UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Act of 1934
(Amendment No. 4)
3D System Corp.
(Name of Issuer)
Common
(Title of Class of Securities)
88554D205
(CUSIP Number)
123104
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
Rule 13d-1(b) [x ]
Rule 13d-1(cc) [ ]
Rule 12d-1(d) [ ]
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
88554D205
CUSIP NO.
1. Name of Reporting Person: Daruma Asset Management, Inc.
Social Security No. or I.R.S. Identification Nos. of above
persons (entities only): 13-3831899
2. Check the Appropriate Box if a Member of a Group
(See Instructions) not applicable
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization New York
Number of 5. Sole Voting Power See Item 4 & Exhibit A
Shares Bene- 6. Shared Voting Power See Item 4 & Exhibit A
Ficially by 7. Sole Dispositive Power See Item 4 & Exhibit A
Owned by Each 8. Shared Dispositive Power See Item 4 & Exhibit A
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting
Person 1,351,900 (See Item 4 & Exhibit A)
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 10.1 %
(See Item 4 & Exhibit A)
12. Type of Reporting Person (See Instructions) IA
1.Name of Reporting Person: Mariko O. Gordon
Social Security No. or I.R.S. Identification Nos.
of above persons (entities only):
2.Check the Appropriate Box if a Member of a Group
(See Instructions) not applicable
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization U.S.A.
Number of 5. Sole Voting Power See Item 4 & Exhibit A
Shares Bene- 6. Shared Voting Power See Item 4 & Exhibit A
Ficially by 7. Sole Dispositive Power See Item 4 & Exhibit A
Owned by Each 8. Shared Dispositive Power See Item 4 & Exhibit A
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,351,900 (See Item 4 & Exhibit A)
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 10.1%
(See Item 4 & Exhibit A)
12. Type of Reporting Person (See Instructions) HC
Item 1
(a) Name of Issuer
3D Systems Corporation
(b) Address of Issuer's Executive Offices:
26081 Avenue Hall
Valencia, CA 91355
Item 2
(a) Name of Person Filing
(i) Daruma Asset Management, Inc.
(ii) Mariko O. Gordon
(b) Address of Principal Office
(i) & (ii): 80 West 40th Street, 9th Floor
New York, NY 10018
(c) Citizenship: (i) New York (ii) U.S.A.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: (i)
(ii) not applicable
Item 3. If this Statement is filed pursuant to ?240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is an:
(i) Daruma Asset Management, Inc.:
(d) An Investment Adviser in accordance with ?240.13d-1(b)(1)(ii)(E)
(ii) Mariko O. Gordon
(g) A control person in accordance with ?240.13d-1(ii)(G)
Item 4: Ownership:
The securities covered by this statement are beneficially owned by one
or more investment advisory clients whose accounts are managed by Daruma
Asset Management, Inc. ("Daruma"). The investment advisory contracts
relating to such accounts grant to Daruma sole investment and/or voting
power over the securities owned by such accounts. Therefore Daruma may
be deemed to be the beneficial owner of the securities covered by this
statement for purposes of Rule 13d-3 ("Rule 13d-3") under the Securities
Act of 1934 (the "1934 Act").
Mariko O. Gordon (the "Principal Shareholder") owns in
excess of 50% of the outstanding voting stock and is the president
of Daruma. The Principal Shareholder may be deemed to be the beneficial
owner of securities held by persons and entities advised by Daruma for
purposes of Rule 13d-3.
Daruma and the Principal Shareholder each disclaims beneficial ownership
in any of the securities covered by this statement. Daruma and the Principal
Shareholder are of the view that they are not acting as a "group" for purposes
of Section 13(d) under the 1934 Act and that they are not otherwise required
to attribute to each other the "beneficial ownership" of securities held by
any of them or by any persons or entities advised by Daruma.
(a) Amount beneficially owned: 1,351,900 (See Item 4 & Exhibit A)
(b) Percent of Class: 10.1 (See Item 4 & Exhibit A)
(c) Powers Number of Shares
(i)Sole power to vote or to direct the vote 604,300
(See Item 4 & Exhibit A)
(ii)Shared power to vote or to direct the vote 0
(iii)Sole power to dispose or to direct disposition 1,351,900
(See Item 4 & Exhibit A)
(iv)Shared power to dispose or to direct disposition 0
Item 5. Ownership of 5% or less of a class
Not applicable
Item 6. Ownership of more than 5% on behalf of Another Person:
Investment advisory clients of Daruma Asset Management, Inc. have
the right to receive dividends from as well as the proceeds from the sale of
securities covered by this statement.
Item 7. Identification and Classification of the Subsidiary which
acquired the Security being reported on by the ultimate parent company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below, we certify to the best of our knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having such
purpose or effect. This report shall not be construed as an admission
by the persons filing the report that they are beneficial owners
of any of the securities covered by this report.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2005
DARUMA ASSET MANAGEMENT, INC.
/s/Kim Williams
By: Kim Williams
Compliance Officer
/s/Mariko O. Gordon
Mariko O. Gordon
By: President
EXHIBIT A
Daruma Asset Management, Inc. ("Daruma") presently holds 1,351,900 shares
of 3D Systems Corp. (the "Issuer") common stock.
Daruma has sole investment discretion over 1,351,900 and sole voting
discretion over 604,300 shares, which are held for the benefit of its clients
by its separate managed investment advisory accounts.
The shares were acquired in the ordinary course of business, and not with the
purpose or effect of changing or influencing control of the Issuer. The filing
of this statement should not be construed as an admission that Daruma is, for
the purposes of Sections 13 or 16 of the Securities Exchange Act of 1934,
the beneficial owner of these shares.
EXHIBIT B
Joint Filing Agreement
In accordance with Rule 13d-1(f)(f) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agrees to the joint filing with each other
of the foregoing statement on Schedule 13G and to all amendments thereto and
that such statement and each amendment to such statement is made on behalf of
each of them.
IN WITNESS WHEREOF, the undersigned hereby agree to execute this Agreement
on February 14, 2005.
DARUMA ASSET MANAGEMENT, INC.
By: /s/Kim Williams
Kim Williams, Compliance Officer
/s/Mariko O. Gordon
MARIKO O. GORDON, President