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): December 18, 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.) |
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333 Three
D Systems Circle
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29730 |
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(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 December 18, 2006, 3D Systems Corporation (the Company) entered into a Third Amendment to Lease Agreement (the Third 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, as heretofore amended by the First Amendment to Lease Agreement (the First Amendment) dated as of August 7, 2006 and the Second Amendment to Lease Agreement (the Second Amendment) dated as of October 6, 2006 (collectively, the Lease) relating to the Companys new headquarters facility in Rock Hill, South Carolina (the Facility).
The Third Amendment provides that the Company will pay the Landlord a monthly amount of $53,940 representing the Landlords carrying costs commencing on November 22, 2006 and expiring upon the closing of the Companys purchase of the Facility. The Company also agreed in the Third Amendment to pay the Landlord certain additional costs associated with the completion of the leased premises totaling $180,875.50. This amount is in addition to the costs previously agreed to and disclosed pursuant to the First Amendment and the Second Amendment.
In addition to the Third Amendment, the Company entered into a Purchase and Sale Agreement (the Purchase Agreement) with the Landlord, as Seller, dated December 18, 2006 pursuant to which the Landlord has agreed to sell and the Company has agreed to purchase the Facility subject to certain customary conditions.
Pursuant to the terms of the Purchase Agreement and subject to the foregoing conditions, the Company agreed in the Purchase Agreement to pay an amount equal to $10,048,000 as the purchase price of the Facility, which purchase price is subject to certain credits and adjustments. Pursuant to the Purchase Agreement, the Company made an initial earnest money deposit on December 18, 2006 in the amount of $301,440 and is obligated to make a subsequent earnest money deposit on January 2, 2007 in the amount of $703,360. The Company has the right to terminate the Purchase Agreement on or before January 2, 2007, and unless it does so, subject to certain circumstances set forth in the Purchase Agreement, the earnest money deposits shall be non-refundable to the Company. The Purchase Agreement stipulates that, subject to certain conditions, the transaction must close on or before January 31, 2007 and that, if it does not so close, the Lease will remain in effect.
The foregoing summary is subject to and qualified in its entirety by the terms of the Third Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K and the Purchase Agreement attached as Exhibit 10.2 to this Current Report on From 8-K, each of which is incorporated herein by reference.
A copy of the Companys press release, which includes additional details regarding these matters, is attached hereto as Exhibit 99.1 and is incorporated into this Item 1.01 by this reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
Third Amendment to Lease Agreement effective as of December 18, 2006 to Lease Agreement dated February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP. |
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10.2 |
Purchase and Sale Agreement effective as of December 18, 2006 between 3D Systems Corporation and KDC Carolina Investments 3, LP. |
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99.1 |
Press Release dated December 20, 2006. |
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: December 20, 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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Secretary |
EXHIBIT INDEX
Exhibit No. |
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Description |
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10.1 |
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Third Amendment to Lease Agreement effective as of December 18, 2006 to Lease Agreement dated |
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February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP. |
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10.2 |
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Purchase and Sale Agreement effective as of December 18, 2006 between 3D Systems Corporation and KDC |
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Carolina Investments 3, LP. |
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99.1 |
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Press Release dated December 20, 2006. |
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EXHIBIT 10.1
THIRD AMENDMENT TO LEASE AGREEMENT
THIS THIRD AMENDMENT TO LEASE AGREEMENT ( Third Amendment ) is hereby made and entered into this 18th day of December, 2006, by and between KDC-CAROLINA INVESTMENTS 3, LP, a Delaware limited partnership ( Landlord ), and 3D SYSTEMS CORPORATION, a Delaware corporation ( Tenant ).
R E C I T A L S :
WHEREAS, Landlord and Tenant have heretofore entered into that certain Lease Agreement dated 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 effective as of June 15, 2006 (the First Amendment ); and
WHEREAS, Landlord and Tenant further amended the Lease Agreement, as amended by the First Amendment, pursuant to the terms and conditions of that certain Second Amendment to Lease Agreement dated effective as of October 6, 2006 (the Second Amendment ); and
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 and Second Amendment as hereinafter set forth, and Landlord and Tenant desire to provide for the funding of such Scope Changes; and
WHEREAS, Landlord and Tenant desire to further amend the Lease Agreement, as amended by the First Amendment and Second Amendment, as set forth in this Third Amendment.
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:
1. Defined Terms . All capitalized but undefined terms used in this Third Amendment shall have the meaning given such terms in the Lease Agreement.
2. Excused Delays . Tenant acknowledges that 92 days of Excused Delays have occurred under the Lease and the Target Commencement Date and the Commencement Date under the Lease is now November 22, 2006.
3. Section 35 of the Lease . Tenant acknowledges that it did not exercise the option to purchase the Premises under Section 35(a) of the Lease. Section 35 of the Lease is hereby terminated.
1
4. Base Rent and Additional Rent . Landlord and Tenant have executed that certain Purchase and Sale Agreement (the Contract ) pursuant to which Landlord will sell the Premises to Tenant. No Base Rent or Additional Rent shall be due under the Lease and instead beginning on November 27, 2006 and on the 22 nd day in each calendar month thereafter until the Closing (as defined in the Contract), Tenant shall pay to Landlord in advance $53,940 for such month (the first payment on November 27, 2006 representing the period from November 22, 2006 through December 21, 2006) representing the interest carrying costs incurred by Landlord for the Premises for such month, such amount to be pro-rated for any partial calendar months (the Carry Cost Amounts ); provided, however, if Tenant does not close on the acquisition of the Premises pursuant to the terms of the Contract on or before the Closing Date (as defined in the Contract), then on the date that would otherwise be the Closing Date Tenant shall pay to Landlord the difference between the Carry Cost Amounts paid through the Closing Date to Landlord and the amount of Base Rent and Additional Rent that otherwise would have been due under the Lease from the Commencement Date to and including the Closing Date, and thereafter all of the terms of the Lease shall apply, including but not limited to the provisions regarding Base Rent and Additional Rent. Notwithstanding the foregoing, Tenant shall be liable for and shall pay the Impositions under Section 5(d) of the Lease.
5. Payment of Third Amendment Tenant Improvement Costs and Disputed Second Amendment Amounts . The Second Amendment outlined $202,022 in Disputed Second Amendment Amounts. The Disputed Second Amendment Amounts are hereby modified to delete certain items that have been credited back to Tenants, such that the Disputed Second Amendment Amounts are as follows:
Choate GCs |
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$ |
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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Subtotal |
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$ |
180,263 |
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Of that total, $47,206 represented engineering costs (HVAC Redesign of $27,206 and Electrical Design Engineering of $20,000) (collectively, the Engineering Costs ), and the remaining balance of $133,057 is herein referred to as the Disputed Re-Mobilization and Extended GCs ). In addition, since the date of the Second Amendment, 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 December 11, 2006 Choate estimate, an additional $67,123 in additional Tenant Improvement Costs have been requested by Tenant and performed by Landlord (the Third Amendment Tenant Improvement Costs ).
Within ten (10) days after full execution of this Third Amendment, Tenant shall pay to Landlord the Engineering Costs ($47,206), the Third Amendment Tenant Improvement Costs ($67,123) and fifty percent (50%) of the Disputed Re-Mobilization and Extended GCs ($66,528.50). Upon and contingent on the closing of the purchase by Tenant of the Premises under the Contract, Landlord shall pay the remaining balance of the Disputed Re-Mobilization and Extended GCs ($66,528.50); provided, however, if the Contract does not close for any reason, the remaining balance of the Disputed Re-Mobilization and Extended GCs ($66,528.50) shall be not approved by Tenant and shall still be in dispute, but shall continue to be subject to the terms and conditions of the Lease. Failure of Tenant to pay the Engineering Costs, the Third Amendment Tenant Improvement Costs and 50% of the Disputed Re-Mobilization and Extended GCs within the time period set forth above shall be a default under the Lease and the Contract.
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The Second Amendment provided that the final estimated amount of the Tenant Improvement Costs not in dispute by the parties was $5,846,521, resulting in an increase of $990,803 above the $4,855,718 Tenant Allowances provided therefor in the First Amendment. Based on the payments provided above in this paragraph 5, the revised estimated amount of the Tenant Improvement Costs not in dispute by the parties is $6,027,378.50 ($5,846,521 + $47,206 + $66,528.50 + $67,123 = $6,027,378.50).
6. New Exhibit to Lease . The Contract attached hereto shall hereafter be deemed to be Exhibit K to the Lease.
7. No Further Amendment . The Lease Agreement shall remain in full force and effect, as modified by the First Amendment, the Second Amendment and this Third Amendment.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Third Amendment effective as of the date first above written.
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EXHIBIT 10.2
PURCHASE AND SALE AGREEMENT
3D HEADQUARTERS
ROCK HILL, SOUTH CAROLINA
BETWEEN
KDC-CAROLINA INVESTMENTS 3, LP
AS SELLER
AND
3D SYSTEMS CORPORATION
AS PURCHASER
December 18, 2006
TABLE OF CONTENTS
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TABLE OF CONTENTS
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Page |
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11. |
DEFAULT; FAILURE OF CONDITION. |
17 |
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11.1. |
Purchaser Default |
17 |
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11.2. |
Seller Default |
17 |
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11.3. |
Failure of Condition |
18 |
12. |
MISCELLANEOUS. |
18 |
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12.1. |
Entire Agreement |
18 |
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12.2. |
Severability |
19 |
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12.3. |
Applicable Law |
19 |
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12.4. |
Assignability |
19 |
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12.5. |
Successors Bound |
19 |
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12.6. |
Breach |
19 |
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12.7. |
No Public Disclosure |
19 |
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12.8. |
Captions |
20 |
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12.9. |
Attorneys Fees |
20 |
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12.10. |
No Partnership |
20 |
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12.11. |
Time of Essence |
20 |
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12.12. |
Counterparts |
20 |
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12.13. |
Recordation |
20 |
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12.14. |
Proper Execution |
20 |
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12.15. |
Tax Protest |
20 |
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12.16. |
Survival and Limitation of Representations and Warranties |
20 |
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12.17. |
Time to Execute and Deliver |
21 |
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12.18. |
Calculation of Time Periods |
21 |
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12.19. |
Limitation of Liability |
21 |
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12.20. |
Jury Waiver |
21 |
ii
LIST OF EXHIBITS
Exhibit 1.1.1 |
Legal Description |
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Exhibit 1.1.3 |
Inventory of Personal Property |
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Exhibit 2.1 |
Computation of Purchase Price |
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Exhibit 3.1.2 |
Property Reports |
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Exhibit 3.3.1 |
Schedule of Service Contracts |
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Exhibit 3.3.2 |
Schedule of Warranties |
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Exhibit 10.2.1 |
Form of Special Warranty Deed |
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Exhibit 10.2.2 |
Affidavit of Value |
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Exhibit 10.2.3 |
Form of Bill of Sale |
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Exhibit 10.2.4 |
Form of Assignment and Assumption of Contracts |
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Exhibit 10.2.6 |
Form of FIRPTA Affidavit |
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Exhibit 10.2.10 |
Form of Sellers Affidavit, South Carolina Withholding |
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Exhibit 10.2.11 |
Form of Termination of Lease |
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Exhibit 12.21 |
Incentives Agreement and Fee-in-Lieu-of-Taxation Agreement |
iii
3D Systems Corporation Headquarters Building
Rock Hill, South Carolina
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this Agreement ), dated as of the 18th day of December, 2006 (the Effective Date ), is made by and between KDC-CAROLINA INVESTMENTS 3, LP, a Delaware limited partnership ( Seller ), and 3D SYSTEMS CORPORATION, a Delaware corporation ( Purchaser ).
R E C I T A L S:
Seller, as landlord, and Purchaser, as tenant, have entered into that certain Lease Agreement dated February 8, 2006, by and between Seller and Purchaser with respect to the lease by Seller of the Premises described therein to Purchaser, as amended by that certain First Amendment to Lease Agreement dated August 7, 2006, but effective as of June 15, 2006, that certain Second Amendment to Lease Agreement entered into effective as of October 6, 2006 (the Second Amendment ) and that certain Third Amendment to Lease Agreement entered into simultaneously with the date hereof (the Third Amendment ) (collectively, the Lease ).
NOW, THEREFORE, in consideration of the foregoing, of the covenants, promises and undertakings set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:
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Purchaser waives its right to recover from, and forever releases and discharges Seller, Sellers affiliates, Sellers investment advisor and manager, the partners, trustees, shareholders, directors, officers, attorneys, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns (collectively, the Releasees ) from any and all demands, claims (including, without limitation, causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, Claims ), that may arise on account of or in any way be connected with the Property, the physical condition thereof, or any law or regulation applicable thereto (including, without limitation, claims under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 6901, et seq. ), the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq. ), the Clean Water Act (33 U.S.C. Section 1251, et seq. ), the Safe Drinking Water Act (49 U.S.C. Section 1801, et seq. ), the Hazardous Transportation Act (42 U.S.C. Section 6901, et seq. ), and the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq. ) (collectively, the Statutes and Laws ), except, however, any claims arising under the Statutes and Laws for violations thereof caused by Seller or Sellers agents or conditions created by Seller or Sellers agents in the construction of the Project which were not disclosed by Seller to Purchaser through reasonably diligent efforts in conducting its investigations. Except with regard to the foregoing limitation in the preceding sentence, but without otherwise limiting the foregoing, Purchaser, upon Closing, shall be deemed to have waived, relinquished and released Seller and all other Releasees from any and all Claims, matters arising out of latent or patent defects or physical conditions, violations of applicable laws (including, without limitation, the Statutes and Laws) and any and all other acts, omissions, events, circumstances or matters affecting the Property. Purchaser agrees that should any cleanup, remediation or removal of hazardous substances or other environmental conditions on or about the Property be required after the date of Closing, such clean-up, removal or remediation shall not be the responsibility of Seller unless Sellers actions have caused such contamination of the Property.
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All of the foregoing are referred to herein collectively as Permitted Encumbrances .
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Seller agrees to use its good faith, diligent efforts to cause each Condition Precedent that is Sellers responsibility to attempt to satisfy under this Agreement to be satisfied as soon as reasonably possible after the Effective Date and to continue such efforts thereafter (if and as necessary to achieve such satisfaction). Purchaser agrees to use its good faith, diligent efforts to cause each Condition Precedent that is Purchasers responsibility to attempt to satisfy under this Agreement to be satisfied as soon as reasonably possible after the Effective Date and to continue such efforts thereafter (if and as necessary to achieve such satisfaction). In the event
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Purchaser is not satisfied concerning the Conditions Precedent (or any of them), in Purchasers sole discretion, Purchaser shall so notify Seller in writing as to each Condition Precedent that is not then satisfied, and such written notice shall provide reasonable guidance as to what must be completed for each such Condition Precedent to be satisfied. If any such Condition Precedent that Purchaser notifies Seller in writing is not satisfied as of the Closing Date after reasonable, good faith effort on the part of Seller and Purchaser (as applicable) and if Purchaser does not waive any such unsatisfied Condition(s) Precedent, Purchaser may terminate this Agreement and the entire Deposit shall be returned to Purchaser; and the parties hereto, unless otherwise provided herein, shall thereafter have no further rights, obligations or liabilities hereunder.
Until Closing, Seller or Sellers agent shall:
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Any notice required or permitted to be given hereunder shall be deemed to be given when hand delivered or one (1) business day after pickup by DHL, Emery Air Freight, Airborne, Federal Express, or similar overnight express service, or by facsimile (only as provided below) in either case addressed to the parties at their respective addresses referenced below:
If to Seller: |
Koll Development Company
Dallas, Texas 75225
Telephone: 214-696-7825 FAX: 214-696-7825 |
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With a copy to: |
Munsch Hardt Kopf & Harr PC 3800 Lincoln Plaza, 500 North Akard Dallas, Texas 75201 Attention: Robert H. Voelker Telephone: 214-855-7594 FAX: 214-978-4379 |
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If to Title Company: |
Chicago Title Insurance Company 2001 Bryan St., Ste. 1700 Dallas, TX 75201 Attention: Jocelyn Armstrong Telephone: 214-965-1668 FAX: 214-965-1625 |
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If to Purchaser: |
3D Systems Corporation 333 Three D Systems Circle Rock Hill, South Carolina 29730 Attention: Robert M. Grace, Jr., Vice President, General Counsel and Secretary Telephone: 803-326-3989 FAX: ____________________ |
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With a copy to: |
Kennedy Covington Lobdell & Hickman, L.L.P. City Plaza Building, Suite 220 140 East Main Street Rock Hill South Carolina 29730 Attention: Stephen R. McCrae, Jr. Telephone: 803-329-7602 FAX: 803-980-7882 |
or in each case to such other address as either party may from time to time designate by giving notice in writing to the other party. Except for facsimile notices between 9:00 a.m. and 5:00 p.m. Rock Hill, South Carolina time on a business day that are followed up by an overnight courier delivery, telephone and facsimile numbers are for informational purposes only. Effective notice will be deemed given only as provided above.
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[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, Purchaser and Seller have executed this Agreement on the date set forth below, effective as of the date set forth above.
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SELLER: |
KDC-CAROLINA INVESTMENTS 3, LP, |
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a Delaware limited partnership |
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By: |
KDC-Carolina Investments 3 GP, LLC, |
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a Delaware limited liability company, |
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its General Partner |
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By: |
Koll Development Company I, LP, |
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a Delaware limited partnership, |
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its Sole Member |
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Date: December 18, 2006 |
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By: |
SWV, LLC, |
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a Delaware limited liability company, |
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its General Partner |
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By: |
/s/ Tobin C. Grove |
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Tobin C. Grove, President |
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[CORPORATE SEAL] |
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PURCHASER: |
3D SYSTEMS CORPORATION, |
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a Delaware corporation |
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Date: December 18 , 2006 |
By: |
/s/ Robert M. Grace, Jr. |
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[CORPORATE SEAL] |
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Printed Name: |
Robert M. Grace, Jr. |
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Title: |
Vice President, General Counsel & Secretary |
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An original, fully executed copy of this Agreement, together with the Deposit, has been received by the Title Company this ___ day of ________________________, 2006, and by execution hereof the Title Company hereby covenants and agrees to be bound by the terms of this Agreement.
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Chicago Title Insurance Company |
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By: York Title Agency, Inc., its agent |
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By: Spencer & Spencer, PA, its agent |
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By: |
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Name: |
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Title: |
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EXHIBIT 1.1.1
LEGAL DESCRIPTION
All that certain piece, parcel or tract of land lying and being situated in the City of Rock Hill, York County, South Carolina and being more fully described as follows:
Beginning at a corner on the northern right of way of S.C. Highway No. 161, also being on the south end of a sight triangle with Overview Road, thence along the right of way of S.C. Highway No. 161, N 52°0700W, 525.10 feet to a #4 Rebar Found, thence leaving said right of way along a common line with The Links at Waterford LLC property N 01°2536 E, 573.51 feet to a #4 Rebar Found, thence N 18°0827 W, 381.33 feet to a #4 Rebar Found, thence N 12°5115 E, 62.13 feet to a #4 Rebar Found, thence N 58°1258 E, 480.00 feet to a #4 Rebar Found, thence S 43°4244 E, 594.87 feet to a #4 Rebar Set, thence S 58°0731 E, 440.71 feet to a #4 Rebar Found, thence S 34°1226 W, 169.41 feet to a #4 Rebar Found on the right of way of Overview Drive, thence with said right of way S 33°5256 W, 370.64 feet to a Nail in Concrete Found, thence S 85°4852 W, 44.85 feet to a #4 Rebar Found, thence S 34°3637 W, 66.05 feet to a #4 Rebar Found, thence S 05°5244 E, 46.10 feet to a #4 Rebar Found, thence S 34°3519 W, 62.10 feet to a Nail in Concrete Found, thence S 37°2842 W, 200.00 feet to a Nail in Concrete Found, thence S 34°3749 W, 174.91 feet to a #4 Rebar Found at the beginning of a sight triangle with S.C. Highway No. 161, thence with the sight triangle S 85°5307 W, 52.64 feet to the Point of Beginning.
Said Tract containing 1,074,111 Square Feet, 24.66 Acres.
1
EXHIBIT 1.1.3
INVENTORY OF PERSONAL PROPERTY
None
EXHIBIT 2.1
INITIAL PURCHASE PRICE |
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$10,048,000 |
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PURCHASE
PRICE
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PHASE ONE LAND AND IMPROVEMENTS |
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$9,709,000 |
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(NOTE 1) |
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EXPANSION
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$339,000 |
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$10,048,000 |
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INCENTIVE PAYMENTS |
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RECEIVED TO DATE BY
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($262,248.0 |
0) |
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REVISED PURCHASE PRICE |
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$9,785,752.0 |
0 |
AS OF 12/04/2006 |
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NOTE 1
:
A PORTION OF THIS AMOUNT MAY COME FROM INCENTIVE
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EXHIBIT 3.1.2
PROPERTY REPORTS
Mactec Project 6234-05-3348 Report of Phase I Environmental Site Assessment of Waterford Business Park dated January 5, 2006.
Mactec Project 6234-05-3348 Results of the U.S. and Wetland Determination of 25-Acre Waterford Site dated December 29, 2005.
Mactec Project 6234-05-3348 Report of Geotechnical Exploration 24.6 Acre Site of Waterford Business Park dated January 4, 2006.
EXHIBIT 3.3.1
SCHEDULE OF SERVICE CONTRACTS
See Operation and Maintenance Provider List attached
EXHIBIT 3.3.2
SCHEDULE OF WARRANTIES
[SEE ATTACHED]
EXHIBIT 10.2.1
SPECIAL WARRANTY DEED
STATE OF SOUTH CAROLINA |
§ |
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KNOW ALL MEN BY THESE PRESENTS THAT: |
COUNTY OF YORK |
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, a (hereinafter called Grantor ), whose address is _________________________________, Attention:__________________, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration (see Affidavit of Value attached hereto) paid to Grantor by , a (hereinafter called Grantee ), whose address is _________________________________, the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, SELL, CONVEY, ASSIGN and DELIVER to Grantee the real property described in Exhibit A attached hereto and made a part hereof, together with all buildings and other improvements situated thereon, all fixtures and other property affixed thereto and all right, title and interest of Grantor in and to adjacent streets, alleys and rights-of-way, subject to the encumbrances described in Exhibit B attached hereto and made a part hereof (hereinafter called the Permitted Encumbrances ).
TO HAVE AND TO HOLD the herein described property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its successors and assigns, forever, and Grantor does hereby bind itself and its successors and assigns to warrant and forever defend all and singular the said premises unto Grantee, its successors and assigns against every person whomsoever lawfully claiming, or to claim the same, or any part thereof, by, through, or under Grantor, but not otherwise, subject however, to the Permitted Encumbrances.
Grantee hereby assumes the payment of ______ ad valorem taxes on the herein described property.
IN WITNESS WHEREOF, this Deed is executed by Grantor on this day of , ______, to be effective as of , ______.
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EXHIBIT A
To Special Warranty Deed
PROPERTY DESCRIPTION
All that certain piece, parcel or tract of land lying and being situated in the City of Rock Hill, York County, South Carolina and being more fully described as follows:
Beginning at a corner on the northern right of way of S.C. Highway No. 161, also being on the south end of a sight triangle with Overview Road, thence along the right of way of S.C. Highway No. 161, N 52°0700W, 525.10 feet to a #4 Rebar Found, thence leaving said right of way along a common line with The Links at Waterford LLC property N 01°2536 E, 573.51 feet to a #4 Rebar Found, thence N 18°0827 W, 381.33 feet to a #4 Rebar Found, thence N 12°5115 E, 62.13 feet to a #4 Rebar Found, thence N 58°1258 E, 480.00 feet to a #4 Rebar Found, thence S 43°4244 E, 594.87 feet to a #4 Rebar Set, thence S 58°0731 E, 440.71 feet to a #4 Rebar Found, thence S 34°1226 W, 169.41 feet to a #4 Rebar Found on the right of way of Overview Drive, thence with said right of way S 33°5256 W, 370.64 feet to a Nail in Concrete Found, thence S 85°4852 W, 44.85 feet to a #4 Rebar Found, thence S 34°3637 W, 66.05 feet to a #4 Rebar Found, thence S 05°5244 E, 46.10 feet to a #4 Rebar Found, thence S 34°3519 W, 62.10 feet to a Nail in Concrete Found, thence S 37°2842 W, 200.00 feet to a Nail in Concrete Found, thence S 34°3749 W, 174.91 feet to a #4 Rebar Found at the beginning of a sight triangle with S.C. Highway No. 161, thence with the sight triangle S 85°5307 W, 52.64 feet to the Point of Beginning, all as shown on plat recorded in Plat Book ___, Page ____, Office of the Clerk of Court for York County, South Carolina, to which plat reference is hereby made.
Said Tract containing 1,074,111 Square Feet, 24.66 Acres.
[Include title derivation clause.]
EXHIBIT B
To Special Warranty Deed
PERMITTED ENCUMBRANCES
EXHIBIT 10.2.2
AFFIDAVIT OF VALUE
STATE OF ) |
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AFFIDAVIT |
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PERSONALLY appeared before me the undersigned, who being duly sworn, deposes and says:
1. I have read the information on this affidavit and I understand such information.
2. The property being transferred consists of an approximately _____ acre tract near _____________ in __________ [City of; Township; etc.], _______ County, bearing ______________ County Tax Map Number _______________ and was transferred by _____________ to ________________ on ______________, 2006.
3. Check one of the following: The deed is
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subject to the deed recording fee as a transfer for consideration paid or to be paid in money or moneys worth. |
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subject to the deed recording fee as a transfer between a corporation, a partnership, or other entity and a stockholder, partner, or owner of the entity, or is a transfer to a trust or as a distribution to a trust beneficiary. |
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exempt from the deed recording fee because (See Information Section of affidavit): (If exempt, please skip items 4-7, and go to item 8 of this affidavit.) |
If exempt under exemption #14 as described in the Information section of this affidavit, did the agent and principal relationship exist at the time of the original sale and was the purpose of this relationship to purchase the realty? Check Yes _____ or No _____
4. Check one of the following if either item 3(a) or item 3(b) above has been checked (See Information section of this affidavit):
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The fee is computed on the consideration paid or to be paid in money or moneys worth in the amount of _________________. |
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The fee is computed on the fair market value of the realty which is . |
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The fee is computed on the fair market value of the realty as established for property tax purposes which is _______________ |
5. Check Yes or No to the following: A lien or encumbrance existed on the land, tenement, or realty before the transfer and remained on the land, tenement, or realty after the transfer. If Yes, the amount of the outstanding balance of this lien or encumbrance is: _____________________.
6. The deed recording fee is computed as follows:
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Place the amount listed in item 4 above here:_________________________ |
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Place the amount listed in item 5 above here: _________________________ |
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7. The deed recording fee due is based on the amount listed on Line 6(c) above and the deed recording fee due is: .
8. As required by Code Section 12-24-70, I state that I am a responsible person who was connected with the transaction as: .
9. I understand that a person required to furnish this affidavit who willfully furnishes a false or fraudulent affidavit is guilty of a misdemeanor and, upon conviction, must be fined not more than one thousand dollars or imprisoned not more than one year, or both.
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INFORMATION
Except as provided in this paragraph, the term value means the consideration paid or to be paid in money or moneys worth for the realty. Consideration paid or to be paid in moneys worth includes, but is not limited to, other realty, personal property, stocks, bonds, partnership interest and other intangible property, the forgiveness or cancellation of a debt, the assumption of a debt, and the surrendering of any right. The fair market value of the consideration must be used in calculating the consideration paid in moneys worth. Taxpayers may elect to use the fair market value of the realty being transferred in determining fair market value of the consideration. In the case of realty transferred between a corporation, a partnership, or other entity and a stockholder, partner, or owner of the entity, and in the case of realty transferred to a trust or as a distribution to a trust beneficiary, value means the realtys fair market value. A deduction from value is allowed for the amount of any lien or distribution to a trust beneficiary, value means the realtys fair market value. A deduction from value is allowed for the amount of any lien or encumbrance existing on the land, tenement, or realty before the transfer and remaining on the land, tenement, or realty after the transfer. Taxpayers may elect to use the fair market value for property tax purposes in determining fair market value under the provisions of the law.
Exempted from the fee are deeds:
EXHIBIT 10.2.3
FORM OF BILL OF SALE
For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , a (the Seller ), hereby conveys to , a (the Purchaser ), all of Sellers right, title and interest in and to those certain items of personal property described on Exhibit A attached hereto and made a part hereof (the Personal Property ) relating to certain real property known as , , .
Seller warrants and represents it has good title to the Personal Property. However, Seller has not made and does not make any express or implied warranty or representation regarding the Personal Propertys fitness for any particular purpose; the design or condition of the Personal Property; the quality or capacity of the Personal Property; workmanship or compliance of the Personal Property with the requirements of any law, rule, specification or contract pertaining thereto; patent infringement or latent defects. Purchaser accepts the Personal Property on an AS IS, WHERE IS basis, and WITH ALL FAULTS.
IN WITNESS WHEREOF, Seller has caused this instrument to be executed and delivered as of the _________ day of , 2006.
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EXHIBIT 10.2.4
FORM OF ASSIGNMENT AND ASSUMPTION OF CONTRACTS
In consideration of One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , a ( Assignor ), hereby assigns and delegates to , a (the Assignee ), with an office and place of business at , , , and Assignee hereby assumes and accepts the assignment and delegation of all of Assignors right, title and interest in and to the service contracts described on Exhibit A attached hereto (the Service Contracts) and the warranties described on Exhibit B (the Warranties) attached hereto relating to certain real property known as and located at , , , and Assignee hereby accepts such assignment.
Assignee hereby agrees to hold Assignor harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys fees, originating on or after the date hereof and arising out of the Assignees obligations under the Service Contracts described in Exhibit A .
If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing partys costs and expenses of such litigation including, without limitation, reasonable attorneys fees.
This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment effective as of the _______ day of , ______.
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EXHIBIT 10.2.6
AFFIDAVIT PURSUANT TO FOREIGN INVESTMENT
AND REAL PROPERTY TAX ACT FORM OF FIRPTA AFFIDAVIT
[ SEE ATTACHED ]
The undersigned hereby certifies that the name, address and United States taxpayer identification number of the transferor of the real property described in Exhibit A attached hereto and incorporated herein by reference is as follows:
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In addition, the undersigned hereby certifies that the transferor is not a disregarded entity as defined in Treasury Regulations, Section 1.1445-2(b)(2)(iii).
There is no other person or entity who has an ownership interest in the property. The transferor is , a organized and existing under the laws of the State of , and, as such, is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Treasury Regulations).
The undersigned understands that the purchaser of the property intends to rely on the foregoing representations in connection with the United States Foreign Investment and Real Property Act.
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EXHIBIT 10.2.10
FORM OF SELLERS AFFIDAVIT, SOUTH CAROLINA WITHHOLDING
SELLERS
Affidavit
South Carolina Withholding Tax
SC Code Section 12-8-580
THIS IS AN AFFIDAVIT OF FACTS. WHETHER OR NOT THIS AFFIDAVIT IS SUFFICIENT TO RELIEVE THE BUYER OF THE RESPONSIBILITY TO WITHHOLD IS GOVERNED BY SC REVENUE RULING 02-6. PLEASE READ THIS AFFIDAVIT CAREFULLY IN CONJUNCTION WITH ADVISORY OPINION.
The undersigned on oath, being first duly sworn, hereby certifies as follows:
1. This affidavit is being given in connection with a sale of real estate pursuant to SC Revenue Ruling #02-6.
2. I have attached to this affidavit a description of the real property and any tangible personal property being sold as part of this sale. The real property is located in the County of and its tax map number(s) is .
3. The undersigned is the Seller of the property described in the attached description.
4. The closing date of this sale is .
5. The Sellers name is .
6. The Sellers address is
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7. The Sellers social security number or taxpayer identification number is .
8. The undersigned acknowledges his obligation to file a South Carolina income tax return for the year of sale.
9. p Resident . The Seller is a resident of South Carolina, as that term is defined in the South Carolina income tax laws (S.C. Code Section 12-2-20 et seq.).
10. p Deemed Resident . Pursuant to Code Section 12-8-580(C) and SC Revenue Advisory Bulletin #02-6, the Seller is deemed to be a resident of South Carolina because:
a. The Seller is a corporation incorporated outside South Carolina, has its principal place of business in South Carolina, and does no business in its state of incorporation, or
b. The Seller (i) has been in business in South Carolina during the last two taxable years, including the year of sale, (ii) will continue substantially the same business in South Carolina after the sale, (iii) is not delinquent with respect to filing any South Carolina income tax returns, (iv) has filed at least one South Carolina income tax return, and (v) has a certificate of authority to do business in South Carolina or is registered to do business in South Carolina and
11. The Seller agrees to report the sale on a timely filed South Carolina income tax return.
12. p Tax-Exempt Organizations . The Seller is an organization exempt from income taxes under Internal Revenue Code Section 501(a) or is an insurance company exempt from South Carolina taxes on income.
13. p Gain Amount . The Seller affirms pursuant to Code Section 12-8-580(B) that the amount of gain required to be recognized on this transaction and on which buyer is to make the requisite withholding will not exceed $ ___________________.
14. p Withholding Amount Equals Entire Net Proceeds . If the withholding amount is limited to the entire net proceeds, any lien, mortgage or credit line advance which was made within one year prior to the closing was not made in contemplation of the sale. See Question and Answer 15 in SC Revenue Ruling #02-6 for a discussion of loans made in contemplation of the sale.
15. Installment Sale.
p The Seller will report this sale on the installment method for South Carolina income tax purposes, and has attached an amortization schedule correctly designating the principal and interest portions of the payments. If withholding is to be limited to the gain, Seller has entered the gain amount in item 12.
p The Seller elects out of the installment sale method for South Carolina purposes and will report the entire withholding in one payment. If withholding is to be limited to the gain, the Seller has entered the gain amount in item 12.
16. p Principal Residence or Involuntary Conversion Nonrecognition of Gain. . The sale of the property will not be subject to taxes because of Internal Revenue Code Section 121 (sale of a principal residence) or Internal Revenue Section 1033 (involuntary conversions). If the Seller fails to comply with Section 1033, the Seller acknowledges an obligation to file an amended South Carolina income tax return for the year of the sale.
17. Like Kind Exchange.
p In a simultaneous exchange, the entire gain is deferred under Internal Revenue Code Section 1031.
p A gain will be partially recognized. Enter the gain amount in item 12.
p The gain is intended to be deferred under Internal Revenue Code Section 1031 using a qualified intermediary and the steps required by SC Revenue Advisory Bulletin #20-6 have been completed.
18. p Employee Relocation . The transaction involves the sale of an employees property which is being sold by an employer or relocation company in connection with the employees transfer. For income tax purposes the sale is treated as a sale by the employer or relocation company.
The undersigned understands that this affidavit may be disclosed to the Department and that any false statement contained herein could be punished by fine, imprisonment, or both.
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SUBSCRIBED AND SWORN to
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EXHIBIT 10.2.11
FORM OF TERMINATION OF LEASE
STATE OF SOUTH CAROLINA |
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TERMINATION OF LEASE AND MEMORANDUM OF LEASE, PURCHASE
OPTION, LIMITED PURCHASE OPTION OF EXPANSION LAND, AND
RIGHT OF FIRST OFFER
KNOW ALL MEN BY THIS PRESENTS that the undersigned have terminated that certain Lease Agreement between KDC-Carolina Investments 3, LP , as Landlord , and 3D Systems Corporation ., as Tenant, dated February 8, 2006, as amended by First Amendment to Lease Agreement dated August 7, 2006, Second Amendment to Lease Agreement dated October 6, 2006, and Third Amendment to Lease Agreement dated December __, 2006 (collectively, the Lease), as evidenced by Memorandum of Lease, Purchase Option, Limited Purchase Option of Expansion Land, and Right of First Offer, dated February 8, 2006, recorded February 9, 2006, in Record Book 7788, Page 21, Office of the Clerk of Court for York County, South Carolina (the Memorandum of Lease), and the undersigned do further aver that all provisions of the Lease and Memorandum of Lease will have no further force and effect except certain surviving obligations of Landlord under Section 3(h) of the Lease and of both parties under Section 41 of the Lease, as well as the pertinent provisions regarding the parties Default and Remedies applicable thereto.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Termination of Lease and Memorandum of Lease, Purchase Option, Limited Purchase Option of Expansion Land, and Right of First Offer to be duly executed on this _____ day of ______________, 200__.
WITNESSES: LANDLORD: |
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a Delaware limited liability company, |
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3D SYSTEMS CORPORATION, |
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This ____ day of __________________, 200_, personally came before me Tobin C. Grove, who, being by me duly sworn, says that he is President of SWC, LLC, a Delaware limited liability company, the General Partner of Koll Development Company I, LP, the sole member of KDC-Carolina Investments GP, LLC, a Delaware limited liability company, the General Partner of KDC-Carolina Investments 3, LP, a Delaware limited partnership, that the foregoing Termination of Lease and Memorandum of Lease, Purchase Option, Limited Purchase Option of Expansion Land and Right of First Offer was signed by him, on behalf of said limited partnership, by its authority duly given. And the said ________________ acknowledged the said writing to be the act and deed of said partnership.
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This ____ day of ________________, 200_, personally came before me Robert M. Grace, Jr., who, being by me duly sworn, says that he is Vice President, General Counsel and Secretary of 3D Systems Corporation, a Delaware corporation, and that said Termination of Lease and Memorandum of Lease, Purchase Option, Limited Purchase Option of Expansion Land and Right of First Offer was signed by him, on behalf of said Corporation, by its authority duly given. And the said Vice President, General Counsel and Secretary acknowledged the said writing to be the act and deed of said Corporation.
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Exhibit A
[Insert legal description of Land]
EXHIBIT 12.21
FEE-IN-LIEU-OF-TAXATION AGREEMENT AND INCENTIVES AGREEMENT
EXHIBIT 99.1
ROCK HILL, S.C., December 20, 2006 3D Systems Corporation (NASDAQ: TDSC), a leading provider of Rapid 3-D Printing, Prototyping and Manufacturing solutions, today announced that it has reached an agreement to purchase its new 80,000-square-foot global headquarters and research and development facility in Rock Hill, S.C. Previously, the company intended to lease this built-to-suit facility for a period of 15 years.
On December 18, 2006, 3D Systems agreed to purchase its new global headquarters for a purchase price of $10,048,000, which price is subject to certain credits and adjustments. Pursuant to the purchase contract, 3D Systems made an initial earnest money deposit on December 18, 2006, in the amount of $301,440 and is obligated to make an additional earnest money deposit on January 2, 2007, in the amount of $703,360. 3D Systems has the right to terminate the purchase contract on or before January 2, 2007, and unless it does so, subject to certain circumstances set forth in the purchase contract, the earnest money deposits will become non-refundable. Subject to certain customary conditions, 3D Systems expects to close the purchase of its new facility on or before January 31, 2007. In the event that the purchase of the building does not occur, 3D Systems expects to continue to lease it under the lease that is currently in effect.
3D Systems also executed a third amendment to the lease that the company signed in February 2006. This amendment provides that 3D Systems will pay a monthly amount of $53,940 representing the landlords carrying costs commencing on November 22, 2006 and expiring upon the closing of the
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purchase of the facility. The amendment also obligates 3D Systems to pay an additional $180,875 of the costs of the completion of the facility.
We are pleased to share with our customers and partners that we have taken another significant step in our long-term commitment to the greater Rock Hill and York County areas by entering into an agreement to purchase our new global headquarters, said Abe Reichental, 3D Systems president and chief executive officer. After the effective consolidation of our activities and a month of successful operations, we are excited to have the opportunity to undertake the ownership of this world-class facility. We believe that our investments in leading-edge infrastructure exemplified by this new facility and advanced tools and capabilities will go a long way toward enhancing the service we provide to our customers and improve our long-term operating efficiencies.
3D Systems new facility is located in Rock Hills Waterford Business Park, just 25 miles south of Charlotte, N.C. In keeping with its commitment to leadership through technology, the company dedicated about half the square footage of the facility to high-tech research and development laboratories and a state-of-the-art 18,000-square-foot Rapid Manufacturing Center (RMC), featuring 3D Systems comprehensive Rapid Prototyping, Rapid Manufacturing and 3-D Printing systems and solutions.
To bolster interaction and creativity, 3D Systems created inviting meeting areas to encourage informal communication and large, open, flexible and mobile work spaces with an organic neighborhood feeling throughout the building.
We have achieved our goal to design and build an open, modern facility that is conducive to creativity, innovation, communication and teamwork, continued Reichental. We have created an environment that promotes interaction among our 3D Systems team members and our customers and also showcases our technology to all our customers, suppliers, investors and prospective employees.
3D Systems plans to celebrate the opening of its new global headquarters with the local business community, customers, stockholders, the general public, family and friends from January 17 through January 20, 2007.
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Forward-Looking Statements
Certain statements made in this release that are not statements of historical or current facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements in the conditional or future tenses or that include terms such as believes, belief, expects, estimates, intends, anticipates or plans to be uncertain and forward-looking. Forward-looking statements may include comments as to the companys beliefs and expectations as to future events and trends affecting its business and expectations, including matters relating to the proposed restatements of the companys financial statements and related matters described herein, and are necessarily subject to uncertainties, many of which are outside the control of the company. The factors described under the headings Forward-Looking Statements, Cautionary Statements and Risk Factors, and Risk Factors in the companys periodic filings with the Securities and Exchange Commission, as well as other factors, could cause actual results to differ materially from those reflected or predicted in forward-looking statements.
About 3D Systems Corporation
3D Systems is a leading provider of Rapid 3-D Printing, Prototyping and Manufacturing solutions. Its systems and materials reduce the time and cost of designing products and facilitate direct and indirect manufacturing by creating actual parts directly from digital input. These solutions are used for design communication and prototyping as well as for production of functional end-use parts: Transform your products.
More information on the company is available at www.3dsystems.com, or via email at moreinfo@3dsystems.com.
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