UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or
15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2006
3D SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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0-22250 |
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95-4431352 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
333 Three D Systems Circle |
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Rock Hill, South Carolina |
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29730 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (803) 326-3900
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Effective as of October 6, 2006, 3D Systems Corporation (the Company) entered into a Second Amendment to Lease Agreement (the Second Amendment) with KDC-Carolina Investments 3, LP (the Landlord) pursuant to which the parties agreed to certain additional amendments to their Lease Agreement dated as of February 8, 2006 (the Lease) relating to the Companys new headquarters facility being constructed in Rock Hill, South Carolina.
The Second Amendment provides that the Company will pay the Landlord up to $3,007,521 based upon the anticipated final tenant improvement and certain related costs associated with the completion of the leased premises. Such amount excludes approximately $202,022 of costs that are in dispute between the Company and Landlord and, excluding these disputed amounts, represents an increase of approximately $990,803 above the costs previously agreed to and disclosed pursuant to the First Amendment to Lease Agreement dated as of August 7, 2006 and effective as of June 15, 2006. These payments will be made as the Landlord incurs these costs and are in lieu of an upward adjustment in the base rent under the Lease.
The foregoing summary is subject to and qualified in its entirety by the terms of the Second Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Second Amendment to Lease Agreement effective as of October 6, 2006 to Lease Agreement dated February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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3D SYSTEMS CORPORATION |
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Date: October 9, 2006 |
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By: /s/ ROBERT M. GRACE, JR. |
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(Signature) |
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Name: |
Robert M. Grace, Jr. |
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Title: |
Vice President, General Counsel and
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3
EXHIBIT INDEX
Exhibit No. |
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Description |
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10.1 |
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Second Amendment to Lease Agreement effective as of October 6, 2006 to Lease Agreement dated February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP. |
4
Exhibit 10.1
SECOND AMENDMENT TO LEASE AGREEMENT
THIS SECOND AMENDMENT TO LEASE AGREEMENT ( Second Amendment ) is hereby made and entered into by and between KDC-CAROLINA INVESTMENTS 3, LP, a Delaware limited partnership ( Landlord ), and 3D SYSTEMS CORPORATION, a Delaware corporation ( Tenant ), effective as of the 6th day of October, 2006.
R E C I T A L S:
WHEREAS, Landlord and Tenant have heretofore entered into that certain Lease Agreement dated as of February 8, 2006 (the Lease Agreement ); and
WHEREAS, Landlord and Tenant amended the Lease Agreement pursuant to the terms and conditions of that certain First Amendment to Lease Agreement dated as of August 8, 2006 but effective as of June 15, 2006 (the First Amendment );
WHEREAS, Exhibit F to the Lease Agreement provides, among other things, that in the event that certain Scope Changes (as defined in Exhibit F to the Lease Agreement) occur, either (a) Base Rent (as defined in the Lease Agreement) will be adjusted as provided for in Exhibit F, or (b) Tenant shall have the right to fund all or such portion of such excess costs in which case Base Rent will not be adjusted as a result of such Tenant expenditures; and
WHEREAS, certain Scope Changes have occurred in addition to those contemplated by the First Amendment (such additional scope changes being herein referred to as the Second Amendment Scope Changes) as hereinafter set forth, and Landlord and Tenant desire to provide for the funding of the Second Amendment Scope Changes.
A G R E E M E N T:
NOW, THEREFORE, for and in consideration of the premises and Ten Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
a. Second Amendment Additions to Tenant Finish . As a result of the development of the Final Tenant Improvement Plans and Specifications provided for by Section 2(d) of the Lease Agreement, and based upon the Merriman Schmitt drawings noted in Exhibit A (attached hereto) and the September 1, 2006 Choate estimate, the final estimated amount of the Tenant Improvement Costs submitted by Choate is $6,048,543, which is $1,192,825 in excess of the $4,855,718 Tenant Allowances provided therefor in the First Amendment; provided, however, that the following amounts have not been approved by Tenant and are still in dispute between Tenant and Landlord (collectively, the Disputed Second Amendment Amounts):
Choate GCs |
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$ |
83,855 |
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Re-mob HVAC |
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$ |
21,716 |
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HVAC Redesign |
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$ |
27,206 |
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Re-mob Drywall |
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$ |
27,486 |
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Electrical Design Engineering |
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$ |
20,000 |
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Credit back plywood |
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$ |
2,379 |
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Credit for electric strikes |
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$ |
6,400 |
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Omit gas grill |
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$ |
11,336 |
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Omit site/web cam |
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$ |
1,644 |
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Subtotal |
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$ |
202,022 |
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Thus, the final estimated amount of the Tenant Improvement Costs not in dispute by the parties is $5,893,727 ($6,048,543 - $202,022 = $5,846,521), and which results in an increase of $909,803 above the $4,855,718 Tenant Allowances provided therefor in the First Amendment (the amount of such increase being herein referred to as the Second Amendment Additions to Tenant Finish).
2
IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment effective as of the date first above written.
3
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LANDLORD: |
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KDC-CAROLINA
INVESTMENTS 3, LP,
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By: |
KDC-Carolina
Investments 3 GP, LLC,
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By: Koll
Development Company I, LP,
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By: SWV, LLC,
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By: |
/s/ Tobin C. Grove |
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Tobin C. Grove, |
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President |
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TENANT: |
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3D SYSTEMS
CORPORATION,
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By: |
/s/ Robert M. Grace, Jr. |
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Name: Robert M. Grace, Jr. |
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Title :Vice President, General Counsel and Secretary |
4
CONTRACT DOCUMENT LOG - DRAWINGS - EXHIBIT A
3-D SYSTEMS
Friday, October 06, 2006
3-D SYSTEMS |
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LATEST |
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ORIGINAL |
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LATEST |
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SUPPLE- |
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DRAWING |
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ISSUE |
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ISSUE |
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REVISION |
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MENT |
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DESCRIPTION |
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# |
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(DATE) |
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(DATE) |
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# |
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# |
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COMMENTS |
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COVER SHEET |
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G001 |
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26-Jul-06 |
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18-Jan-06 |
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Up-Fit Cover Sheet |
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GU-001 |
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12-Sep-06 |
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CIVILS |
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COVER SHEET |
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C001 |
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1-Feb-06 |
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23-Dec-05 |
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3 |
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PER ROCK HILL CITY COMMENTS |
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OVERALL SITE PLAN |
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C100 |
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1-Feb-06 |
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23-Dec-05 |
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3 |
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PER ROCK HILL CITY COMMENTS |
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GRADING PLAN |
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C200 |
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1-Feb-06 |
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23-Dec-05 |
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3 |
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PER ROCK HILL CITY COMMENTS |
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STORM DRAINAGE PLANS |
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C300 |
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1-Feb-06 |
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23-Dec-05 |
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3 |
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PER ROCK HILL CITY COMMENTS |
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DRAINAGE AREA MAP |
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C400 |
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1-Feb-06 |
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23-Dec-05 |
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3 |
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PER ROCK HILL CITY COMMENTS |
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OVERALL EROSION CONTROL PLAN |
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C500 |
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1-Feb-06 |
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23-Dec-05 |
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1 |
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PER ROCK HILL CITY COMMENTS |
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SANITARY SEWER PROFILE |
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C501 |
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27-Jan-06 |
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27-Jan-06 |
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SANITARY SEWER PROFILE |
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C502 |
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1-Feb-06 |
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27-Jan-06 |
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OVERALL EROSION CONTROL PLAN |
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C600 |
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1-Feb-06 |
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23-Dec-05 |
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3 |
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PER ROCK HILL CITY COMMENTS |
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EROSION CONTROL DETAILS |
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C700 |
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27-Dec-05 |
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23-Dec-05 |
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1 |
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PER ROCK HILL CITY COMMENTS |
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EROSION CONTROL DETAILS |
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C701 |
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27-Dec-05 |
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23-Dec-05 |
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1 |
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PER ROCK HILL CITY COMMENTS |
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SITE DETAILS |
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C800 |
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1-Feb-06 |
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23-Dec-05 |
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2 |
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PER ROCK HILL CITY COMMENTS |
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LANDSCAPE PLAN |
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L100 |
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1-Mar-06 |
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31-Jan-06 |
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PLANTING PLAN -OVERVIEW DR FRONTAGE |
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L101 |
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1-Mar-06 |
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30-Jan-06 |
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PLANTING PLAN - MAIN PARKING AREA |
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L102 |
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1-Mar-06 |
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30-Jan-06 |
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LANDSCAPE DETAILS |
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L103 |
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1-Mar-06 |
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30-Jan-06 |
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STRUCTURALS |
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GENERAL NOTES |
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S001 |
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13-Feb-06 |
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18-Jan-06 |
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FOUNDATION & FLOOR SLAB PLAN |
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S101 |
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5-Apr-06 |
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18-Jan-05 |
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ROOF FRAMING PLAN & HIGH ROOF |
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S201 |
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20-Apr-06 |
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18-Jan-06 |
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Entrance Feature Revision |
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FRAMING PLAN |
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FOUNDATION SECTIONS & DETAILS |
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S301 |
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13-Feb-06 |
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18-Jan-06 |
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FRAMING SECTIONS & DETAILS |
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S401 |
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13-Feb-06 |
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18-Jan-06 |
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ARCHITECTURALS |
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ILLUSTRATIVE SITE PLAN |
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A101 |
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18-Jan-06 |
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18-Jan-06 |
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1ST FLOOR PRELIMINARY PRICING PLAN |
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AU101 |
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12-Apr-06 |
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6-Mar-06 |
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TENANT CHANGES |
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FIRST FLOOR SHELL PLAN |
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A102 |
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21-Mar-06 |
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18-Jan-06 |
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FIRST FLOOR ENLARGED PLAN |
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A102A |
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21-Mar-06 |
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12-Mar-06 |
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ROOF PLAN |
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A103A |
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20-Mar-06 |
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18-Jan-06 |
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CANOPY DETAILS |
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A103B |
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10-Jul-06 |
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16-May-06 |
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ELEVATIONS |
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A201 |
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10-Jul-06 |
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18-Jan-06 |
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ENLARGED ELEVATIONS |
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A202 |
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12-Apr-06 |
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27-Mar-06 |
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WALL SECTIONS & DETAILS |
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A301 |
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21-Mar-06 |
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18-Jan-06 |
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WALL SECTIONS & DETAILS |
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A302 |
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21-Mar-06 |
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18-Jan-06 |
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WALL SECTIONS & DETAILS |
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A303 |
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17-Feb-06 |
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18-Jan-06 |
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STAIR DETAILS |
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A501 |
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17-Feb-06 |
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18-Jan-06 |
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PARTIAL UP-FIT FLOOR PLAN |
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AU-1 |
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11-Sep-06 |
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4-May-06 |
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Tenant revision |
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PARTIAL UP-FIT FLOOR PLAN |
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AU-2 |
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11-Sep-06 |
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4-May-06 |
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RADIUS DIMENSION PLAN |
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AU-3 |
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11-Sep-06 |
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4-May-06 |
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ENLARGED PLANS PARTITION TYPES |
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AU-4 |
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13-Jul-06 |
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4-May-06 |
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PARTIAL REFLECTED CEILING PLAN |
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AU-5 |
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11-Sep-06 |
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4-May-06 |
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PARTIAL REFLECTED CEILING PLAN |
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AU-6 |
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21-Jul-06 |
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4-May-06 |
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FLOOR FINISH PLAN |
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AU-7 |
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26-Jul-06 |
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4-May-06 |
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FINISH SCHEDULE |
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AU-8 |
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11-Sep-06 |
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4-May-06 |
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DOOR SCHEDULES/ ELEVATIONS/ DETAILS |
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AU-9 |
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11-Sep-06 |
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4-May-06 |
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ELEVATIONS |
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AU-10 |
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11-Sep-06 |
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4-May-06 |
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ELEVATIONS |
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AU-11 |
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11-Sep-06 |
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4-May-06 |
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ELEVATIONS |
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AU-12 |
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11-Sep-06 |
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4-May-06 |
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DETAILS |
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AU-13 |
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11-Sep-06 |
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4-May-06 |
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DETAILS |
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AU-14 |
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11-Sep-06 |
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4-May-06 |
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SEISMIC NOTES AND DETAILS |
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AU-15 |
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4-May-06 |
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Issued for upfit permit |
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TILT |
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TILT UP PANEL LAYOUT |
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T101 |
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13-Feb-06 |
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13-Feb-06 |
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TILT UP PANEL SECTIONS AND DETAILS |
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T201 |
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13-Feb-06 |
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13-Feb-06 |
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TILT UP PANLE ELEVATIONS |
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T301 |
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21-Mar-06 |
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13-Mar-06 |
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TILT UP PANEL ELEVATIONS |
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T302 |
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21-Mar-06 |
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13-Mar-06 |
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TILT UP PANEL ELEVATIONS |
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T303 |
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20-Apr-06 |
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13-Feb-06 |
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Entrance Feature Revision |
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5
CONTRACT DOCUMENT LOG - DRAWINGS - EXHIBIT A
3-D SYSTEMS
3-D SYSTEMS |
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LATEST |
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ORIGINAL |
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LATEST |
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SUPPLE- |
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DRAWING |
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ISSUE |
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ISSUE |
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REVISION |
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MENT |
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DESCRIPTION |
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# |
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(DATE) |
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(DATE) |
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# |
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# |
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COMMENTS |
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PLUMBING |
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OVERALL FLOOR PLAN PLUMBING |
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P1 |
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21-Jun-06 |
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28-Apr-06 |
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OVERALL FLOOR PLAN PLUMBING |
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P2 |
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21-Jun-06 |
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28-Apr-06 |
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ENLARGED TOILET PLANS PLUMBING |
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P3 |
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21-Jun-06 |
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28-Apr-06 |
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ENLARGED TOILET PLANS PLUMBING |
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P4 |
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21-Jun-06 |
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28-Apr-06 |
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SCHEDULES AND DETAILS PLUMBING |
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P5 |
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21-Jun-06 |
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28-Apr-06 |
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ELECTRICAL |
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PARTIAL LIGHTING PLAN |
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E1 |
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5-Sep-06 |
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5-May-06 |
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Owner revisions |
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PARTIAL LIGHTING PLAN |
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E2 |
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5-Sep-06 |
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5-May-06 |
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Owner revisions |
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PARTIAL LIGHTING PLAN |
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E3 |
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5-Sep-06 |
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5-May-06 |
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Owner revisions |
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PARTIAL LIGHTING PLAN |
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E4 |
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5-Sep-06 |
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5-May-06 |
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Owner revisions |
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PARTIAL POWER PLAN |
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E5 |
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21-Jun-06 |
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5-May-06 |
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Mechanical revisions |
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PARTIAL POWER PLAN |
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E6 |
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21-Jun-06 |
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5-May-06 |
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Mechanical revisions |
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PARTIAL POWER PLAN |
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E7 |
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21-Jun-06 |
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5-May-06 |
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Mechanical revisions |
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PARTIAL POWER PLAN |
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E8 |
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21-Jun-06 |
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5-May-06 |
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Mechanical revisions |
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PANEL SCHEDULES AND RISER DIAGRAM |
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E9 |
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21-Jun-06 |
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5-May-06 |
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Mechanical revisions |
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PANEL SCHEDULES |
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E10 |
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21-Jun-06 |
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5-May-06 |
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Mechanical revisions |
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NOTES AND SCHEDULES |
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E11 |
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21-Jun-06 |
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5-May-06 |
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Mechanical revisions |
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MECHANICAL |
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SCHEDULES, NOTES AND LEGEND |
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MO.1 |
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1-Sep-06 |
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4-May-06 |
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Revisions/Changes |
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SCHEDULES |
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MO.2 |
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1-Sep-06 |
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4-May-06 |
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Revisions/Changes |
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CHILLED & HOT WATER FLOW DIAGRAMS |
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MO.3a |
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1-Sep-06 |
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4-May-06 |
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Revisions/Changes |
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HVAC AIRFLOW DIAGRAM |
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MO.3b |
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1-Sep-06 |
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4-May-06 |
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Revisions/Changes |
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COMPRESSED AIR & NITROGEN FLOW DIAG |
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MO.4 |
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1-Sep-06 |
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4-May-06 |
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Revisions/Changes |
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DETAILS |
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MO.5 |
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1-Sep-06 |
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4-May-06 |
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Revisions/Changes |
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GENERAL NOTES & CONTROL DESCRIPTION |
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MO.6 |
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1-Sep-06 |
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4-May-06 |
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Revisions/Changes |
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CLEAN NITROGEN SPECIFICATION |
|
MO.7 |
|
1-Sep-06 |
|
4-May-06 |
|
|
|
|
|
Revisions/Changes |
|
FIRST FLOOR HYVAC PLAN |
|
M1.1 |
|
1-Sep-06 |
|
4-May-06 |
|
|
|
|
|
Revisions/Changes |
|
FIRST FLOOR HYVAC PLAN |
|
M1.2 |
|
1-Sep-06 |
|
4-May-06 |
|
|
|
|
|
Revisions/Changes |
|
FIRST FLOOR HYVAC PLAN |
|
M1.3 |
|
1-Sep-06 |
|
4-May-06 |
|
|
|
|
|
Revisions/Changes |
|
FIRST FLOOR HYVAC PLAN |
|
M1.4 |
|
1-Sep-06 |
|
4-May-06 |
|
|
|
|
|
Revisions/Changes |
|
CA & N2 FLOW DIAGRAM |
|
M1.5 |
|
1-Sep-06 |
|
4-May-06 |
|
|
|
|
|
Revisions/Changes |
|
EQUIPMENT |
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUIPMENT PLAN |
|
EQ-1 |
|
5-Sep-06 |
|
3-Jul-06 |
|
|
|
|
|
Owner Revisions |
|
PANEL SCHEDULES AND RISER DIAGRAM |
|
EQ-2 |
|
5-Sep-06 |
|
3-Jul-06 |
|
|
|
|
|
Owner Revisions |
|
PANEL SCHEDULES |
|
EQ-3 |
|
5-Sep-06 |
|
3-Jul-06 |
|
|
|
|
|
Owner Revisions |
|
PANEL SCHEDULES |
|
EQ-4 |
|
5-Sep-06 |
|
3-Jul-06 |
|
|
|
|
|
Owner Revisions |
|
NOTES AND SCHEDULES |
|
EQ-5 |
|
5-Sep-06 |
|
3-Jul-06 |
|
|
|
|
|
Owner Revisions |
|
FIRE PROTECTION |
|
|
|
|
|
|
|
|
|
|
|
|
|
FIRE PROTECTION PLAN |
|
FP-1 |
|
|
|
4-May-06 |
|
|
|
|
|
|
|
6