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 7, 2011
 
3D SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-34220
 
95-4431352
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
333 Three D Systems Circle
Rock Hill, South Carolina
 
29730
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant’s telephone number, including area code:   (803) 326-3900
 
N/A
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

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

On October 7, 2011, the stockholders of 3D Systems Corporation (the “Company”) approved an amendment to its Certificate of Incorporation to increase the authorized shares of the Company’s Common Stock from 60 million to 120 million shares.

This description of the amendment to the Certificate of Incorporation, which was filed in Delaware following the Special Meeting discussed below, is qualified in its entirety by reference to the complete text of the Certificate of Amendment of Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1.

Item 5.07.  Submission of Matters to a Vote of Security Holders.

On October 7, 2011, the Company held a Special Meeting of Stockholders (the “Special Meeting”).  At the Special Meeting, the Company’s stockholders approved an amendment to its Certificate of Incorporation to increase its authorized shares of Common Stock to 120 million shares.

A total of 46,609,890 shares of Common Stock were present in person or represented by proxy at the Special Meeting, consisting of approximately 92% of the voting power of the Company entitled to vote.

The Company’s stockholders approved the proposal listed below, which proposal is described in detail in the Company’s definitive proxy statement for the Special Meeting that was filed with the Securities and Exchange Commission (“SEC”) on August 26, 2011.  The final vote on the proposal presented at the Special Meeting is as follows:

Proposal One:

Amendment to Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 60,000,000 to 120,000,000 shares was approved by the following vote:

Votes
For
 
Votes
Against
 
 
Abstentions
41,562,814
 
4,702,702
 
344,374
 
Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

 
3.1 
Certificate of Amendment of Certificate of Incorporation
 
99.1 
Press Release dated October 7, 2011

 
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
3D SYSTEMS CORPORATION
Date: October 7, 2011
   
   
By:         /s/ Robert M. Grace, Jr.
   
(Signature)
     
   
Name:     Robert M. Grace, Jr.
   
Title:        Vice President, General Counsel and
Secretary
 
 

 
 
 

 
EXHIBIT INDEX


Exhibit No.
 
Exhibit Description
     
3.1
 
Certificate of Amendment to Certificate of Incorporation
99.1
 
Press Release dated October 7, 2011

EXHIBIT 3.1
 
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

3D Systems Corporation (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware ("DGCL"), does hereby certify that:
 
FIRST:                      At a meeting of the Board of Directors of the Corporation (the "Board"), the terms and provisions of this Certificate of Amendment were duly approved by the Board by the adoption of resolutions setting forth the amendments contained herein, declaring such amendments to be advisable and authorizing submission of such amendments to the stockholders of the Corporation for approval at a special meeting of stockholders.
 
SECOND:                 Pursuant to resolution of the Board, the special meeting of stockholders of the Corporation was duly called and held on October 7, 2011 upon notice in accordance with Section 222 of the DGCL at which meeting the necessary number of shares as required by statute were voted in favor of the amendments to the Corporation's Certificate of Incorporation set forth herein.
 
THIRD:                     The first paragraph of Article FOURTH of the Certificate of Incorporation is hereby amended and restated as follows:
 
" FOURTH :                      The aggregate number of shares which the Corporation has authority to issue is 125,000,000, consisting of 120,000,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”), and 5,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).
 
FOURTH:                 This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
 
FIFTH:                      This Certificate of Amendment shall be effective on the date on which it is accepted for filing by the Secretary of State of the State of Delaware.
 
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this 7th day of October, 2011.
 
 
3D SYSTEMS CORPORATION ,
a Delaware corporation
   
   
 
By: /s/ Robert M. Grace, Jr.
Name: Robert M. Grace, Jr.
Title: Vice President, General Counsel and Secretary

EXHIBIT 99.1

3D Systems Stockholders Approve Increase in Authorized Shares of Common Stock

ROCK HILL, S.C., Oct. 7, 2011 (GLOBE NEWSWIRE) -- 3D Systems Corporation (NYSE:DDD) today announced that, at a special meeting held today, its stockholders approved an amendment to its Certificate of Incorporation to increase the authorized number of shares of Common Stock from 60,000,000 to 120,000,000. 

 "We are grateful to our stockholders for their support," said Abe Reichental, President and Chief Executive Officer, 3D Systems. "This increase in our authorized shares restores our flexibility to use newly issued shares of our common stock for appropriate corporate purposes."

About 3D Systems Corporation

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

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

To experience 3D Systems' entire range of 3D content-to-print products and services please visit www.printin3D.com, www.production3dprinters.com, www.toptobottomdental.com, www.quickparts.com, www.3Dproparts.com, www.alibre.com, www.bitsfrombytes.com, www.botmill.com, www.The3dStudio.com, www.freedomofcreation.com, www.sycode.com, blog.3dsystems.com, or via email at moreinfo@3Dsystems.com.

The 3D Systems Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4537

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

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