reimbursement Obligations 37
|
2.9.8.
|
[Reserved] 38
|
2.9.9.
|
Liability for Acts and Omissions 38
|
2.9.10.
|
Issuing Lender Reporting Requirements 39
|
2.10.
|
Defaulting Lenders 39
|
2.11.
|
Cash Collateral. 42
|
2.12.
|
Increase in Commitments. 42
|
2.12.1.
|
Request for Increase 42
|
2.12.2.
|
Process for Increase 43
|
2.12.3.
|
Effective Date and Allocations 43
|
2.12.4.
|
Conditions to Effectiveness of Increase 43
|
2.12.5.
|
Conflicting Provisions 44
|
2.13.
|
Extension of Revolving Credit Maturity Date 44
|
2.13.1.
|
Request for Extension 44
|
2.13.2.
|
Lender Elections to Extend 44
|
2.13.3.
|
Notification by Administrative Agent 44
|
2.13.4.
|
Additional Commitment Lenders 44
|
2.13.5.
|
Conditions to Effectiveness of Extensions 44
|
2.13.6.
|
Amendment; Sharing of Payments 45
|
2.13.7.
|
Minimum Extension Requirement 45
|
3.
|
GUARANTY 45
|
3.1.
|
Guarantied Obligations 45
|
3.2.
|
Guaranty 46
|
3.3.
|
Obligations Absolute 46
|
3.4.
|
Waivers, etc 47
|
3.5.
|
Reinstatement 48
|
3.6.
|
Subrogation 48
|
3.7.
|
No Stay 49
|
3.8.
|
Joint and Several Obligations 49
|
3.9.
|
Keepwell 49
|
4.
|
INTEREST RATE 49
|
4.1.
|
Interest Rate Options 49
|
4.1.1.
|
Revolving Credit Interest Rate Options and Term Loan Interest Rate Options; Swing Line Interest Rate 50
|
4.1.2.
|
Rate Quotations 50
|
4.2.
|
Interest Periods 50
|
4.2.1.
|
Amount of Borrowing Tranche 50
|
4.2.2.
|
Renewals 51
|
4.3.
|
Interest After Default 51
|
4.3.1.
|
Letter of Credit Fees, Interest Rate 51
|
4.3.2.
|
Other Obligations 51
|
4.3.3.
|
Acknowledgment 51
|
4.4.
|
Alternate Rate of Interest; Change in Legality 51
|
4.4.1.
|
Alternate Rate of Interest 51
|
4.4.2.
|
Change in Legality 52
|
4.5.
|
Selection of Interest Rate Options 53
|
5.
|
PAYMENTS 53
|
5.1.
|
Payments 53
|
5.2.
|
Pro Rata Treatment of Lenders 53
|
5.3.
|
Sharing of Payments by Lenders 54
|
5.4.
|
Presumptions by Administrative Agent 54
|
5.5.
|
Interest Payment Dates 54
|
5.6.
|
Prepayments 54
|
5.6.1.
|
Voluntary Prepayments 54
|
5.6.2.
|
Mandatory Prepayments 55
|
5.6.3.
|
Application of Prepayments, etc. 56
|
5.7.
|
Replacement of a Lender 56
|
5.8.
|
Designation of a Different Lending Office 57
|
5.9.
|
Increased Costs 57
|
5.9.1.
|
Increased Costs Generally 57
|
5.9.2.
|
Capital Requirements 57
|
5.9.3.
|
Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans 58
|
5.9.4.
|
Delay in Requests 58
|
5.9.5.
|
Eurocurrency Liabilities 58
|
5.10.
|
Taxes 58
|
5.10.1.
|
Issuing Lender 58
|
5.10.2.
|
Payments Free of Taxes 58
|
5.10.3.
|
Payment of Other Taxes by the Loan Parties 59
|
5.10.4.
|
Indemnification by the Loan Parties 59
|
5.10.5.
|
Indemnification by the Lenders 59
|
5.10.6.
|
Evidence of Payments 59
|
5.10.7.
|
Status of Lenders 59
|
5.10.8.
|
Treatment of Certain Refunds 61
|
5.10.9.
|
Survival 61
|
5.11.
|
Indemnity 62
|
6.
|
REPRESENTATIONS AND WARRANTIES 62
|
6.1.
|
Representations and Warranties 62
|
6.1.1.
|
Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default 62
|
6.1.2.
|
Subsidiaries and Owners 62
|
6.1.3.
|
Investment Companies 63
|
6.1.4.
|
Validity and Binding Effect 63
|
6.1.5.
|
No Conflict; Material Agreements; Consents 63
|
6.1.6.
|
Litigation 63
|
6.1.7.
|
Financial Statements 63
|
6.1.8.
|
Margin Stock 64
|
6.1.9.
|
Full Disclosure 64
|
6.1.10.
|
Taxes 64
|
6.1.11.
|
Patents, Trademarks, Copyrights, Licenses, Etc. 65
|
6.1.12.
|
Insurance 65
|
6.1.13.
|
ERISA Compliance 65
|
6.1.14.
|
Environmental Matters 65
|
6.1.15.
|
Labor Matters 65
|
6.1.16.
|
Security Documents 66
|
6.1.17.
|
Solvency 66
|
6.1.18.
|
Sanctions 66
|
6.1.19.
|
Anti-Corruption 66
|
6.1.20.
|
EEA Financial Institution 66
|
7.
|
CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT 66
|
7.1.
|
Closing Date 66
|
7.1.1.
|
Deliveries 66
|
7.1.2.
|
USA Patriot Act 69
|
7.1.3.
|
Due Diligence 69
|
7.1.4.
|
Payment of Fees 69
|
7.1.5.
|
Lender Agreement 69
|
7.2.
|
Each Loan or Letter of Credit 69
|
8.
|
COVENANTS 69
|
8.1.
|
Affirmative Covenants 70
|
8.1.1.
|
Preservation of Existence, Etc 70
|
8.1.2.
|
Payment of Liabilities, Including Taxes, Etc 70
|
8.1.3.
|
Maintenance of Insurance 70
|
8.1.4.
|
Maintenance of Properties and Leases 70
|
8.1.5.
|
Visitation Rights 70
|
8.1.6.
|
Keeping of Records and Books of Account 70
|
8.1.7.
|
Compliance with Laws; Use of Proceeds 71
|
8.1.8.
|
Sanctions and Anti-Corruption Laws 71
|
8.1.9.
|
Guarantors 71
|
8.1.10.
|
ERISA Compliance 72
|
8.1.11.
|
Anti-Corruption Laws 72
|
8.1.12.
|
Further Assurances 72
|
8.2.
|
Negative Covenants 73
|
8.2.1.
|
Indebtedness 73
|
8.2.2.
|
Liens 75
|
8.2.3.
|
[Reserved] 75
|
8.2.4.
|
Loans and Investments 75
|
8.2.5.
|
Dividends and Related Distributions and Restricted Payments 76
|
8.2.6.
|
Liquidations, Mergers, Consolidations, Acquisitions 77
|
8.2.7.
|
Dispositions of Assets or Subsidiaries 77
|
8.2.8.
|
Affiliate Transactions 78
|
8.2.9.
|
[Reserved] 78
|
8.2.10.
|
Continuation of or Change in Business 78
|
8.2.11.
|
[Reserved] 78
|
8.2.12.
|
Changes in Organizational Documents 79
|
8.2.13.
|
[Reserved] 79
|
8.2.14.
|
Maximum Consolidated Total Leverage Ratio 79
|
8.2.15.
|
Minimum Interest Coverage Ratio 79
|
8.2.16.
|
No Burdensome Agreements (including Negative Pledges) 79
|
8.3.
|
Reporting Requirements 79
|
8.3.1.
|
Quarterly Financial Statements 79
|
8.3.2.
|
Annual Financial Statements 80
|
8.3.3.
|
Certificate of the Borrower 80
|
8.3.4.
|
Notices 80
|
9.
|
EVENTS OF DEFAULT 81
|
9.1.
|
Events of Default 81
|
9.1.1.
|
Payments Under Loan Documents 82
|
9.1.2.
|
Breach of Warranty 82
|
9.1.3.
|
Breach of Certain Covenants 82
|
9.1.4.
|
Breach of Financial Statement and Compliance Certificate Covenants 82
|
9.1.5.
|
Breach of Other Covenants 82
|
9.1.6.
|
Defaults in Other Agreements or Indebtedness 82
|
9.1.7.
|
Final Judgments or Orders 82
|
9.1.8.
|
Loan Document Unenforceable; Impairment of Security 82
|
9.1.9.
|
Events Relating to Plans and Benefit Arrangements 83
|
9.1.10.
|
Change of Control 83
|
9.1.11.
|
Relief Proceedings 83
|
9.2.
|
Consequences of Event of Default 83
|
9.2.1.
|
Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings 83
|
9.2.2.
|
Bankruptcy, Insolvency or Reorganization Proceedings 83
|
9.2.3.
|
Set-off 84
|
9.2.4.
|
Application of Proceeds 84
|
10.
|
THE ADMINISTRATIVE AGENT 85
|
10.1.
|
Appointment and Authority 85
|
10.2.
|
Rights as a Lender 85
|
10.3.
|
Exculpatory Provisions 85
|
10.4.
|
Reliance by Administrative Agent 86
|
10.5.
|
Delegation of Duties 86
|
10.6.
|
Resignation of Administrative Agent 87
|
10.7.
|
Non-Reliance on Administrative Agent and Other Lenders 87
|
10.8.
|
Administrative Agent’s Fee 88
|
10.9.
|
[Reserved] 88
|
10.10.
|
No Reliance on Administrative Agent’s Customer Identification Program 88
|
10.11.
|
Enforcement 88
|
10.12.
|
Administrative Agent May File Proof of Claim 88
|
10.13.
|
Collateral and Guaranty Matters 89
|
10.14.
|
Merger 90
|
10.15.
|
Certain ERISA Matters 90
|
11.
|
MISCELLANEOUS 91
|
11.1.
|
Modifications, Amendments or Waivers 91
|
11.1.1.
|
Increase of Commitment 92
|
11.1.2.
|
Extension of Payment; Reduction of Principal, Interest or Fees; Modification of Terms of Payment 92
|
11.1.3.
|
Release of Guarantor or Collateral 92
|
11.1.4.
|
Miscellaneous 92
|
11.2.
|
No Implied Waivers; Cumulative Remedies 92
|
11.3.
|
Expenses; Indemnity; Damage Waiver 92
|
11.3.1.
|
Costs and Expenses 92
|
11.3.2.
|
Indemnification by the Borrower 93
|
11.3.3.
|
Reimbursement by Lenders 93
|
11.3.4.
|
Waiver of Consequential Damages, Etc 94
|
11.3.5.
|
Payments 94
|
11.4.
|
Holidays 94
|
11.5.
|
Notices; Effectiveness; Electronic Communication 94
|
11.5.1.
|
Notices Generally 94
|
11.5.2.
|
Electronic Communications 94
|
11.5.3.
|
Change of Address, Etc 95
|
11.6.
|
Severability 95
|
11.7.
|
Duration; Survival 95
|
11.8.
|
Successors and Assigns 95
|
11.8.1.
|
Successors and Assigns Generally 95
|
11.8.2.
|
Assignments by Lenders 95
|
11.8.3.
|
Register 97
|
11.8.4.
|
Participations 97
|
11.8.5.
|
Certain Pledges; Successors and Assigns Generally 98
|
11.9.
|
Confidentiality 98
|
11.9.1.
|
General 98
|
11.9.2.
|
Sharing Information With Affiliates of the Lenders 99
|
11.10.
|
Counterparts; Integration; Effectiveness 99
|
11.10.1.
|
Counterparts; Integration; Effectiveness 99
|
11.11.
|
CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL 99
|
11.11.1.
|
Governing Law 99
|
11.11.2.
|
SUBMISSION TO JURISDICTION 100
|
11.11.3.
|
WAIVER OF VENUE 100
|
11.11.4.
|
SERVICE OF PROCESS 100
|
11.11.5.
|
WAIVER OF JURY TRIAL 100
|
11.12.
|
USA Patriot Act Notice 100
|
11.13.
|
No Advisory or Fiduciary Responsibility 101
|
11.14.
|
Acknowledgement and Consent to Bail-In of EEA Financial Institutions 101
|
SCHEDULE 1.1(A)
|
-
|
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
|
SCHEDULE 1.1(B)
|
-
|
EXISTING LIENS
|
SCHEDULE 1.1(C)
|
-
|
MATERIAL SUBSIDIARIES
|
SCHEDULE 6.1.2
|
-
|
SUBSIDIARIES
|
SCHEDULE 6.1.14
|
-
|
ENVIRONMENTAL DISCLOSURES
|
SCHEDULE 8.2.1
|
-
|
EXISTING INDEBTEDNESS
|
EXHIBIT 1.1(A)
|
-
|
ASSIGNMENT AND ASSUMPTION AGREEMENT
|
EXHIBIT 1.1(G)
|
-
|
GUARANTOR JOINDER
|
EXHIBIT 1.1(N)(1)
|
-
|
REVOLVING CREDIT NOTE
|
EXHIBIT 1.1(N)(2)
|
-
|
SWING LOAN NOTE
|
EXHIBIT 1.1(N)(3)
|
-
|
TERM LOAN NOTE
|
EXHIBIT 1.1(O)
|
-
|
FORM OF SECURITY AGREEMENT
|
EXHIBIT 2.5.1
|
-
|
LOAN REQUEST
|
EXHIBIT 5.8.7(A)
|
-
|
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
|
EXHIBIT 5.8.7(B)
|
-
|
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
|
EXHIBIT 5.8.7(C)
|
-
|
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
|
EXHIBIT 5.8.7(D)
|
-
|
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
|
EXHIBIT 8.2.1(G)
|
-
|
INTERCOMPANY NOTE
|
EXHIBIT 8.3.3
|
-
|
QUARTERLY COMPLIANCE CERTIFICATE
|
Level
|
Consolidated Total
Leverage Ratio |
Commitment
Fee
|
Standby Letter of Credit Fee
|
Trade Letter of Credit Fee
|
Base Rate Spread
|
LIBOR Rate Spread
|
I
|
Less than 2.0 to 1.0
|
0.30%
|
1.75%
|
1.75%
|
0.75%
|
1.75%
|
II
|
Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0
|
0.375%
|
2.00%
|
2.00%
|
1.00%
|
2.00%
|
III
|
Greater than or equal to 2.5 to 1.0
|
0.45%
|
2.50%
|
2.50%
|
1.50%
|
2.50%
|
BORROWER
:
|
3D SYSTEMS
CORPORATION,
a D e l awa re corporation |
GUA
RA
NT
OR
S:
|
3
D
SYS
T
EMS, INC.,
a Californ i a corporation |
Lender
|
Amount of Commitment for Revolving
Credit Loans |
Revolving Credit Commitment
|
Ratable Share
|
|||
HSBC Bank USA National Association
PNC Bank, National Association
SunTrust Bank
First Tennessee Bank National Association
Fifth Third Bank
|
$100,000,000
$100,000,000
$100,000,000
$100,000,000
$100,000,000
|
$27,500,000
$22,500,000
$22,500,000
$15,000,000
$12,500,000
|
27.5%
22.5%
22.5%
15%
12.5%
|
|||
Total
|
$100,000,000
|
$100,000,000
|
100%
|
|||
Lender
|
Amount of Commitment for Term Loans
|
Term Loan Commitment
|
Ratable Share
|
|||
HSBC Bank USA National Association
PNC Bank, National Association
SunTrust Bank
First Tennessee Bank National Association
Fifth Third Bank
Total
|
$100,000,000
$100,000,000
$100,000,000
$100,000,000
$100,000,000
$100,000,000
|
$27,500,000
$22,500,000
$22,500,000
$15,000,000
$12,500,000
$100,000,000
|
27.5%
22.5%
22.5%
15%
12.5%
100%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telephone:
|
(803) 326-4003
|
Telecopy:
|
(803) 326-4796
|
Debtor
|
Current
Secured Party
|
Location/Lien Type
|
Filing Number
|
Filing Date
|
Description of Collateral/Tax
|
3D Systems, Inc.
|
Bank of the West
and
Winthrop Resources Corporation
|
CA-SOS
UCC
|
157500965927
|
12/23/2015
|
Winthrop Resources Corporation is the owner of any and all of the assets and property, including, but not limited to, and all of the hardware, equipment, furniture, fixtures, intangibles, licenses and/or software, contained in the filing.
Lease Agreement Number TH120215
|
|
|
|
|
|
|
3D Systems, Inc.
|
Bank of the West
|
CA-SOS
UCC
|
167506681292
|
01/28/2016
|
Lease Agreement # TH120215 Lease Schedule # OOlR and scheduled attached to UCC.
|
|
|
|
|
|
|
3D Systems, Inc.
|
U.S. Bank Equipment Finance
|
CA-SOS
UCC
|
167558920043
|
12/01/2016
|
4 Copiers together with all replacements, parts, repairs, additions, accessions and accessories incorporated therein or affixed or attached thereto and any and all proceeds of the foregoing, including without limitation, insurance recoveries.
|
Name
|
Jurisdiction of Incorporation
|
% Owned
|
3D Canada Company
|
Canada
|
100%
|
3D Holdings, LLC
|
Delaware
|
100%
|
3D Systems S.A.
|
Switzerland
|
100%
|
3D Systems, Inc.
|
California
|
100%
|
3D European Holdings Ltd.
|
United Kingdom
|
100%
|
3D Latam LLC
|
Delaware
|
100%
|
3D Systems Asia-Pacific Pty Ltd
|
Australia
|
100%
|
3D Systems Benelux B.V.
|
The Netherlands
|
100%
|
3D Systems Corporation
|
Delaware
|
100%
|
3D Systems Europe Ltd.
|
United Kingdom
|
100%
|
3D Systems France SARL
|
France
|
100%
|
3D Systems GmbH
|
Germany
|
100%
|
3D Systems Hong Kong Co., Limited
|
Hong Kong
|
100%
|
3D Systems India, Inc.
|
Delaware
|
100%
|
3D Systems Italia S.r.l.
|
Italy
|
100%
|
3D Systems Industria E Comercio LTDA
|
Brazil
|
100%
|
3D Systems Japan K.K.
|
Japan
|
100%
|
3D Systems Korea, Inc.
|
Korea
|
100%
|
3D Systems Software GmbH
|
Germany
|
100%
|
3D Systems Software srl
|
Italy
|
100%
|
3D Systems, S.A. de C.V.
|
Mexico
|
100%
|
AMT, Inc.
|
Delaware
|
100%
|
Beijing Suntop Technology Co., Ltd.
|
China
|
100%
|
botObjects Ltd
|
United Kingdom
|
100%
|
Cimatron Ltd.
|
Israel
|
100%
|
Cimatron (Beijing) Technologies Co. Ltd.
|
China
|
100%
|
Cimatron Technologies India Pvt. Ltd.
|
India
|
100%
|
Cimatron Technologies, Inc. (Canada)
|
Canada
|
100%
|
Cimatron Technologies, Inc. (USA)
|
Michigan
|
100%
|
Cimatron Gibbs LLC
|
California
|
100%
|
Cimatron SARL
|
France
|
100%
|
Gentle Giant Studios, Inc.
|
California
|
100%
|
Geomagic (Shanghai) Software Co., Ltd.
|
Shanghai, China
|
100%
|
Geomagic, Inc.
|
Delaware
|
100%
|
Korea Cimatron Technologies
|
Korea
|
100%
|
LayerWise NV
|
Belgium
|
100%
|
LayerWise, Inc.
|
Delaware
|
100%
|
Medical Modeling Inc.
|
Colorado
|
100%
|
NextDent B.V.
|
The Netherlands
|
100%
|
OptoForm LLC
|
Delaware
|
100%
|
Phenix Systems
|
France
|
100%
|
Product Development Group LLC
|
Delaware
|
100%
|
Quickparts.com, Inc.
|
Delaware
|
100%
|
Rapidform, Inc.
|
California
|
100%
|
Robtec Ltda
|
Uruguay
|
70%
|
Shanghai Forever Technology & Development Co., Ltd.
|
China
|
100%
|
Simbionix Ltd.
|
Israel
|
100%
|
Simbionix USA Corporation
|
Ohio
|
100%
|
Sint-Tech
|
France
|
100%
|
Three D Sycode India Private Limited
|
India
|
100%
|
Vertex-Dental B.V.
|
The Netherlands
|
100%
|
Vertex-Dental Asia PTE Ltd
|
The Netherlands
|
100%
|
Vertex-Global Holding B.V.
|
The Netherlands
|
100%
|
Vertex International B.V.
|
The Netherlands
|
100%
|
VIDAR Systems Corporation
|
Virginia
|
100%
|
Wuxi Easyway Model Design & Manufacture Co, Ltd.
|
China
|
100%
|
Wuxi Hengxinda Science and Technology Development Co., Ltd.(b)
|
China
|
100%
|
Z Corporation
|
Massachusetts
|
100%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Real Property Lease Agreement dated February 8, 2006, as amended, between Lex Rock Hill LP and 3D Systems Corporation for the office at 333 Three D Systems Circle, Rock Hill, SC 29730, assigned on September 28, 2017 from Lex Rock Hill LP to 3D Fields LLC.
|
2.
|
Equipment leases between LayerWise NV and KBC Bank NV.
|
3.
|
Equipment leases between LayerWise NV and ES Finance NV.
|
2.
|
Assignee[s]:
______________________________
|
3.
|
Borrower(s): ______________________________
|
4.
|
Administrative Agent: HSBC BANK USA, NATIONAL ASSOCIATION, as the administrative agent under the Credit Agreement
|
5.
|
Credit Agreement: The Credit Agreement dated as of February 27, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time), among 3D Systems Corporation, the Guarantors party thereto, the Lenders party thereto, HSBC Bank USA, National Association, as the Administrative Agent
|
6.
|
Assigned Interest[s]:
|
Assignor[s]
|
Assignee[s]
|
Facility Assigned
|
Aggregate Amount of Commitment/Loans for all Lenders
|
Amount of Commitment/Loans Assigned
8
|
Percentage Assigned of Commitment/
Loans |
CUSIP Number
|
|
|
|
$
|
$
|
%
|
|
|
|
|
$
|
$
|
%
|
|
|
|
|
$
|
$
|
%
|
|
[7.
|
Trade Date: ______________]
|
TO:
|
Name: HSBC Bank USA, National Association
|
RE:
|
Credit Agreement (as it may be amended, amended and restated, modified or supplemented, the “
Agreement
”) dated as of February 27, 2019 by and among the Borrower, the Guarantors now and hereafter party thereto, the Lenders now and hereafter party thereto and HSBC Bank USA, National Association, as the Administrative Agent (the “
Administrative Agent
”)
|
A.
|
Pursuant to Section [2.5.1][2.5.2] of the Agreement, the undersigned Borrower irrevocably requests
[check one line under 1(a) below and fill in blank space next to the line as appropriate]:
|
1.(a)
|
__ A new [Revolving Credit Loan][Term Loan][Swing Loan] OR
|
1.(b)(i) __
|
Under the Base Rate Option. Such Loan shall have a Borrowing Date of ____________, __ (which date shall be (i) be (1) one Business Day subsequent to the Business Day of receipt by the Bank by 10:00 a.m. of this Loan Request for making a new [Revolving Credit Loan][Term Loan][Swing Loan] to which the Base Rate Option applies, or (ii) the last day of the preceding Interest Period if a [Revolving Credit Loan][Term Loan] to which the LIBOR Rate Option applies is being converted to a Loan to which the Base Rate Option applies).
|
(ii) __
|
Under the LIBOR Rate Option. Such Loan shall have a Borrowing Date of _____________ (which date shall be (i) (3) three Business Days subsequent to the Business Day of receipt by the Bank by 10:00 a.m. of this Loan Request for making a new [Revolving Credit Loan][Term Loan] to which the LIBOR Rate Option applies, renewing a Loan to which the LIBOR Rate Option applies, or converting a Loan to which the Base Rate Option applies to a Loan to which the LIBOR Rate Option applies, or (ii) the same Business Day as the last day of the preceding Interest Period if a [Revolving Credit Loan][Term Loan] to which the LIBOR Rate Option applies is being convert to a Loan to which the Base Rate Option applies).
|
2.
|
Such Loan is in the principal amount of U.S. $____________ or the principal amount to be renewed or converted is U.S. $______________
|
3.
|
[Complete blank below if the Borrower is selecting the LIBOR Rate Option]:
|
B.
|
As of the date hereof and the date of making of the above-requested Loan (and after giving effect thereto): the Loan Parties have performed and complied with all covenants and conditions of the Agreement; the representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects (except to the extent already qualified by materiality, in which case any such representation or warranty is true and correct in all respects), other than to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent already qualified by materiality, in which case any such representation or warranty is true and correct in all respects) as of such earlier date; no Default or Event of Default has occurred and is continuing; and the making of such Loan shall not violate any Law applicable to any Loan Party or Subsidiary of any Loan Party or any of the Lenders.
|
1.
|
3D Canada Company
|
2.
|
3D Systems S.A.
|
3.
|
3D European Holdings Ltd.
|
4.
|
3D Latam LLC
|
5.
|
3D Systems Asia-Pacific Pty Ltd
|
6.
|
3D Systems Benelux B.V.
|
7.
|
3D Systems Europe Ltd.
|
8.
|
3D Systems France SARL
|
9.
|
3D Systems GmbH
|
10.
|
3D Systems Hong Kong Co., Limited
|
11.
|
3D Systems India, Inc.
|
12.
|
3D Systems Italia S.r.l.
|
13.
|
3D Systems Industria E Comercio LTDA
|
14.
|
3D Systems Japan K.K.
|
15.
|
3D Systems Korea, Inc.
|
16.
|
3D Systems Software GmbH
|
17.
|
3D Systems Software srl
|
18.
|
3D Systems, S.A. de C.V.
|
19.
|
AMT, Inc.
|
20.
|
Beijing Suntop Technology Co., Ltd.
|
21.
|
botObjects Ltd
|
22.
|
Cimatron Ltd.
|
23.
|
Cimatron (Beijing) Technologies Co. Ltd.
|
24.
|
Cimatron Technologies India Pvt. Ltd.
|
25.
|
Cimatron Technologies, Inc. (Canada)
|
26.
|
Cimatron Technologies, Inc. (USA)
|
27.
|
Cimatron Gibbs LLC
|
28.
|
Cimatron SARL
|
29.
|
Gentle Giant Studios, Inc.
|
30.
|
Geomagic (Shanghai) Software Co., Ltd.
|
31.
|
Geomagic, Inc.
|
32.
|
Korea Cimatron Technologies
|
33.
|
LayerWise NV
|
34.
|
LayerWise, Inc.
|
35.
|
Medical Modeling Inc.
|
36.
|
NextDent B.V.
|
37.
|
OptoForm LLC
|
38.
|
Phenix Systems
|
39.
|
Product Development Group LLC
|
40.
|
Quickparts.com, Inc.
|
41.
|
Rapidform, Inc.
|
42.
|
Robtec Ltda
|
43.
|
Shanghai Forever Technology & Development Co., Ltd.
|
44.
|
Simbionix Ltd.
|
45.
|
Simbionix USA Corporation
|
46.
|
Sint-Tech
|
47.
|
Three D Sycode India Private Limited
|
48.
|
Vertex-Dental B.V.
|
49.
|
Vertex-Dental Asia PTE Ltd
|
50.
|
Vertex-Global Holding B.V.
|
51.
|
Vertex International B.V.
|
52.
|
VIDAR Systems Corporation
|
53.
|
Wuxi Easyway Model Design & Manufacture Co, Ltd.
|
54.
|
Wuxi Hengxinda Science and Technology Development Co., Ltd.(b)
|
55.
|
Z Corporation
|
(i)
|
net income
|
$_____________
|
|
(ii)
|
to the extent deducted in determining net income for such period
|
|
|
|
(a)
|
Depreciation and amortization
|
$_____________
|
|
(b)
|
other non-cash charges to net income and non-cash expenses (including, but not limited to, non-cash stock-based compensation expenses)
|
$_____________
|
|
(c)
|
interest expense
|
$_____________
|
|
(d)
|
income tax expense
|
$_____________
|
|
(e)
|
one time and non-recurring third-party transaction fees, costs, and expenses directly incurred and paid in cash in connection with the consummation of any Permitted Acquisition or other Investment permitted under Section 8.2.4 of the Credit Agreement
|
$_____________
|
|
(f)
|
one time and non-recurring cash consolidation or restructuring charges, integration costs and Costs Savings and Synergies incurred in connection with any Permitted Acquisition or other Investment permitted under Section 8.2.4 of the Credit Agreement and which Cost Savings and Synergies are hereby certified to be costs savings and synergies for such period reflective of actual or reasonably anticipated costs savings and synergies expected to be realized or achieved in the twelve months following the action or event giving rise thereto, net of the amount of actual benefits realized during such period from such action or event, as determined in good faith and which are directly attributable to the Permitted Acquisition or other Investment permitted under Section 8.2.4 of the Credit Agreement, expected to have a continuing impact and factually supportable, in each case determined on a basis consistent with Article 11 of Regulation S-X
|
$_____________
|
|
(g)
|
other one time or extraordinary cash charges
|
$_____________
|
(iii)
|
non-cash credits to net income
|
$_____________
|
|
(iv)
|
Consolidated EBITDA
[(i) + (ii)(a) + (ii)(b) + (ii)(c) + (ii)(d) + (ii)(e) + (ii)(f) + (ii)(g) – (iii)] |
$_____________
|
(a)
|
outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations under the Credit Agreement) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments
|
$_____________
|
(b)
|
all purchase money Indebtedness
|
$_____________
|
(c)
|
all direct obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments
|
$_____________
|
(d)
|
all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business but including any earn out or similar obligations to the extent such obligation would be reflected as a liability on the balance sheet in accordance with GAAP)
|
$_____________
|
(e)
|
Indebtedness in respect of capital leases and Synthetic Lease Obligations
|
$_____________
|
(f)
|
net obligations of such Person under any Hedge Agreement
|
$_____________
|
(g)
|
any Guaranty with respect to outstanding Indebtedness of the types specified in clauses (a) through (f) above of Persons other than the Borrower or any Subsidiary
|
$_____________
|
(h)
|
all Indebtedness of the types referred to in (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.
|
$_____________
|
(i)
|
Consolidated Total Funded Indebtedness
[(a) + (b) + (c) + (d) + (e) + (f) + (g) + (h)] |
$_____________
|
(a)
|
Consolidated EBITDA (1(iv) above)
|
$_____________
|
(b)
|
cash interest expense
|
$_____________
|
(c)
|
Consolidated Interest Coverage Ratio
[(a)/(b)] |
___________:1.0
|
Grantor’s correct legal name:
|
Previous names:
|
Additional names:
|
Type of organization:
|
Jurisdiction of organization/Principal Place of Residence
|
Mailing Address
|
3D SYSTEMS CORPORATION
|
None.
|
None.
|
Corporation
|
Delaware
|
333 Three D Systems Circle, Rock Hill, SC 29730
|
3D SYSTEMS, INC.
|
None.
|
None.
|
Corporation
|
California
|
333 Three D Systems Circle, Rock Hill, SC 29730
|
3D HOLDINGS, LLC
|
None.
|
None.
|
Limited liability company
|
Delaware
|
333 Three D Systems Circle, Rock Hill, SC 29730
|
Grantor’s correct legal name:
|
Description of name changes:
|
3D SYSTEMS CORPORATION
|
None.
|
3D SYSTEMS, INC.
|
None.
|
3D HOLDINGS, LLC
|
None.
|
Grantor’s correct legal name:
|
Description of location changes:
|
3D SYSTEMS CORPORATION
|
None.
|
3D SYSTEMS, INC.
|
None.
|
3D HOLDINGS, LLC
|
None.
|
Grantor’s correct legal name:
|
Filing Office:
|
3D SYSTEMS CORPORATION
|
Delaware Secretary of State
|
3D SYSTEMS, INC.
|
California Secretary of State
|
3D HOLDINGS, LLC
|
Delaware Secretary of State
|
Grantor:
|
Issuer:
|
Class of Equity Interest:
|
Par Value:
|
Certificate No(s).
|
No. of Equity Interests
/Units
|
Percentage of Outstanding Equity Interests
/Units
|
3D Systems Corporation
|
3D Holdings, LLC
|
Membership Interest
|
N/A
|
N/A
|
N/A
|
100%
|
3D Systems Corporation
|
3D Canada Company NSULC
|
Interests
|
N/A
|
N/A
|
N/A
|
100%
|
3D Systems Corporation
|
3D Systems SA
|
Interests
|
N/A
|
N/A
|
N/A
|
100%
|
3D Holdings, LLC
|
3D Systems, Inc.
|
Common Stock
|
N/A
|
15
|
1,000
|
100%
|
3D Systems, Inc.
|
Quickparts.com., Inc.
|
Common Stock
|
N/A
|
N/A
|
N/A
|
100%
|
3D Systems, Inc.
|
Z Corporation
|
Common Stock
|
N/A
|
C3
|
100
|
100%
|
3D Systems, Inc.
|
VIDAR Systems Corporation
|
Common Stock
|
$0.01
|
A1011
|
366,743
|
100%
|
3D Systems, Inc.
|
3D Systems India, Inc.
|
Common Stock
|
N/A
|
N/A
|
N/A
|
100%
|
3D Systems, Inc.
|
Geomagic, Inc.
|
Common Stock
|
N/A
|
N/A
|
N/A
|
100%
|
3D Systems, Inc.
|
Gentle Giant Studios, Inc.
|
Common Stock
|
N/A
|
20
|
10,000
|
100%
|
3D Systems, Inc.
|
Medical Modeling Inc.
|
Common Stock
|
N/A
|
N/A
|
N/A
|
100%
|
3D Systems, Inc.
|
Product Development Group LLC
|
Membership Interest
|
N/A
|
N/A
|
N/A
|
70%
|
3D Systems, Inc.
|
Simbionix USA Corporation
|
Common Stock
|
N/A
|
N/A
|
N/A
|
100%
|
3D Systems, Inc.
|
3D Systems Japan K.K.
|
Stock
|
N/A
|
N/A
|
N/A
|
100%
|
3D Systems, Inc.
|
3D European Holdings Ltd. UK
|
Interests
|
N/A
|
N/A
|
N/A
|
100%
|
3D Systems, Inc.
|
3D Systems Asia-Pacific Pty Ltd
|
Interests
|
N/A
|
N/A
|
N/A
|
100%
|
3D Systems, Inc.
|
3D Systems Korea, Inc.
|
Stock
|
N/A
|
N/A
|
N/A
|
100%
|
3D Systems, Inc.
|
Cimatron Ltd. Israel
|
Interests
|
N/A
|
N/A
|
N/A
|
100%
|
3D Systems, Inc.
|
3D Systems Hong Kong Co., Limited
|
Interests
|
N/A
|
N/A
|
N/A
|
100%
|
Grantor
|
Title
|
Jurisdiction
|
Registration No.
|
Registration Date
|
3D Systems, Inc.
|
3D Systems, Inc., training manual SLA-1.
|
U.S.
|
TXu000343358
|
09-09-1988
|
Grantor
|
Title
|
Jurisdiction
|
Patent No.
|
Issue Date
|
3D Systems, Inc.
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Stereolithographic Supports
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Belgium
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1120228
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16-Aug-2006
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3D Systems, Inc.
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Electronic Spot Light Control
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Belgium
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1237034
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21-Jun-2006
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3D Systems, Inc.
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Belgium
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1270186
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3D Systems, Inc.
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Micro-Slicing Contour Smoothing Technique
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Belgium
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1170115
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3D Systems, Inc.
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Canada
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2481301
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Canada
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2541160
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3D Systems, Inc.
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Canada
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Canada
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Photocurable Compositions for Articles Having Stable Tensile Properties
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China
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3D Systems, Inc.
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China
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3D Systems, Inc.
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3D Systems, Inc.
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3D Systems, Inc.
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Three-Dimensional Printing Material System With Improved Color. Part Performance, and Ease of Use
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China
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3D Systems, Inc.
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Three Dimensional Printing Material System and Method Using Peroxide Cure
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3D Systems, Inc.
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Material Delivery Tension and Tracking System for Use in SolidImaging
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3D Systems, Inc.
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Region-Based Supports for Parts Produced by Solid Freeform Fabrication
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3D Systems, Inc.
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Rapid Prototyping and Manufacturing System and Method
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3D Systems, Inc.
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Material Delivery System for Use In Solid Imaging
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Rapid Prototyping and Manufacturing System and Method
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Rapid Prototyping and Manufacturing System and Method
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3D Systems, Inc.
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Rapid Prototyping and Manufacturing System and Method
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China
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3D Systems, Inc.
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China
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3D Systems, Inc.
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Automatic Geometric Calibration Using Laser Scanning Reflectometry
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China
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3D Systems, Inc.
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Selective Deposition Modeling Using CW UV LED Curing
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China
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3D Systems, Inc.
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Imager Assembly and Method for Solid Imaging
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China
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3D Systems, Inc.
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Solid Imaging Apparatus and Method
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China
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ZL200810003474.6
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19-Dec-2011
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3D Systems, Inc.
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Cartridge for Solid Imaging Apparatus and Method
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China
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200810003478.l4
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7-Sep-2011
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3D Systems, Inc.
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Imager and Method for Consistent Repeatable Alignment in a Solid Imaging Apparatus
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China
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ZL200810003482.0
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23-May-2012
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3D Systems, Inc.
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Compensation of Actinic Radiation Intensity Profiles for Three-Dimensional Modelers
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China
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ZL200980141293.2
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2-Apr-2014
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3D Systems, Inc.
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Stereolithography Systems and Methods Using Internal Laser Modulation
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China
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ZL201180066239.3
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25-Nov-2015
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3D Systems, Inc.
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Compositions and Methods for Selective Deposition Modeling
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China
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17-Dec-2014
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3D Systems, Inc.
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Imaging Assembly
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CN.201080035944.2
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6-Apr-2016
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3D Systems, Inc.
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Support Material and Applications Thereof
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China
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ZL201280019649.7
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3D Systems, Inc.
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Build Material and Application Thereof
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China
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ZL201280022282.4
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Three-Dimensional Imaging Systems, Components Therefof, and Methods of Solid Imaging (coater bar)
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China
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3D Systems, Inc.
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Custom Braces, Casts and Devices and Methods for Designing and Fabricating (Bespoke)
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China
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3D Systems, Inc.
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Custom Braces, Casts and Devices Having Fenestrations, Limited Flexibility and Modular Construction and Methods for Designing and Fabricating
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China
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3D Systems, Inc.
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Replaceable Fairing for Prosthetic Limb or Brace (Bespoke)
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China
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3D Systems, Inc.
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Adjustable Brace
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China
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19-Apr-2017
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3D Systems, Inc.
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Prosthetic Limb (Bespoke)
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China
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Improved Powder Distribution for Laser Sintering Systems
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China
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3D Systems, Inc.
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Chute for Laser Sintering Systems
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12-Dec-2017
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3D Systems, Inc.
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Liquid, Radiation-Curable Composition, Especially for Producing Flexible Cured Articles by Stereolithography Having High Heat Deflection Temperatures
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Germany
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69908775.9
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11-Jun-2003
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3D Systems, Inc.
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Photocurable Compositions Containing Reactive Particles
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Germany
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1497696
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17-Dec-2014
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3D Systems, Inc.
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Photocurable Compositions for Articles Having Stable Tensile Properties
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Germany
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1671183
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6-Jan-2016
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3D Systems, Inc.
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Photocurable Compositions For Producing Cured Articles Having High Clarity and Improved Mechanical Properties
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Germany
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1680712
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3D Systems, Inc.
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Photocurable Compositions for Preparing ABS-Like Articles
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Germany
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1924887
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3D Systems, Inc.
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Use of Walloastonite in SLS Powders
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Germany
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60 2006 055 521.0
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3D Systems, Inc.
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Dual Photoinitiator, Photocurable Composition, Use Thereof and Process for Producing a Three Dimensional Article
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Germany
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3D Systems, Inc.
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Curable Composition
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Germany
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2118169
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3D Systems, Inc.
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Photocurable Resin Composition For Producing Three Dimensional Articles Having High Clarity
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3D Systems, Inc.
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Improvements for Rapid Prototyping Apparatus
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3D Systems, Inc.
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Thermoplastic Powde Material System for Appearance Models from 3D Printing Systems
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3D Systems, Inc.
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Thermoplastic Powder Material System for Appearance Models from 3D Printing Systems
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3D Systems, Inc.
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Apparatus and Methods for 3D Printing
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Germany
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1542858
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3D Systems, Inc.
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1415792
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3D Systems, Inc.
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3D Systems, Inc.
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Apparatus and Methods for 3D Printers
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Germany
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1805024
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10-Apr-2013
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3D Systems, Inc.
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Test Pattern and Alighment Method for 3D Printers
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Germany
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6.02005E+11
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9-Apr-2014
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3D Systems, Inc.
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Compositions For Three-Dimensional Printing of Solid Objects
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Germany
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60147366.3
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3D Systems, Inc.
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Method And Apparatus For Prototyping A Three-Dimensional Apparatus
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1385704
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3D Systems, Inc.
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Method and Apparatus For Prototpying A Three-Dimensional Apparatus
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3D Systems, Inc.
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Three Dimensional Printer
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1429911
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3D Systems, Inc.
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2001656
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3D Systems, Inc.
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2024168
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3D Systems, Inc.
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2450177
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3D Systems, Inc.
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2109528
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3D Systems, Inc.
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2089215
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3D Systems, Inc.
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Three Dimensional Printing Material System and Method Using Peroxide Cure
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2664442
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1025980
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3D Systems, Inc.
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Quantized Feed System for Solid Freeform Fabrication
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3D Systems, Inc.
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Phase Change Solid Imaging Material
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Germany
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1099734
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3D Systems, Inc.
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Stereolithographic Supports
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Germany
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60122219.9
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3D Systems, Inc.
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Electronic Spot Light Control
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3D Systems, Inc.
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Electronic Spot Light Control
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Method for Forming Three-Dimensional Objects
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3D Systems, Inc.
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Ultraviolet Light Curable Hot Melt Composition
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Single Side Bi-Directional Feed For Laser Sintering
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3D Systems, Inc.
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Single Side Bi-Directional Feed For Laser Sintering
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3D Systems, Inc.
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3D Systems, Inc.
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Single Side Feed Parked Powder Wave Heating with Wave Flattener
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3D Systems, Inc.
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Ventilation and Cooling in Selective Deposition Modeling
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Stereolithographic Resins with High Temperature and High Impact Resistance
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Sintering Using Thermal Image Feedback
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Germany
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3D Systems, Inc.
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Sintering Using Thermal Image Feedback
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Germany
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3D Systems, Inc.
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Nanoparticle-filled stereolithographic resins
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Germany
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3D Systems, Inc.
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Continuous Calibration of a Non-Contact Thermal Sensor for Laser Sintering
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3D Systems, Inc.
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Continuous Calibration of a Non-Contact Thermal Sensor for Laser Sintering
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Germany
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3D Systems, Inc.
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Laser Sintering Powder Recycle System
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3D Systems, Inc.
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Stereolithographic Apparatus
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Germany
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3D Systems, Inc.
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Edge Smoothness with Low Resolution Projected Images for Use in Solid Imaging
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3D Systems, Inc.
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Edge Smoothness with Low Resolution Projected Images for Use in Solid Imaging
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Laser Scanning And Power Control In A Rapid Prototyping System
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Pneumatic Powder Transport System
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Thermal Management System For A Removable Build Chamber For Use With A Laser Sintering System
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3D Systems, Inc.
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Material Delivery Tension and Tracking System for Use in Solid Imaging
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3D Systems, Inc.
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Laser Sintering Process Chamber Gas Curtain Window Cleansing In A Laser Sintering System
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Germany
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3D Systems, Inc.
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Laser Sintering Process Chamber Gas Curtain Window Cleansing In A Laser Sintering System
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Germany
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3D Systems, Inc.
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Germany
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3D Systems, Inc.
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Rapid Prototyping and Manufacturing System and Method
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3D Systems, Inc.
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Material Delivery System for Use in Solid Imaging
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Germany
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3D Systems, Inc.
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Rapid Prototyping Apparatus
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Germany
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3D Systems, Inc.
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Rapid Prototyping and Manufacturing System and Method
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3D Systems, Inc.
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Improved Rapid Prototyping and Manufacturing System and Method
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Germany
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3D Systems, Inc.
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Wall Smoothness, Feature Accuracy and Resolution in Projected Images via Exposure Levels in Solid Imaging
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Germany
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3D Systems, Inc.
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Automatic Geometric Calibration Using Laser Scanning Reflectometry
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Germany
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3D Systems, Inc.
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Selective Deposition Modeling Using CV UV LED Curing
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Germany
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3D Systems, Inc.
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Solid Imaging System with Removal of Excess Uncured Build Material
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Germany
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3D Systems, Inc.
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Imager Assembly and Method for Solid Imaging
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Germany
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3D Systems, Inc.
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Germany
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3D Systems, Inc.
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Cartridge for Solid Imaging Apparatus and Method
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3D Systems, Inc.
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Germany
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3D Systems, Inc.
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Compensation of Actinic Radiation Intensity Profiles for Three-Dimensional Modelers
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Germany
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4-Apr-2018
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3D Systems, Inc.
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Stereolithography Systems and Methods Using Internal Laser Modulation
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Germany
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3D Systems, Inc.
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Compositions and Methods for Selective Deposition Modeling
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Germany
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3D Systems, Inc.
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Apparatus for Three Dimensional Printing Using Thermal Layers
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Germany
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3D Systems, Inc.
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Imaging Assembly
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Germany
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3D Systems, Inc.
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Support Materials and Applications Thereof
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Germany
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3D Systems, Inc.
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Build Material and Applications Thereof
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Germany
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6.02012E+11
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3D Systems, Inc.
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Build Material and Applications Thereof
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Germany
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6.02012E+11
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3D Systems, Inc.
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Build Material and Applications Thereof
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Germany
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6.02014E+11
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3D Systems, Inc.
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Solid Imaging Systems, Components Thereof, and Methods of Solid Imaging
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Germany
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6.02012E+11
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26-Apr-2017
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3D Systems, Inc.
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Adhesive for 3D Printing
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Germany
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6.02013E+11
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25-Apr-2018
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3D Systems, Inc.
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Custom Braces, Casts and Devices Having Fenestrations, Limited Flexibility and Modular Construction and Methods for Designing and Fabricating
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Germany
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6.02011E+11
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10-Aug-2016
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3D Systems, Inc.
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Prosthetic Limb
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Germany
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6.02008E+11
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29-Aug-2018
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3D Systems, Inc.
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Prosthetic Limb
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Germany
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2803337
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30-Jan-2019
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3D Systems, Inc.
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Improved Powder Distribution for Laser Sintering Systems
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Germany
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6.02014E+11
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9-May-2018
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3D Systems, Inc.
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Three Dimensional Printing Material System and Method
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Germany
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6.02014E+11
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9-May-2018
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3D Systems, Inc.
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Conformal Hand Brace
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Germany
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6.02014E+11
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9-May-2018
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3D Systems, Inc.
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Build Materials Having a Metallic Appearance for 3D Printing
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Germany
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6.02015E+11
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3-Oct-2018
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3D Systems, Inc.
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Laser With Absorption Optimized Pumping of a Gain Medium
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Germany
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69921640
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3D Systems, Inc.
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Germany
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60000946.7
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11-Dec-2002
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3D Systems, Inc.
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Method and Apparatus for Stereolithography Forming Three-Dimensional Objects With Reduced Distortion
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Germany
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3D Systems, Inc.
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Germany
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3D Systems, Inc.
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Stereolithographic Method and Apparatus with Enhanced Control of Prescribed Stimulation Production and Application
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3D Systems, Inc.
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Stereolithographic Method and Apparatus with Enhanced Control of Prescribed Stimulation Production and Application
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6-Oct-2004
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3D Systems, Inc.
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Micro-Slicing Contour Smoothing Technique
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3D Systems, Inc.
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Container
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3D Systems, Inc.
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3D Systems, Inc.
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3D Systems, Inc.
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3D Systems, Inc.
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Photocurable Compositions For Producing Cured Articles Having High Clarity and Improved Mechanical Properties
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3D Systems, Inc.
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3D Systems, Inc.
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3D Systems, Inc.
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Improvements for Rapid Prototyping Apparatus
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3D Systems, Inc.
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Thermoplastic Powde Material System for Appearance Models from 3D Printing Systems
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3D Systems, Inc.
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3D Systems, Inc.
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Test Pattern and Alighment Method for 3D Printers
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2226200
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3D Systems, Inc.
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3D Systems, Inc.
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Three Dimensional Printer
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3D Systems, Inc.
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Three-Dimensional Printing Material System With Improved Color. Part Performance, And Ease of Use
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3D Systems, Inc.
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Three Dimensional Printing Material System and Method Using Peroxide Cure
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Stereolithographic Method and Apparatus for Production of Three-Dimensional Object Using Recoating Parameters for Groups of Layers
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3D Systems, Inc.
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Quantized Feed System for Solid Freeform Fabrication
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Phase Change Solid Imaging Material
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3D Systems, Inc.
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Laser Sintering Powder Recycle System
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3D Systems, Inc.
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3D Systems, Inc.
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3D Systems, Inc.
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3D Systems, Inc.
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Laser Sintering Process Chamber Gas Curtain Window Cleansing In A Laser Sintering System
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Material Delivery System for Use in Solid Imaging
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3D Systems, Inc.
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3D Systems, Inc.
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3D Systems, Inc.
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3D Systems, Inc.
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Stereolithography Systems and Methods Using Internal Laser Modulation
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3D Systems, Inc.
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2683774
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3D Systems, Inc.
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3D Systems, Inc.
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3D Systems, Inc.
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3D Systems, Inc.
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Adhesive for 3D Printing
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2849931
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3D Systems, Inc.
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France
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3D Systems, Inc.
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Replaceable Fairing For Prosthetic Limb or Brace
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France
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3D Systems, Inc.
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Prosthetic Limb
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France
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3D Systems, Inc.
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Prosthetic Limb
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3D Systems, Inc.
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Improved Powder Distribution for Laser Sintering Systems
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3D Systems, Inc.
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3D Systems, Inc.
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Conformal Hand Brace
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3D Systems, Inc.
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Build Materials Having a Metallic Appearance for 3D Printing
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France
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3191554
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3D Systems, Inc.
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Laser With Absorption Optimized Pumping of a Gain Medium
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France
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1072073
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3D Systems, Inc.
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Compositions and Methods for Selective Deposition Modeling
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France
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1033222
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11-Dec-2002
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3D Systems, Inc.
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Method and Apparatus for Stereolithography Forming Three-Dimensional Objects With Reduced Distortion
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France
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1025982
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27-Jul-2005
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3D Systems, Inc.
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Method, Apparatus, and Article of Manufacture for a Control System in a Selective Deposition Modeling System
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France
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1031392
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26-May-2004
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3D Systems, Inc.
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Stereolithographic Method and Apparatus with Enhanced Control of Prescribed Stimulation Production and Application
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France
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1026564
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22-Jun-2005
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3D Systems, Inc.
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Stereolithographic Method and Apparatus with Enhanced Control of Prescribed Stimulation Production and Application
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France
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1033229
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6-Oct-2004
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3D Systems, Inc.
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Micro-Slicing Contour Smoothing Technique
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France
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1170115
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3-Nov-2004
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3D Systems, Inc.
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Photocurable Compositions Containing Reactive Particles
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United Kingdom
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1497696
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17-Dec-2014
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3D Systems, Inc.
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Photocurable Compositions for Articles Having Stable Tensile Properties
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United Kingdom
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1671183
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6-Jan-2016
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3D Systems, Inc.
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Photocurable Compositions For Producing Cured Articles Having High Clarity and Improved Mechanical Properties
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United Kingdom
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1680712
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20-Jan-2016
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3D Systems, Inc.
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Photocurable Compositions for Preparing ABS-Like Articles
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United Kingdom
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1924887
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22-Nov-2017
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3D Systems, Inc.
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Use of Walloastonite in SLS Powders
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United Kingdom
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1941322
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30-May-2018
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3D Systems, Inc.
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Dual Photoinitiator, Photocurable Composition, Use Thereof and Process for Producing a Three Dimensional Article
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United Kingdom
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2137576
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3D Systems, Inc.
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Curable Composition
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United Kingdom
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2118169
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18-Jul-2012
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3D Systems, Inc.
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Photocurable Resin Composition For Producing Three Dimensional Articles Having High Clarity
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United Kingdom
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2215525
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10-Jan-2018
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3D Systems, Inc.
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Improvements for Rapid Prototyping Apparatus
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United Kingdom
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2346669
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29-Mar-2017
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3D Systems, Inc.
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Thermoplastic Powde Material System for Appearance Models from 3D Printing Systems
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United Kingdom
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1628823
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3D Systems, Inc.
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Thermoplastic Powder Material System for Appearance Models from 3D Printing Systems
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United Kingdom
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2269808
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3D Systems, Inc.
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Apparatus and Methods for 3D Printing
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United Kingdom
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1542858
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16-Nov-2013
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3D Systems, Inc.
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Methods and Compositions for Three-Dimensional Printing
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United Kingdom
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1416792
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30-Apr-2014
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3D Systems, Inc.
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Material Systems and Methods of Three-Dimensional Printing
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United Kingdom
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1226019
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3-Mar-2004
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3D Systems, Inc.
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Apparatus and Methods for 3D Printers
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United Kingdom
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1805024
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10-Apr-2013
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3D Systems, Inc.
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Test Pattern and Alighment Method for 3D Printers
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United Kingdom
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2226200
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9-Apr-2014
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3D Systems, Inc.
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Compositions For Three-Dimensional Printing of Solid Objects
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United Kingdom
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1272334
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14-Nov-2012
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3D Systems, Inc.
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Method And Apparatus For Prototyping A Three-Dimensional Apparatus
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3D Systems, Inc.
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Method and Apparatus For Prototpying A Three-Dimensional Apparatus
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United Kingdom
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2261009
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12-Jul-2017
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3D Systems, Inc.
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Three Dimensional Printer
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United Kingdom
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1429911
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14-Mar-2012
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3D Systems, Inc.
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Production of Three-Dimensional Objects by Use of Electromagnetic Radiation
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United Kingdom
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2001656
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15-Oct-2014
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3D Systems, Inc.
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Apparatus and Methods for Handling Materials in a 3-D Printer
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United Kingdom
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2024168
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22-Aug-2012
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3D Systems, Inc.
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Apparatus and Methods for Handling Materials in a 3-D Printer
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United Kingdom
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2450177
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8-May-2013
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3D Systems, Inc.
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Three-Dimensional Printing Material System With Improved Color. Part Performance, And Ease of Use
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United Kingdom
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2109528
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15-Mar-2017
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3D Systems, Inc.
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Three Dimensional Printing Material System and Method Using Peroxide Cure
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United Kingdom
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2089215
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18-Feb-2015
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3D Systems, Inc.
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Three Dimensional Printing Material System and Method Using Peroxide Cure
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United Kingdom
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2664442
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14-Feb-2018
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3D Systems, Inc.
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Stereolithographic Method and Apparatus for Production of Three-Dimensional Object Using Recoating Parameters for Groups of Layers
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United Kingdom
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1025980
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18-Oct-2006
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3D Systems, Inc.
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Quantized Feed System for Solid Freeform Fabrication
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United Kingdom
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1432566
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6-Jun-2007
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3D Systems, Inc.
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Phase Change Solid Imaging Material
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United Kingdom
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1099734
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28-May-2008
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3D Systems, Inc.
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Stereolithographic Supports
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United Kingdom
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1120228
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16-Aug-2006
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3D Systems, Inc.
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Electronic Spot Light Control
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United Kingdom
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1237034
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21-Jun-2006
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3D Systems, Inc.
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Electronic Spot Light Control
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United Kingdom
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1659438
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18-Mar-2009
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3D Systems, Inc.
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Detoxification of Solid Freeform Fabrication (SFF) Materials
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United Kingdom
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1245369
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14-May-2008
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3D Systems, Inc.
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Method for Forming Three-Dimensional Objects
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United Kingdom
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1270186
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23-Aug-2006
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3D Systems, Inc.
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Ultraviolet Light Curable Hot Melt Composition
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United Kingdom
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1458825
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5-Dec-2012
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3D Systems, Inc.
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Ultraviolet Light Curable Hot Melt Composition
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United Kingdom
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1456307
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7-Dec-2011
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3D Systems, Inc.
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Selective Deposition Modeling With Curable Phase Change Materials
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United Kingdom
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1434683
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19-Jul-2006
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3D Systems, Inc.
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Single Side Bi-Directional Feed For Laser Sintering
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United Kingdom
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1600281
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8-Oct-2008
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3D Systems, Inc.
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Single Side Feed Parked Powder Wave Heating with Wave Flattener
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United Kingdom
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1600282
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15-Aug-2007
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3D Systems, Inc.
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Ventilation and Cooling in Selective Deposition Modeling
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United Kingdom
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1375115
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12-Aug-2015
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3D Systems, Inc.
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Stereolithographic Resins with High Temperature and High Impact Resistance
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United Kingdom
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1385055
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14-Mar-2007
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3D Systems, Inc.
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Sintering Using Thermal Image Feedback
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United Kingdom
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1466718
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15-Jun-2011
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3D Systems, Inc.
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Nanoparticle-filled stereolithographic resins
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United Kingdom
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1508834
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6-Apr-2016
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3D Systems, Inc.
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Continuous Calibration of a Non-Contract Thermal Sensor for Laser Sintering
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United Kingdom
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1634694
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2-Dec-2009
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3D Systems, Inc.
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Controlled Densification of Fusible Powders in Laser Sintering
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United Kingdom
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2421003
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10-Nov-2009
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3D Systems, Inc.
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Laser Sintering Powder Recycle System
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United Kingdom
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1700686
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5550351
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3D SYSTEMS, INC.
|
CREATE WITH CONFIDENCE
|
U.S.
|
4425652
|
29-OCT-2013
|
3D SYSTEMS, INC.
|
CREATIVITY REIMAGINED
|
U.S.
|
4428832
|
05-NOV-2013
|
3D SYSTEMS, INC.
|
CUBEPRO
|
U.S.
|
4588255
|
19-AUG-2014
|
3D SYSTEMS, INC.
|
CUBEX
|
U.S.
|
4477071
|
04-FEB-2014
|
3D SYSTEMS, INC.
|
CUBIFY
|
U.S.
|
4588915
|
19-AUG-2014
|
3D SYSTEMS, INC.
|
DURAFORM
|
U.S.
|
3519767
|
21-OCT-2008
|
3D SYSTEMS, INC.
|
GENTLE GIANT
|
U.S.
|
5446164
|
17-APR-2018
|
3D SYSTEMS, INC.
|
HAPSTACK
|
U.S.
|
4803785
|
01-SEP-2015
|
3D SYSTEMS, INC.
|
INFINITY
|
U.S.
|
4929163
|
29-MAR-2016
|
3D SYSTEMS, INC.
|
LABRYNTH
|
U.S.
|
4311460
|
02-APR-2013
|
3D SYSTEMS, INC.
|
LASERFORM
|
U.S.
|
5018055
|
09-AUG-2016
|
3D SYSTEMS, INC.
|
MENTORLEARN
|
U.S.
|
3720780
|
08-DEC-2009
|
3D SYSTEMS, INC.
|
MY ROBOT NATION
|
U.S.
|
4195829
|
21-AUG-2012
|
3D SYSTEMS, INC.
|
OSTEOVIEW
|
U.S.
|
4944283
|
26-APR-2016
|
3D SYSTEMS, INC.
|
PROCEDURE REHEARSAL STUDIO
|
U.S.
|
3797749
|
01-JUN-2010
|
3D SYSTEMS, INC.
|
PROJET
|
U.S.
|
4202187
|
04-SEP-2012
|
3D SYSTEMS, INC.
|
PROX
|
U.S.
|
4931026
|
05-APR-2016
|
3D SYSTEMS, INC.
|
QUICKCAST
|
U.S.
|
3988232
|
05-JUL-2011
|
3D SYSTEMS, INC.
|
QUICKHAPTICS
|
U.S.
|
3716656
|
24-NOV-2009
|
3D SYSTEMS, INC.
|
QUICKPARTS
|
U.S.
|
4279169
|
22-JAN-2013
|
3D SYSTEMS, INC.
|
U/S MENTOR
|
U.S.
|
4589402
|
19-AUG-2014
|
3D SYSTEMS, INC.
|
VIDAR SYSTEMS CORPORATION
|
U.S.
|
3645575
|
30-JUN-2009
|
3D SYSTEMS, INC.
|
VSP
|
U.S.
|
3834444
|
17-AUG-2010
|
Grantor
|
Mark
|
Jurisdiction
|
ITU Status
|
Application No.
|
Filing Date
|
3D SYSTEMS, INC.
|
3D CONNECT
|
U.S.
|
SOU Filed
|
87597909
|
06-SEP-2017
|
3D SYSTEMS, INC.
|
3DXPERT
|
U.S.
|
SOU Not Filed
|
87159472
|
02-SEP-2016
|
|
|
|
|
|
|
3D SYSTEMS, INC.
|
DYNABOT
|
U.S.
|
SOU Filed
|
87890642
|
24-APR-2018
|
3D SYSTEMS, INC.
|
FABPRO
|
U.S.
|
SOU Filed
|
87533813
|
19-JUL-2017
|
3D SYSTEMS, INC.
|
FIGURE 4
|
U.S.
|
SOU Filed
|
87597941
|
06-SEP-2017
|
3D SYSTEMS, INC.
|
NEXTDENT
|
U.S.
|
SOU Filed
|
87597969
|
06-SEP-2017
|
3D SYSTEMS, INC.
|
3DS (FIGURATIVE)
|
Ecuador
|
10727584
|
7/4/2015
|
3D SYSTEMS, INC.
|
CAD PRO ADVANTAGE LOGO
|
Ecuador
|
4049805
|
2/2/2006
|
3D SYSTEMS, INC.
|
PROJET
|
Ecuador
|
11063237
|
12/18/2012
|
3D SYSTEMS, INC.
|
GEOMAGIC STUDIO
|
Ecuador
|
9647223
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5/23/2011
|
3D SYSTEMS, INC.
|
SENSABLE
|
Ecuador
|
905950
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5/18/2000
|
3D SYSTEMS, INC.
|
PHANTOM
|
Ecuador
|
906008
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11/29/1999
|
3D SYSTEMS, INC.
|
SINTAFLEX
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Ecuador
|
F20778635
|
7/4/2005
|
3D SYSTEMS, INC.
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GIBBS
|
Ecuador
|
729525
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|
3D SYSTEMS, INC.
|
CIMATRON
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Ecuador
|
15066988
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5/24/2016
|
3D SYSTEMS, INC.
|
GENTLE GIANT
|
Ecuador
|
16607327
|
8/17/2017
|
3D SYSTEMS, INC.
|
3D CONNECT
|
Ecuador
|
17197948
|
1/8/2018
|
3D SYSTEMS, INC.
|
DURAFORM
|
Europe
|
644120/3
|
10/22/1999
|
3D SYSTEMS, INC.
|
ACCURA
|
Europe
|
2541282/5
|
6/5/2003
|
3D SYSTEMS, INC.
|
INSIGHT ROBOT
|
Europe
|
5057963
|
4/5/2007
|
3D SYSTEMS, INC.
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INSIGHT ARTHROVR
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Europe
|
6521421
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1/8/2009
|
3D SYSTEMS, INC.
|
LAYERWISE
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Europe
|
6856041
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8/11/2009
|
3D SYSTEMS, INC.
|
DENTWISE
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Europe
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11568565
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7/30/2013
|
3D SYSTEMS, INC.
|
INSIGHT VIEWER
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Europe
|
5299987
|
8/30/2007
|
3D SYSTEMS, INC.
|
SIMPOSIA
|
Israel
|
1103078
|
8/25/2011
|
3D SYSTEMS, INC.
|
DURAFORM
|
India
|
1370879
|
3/28/2018
|
3D SYSTEMS, INC.
|
VISIJET
|
India
|
1370189
|
3/28/2018
|
3D SYSTEMS, INC.
|
FREEFORM
|
Japan
|
1301069
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11/22/2005
|
3D SYSTEMS, INC.
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DURAFORM
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Japan
|
5294121
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1/15/2010
|
3D SYSTEMS, INC.
|
ACCURA
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Japan
|
4796491
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9/21/2004
|
3D SYSTEMS, INC.
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CUBE
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Japan
|
5540059
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11/30/2012
|
3D SYSTEMS, INC.
|
CUBIFY
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Japan
|
5516736
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8/24/2012
|
3D SYSTEMS, INC.
|
3DS (FIGURATIVE)
|
Japan
|
5531724
|
10/26/2012
|
3D SYSTEMS, INC.
|
PROJET
|
Japan
|
5592599
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6/21/2013
|
3D SYSTEMS, INC.
|
PHANTOM
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Japan
|
4865752
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5/20/2005
|
3D SYSTEMS, INC.
|
SIMPOSIA
|
Japan
|
1103078
|
8/25/2011
|
3D SYSTEMS, INC.
|
CIMATON
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Japan
|
5852473
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5/20/2016
|
3D SYSTEMS, INC.
|
LASERFORM
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Japan
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5868577
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7/22/2016
|
3D SYSTEMS, INC.
|
3DXPERT
|
Japan
|
5941346
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4/21/2017
|
3D SYSTEMS, INC.
|
GENTLE GIANT
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Japan
|
5995910
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11/10/2017
|
3D SYSTEMS, INC.
|
3D SPRINT
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Japan
|
1364879
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5/11/2018
|
3D SYSTEMS, INC.
|
CUBIFY
|
Korea
|
41-294685
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7/23/2014
|
3D SYSTEMS, INC.
|
CUBIFY
|
Korea
|
40-1409537
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7/23/2014
|
3D SYSTEMS, INC.
|
MENTORLEARN
|
Russian
Federation
|
521034
|
8/25/2014
|
3D SYSTEMS, INC.
|
PROCEDURE REHEARSAL STUDIO
|
Russian
Federation
|
507357
|
2/26/2014
|
3D SYSTEMS, INC.
|
SIMBIONIX
|
Russian
Federation
|
507358
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2/26/2014
|
3D SYSTEMS, INC.
|
SIMPOSIA
|
Russian
Federation
|
1103078
|
8/25/2011
|
3D SYSTEMS, INC.
|
ANGIO MENTOR
|
Russian
Federation
|
521033
|
8/25/2014
|
Grantor
|
Mark
|
Jurisdiction
|
Status
|
Filing
Date
|
3D Systems, Inc.
|
Cube
|
Brazil
|
PENDING
|
10/15/2013
|
3D Systems, Inc.
|
3DS (figurative) in Class 40
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China
|
PENDING
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03/21/2012
|
3D Systems, Inc.
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Geomagic
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China
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PENDING
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07/07/2012
|
3D Systems, Inc.
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Freeform
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China
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PENDING
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09/05/2014
|
3D Systems, Inc.
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VIDAR
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Ecuador
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PENDING
|
11/15/2007
|
3D Systems, Inc.
|
VIDAR SYSTEMS CORPORATION
|
Ecuador
|
PENDING
|
11/15/2007
|
3D Systems, Inc.
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Laserform
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Ecuador
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PENDING
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2/24/2016
|
3D Systems, Inc.
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3DXpert
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Ecuador
|
PENDING
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10/4/2016
|
3D Systems, Inc.
|
3DS (figurative)
|
India
|
PENDING
|
3/21/2012
|
3D Systems, Inc.
|
3DS (figurative)
|
Turkey
|
PENDING
|
11/28/2018
|
Registrar
|
Domain Name
|
Creation Date
|
Expiration
Date
|
101Domains
|
3dsystems.fr
|
Unknown
|
10/21/2019
|
101Domains
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3dsystems.it
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Unknown
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11/4/2019
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101Domains
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cubify.co.za
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Unknown
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2/27/2021
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cubify.com.sg
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|
Grantor
|
Description of Commercial Tort Claim
|
3D Systems, Inc.
|
3D Systems, Inc. vs. Paul A. Miller and Union Tech.
On September 13, 2017, 3D Systems commenced a lawsuit in federal court against a former employee, Paul A. Miller, and his new employer, Union Tech, Inc. The lawsuit is currently pending in the United States District Court, Southern District of Indiana, Indianapolis Division, 3D Systems Corporation v. Paul A. Miller and Union Tech, Inc., Case No. 1:17-cv-3252-RLY-MJD.
In its Verified Complaint, 3D Systems asserts claims against Miller and Union Tech for: (1) violation of the Federal Defend Trade Secrets Act, 28 U.S.C. § 1836 et seq.; (2) violation of the Federal Computer Fraud and Abuse Act, 18 U.S.C. § 1030 (Miller only); (3) breach of contract (Miller only); (4) violation of the Indiana Uniform Trade Secrets Act, Ind. Code Ann. § 24-2-3-1 et seq.; (5) breach of the duty of loyalty and fiduciary duty; (6) tortious interference with contractual relations; and (7) tortious interference with contractual relations (Union Tech only).
|
Grantor’s correct legal name:
|
Previous names:
|
Additional names:
|
Type of organization:
|
Jurisdiction of organization/Principal Place of Residence
|
[___________]
|
|
|
|
|
Grantor’s correct legal name:
|
Description of name changes:
|
[___________]
|
|
Grantor’s correct legal name:
|
Filing Office:
|
[___________]
|
|
Grantor:
|
Issuer:
|
Class of Equity Interest:
|
Par Value:
|
Certificate No(s).
|
No. of Equity Interests
/Units
|
Percentage of Outstanding Equity Interests
/Units
|
[___________]
|
|
|
|
|
|
|
Grantor:
|
Issuer:
|
Amount of Note:
|
Maturity Date:
|
[___________]
|
|
|
|
Grantor
|
Title
|
Jurisdiction
|
Registration No.
|
Registration Date
|
[___________]
|
|
|
|
|
Grantor
|
Title
|
Jurisdiction
|
Application No.
|
Filing Date
|
[___________]
|
|
|
|
|
License Agreement
|
Copyright Title
|
Jurisdiction
|
Registration No.
|
Registration Date
|
[___________]
|
|
|
|
|
License Agreement
|
Copyright Title
|
Jurisdiction
|
Application No.
|
Filing Date
|
[___________]
|
|
|
|
|
License Agreement
|
Copyright Title
|
Jurisdiction
|
Registration No.
|
Registration Date
|
[___________]
|
|
|
|
|
License Agreement
|
Copyright Title
|
Jurisdiction
|
Application No.
|
Filing Date
|
[___________]
|
|
|
|
|
Grantor
|
Title
|
Jurisdiction
|
Patent No.
|
Issue Date
|
[___________]
|
|
|
|
|
Grantor
|
Title
|
Jurisdiction
|
Application/ Publication No.
|
Filing Date
|
[___________]
|
|
|
|
|
Grantor
|
Title
|
Jurisdiction
|
Patent No.
|
Issue Date
|
[___________]
|
|
|
|
|
Grantor
|
Title
|
Jurisdiction
|
Application/ Publication No.
|
Filing Date
|
[___________]
|
|
|
|
|
Grantor
|
Mark
|
Jurisdiction
|
Registration No.
|
Registration Date
|
[___________]
|
|
|
|
|
Grantor
|
Mark
|
Jurisdiction
|
ITU Status
|
Application No.
|
Filing Date
|
[___________]
|
|
|
|
|
|
Grantor
|
Title
|
Registration No.
|
Registration Date
|
|
[___________]
|
|
|
|
Grantor
|
Mark
|
Jurisdiction
|
Registration No.
|
Registration Date
|
[___________]
|
|
|
|
|
Grantor
|
Mark
|
Jurisdiction
|
Registration No.
|
Registration Date
|
[___________]
|
|
|
|
|
Grantor
|
Type of Account
|
Name and Address of Approved Depositary Bank
|
Account Number
|
[___________]
|
|
|
|
Grantor
|
Type of Account
|
Name and Address of Approved Securities Intermediary
|
Account Number
|
[___________]
|
|
|
|
Grantor
|
Type of Account
|
Name and Address of Commodity Intermediary
|
Account Number
|
[___________]
|
|
|
|
Grantor
|
Description of Commercial Tort Claim
|
[___________]
|
|
By:
|
Name: [__] Title: [__] |
|
HSBC BANK USA, NATIONAL ASSOCIATION
,
as Administrative Agent
By: _______________________________
Name: [__]
Title: [__]
Address for Notices:
HSBC Bank USA, National Association,
as Administrative Agent
[__]
Attention: [__]
Facsimile No.: [__]
|
Grantor
|
Title
|
Jurisdiction
|
Application/ Publication No.
|
Filing Date
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
Grantor
|
Title
|
Jurisdiction
|
Application No.
|
Filing Date
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
License Agreement
|
Copyright Title
|
Jurisdiction
|
Registration No.
|
Registration Date
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
License Agreement
|
Copyright Title
|
Jurisdiction
|
Application No.
|
Filing Date
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
Grantor
|
Mark
|
Jurisdiction
|
Registration No.
|
Registration Date
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
Grantor
|
Mark
|
Jurisdiction
|
ITU Status
|
Application No.
|
Filing Date
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
|
|
Employment Agreement 3D Systems SA / Herbert Köck
|
|
Execution Version
|
Employment Agreement
|
3D Systems SA
Route de l’Ancienne Paperterie, PO Box 259, CH-1723 Marly
|
"
Employer
"
|
Herbert Köck
Rebmattweg 30, Merlischachen, Switzerland
|
"
Employee
"
|
(A)
|
WHEREAS
, commencing on September 5, 2016 (“
Commencement Date
”), Employer desires to employ Employee as Senior Vice President & General Manager - EMEA, subject to the terms and conditions of this employment agreement (“
Agreement
”); and
|
(B)
|
WHEREAS
, Employee desires to be employed by Employer in the aforesaid capacity subject to the terms and conditions of this Agreement.
|
(C)
|
NOW THEREFORE
, in consideration of the foregoing premises, of the mutual agreements and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows, effective as of the Commencement Date:
|
1.
|
Commencement of Employment
|
2.
|
Position, Place of Work
|
(a)
|
The Employee shall be appointed and employed by the Employer as of the Commencement Date, in a position as Senior Vice President & General Manager - EMEA, or in such other position as the Employer may assign to the Employee from time to time. The Employee shall report to those executive officers who are assigned to this position by the Board of Directors or the CEO from time to time. At all times during the term of this Agreement the Employee shall perform those duties and exercise such powers which are from time to time assigned to or vested in the Employee by the Board of Directors or the CEO, the executive officer to whom the Employee reports or that are listed in the relevant work description or in internal regulations of the Employer.
|
(b)
|
The Employee's place of work shall be initially at the Employee’s home office or such other premises as the Employer may use from time to time. The Employee's duties may require the Employee to regularly travel on business for the Employer to other locations both in Switzerland and abroad, such travel may include, where reasonably required, weekends and public holidays.
|
3.
|
Remuneration
|
(a)
|
The base salary shall be CHF 389,644 gross p.a. (pro rata), payable in 12 monthly installments of CHF 29,972.62 paid one month in arrears on or around the last calendar day in the respective month and a 13
th
monthly salary paid pro rata temporis in late November of each year ("
Base Salary
"). The Base Salary shall be the remuneration for regular working time, overtime (
Überstunden
), excess-overtime (
Überzeit
), and any other service rendered by the Employee for the Employer. The Employer shall deduct from the Base Salary the social security charges and other charges due under applicable law and the pension plan of the Employer.
|
(b)
|
The Employee shall be entitled to participate in the Employer's bonus program, if any, with an annual bonus target of 50% of Base Salary subject to the terms and conditions of such bonus program as communicated by Employer from time to time. The Employee acknowledges and agrees that the Employer may unilaterally amend or change the bonus program from time to time or discontinue a bonus program at any time. Any bonus payment
|
(c)
|
Unless otherwise expressly agreed upon in writing, the payment of any other gratuities, bonuses, profit shares, premiums or other extra payments shall be on a voluntary basis, subject to the provision that even repeated payments without the explicit repetition of such reservation shall not create any claim for the Employee, either in respect to their cause or their amount, either for the past or for the future.
|
4.
|
Expenses
|
(a)
|
Expenses including taxis, meals when traveling, air travel and hotel accommodation costs shall be reimbursed by the Employer, against lawful invoices, provided that they were reasonably incurred by the Employee when promoting the business of the Employer and in performing services hereunder and are incurred in accordance with the policies and procedures established by the Employer from time to time.
|
(b)
|
The Employee acknowledges and agrees that he shall not be paid any compensation for the use of his home office and the respective infrastructure.
|
5.
|
Hours of Work
|
6.
|
Employee's General Obligations
|
(a)
|
The Employee shall faithfully and diligently perform his tasks, in compliance with the instructions given to him by the Board of Directors.
|
(b)
|
The Employee shall devote his full working time to the Employer and shall not undertake other professional activities, whether paid or unpaid, and/or accept other employments, positions, or any corporate function (e.g. board membership) during the term of this Agreement.
|
7.
|
Incapacity
|
(a)
|
Should the Employee be incapacitated due to illness, accident or the like to perform his duties required under this Agreement, the Employee shall notify the Employer immediately and shall provide a medical certificate evidencing such incapacity. The Employer reserves the right to require the Employee, at any time, to undergo a medical examination conducted by the Employer's medical doctor, at the Employer's expense,
|
(b)
|
During absence from work due to illness, accident or the like, the Employee shall be paid in accordance with Swiss law and the Zurich scheme ("
Zürcher Skala
") the Base Salary less any statutory sick pay or other benefits to which the Employee is entitled.
|
8.
|
Holidays
|
(a)
|
The Employee shall be entitled to 25 days of paid holiday p.a. (pro rata) in addition to the public holidays as applicable in the jurisdiction of the registered place of incorporation of the Employer.
|
(b)
|
Holidays shall be taken at times agreed with the Employer. The Employee shall give sufficient notice of intention to take holidays to his superior, of whom the written approval to the specific dates is required.
|
(c)
|
Any holiday taken shall be deducted from the most recent holiday accrued, and untaken holiday from earlier years shall forfeit in accordance with the applicable statute of limitations.
|
9.
|
Term and Termination, Probation Period, Transfer
|
(a)
|
This Agreement shall run for an indefinite period of time. It may be terminated by either Party giving three (3) months prior written notice, such notice being effective as per the relevant date of the expiry of the notice period (and, for the avoidance of doubt, not as per the end of the month following the expiry of the notice period).
|
(b)
|
The first three (3) months after the Commencement Date qualify as probation period (in accordance with Article 335b Swiss Code of Obligations) during which this Agreement may be terminated anytime upon 7 days' notice.
|
(c)
|
The Employee hereby acknowledges and agrees that the Employer may, in its sole discretion and at any time, transfer this Agreement to an affiliate in Germany. As a result of such transfer, the Employee shall automatically work for and be subject to instructions given by a new employer. All other terms and conditions (including but not limited to substantive Swiss law governing this agreement) shall remain in effect as set forth herein. Such new employer shall comply with its obligations arising under this Agreement, register itself for Swiss social security purposes and use reasonable best efforts to accede to the Employer's pension plan.
|
10.
|
Confidentiality
|
(a)
|
As used herein, "
Confidential Information
" shall include, but not be limited to, all technical, business and trade information of the Employer and/or any of its subsidiary, sister, and parent companies and affiliates (collectively, the "
Group
"), and of any third party, which is of a confidential, trade secret and/or proprietary character and which is either developed by the Employee (alone or with others) or to which the Employee has had access during his employment hereunder.
|
(b)
|
The Employee shall be prohibited at any time during the continuance of his employment hereunder or at any time thereafter to directly or indirectly disseminate, disclose, and/or use for his own purposes or for any purposes other than those of the Employer, or through any failure to exercise due care and diligence cause any unauthorized disclosure of, Confidential Information, except
|
(i)
|
as may be required by law,
|
(ii)
|
in the proper performance of the Employee's duties or
|
(iii)
|
as authorized in writing by the Employer.
|
(c)
|
Upon termination of his employment hereunder (for whatever reason) and at any other time at the Employer's request the Employee shall, without retaining any copies or other record thereof, deliver to the Employer or any person the Employer may nominate each and every document and all other material of whatever nature in the possession or under the control of the Employee containing or relating directly or indirectly to any Confidential Information.
|
(d)
|
The confidentiality undertaking set forth in this Section 10 shall cease to apply to any information which shall become available to the public generally otherwise than through the default of the Employee.
|
(e)
|
Employee shall not, during his/her employment with the Employer or at any time thereafter, use or disclose to the Employer any confidential, trade secret, or other proprietary information or material of any previous employer or other person, and Employee shall not bring onto the Employer’s premises any unpublished document (or derivation thereof) or any other property belonging to any former employer without the prior written consent of that former employer.
|
11.
|
Intellectual Property
|
(a)
|
All intellectual property, including inventions and designs, and other proprietary work effort which the Employee either alone or in conjunction with others invents, conceives,
|
(i)
|
relate to matters within the scope of the Employee's duties or field of responsibility; or
|
(ii)
|
are based on the Employee's knowledge of the actual or anticipated business or interests of the Employer or any of the Group companies; or
|
(iii)
|
are aided by the use of time, materials, facilities or information of the Employer or any of the Group companies
|
(b)
|
The Employee shall communicate promptly and confidentially in writing to those persons authorised for the purpose by the Board of Directors and to no other persons all such inventions, designs and work effort of a proprietary nature.
|
(c)
|
The Employer reserves the right to acquire any invention, design and proprietary work effort invented, conceived, made or produced by the Employee merely on occasion of his employment activity, but not during the performance of his contractual duties. The Employer shall inform the Employee in writing within six months upon receipt of the Employee's notice pursuant to Section (b) whether it wishes to acquire the rights to such invention, design, or proprietary work effort or whether such invention, design or proprietary work effort will be released to the Employee.
|
(d)
|
The Employee shall execute and perform at the expense of the Employer both during the continuance of his employment hereunder and at all times thereafter all such applications, assignments, documents, acts and things as may reasonably be required by the Employer for the purpose of obtaining and enforcing in such countries as the Employer may direct all necessary legal protection in respect of inventions, designs and other proprietary work effort owned by the Employer and for vesting the same in the Employer or as the Employer may direct.
|
12.
|
Data Protection, Communication Infrastructure
|
(a)
|
With the execution of this Agreement, the Employee consents that the Employer may store, transfer, change and delete all personal data in connection with this employment relationship. In particular, the Employee consents to the transfer of personal data concerning the Employee by the Employer to an affiliated company of the Employer outside Switzerland also in case such affiliated company of the Employer should not be subject to data protection rules similar to the ones applicable in Switzerland.
|
(b)
|
The Employee shall comply with the Employer's policies and instructions regarding the use of the Employer's telephones and telefax, computers, e-mail system, internet services and software programmes ("
Communication Infrastructure
"). The Employee shall at all times refrain from using the Communication Infrastructure for any excessively private or any inappropriate or illegal purpose. The Employee acknowledges and agrees that all activities on the Communication Infrastructure are automatically saved, and that the Employer has complete access to, and may, in order to verify compliance with the Employer's policies and instructions, monitor at any time the Employee's usage of the Communication Infrastructure, including but not limited to the review of all material and e-mail correspondence and the Employees' internet usage that is saved on or performed via the Communication Infrastructure.
|
13.
|
Non-Competition, Non-Solicitation
|
(a)
|
The Employee shall not, for as long as the Employee remains an employee of the Employer and, upon written request by the Employer, during a period of one (1) year from the taking effect of the termination of this Agreement, alone, or jointly with, or as manager of, agent for, or employee of any person or as a shareholder directly or indirectly carry on or be engaged, concerned or interested in any business competitive to the business of the Group worldwide in all those countries where the Group conducts business at the time of the termination of this Agreement or twelve months prior to such termination date.
|
(b)
|
Provided that the Employer requests the Employee to comply with the non-compete undertaking set forth in Section 13(a) above, and further provided that Employee fully complies with such request, Employer shall pay to the Employee on a monthly basis after the termination of the employment having become effective as an incentive for the compliance with the non-compete undertaking an amount (gross) corresponding to one monthly instalment of the Base Salary as in force at the time of termination ("
Incentive
"). If the Employer releases the Employee any time prior to end of the one (1) year period, the Incentive shall be paid until such release. The Employer shall deduct from any Incentive the social security charges and other charges due under applicable law.
|
(c)
|
The Employee shall not, for as long as he remains an employee of the Group and during a period of one (1) year from the taking effect of the termination of this Agreement
|
(i)
|
solicit, induce or attempt to induce any person who is an employee of the Group to leave the Group or to engage in any business that competes with the Group;
|
(ii)
|
hire or assist in the hiring of any person who is an employee of the Group to work for any business that competes with the Group, or
|
(iii)
|
solicit, induce or attempt to induce any person or company that is a customer of the Group to discontinue or modify its customer relationship with the Employer.
|
14.
|
Liquidated Damages
|
15.
|
General Provisions
|
(a)
|
This Agreement and the policies, rules, and/or regulations listed in Section (d) constitute the entire agreement and understanding among the Parties with respect to the employment of the Employee with the Employer, and shall supersede all prior oral and written agreements or understandings of the Parties relating hereto. Any representation or statement (in whatever form) made to the Employee in connection with the Employee's employment not incorporated in this Agreement or the policies, rules, and/or regulations listed in Section (d) shall not be valid and have no effect.
|
(b)
|
This Agreement may only be modified or amended by a document signed by the Parties. Any provision contained in this Agreement may only be waived by a document signed by the Party waiving such provision. No waiver of any violation or non-performance of this Agreement in one instance shall be deemed to be a waiver of any violation or non-performance in any other instance. All waivers must be in writing.
|
(c)
|
If any provision of this Agreement is found by any competent authority to be void, in-valid or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force. In this event, the Agreement shall be construed, and, if necessary, amended in a way to give effect to, or to approximate, or to achieve a result which is as close as legally possible to the result intended by the provision hereof determined to be void, illegal or unenforceable.
|
(d)
|
The following policies, rules, and/or regulations, each as amended from time to time, shall be incorporated into this Agreement by reference, and the Employee acknowledges
|
(i)
|
Code of Conduct
|
(ii)
|
Insider Trading Policy
|
16.
|
Governing Law and Jurisdiction
|
(a)
|
This Agreement, including the jurisdiction clause, shall be governed by, interpreted and construed in accordance with the substantive laws of Switzerland.
|
(b)
|
Exclusive jurisdiction for all disputes arising out of or in connection with this Agreement shall be with the ordinary courts at the registered place of incorporation of the Employer.
|
Rock Hill, SC USA, August 24, 2016
|
|
Merilschachen, August 24, 2016
|
Place, Date
|
|
Place, Date
|
3D Systems SA
|
|
Herbert Köck
|
/s/ Andrew M. Johnson, Director
|
|
/s/ Herbert Koeck
|
Name, job title
|
|
Name, job title
|
•
|
Base Salary
: As of your secondment start date, your base salary of
$490,000 (inclusive of gross ups)
will be direct deposited into your U.S. bank account on a
bi-weekly
basis. You will be responsible for arranging to have funds transferred as needed into your host location bank account. For the duration of this secondment, salary administration will be based on your home country policies and practices as well as your performance. Your salary will be reviewed for a merit increase under your current annual cycle and applicable policies.
|
•
|
Bonus:
While on secondment your annual performance bonus target will be
50%
of your annual base salary during the year, subject to the terms and conditions of the 3D Systems annual bonus plan. Any annual bonus paid to you will be subject to tax withholding.
|
1.
|
Employment
.
|
2.
|
Term
.
|
3.
|
Compensation and Benefits
.
|
4.
|
Termination of Services Prior To Expiration of Agreement
.
|
5.
|
Restrictive Covenants
.
|
6.
|
No Mitigation
.
|
7.
|
Clawback
.
|
8.
|
Miscellaneous
.
|
To Company:
|
3D Systems Corporation
|
To Executive:
|
At the address and/or fax number most recently contained in Company’s records
|
1.
|
I have reviewed this report on Form 10-K of 3D Systems Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
By:
|
/s/ Vyomesh I. Joshi
|
|
Vyomesh I. Joshi
|
Title:
|
President & Chief Executive Officer
|
|
(principal executive officer)
|
1.
|
I have reviewed this report on Form 10-K of 3D Systems Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
By:
|
/s/ John N. McMullen
|
|
John N. McMullen
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
(principal financial and accounting officer)
|
(i)
|
the Form 10-K fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
|
(ii)
|
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Issuer
.
|
Date: February 28, 2019
|
/s/
Vyomesh I. Joshi
|
Name: Vyomesh I. Joshi
|
(principal executive officer)
|
(i)
|
the Form 10-K fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
|
(ii)
|
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Issuer
.
|
Date: February 28, 2019
|
/s/
John N. McMullen
|
Name: John N. McMullen
|
(principal financial and accounting officer)
|