As filed with the Securities and Exchange
Commission on May 29, 2020
Registration No. 333-
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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3D SYSTEMS
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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95-4431352
(I.R.S. Employer
Identification No.)
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333 Three D Systems Circle
Rock Hill, South Carolina
(Address of Principal Executive Offices)
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29730
(Zip Code)
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___________
2015 Incentive
Plan of 3D Systems Corporation
(Full title of the plan)
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Andrew M. Johnson, Esq.
Executive Vice President, Chief Legal
Officer and Secretary
3D Systems Corporation
333 Three D Systems Circle
Rock Hill, South Carolina 29730
(Name and address of agent for service)
(803) 326-3900
(Telephone number, including area code,
of agent for service)
___________
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
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CALCULATION OF REGISTRATION FEE
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Title of securities to be registered
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Amount to be registered(1)
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Proposed maximum offering price per share(2)
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Proposed maximum aggregate offering price
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Amount of registration fee
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Common Stock, par value $0.001 per share
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4,860,000 shares
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$7.60
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$36,936,000.00
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$4,794.30
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(1) The
4,860,000 shares of common stock, par value $0.001 per share (“Common Stock”), being registered hereunder are reserved
for issuance pursuant to the Amended and Restated 2015 Incentive Plan of 3D Systems Corporation (the “Plan”). Pursuant
to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers
an indeterminate number of additional shares that may be offered and issued pursuant to the Plan as a result of a stock split,
stock dividend, recapitalization or other similar transaction.
(2) Estimated
solely for the purpose of calculating the total registration fee in accordance with Rules 457(h) and 457(c) under the Securities
Act, based upon the average of the high and low prices of the Common Stock, as reported on the New York Stock Exchange on May 26,
2020.
EXPLANATORY NOTE
On May 19, 2015, 3D Systems Corporation (the “Registrant”)
filed a Registration Statement on Form S-8 (Registration No. 333-204305) (the “2015 Registration Statement”) with the
Securities and Exchange Commission (the “Commission”) to register 6,300,000 shares of Common Stock for issuance under
the Plan. On July 11, 2017 the Registrant filed a Registration Statement on Form S-8 (Registration No. 333-219222) (together with
the 2015 Registration Statement, the “Prior Registration Statements”) with the Commission to register an additional
7,140,011 shares of Common Stock for issuance under the Plan in connection with an amendment and restatement of the Plan.
This Registration Statement registers an additional 4,860,000
shares of Common Stock for issuance under the Plan in connection with a further amendment and restatement of the Plan, which was
approved by the stockholders of the Registrant on May 19, 2020.
Accordingly, and pursuant to General Instruction E to Form S-8,
the contents of the Prior Registration Statements are incorporated by reference herein.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The Registrant hereby incorporates by reference
into this Registration Statement the following documents previously filed with the Commission:
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a)
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the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the Commission on February
26, 2020 (including portions of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on
April 7, 2020, incorporated by reference in such Annual Report on Form 10-K);
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b)
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the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 as filed with the Commission on May
6, 2020;
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c)
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the Registrant’s Current Reports on Form 8-K, filed with the Commission on February 6, 2020 (Item 5.02 only), April 7,
2020, May 14, 2020 (Item 5.02 only) and May 20, 2020; and
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d)
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the description of the Registrant’s Common Stock contained in Exhibit 4.2 to the Registrant’s Annual Report on
Form 10-K for the year ended December 31, 2019, including any subsequent amendment or any report subsequently filed for the purpose
of updating such description.
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All reports and other documents filed pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and prior
to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters
all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be
a part hereof from the date of filing of such documents.
Any document and any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is incorporated
or deemed to be incorporated by reference herein, modifies or supersedes such document or statement. Any such document or statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Nothing in this Registration Statement shall be deemed to incorporate
documents or information furnished but not filed with the Commission pursuant to Item 2.02 or Item 7.01 of Form 8-K.
The following are filed as exhibits to this Registration Statement:
* filed herewith
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Rock Hill, State of South Carolina, on May 29, 2020.
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3D SYSTEMS CORPORATION
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By:
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/s/ JEFFREY A. GRAVES
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Name:
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Jeffrey A. Graves
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Title:
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Chief Executive Officer and President
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints each of Jeffrey A. Graves and Andrew M. Johnson, or either of
them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with
the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,
or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 29, 2020.
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Signature
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Title
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/s/ JEFFREY
A. GRAVES
Jeffrey A. Graves
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Chief Executive Officer and President
(Principal Executive Officer)
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/s/ WAYNE PENSKY
Wayne Pensky
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Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
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/s/ CHARLES G. MCCLURE,
JR.
Charles G. McClure, Jr.
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Chairman of the Board of Directors
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/s/ MALISSIA R. CLINTON
Malissia R. Clinton
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Director
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/s/ WILLIAM E. CURRAN
William E. Curran
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Director
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/s/ THOMAS ERICKSON
Thomas Erickson
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Director
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/s/ CHARLES W. HULL
Charles W. Hull
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Executive Vice President, Chief Technology
Officer and Director
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/s/ WILLIAM D. HUMES
William D. Humes
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Director
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/s/ JIM D. KEVER
Jim D. Kever
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Director
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/s/ KEVIN S. MOORE
Kevin S. Moore
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Director
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/s/ JOHN J. TRACY
John J. Tracy
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Director
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/s/ JEFFREY WADSWORTH
Jeffrey Wadsworth
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Director
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Exhibit 5
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Hunton AndrEws Kurth LLP
File No: 076759.0000060
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May 29, 2020
3D Systems Corporation
333 Three D Systems Circle
Rock Hill, South Carolina
3D Systems Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to 3D Systems Corporation, a Delaware
corporation (the “Company”), in connection with the preparation and filing by the Company of a Registration Statement
on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”)
on the date hereof pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement
relates to the registration of 4,860,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”),
issuable under the Company’s Amended and Restated 2015 Incentive Plan (the “Plan”).
This opinion letter is being furnished in accordance with the requirements
of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
In connection with this opinion letter, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company, certificates of
public officials and officers of the Company and such other documents, certificates and records as we have deemed necessary to
render the opinions set forth herein, including, among other things, (i) the Company’s Certificate of Incorporation, as amended
through the date hereof, (ii) the Company’s Amended and Restated By-Laws, as amended through the date hereof, (iii) the Plan,
(iv) the Registration Statement, (v) resolutions of the Company’s Board of Directors approving the Plan and authorizing the
registration and issuance of the Shares and (vii) a certificate issued by the Secretary of State of the State of Delaware on the
date hereof to the effect that the Company is existing under the laws of the State of Delaware and in good standing (the “Good
Standing Certificate”).
For purposes of the opinions expressed below, we have assumed (i)
the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authenticity of all documents submitted
to us as originals, (iv) the conformity to authentic original documents of all documents submitted to us as certified, electronic
or photostatic copies and (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding
effect and enforceability thereof on such parties (other than the authorization, execution and delivery of certain documents by
the Company).
ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI
HOUSTON LONDON
LOS ANGELES MIAMI NEW YORK NORFOLK RICHMOND SAN FRANCISCO THE WOODLANDS
TYSONS WASHINGTON, DC
www.HuntonAK.com
3D Systems Corporation
May 29, 2020
Page 2
As to factual matters, we have relied upon, and assumed the accuracy
of, representations included in the documents submitted to us, upon certificates of officers of the Company and upon certificates
of public officials. Except as otherwise expressly indicated, we have not undertaken any independent investigation of factual matters.
Based upon the foregoing and such other information and documents
as we have considered necessary for the purposes hereof, and subject to the assumptions, qualifications and limitations stated
herein, we are of the opinion that:
1.
The Company is a corporation validly existing and in good standing under the laws of the State of Delaware.
2.
The Shares have been duly authorized and, when and to the extent issued in accordance with the terms of the Plan and any
award agreement entered into under the Plan, the Shares will be validly issued, fully paid and nonassessable.
The opinions expressed above are limited to the General Corporation
Law of the State of Delaware in effect on the date hereof. We do not express any opinion as to the laws of any other jurisdiction.
The opinion set forth in paragraph 1 above as to the valid existence
and good standing of the Company is based solely upon our review of the Good Standing Certificate.
We hereby consent to the filing of this opinion letter with the Commission
as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
This opinion letter is rendered as of the date hereof, and we disclaim
any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and
that may alter, affect or modify the opinion expressed herein. This opinion letter is expressly limited to the matters set forth
above and we render no opinion, whether by implication or otherwise, as to any matters beyond the matters expressly set forth herein.
Very truly yours,
/s/ Hunton Andrews Kurth LLP