e424b5
The
information in this preliminary prospectus is not complete and
may be changed. This preliminary prospectus supplement and the
accompanying prospectus are not an offer to sell these
securities and are not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not
permitted.
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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-172591
Subject to Completion, dated
March 3, 2011
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 3,
2011)
2,040,000 Shares
3D Systems
Corporation
Common Stock
This is an offering of 2,040,000 shares of common stock of
3D Systems Corporation. We are offering 1,300,000 shares of
our common stock and the selling stockholders identified in this
prospectus supplement are offering 740,000 shares. We will
not receive any proceeds from the sale of shares held by the
selling stockholders.
Our common stock trades on the NASDAQ Global Market under the
symbol TDSC. The last reported trading price of our
stock on March 2, 2011 was $47.68.
Investing in our common stock involves risks. See Risk
Factors beginning on
page S-15
of this prospectus supplement and in our Annual Report on
Form 10-K
for the year ended December 31, 2010 (the
Form 10-K),
which is incorporated herein by reference.
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Per Share
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Total
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Price to the public
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$
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$
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Underwriting discounts and commissions
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$
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$
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Proceeds to 3D Systems Corporation (before expenses)
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$
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$
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Proceeds to the selling stockholders (before expenses)
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$
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$
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We and the selling stockholders have granted the underwriters an
option to purchase, on a pro rata basis, 195,000 and 111,000
additional shares of common stock, respectively, on the same
terms and conditions set forth above if the underwriters sell
more than 2,040,000 shares of common stock. If this option
is exercised in full, we will receive approximately
$ million of additional
proceeds, before expenses, and the selling stockholders will
receive approximately
$ million of additional
proceeds, before expenses.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus supplement. Any representation to the contrary is a
criminal offense.
Barclays Capital, on behalf of the underwriters, expects to
deliver the shares on or about March , 2011.
Barclays Capital
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Canaccord
Genuity |
Needham & Company, LLC |
Prospectus Supplement dated March , 2011
TABLE OF
CONTENTS
Prospectus
Supplement
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S-3
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S-4
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S-6
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S-15
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S-16
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S-17
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S-18
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S-20
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S-21
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S-23
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S-27
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S-34
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S-34
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S-34
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Prospectus
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About This Prospectus
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2
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Incorporation of Certain Documents by Reference
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2
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Where You Can Find More Information
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3
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Special Note Regarding Forward-Looking Statements
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3
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Our Company
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5
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Risk Factors
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6
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Use of Proceeds
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6
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Ratio of Earnings to Fixed Charges
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6
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Descriptions of Securities We May Offer
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7
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Description of Capital Stock
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7
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Description of Debt Securities
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12
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Description of Warrants
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22
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Description of Units
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24
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Global Securities
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24
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Selling Stockholders
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25
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Plan of Distribution
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26
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Legal Matters
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28
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Experts
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29
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S-2
You should rely only on the information contained or
incorporated by reference in this prospectus supplement, the
accompanying prospectus and any issuer free writing prospectus.
Neither we, the selling stockholders nor the underwriters have
authorized any other person to provide you with different
information. If anyone provides you with different or
inconsistent information, you should not rely on it. Neither we,
the selling stockholders, nor the underwriters are making an
offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the
information appearing in this prospectus supplement, the
accompanying prospectus, the documents incorporated by reference
in this prospectus supplement and in any issuer free writing
prospectus, is accurate only as of the respective dates of those
materials. Our business, financial condition, results of
operations and prospects may have changed since those dates.
ABOUT THIS
PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus
supplement, which describes the terms of the offering of common
stock and also adds to and updates information contained in the
accompanying prospectus as well as the documents incorporated by
reference into this prospectus supplement and the accompanying
prospectus. The second part, the accompanying prospectus, gives
more general information about securities we or our selling
stockholders may offer from time to time, some of which does not
apply to the common stock we are offering. This prospectus
supplement incorporates by reference important business and
financial information about us that is not included in or
delivered with this prospectus supplement. To the extent any
inconsistency or conflict exists between the information
included or incorporated by reference in this prospectus
supplement and the information included in the accompanying
prospectus, the information included or incorporated by
reference in this prospectus supplement updates and supersedes
the information in the accompanying prospectus.
Unless the context requires otherwise, the terms we,
us, and our refer to 3D Systems
Corporation and its subsidiaries.
S-3
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made in this prospectus supplement and the
accompanying prospectus 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 our actual
results, performance or achievements to be materially different
from historical results or from any future results expressed or
implied by such forward-looking statements. Certain of these
risks and uncertainties are discussed under the heading
Risk Factors in this prospectus supplement and in
the
Form 10-K.
All forward-looking statements should be read with caution.
In addition to statements that explicitly describe such risks
and uncertainties, you are urged to consider statements in
future or conditional tenses or that include terms such as
believes, belief, expects,
intends, anticipates or
plans to be uncertain and forward-looking.
Forward-looking statements may include statements as to our
beliefs and expectations as to future events and trends
affecting our business. Forward-looking statements are based
upon our current expectations concerning future events and
trends and are necessarily subject to uncertainties, many of
which are outside of our control. The factors incorporated by
reference under the heading Risk Factors in this
prospectus supplement and those described in the
Form 10-K,
as well as other factors, could cause actual results to differ
materially from those reflected or predicted in forward-looking
statements. Factors that could cause actual results or outcomes
to differ from the results expressed or implied by
forward-looking statements include, among other things:
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the effect of global economic, political and social conditions
on our ability to do business, our costs and our stock price;
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costs incurred from enforcing or acquiring intellectual property
rights and defending against third party claims as a result of
litigation or other proceedings;
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future strategic acquisitions and our ability to realize the
anticipated benefits of past or future acquisitions and the
affect of integration of acquisitions on our business and
management;
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our ability to generate net cash flow from operations and to
raise additional capital;
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quarterly fluctuations in our gross margins caused by the
variety of products we sell, which could cause fluctuations in
operating income or loss and net income or loss;
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our ability to deliver products that meet changing technology
and customer needs;
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the risks of doing business outside the U.S.;
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the effect of competition on our revenue and gross profit
margins, as well as its affect on sales prices or our marketing
or production costs;
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our dependence on a limited number of suppliers for components
and
sub-assemblies
used in our 3D printers and for raw materials used in our print
materials;
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risks related to energy-related expenses;
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the effect of product liability claims on managements time
and attention and the potential damage to our business
reputation;
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the historically low daily trading volume and high volatility of
our common stock;
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potential dilution of our common stock;
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the ability of our board of directors to issue preferred stock;
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the effect stockholders rights plan on potential takeover
bids and the market price of our common stock;
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S-4
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the effect of Delaware law on potential changes in control and
the ability of our stockholders to receive a premium on the
prevailing market price of our common stock in the event of an
attempted hostile takeover;
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potential write-offs in the event of an impairment of certain of
our intangible assets and the effect of such write-offs on our
future earnings, stock price, ability to obtain financing and
customer relationships; and
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the effect of changes in, or interpretation of, tax rules and
regulations on our effective tax rate and future profitability.
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If one or more of these or other risks or uncertainties
materialize, or if our underlying assumptions prove to be
incorrect, actual results may vary materially from those
reflected in or suggested by forward-looking statements. Any
forward-looking statement you read in this prospectus and any
accompanying prospectus supplement reflects our views with
respect to future events and is subject to these and other
risks, uncertainties and assumptions relating to our operations,
results of operations, growth strategy and liquidity.
Any forward-looking statements are based on our beliefs and
assumptions, using information currently available to us. Except
as required by law, we undertake no obligation to revise or
publicly release the results of any revision to any
forward-looking statements. You are advised, however, to consult
any additional disclosures we make in our periodic reports to
the Securities and Exchange Commission (the
Commission). All subsequent written and oral
forward-looking statements attributable to us or persons acting
on our behalf are expressly qualified in their entirety by the
cautionary statements contained in this prospectus supplement
and the
Form 10-K.
S-5
PROSPECTUS
SUPPLEMENT SUMMARY
The following summary is qualified in its entirety by the
more detailed information appearing elsewhere in this prospectus
supplement, the accompanying prospectus, the financial
statements and other documents incorporated by reference and any
related free writing prospectus. You should carefully read the
Risk Factors sections that are contained in this
prospectus supplement, the accompanying prospectus and the
Form 10-K
to determine whether an investment in our common stock is
appropriate for you. Unless the context otherwise requires,
references to we, us, our,
3D Systems or the Company refer to 3D
Systems Corporation and its subsidiaries.
Our
Company
We are a leading global provider of three-dimensional
(3D)
content-to-print
solutions including 3D personal, professional and production 3D
printers, print materials and custom parts services. Our 3D
content-to-print
solutions are used by our customers as an alternative to or to
complement traditional
design-to-manufacturing
solutions including two-dimensional (2D) plotters
and wide-format printers, CNC machining centers and a wide
variety of other traditional machine-tool and molding
alternatives. Our solutions enable complex 3D plastic or metal
parts to be produced directly from 3D digital data without
tooling. With our
3Dpropartstm
service, which we introduced in late 2009, and our recently
acquired
Quickparts®
service, we also supply a wide variety of custom-made plastic
and metal parts as well as assembly and production jigs,
fixtures and casting patterns in different finishes and colors
to our customers through a growing network of custom parts
service locations in the United States and Europe.
Customers use our proprietary
content-to-print
solutions to produce physical objects from digital data that was
created using commonly available computer-aided design software,
often referred to as CAD software, or other digital-capture
devices such as scanners. The ability to print functional parts
from digital data enables our customers to harness complete
freedom of geometrical creation to design and build detailed
prototypes or production parts quickly and efficiently without a
significant investment in expensive tooling, greatly reducing
the time and cost required to produce prototypes or to customize
production parts.
Our printers utilize a wide range of proprietary print materials
that we develop, blend and market to print real parts. Our print
materials are designed to mimic the performance of specific
engineered plastics, composites and metals. We augment and
complement our own portfolio of print materials with materials
that we purchase from third parties under private label and
distribution arrangements. We also provide our customers a
comprehensive suite of proprietary software tools that are
embedded within our printers and pre-sale and post-sale
services, ranging from applications development and custom
engineered production solutions to installation, warranty and
maintenance services. We derive recurring revenue from our sales
of materials and services, which together comprised
approximately 66% of revenue in 2010.
We continue to develop new products and services and have
expanded our technology platform through internal development
efforts, through relationships with third parties and through
acquisitions. We maintain ongoing product development programs
that are focused on providing our customers with an expanded
portfolio of 3D
content-to-print
solutions targeting their entire
design-to-manufacturing
requirements from design communication and rapid prototyping
services to
on-site
office, model-shop and production floor printers. We are
focusing on developing a comprehensive menu of affordable to own
and operate 3D printing solutions that successfully address
applications in the education, transportation, recreation,
healthcare and consumer products marketplaces, which we believe
represent significant growth opportunities for our business.
We operate in North America, Europe and the Asia-Pacific region,
and distribute our products and services in those areas as well
as to other parts of the world. We intend to expand into
additional geographic areas where we identify a need for our
products and services. More than 50% of our revenue has been
derived from countries outside the U.S. during each of the
past three years.
S-6
We derive our consolidated revenue primarily from the sale of
our printers, the sale of the related print materials and the
sale of services, including revenue from our
3Dpropartstm
and
Quickparts®
services. For 2010, our revenue was $159.9 million, an
increase of 41.7% over our $112.8 million of revenue in
2009. These results reflect higher sales across all revenue
categories driven by growth in demand for our 3D printers from a
continued global economic recovery, favorable impact and market
acceptance of several of our new printers, increased print
material sales from a growing installed base and higher service
revenue. Our 2010 operating results included 27%
year-over-year
organic growth and higher service revenue from our
3Dpropartstm
services that came primarily from acquisitions. Our gross profit
increased by 48.8% in 2010 to $74.0 million from
$49.7 million in 2009, driven by increased sales and higher
margins. Our gross profit margin percentage improved to 46.3% in
2010 from 44.1% in 2009 as we benefited from higher overhead
absorption and the continued favorable impact of our margin
expansion initiatives. As of December 31, 2010, our
unrestricted cash and cash equivalents balance was
$37.3 million, an increase of $12.4 million from 2009,
and we had no outstanding debt on our balance sheet.
Recent
Developments
On February 22, 2011, we acquired Quickparts.com, Inc., a
leading custom parts services company based in Atlanta, Georgia
with 2010 annual revenue of approximately $25 million.
Quickparts is dedicated to providing its customers with
e-commerce
procurement and delivery services. We plan to operate Quickparts
and our own
3Dpropartstm
service as independent brands within our growing custom additive
and subtractive parts services portfolio.
Our
Business
Our extensive portfolio of 3D
content-to-print
solutions is based on six unique print engines that employ
proprietary, additive layer printing processes designed to meet
our customers most demanding design, prototyping, testing,
tooling, and production requirements. Our principal print
engines include stereolithography
(SLA®)
printers, selective laser sintering
(SLS®)
printers, multi-jet modeling (MJM) printers, film
transfer imaging (FTI) printers, selective laser
melting (SLM) printers and plastic jet printers
(PJP). We believe that our 3D
content-to-print
solutions and services enable our customers to develop and
manufacture better quality, higher functionality, new and
existing products faster and more economically than traditional
methods.
Our portfolio of
content-to-print
solutions can be used for a diverse and growing variety of
applications. For example, in rapid manufacturing applications,
our printers are used to manufacture end-use parts that have the
appearance and performance of high-quality injection-molded
parts. Customers who adopt our rapid manufacturing solutions
avoid the significant costs of complex
set-ups and
changeovers and eliminate the costs and lead times associated
with conventional tooling methods or labor intensive
craftsmanship. Rapid manufacturing enables our customers to
produce optimized designs because they can design for function,
unconstrained by traditional design and manufacturing
considerations.
In communication and design applications, our printers are used
to augment and complement 2D wide-format plotters and printers
to produce 3D objects, primarily for visualizing and
communicating concepts, various design applications and other
applications, including supply chain management and functional
models.
In rapid prototyping applications, our printers are used to
quickly and efficiently generate product-concept models,
functional prototypes to test form, fit and function, master
patterns and expendable patterns for urethane and investment
casting that are often used for evaluating product designs and
short-run production.
We track our revenue in the following three product groups:
printers and related products, materials and services.
S-7
Printers
(34.2% of 2010 Revenue)
All of our 3D printers use one of the above-mentioned print
engines:
SLA®,
SLS®,
SLM, MJM, FTI or PJP. Our 3D printers convert data input from
CAD software or 3D scanning and sculpting devices to printed
plastic or metal parts using our proprietary engineered plastic,
metal and composite print materials.
Customers use our production printers
(SLA®,
SLS®,
SLM) to produce highly accurate geometries
and/or very
durable parts for applications in various industries, including
aerospace, automotive, and healthcare solutions. Our production
printers range in price from $250,000 to $950,000.
Our professional printers (MJM print engine) are used in
engineering and design environments for product development,
marketing communication, within engineering schools and other
educational institutions, and for custom manufacturing of
jewelry and dental crowns, bridges and partial restorations. Our
professional printers range in price from $49,000 to $199,000.
Customers use our personal 3D printer solutions to print
ready-to-use
functional parts within hours at home, school or office
workstations. These kits and printers enable designers,
engineers, hobbyists, do it yourselfers and students to imagine,
design and print their ideas at their desks. Our
V-Flash®
and Bits From
Bytestm
(BfBtm)
personal printers utilize FTI and PJP technologies,
respectively. Our personal printers range in price from $1,300
to $9,900.
Personal and professional printers represented our fastest
growing category in 2010. Revenue from all printers and other
products increased by $24.2 million, or 79.3%, to
$54.7 million in 2010 from $30.5 million for 2009 and
increased to 34.2% of consolidated revenue in 2010 from 27.0% in
2009.
Materials
(36.6% of 2010 Revenue)
As part of our expertly integrated solutions approach, we blend,
market, sell and distribute consumable, engineered plastic and
metal materials and composites under several leading brand names
for use in all our printers. We market our
SLA®
materials under the
Accura®
brand, our
SLS®
materials under the
DuraForm®,
CastFormtm
and
LaserFormtm
brands, and materials for our professional printers under the
VisiJet®
brand. We augment and complement our own portfolio of print
materials with materials that we purchase from third parties
under private label and distribution arrangements.
Revenue from materials increased by $8.1 million, or 16.2%,
to $58.4 million in 2010 from $50.3 million for 2009
and decreased to 36.6% of consolidated revenue in 2010 from
44.6% in 2009.
Services
(29.2% of 2010 Revenue)
We provide our customers with a comprehensive suite of
proprietary software tools that are embedded within our printers
and pre-sale and post-sale services, ranging from applications
development to installation, custom engineering service for
manufacturing applications as well as warranty and maintenance
services. We also provide a comprehensive suite of custom parts
services through our
3Dpropartstm
and recently acquired
Quickparts®
global network of fulfillment facilities.
3Dpropartstm
and Quickparts are two leading custom parts service brands that
offer a broad range of precision plastic and metal parts service
capabilities produced from a wide range of print and traditional
materials using a variety of additive and traditional
manufacturing processes.
Revenue from services increased by $14.7 million, or 45.9%,
to $46.8 million in 2010 from $32.0 million for 2009
and increased to 29.2% of consolidated revenue in 2010 from
28.4% in 2009.
Our
Marketplace
We are part of a large, diverse marketplace that develops,
manufactures and sells machines, materials and services which
produce designs, models, prototypes, molds and manufacturing
end-use parts. We believe that ongoing technological
improvements in our industry are vastly expanding the
applications we can serve. Over time, 3D printers have become
cheaper and faster and are able to work with a broadening range
of production-grade plastics and metals. As a result, a growing
number of customers
S-8
across a wide array of applications are now using 3D
content-to-print
solutions not only as an alternative to traditional design
processes, but also as a production tool, referred to as
Additive Manufacturing. Wide-format 2D printing
solutions represent the traditional way for engineers,
designers, architects and marketers to communicate their idea
and designs on paper. Traditional machining and molding
technologies are subtractive or molding
processes that either remove material from a solid block or
inject material into a pattern or mold. We believe that
wide-format 2D printing and traditional manufacturing solutions
will continue to be the most common methods by which plastic and
metal parts, models, functional prototypes and tool inserts are
designed, communicated, reviewed and manufactured. However, with
continued technological improvements, we believe that the
opportunity for 3D Printing and Additive Manufacturing solutions
to replace or complement traditional
design-to-manufacturing
solutions will be limited only by a customers need to
harness complete freedom of geometric creation.
Although we can provide no assurance that our estimates will be
realized, we believe that the total opportunity of our
content-to-print
solutions and services currently amounts to approximately
$3 billion. We believe that this opportunity includes five
primary categories, each with the following potential annual
revenue:
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3D printers ($1 billion)
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3D custom parts services ($600 million)
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3D aerospace solutions ($500 million)
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3D dental solutions ($500 million)
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3D medical solutions ($400 million)
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Applications of 3D printing and additive manufacturing include
prototyping, concept modeling, design changes, fit and
functional testing, tooling, creation of metal castings, direct
digital manufacturing of custom parts, verification of CAD data
accuracy, medical analysis, and visual aids for sales purposes
and to improve communications. Addressable applications include
education, transportation, recreation, healthcare and consumer
products. Commercial applications of 3D printing and additive
manufacturing deliver compelling end-market financial and
strategic value by compressing the R&D process, increasing
marketplace responsiveness, and protecting design
confidentiality.
3D printing and additive manufacturing solutions can be applied
in all phases of the product life cycle. The earliest stage
application of additive manufacturing is concept modeling. Rapid
prototyping is applied in later stages of product design and
refers to the use of additive manufacturing to generate
prototypes used for the testing of form, fit and function. Rapid
manufacturing represents the use of additive manufacturing to
manufacture end-use parts that have the appearance and
performance of high-quality injection-molded parts. The
production of parts through rapid manufacturing is expected to
be a key growth driver. This technology can reduce or
potentially eliminate tooling and presents the opportunity to
manufacture parts at multiple locations or with multiple design
iterations at little additional cost.
The print materials used for 3D printing and additive
manufacturing are a growing source of revenue for us. Consumable
materials used in 3D printing and additive manufacturing exhibit
varying performance characteristics related to appearance,
strength, flexibility, and thermal properties that closely mimic
known engineered materials and composites. Print materials
represent a recurring revenue opportunity, typically with higher
margins than those realized through sales of the associated
printers. Print materials are also expected to grow the size of
the addressable marketplace, as technology of new metallic-based
processing materials (e.g., stainless steel, titanium alloys and
cobalt-chrome) matures and provides access to more complex
manufacturing processes.
S-9
Our Competitive
Strengths
We believe that we have the following competitive strengths:
Leading, Flexible Technology Platforms. Our
marketplace is characterized by rapid technological change.
Consequently, we have an ongoing program of research and
development to develop new printers and print materials and to
enhance our product lines as well as to improve and expand the
capabilities of our printers and related software and print
materials. This includes all significant technology platform
developments for our
SLA®,
SLS®,
SLM, MJM, FTI and PJP printers and print materials. Our
development efforts are augmented by development arrangements
with research institutions, customers, suppliers of material and
hardware and the assembly and design firms that we have engaged
to assemble our printers. We also engage third party engineering
companies and specialty print materials companies in specific
development projects from time to time.
Integrated Approach Toward Marketing and
Sales. Our sales and marketing strategy focuses
on an integrated approach that is centered on delivering
solutions that meet a wide range of customer needs, including
traditional prototyping, 3D printing and rapid manufacturing.
This integrated approach includes the sales and marketing of our
parts service, either as an adjunct to a customers
in-house use of additive technologies or to the much broader
audience of users who do not have dedicated production or
professional 3D printers.
Superior Materials Capabilities. We work
closely with our customers to optimize the performance of our
print materials in their applications. Our expertise in print
materials formulation, combined with our process, software and
equipment-design strengths, enable us to help our customers
select the print material that best meets their needs and to
obtain optimal cost and performance results from the material.
We also work with third parties to develop different types and
varieties of print materials designed to meet the needs of our
customers.
Leading Services Business. We launched
3Dpropartstm,
a custom parts service, in October 2009. We have expanded our
3Dpropartstm
service by bringing together a wide range of production and
additive grade materials and the latest additive and traditional
manufacturing capabilities to deliver to our customers the
broadest available range of precision plastic and metal parts
and assemblies. Through our
3Dpropartstm
service and our recently acquired
Quickparts®
service, we supply finished parts to our customers through a
global network of custom parts service locations. Customers may
procure a complete range of precision plastic and metal parts in
a variety of finishing, molding and casting capabilities
utilizing both traditional and additive processes. In addition,
preferred service providers and leading service bureaus can use
3Dpropartstm
and
Quickparts®
as their comprehensive order-fulfillment center.
Disciplined Acquisition Strategy. As part of
our growth initiatives to expand our global reach and enhance
our product offering, we believe that we have implemented and
executed on a disciplined acquisition strategy. Our approach
targets acquisition opportunities that we expect to be cash flow
positive, R&D enhancing and accretive to our earnings.
Through this strategic initiative, we have acquired twelve
companies in the past eighteen months with an attractive
pipeline of identified targets. Our recent acquisitions fueled
growth and provided product and geographic diversification,
primarily for our parts services. Since the launch of
3Dpropartstm,
we have acquired nine service providers in the U.S. and
Europe and expanded capacity as required.
Comprehensive Product Offering with Global
Reach. The diversity of our print engine
technologies results in a comprehensive toolkit of solutions to
address a wide array of customer design to manufacturing
specifications and applications. This solution-focused approach
compares favorably to certain competitors, who tend to be
product-focused. Our extensive solutions portfolio enables us to
offer our customers a cost effective way to transform the manner
in which they design, develop and manufacture their products.
With our numerous
S-10
locations in the United States, Europe, and Asia, we are able to
offer these solutions to a global customer base with local
service and support.
Proprietary Intellectual Property
Portfolio. We regard our technology platforms and
materials as proprietary and seek to protect them through
copyrights, patents, trademarks and trade secrets. At
December 31, 2010, we held 354 patents worldwide. At that
date, we also had 148 pending patent applications worldwide,
including applications covering inventions contained in our
recently introduced printers. The principal issued patents
covering aspects of our various technologies will expire at
varying times through 2027.
Our Growth
Strategy
We are pursuing a growth strategy that focuses on four strategic
initiatives:
|
|
|
|
|
Build global custom parts services;
|
|
|
|
Accelerate 3D printer penetration;
|
|
|
|
Grow healthcare solutions revenue; and
|
|
|
|
Build 3D consumer content products and services.
|
We are working to accomplish our growth initiatives organically
and, as opportunities present themselves, through selective
acquisitions. We expect to be able to support organic growth by
leveraging our comprehensive toolkit of solutions in order to
sell more products and services to our existing customer base.
As with any growth strategy, there can be no assurance that we
will succeed in accomplishing our strategic initiatives.
Build Global Custom Parts Services. As a
supplement to our 3D print solutions, we believe that growing
and expanding our custom parts services, through organic growth
and acquisitions, will enable us to impart the latest technology
to our customers months or years in advance of their ability to
invest in new printers for their own use. We view this as an
opportunity to introduce customers to the newest 3D additive
production technologies and to build brand experience and
customer loyalty with them. We also view it as a significant
cross-selling and upselling opportunity from single parts all
the way to production printers. In connection with this
initiative, we launched
3Dpropartstm
global services in October of 2009 and exited 2010 with
$18.3 million of revenue related to
3Dpropartstm.
Our recent acquisition of Quickparts reflects our continuing
pursuit of this growth objective. Quickparts is dedicated to
providing its customers with best in class
e-commerce
procurement and delivery services and is an innovative sales and
marketing company with a proprietary procurement, sales and
delivery technology platform that combines
e-commerce
with high touch customer care. Based on its 2010 revenue, the
Quickparts®
acquisition added immediate scale to our custom parts services
effectively doubling our custom-parts revenue and providing us
with the opportunity for incremental margin expansion in our
services category.
Accelerate 3D personal and professional printer
penetration. We believe that accelerating
personal and professional 3D printer penetration through channel
expansion and new products will provide a growing installed base
to enable higher revenue from recurring sales of print materials
and services. With this objective in mind, we have developed an
extensive portfolio of 3D printers. We are continuing to expand
our reseller channel for our personal and professional 3D
printers and to train our resellers to perform installation and
service for those printers. We exited 2010 with 46 additional
resellers and $22.3 million of revenue from personal and
professional printers, representing 88% growth over 2009.
Grow Healthcare solutions revenue. We believe
that, by leveraging our tried and proven rapid manufacturing
core competencies in healthcare solutions applications, we can
grow revenue within this marketplace. For example, in 2010
healthcare solutions revenue accounted for 13.5%, or
$21.6 million, of our total revenue and included sales of
printers, print materials and services for hearing aid, dental,
medical device and other health-related applications.
S-11
We believe that we have similar opportunities for growth in
other vertical applications, including transportation,
aerospace, motorsports, education, recreation and consumer
products.
Build 3D consumer content products and
services. The affordability of our personal
printers, with price points starting at $1,300, makes 3D
consumer content critical to accelerated adoption. Recognizing
the opportunity to deliver 3D content to an expanded audience,
we have begun work to identify the tools and services required
to deliver 3D content to consumers. We believe that the creation
of content products and services could make affordable 3D
printers more widely adopted and used by people of all ages and
walks of life. We expect to build this capability through a
combination of internal developments and acquisitions.
We are incorporated under the laws of the State of Delaware. Our
executive office is located at 333 Three D Systems Circle, Rock
Hill, South Carolina 29730. Our telephone number is
(803) 326-3900.
Our website is www.3Dsystems.com. Information contained
in our website is not incorporated by reference into and does
not constitute part of this prospectus.
S-12
THE
OFFERING
The following summary of the offering contains basic information
about this offering and the common stock and is not intended to
be complete. It does not contain all the information that is
important to you. For a more complete understanding of the
common stock, please refer to the section of the accompanying
prospectus entitled Description of Capital
Stock Common Stock.
|
|
|
Common stock offered by 3D Systems |
|
1,300,000 shares (or 1,495,000 if the underwriters exercise
their full option to purchase additional shares) |
|
Common stock offered by the selling stockholders |
|
740,000 shares (or 851,000 if the underwriters exercise
their full option to purchase additional shares) |
|
Common stock to be outstanding after this offering |
|
24,853,359 shares (or 25,048,359 if the underwriters
exercise their full option to purchase additional shares) |
|
Use of proceeds |
|
We estimate that our net proceeds from the offering, after
underwriting discounts and estimated offering expenses, will be
approximately $ million. We
intend to use the net proceeds to us from this offering: |
|
|
|
|
|
to finance future
acquisitions; and
|
|
|
|
for general corporate
purposes.
|
|
|
|
|
|
We will not receive any proceeds from the shares sold by the
selling stockholders. |
|
|
|
See Use of Proceeds on
page S-16
of this prospectus supplement. |
|
Risk factors |
|
See Risk Factors on
page S-15
of this prospectus supplement and the
Form 10-K,
for a discussion of factors you should carefully consider before
deciding to invest in shares of our common stock. |
|
Transfer agent |
|
Computershare Trust Company, N.A. |
|
NASDAQ Global Market Symbol |
|
TDSC |
The number of shares of common stock outstanding after this
offering is based on 23,553,359 shares outstanding on
February 28, 2011, and excludes approximately
1,303,643 shares that are covered by outstanding awards or
otherwise remain available for issuance under our equity
compensation plans. In addition, at February 28, 2011,
options to purchase 657,082 shares at a weighted average
exercise price of $8.18, all of which were fully vested, and
547,800 shares of unvested restricted stock were
outstanding. The exercise of such options would increase the
number of our shares outstanding, and we would receive
$5,374,931 in cash covering the exercise price of those options.
Outstanding shares of unvested restricted stock are subject to
our right to repurchase them at a nominal price if the holder
leaves our employ prior to the vesting date other than as a
result of death or disability. Unless otherwise stated, the
information in this prospectus supplement assumes that the
underwriters have not exercised their option to purchase
additional shares from us to cover overallotments.
S-13
SUMMARY
CONSOLIDATED FINANCIAL INFORMATION
The following table sets forth certain selected consolidated
financial data, which has been derived from our historical
consolidated financial statements as of and for each of the
three years ended December 31, 2010, 2009 and 2008. This
historical information may not be indicative of our future
performance. It is only a summary, and you should read it
together with Managements Discussion and Analysis of
Financial Condition and Results of Operations and the
consolidated financial statements and notes thereto in the
Form 10-K.
See Incorporation of Certain Documents By Reference
on
page S-34
of this prospectus supplement and Where You Can Find More
Information on page 3 of the accompanying prospectus.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2010
|
|
2009
|
|
2008
|
|
|
(In thousands, except per share amounts)
|
|
Consolidated Statement of Operations and Comprehensive Income
(Loss) Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Printers and other products
|
|
$
|
54,686
|
|
|
$
|
30,501
|
|
|
$
|
41,323
|
|
Materials
|
|
|
58,431
|
|
|
|
50,297
|
|
|
|
62,290
|
|
Services
|
|
|
46,751
|
|
|
|
32,037
|
|
|
|
35,327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
159,868
|
|
|
|
112,835
|
|
|
|
138,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit(1)
|
|
|
73,976
|
|
|
|
49,730
|
|
|
|
55,568
|
|
Income (loss) from
operations(1)
|
|
|
20,920
|
|
|
|
3,073
|
|
|
|
(5,490
|
)
|
Net income
(loss)(2)(3)
|
|
|
19,566
|
|
|
|
1,139
|
|
|
|
(6,154
|
)
|
Net income (loss) available to common Stockholders
|
|
|
19,566
|
|
|
|
1,066
|
|
|
|
(6,154
|
)
|
Net income (loss) available to common stockholders per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.85
|
|
|
$
|
0.05
|
|
|
$
|
(0.28
|
)
|
Diluted
|
|
$
|
0.83
|
|
|
$
|
0.05
|
|
|
$
|
(0.28
|
)
|
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital
|
|
$
|
42,475
|
|
|
$
|
36,718
|
|
|
$
|
35,279
|
|
Total assets
|
|
|
208,800
|
|
|
|
150,403
|
|
|
|
153,002
|
|
Current portion of long-term debt and capitalized lease
Obligations
|
|
|
224
|
|
|
|
213
|
|
|
|
3,280
|
|
Long-term debt and capitalized lease obligations, less current
portion
|
|
|
8,055
|
|
|
|
8,254
|
|
|
|
8,467
|
|
Total equity
|
|
|
133,119
|
|
|
|
104,770
|
|
|
|
102,234
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
7,520
|
|
|
$
|
5,886
|
|
|
$
|
6,676
|
|
Interest expense
|
|
|
587
|
|
|
|
618
|
|
|
|
918
|
|
Capital
expenditures(5)
|
|
|
1,283
|
|
|
|
974
|
|
|
|
5,811
|
|
|
|
|
(1) |
|
To conform to 2010 and 2009 presentation, foreign exchange gain
(loss) was reclassified for 2008 from product cost of sales to
interest and other expenses, net. The amount of foreign exchange
gain (loss) that was reclassified for 2008 is $401. This had the
effect of decreasing gross profit and increasing the loss from
operations in 2008. |
|
(2) |
|
In 2010, based upon our recent results of operations and
expectation of continued profitability in future years, we
concluded that it is more likely than not that a portion of our
net U.S. deferred tax assets will be realized. In accordance
with ASC 740, we reversed $3,000 of the valuation allowance
applied to such deferred tax assets, resulting in a non-cash
income tax benefit of $1,162. |
|
(3) |
|
Our net loss for 2008 included a $1,185 tax benefit arising from
the settlement of a tax audit for the years 2000 through 2005
with a foreign tax authority. This tax settlement reduced 2008
income tax expense by $1,185 as amounts owing under the
settlement were less than amounts previously estimated. The
settlement enabled us to recognize foreign tax loss
carry-forwards, resulting in a $911 increase in our foreign
deferred tax asset. |
S-14
RISK
FACTORS
Investing in our securities involves risks that could affect us
and our business as well as our industry generally. Please see
the risk factors discussed in the
Form 10-K.
Much of the business information, as well as the financial and
operational data contained in our risk factors is updated in our
periodic reports and current reports on
Forms 10-Q
and 8-K,
respectively, which are also incorporated by reference into this
document. See Incorporation of Certain Documents by
Reference below.
Although we have tried to discuss key factors, please be aware
that other risks may prove to be important in the future. New
risks may emerge at any time, and we cannot predict such risks
or estimate the extent to which they may affect our financial
condition or performance. Before purchasing our securities, you
should carefully consider the risks discussed in the
Form 10-K
and the other information in this prospectus supplement and the
accompanying prospectus, as well as the documents incorporated
by reference herein and any related free writing prospectus.
Each of the risks described could result in a decrease in the
value of our securities and your investment therein.
S-15
USE OF
PROCEEDS
We estimate that our net proceeds from this offering, after
underwriting discounts and estimated offering expenses, will be
approximately $ million
(approximately $ million if
the underwriters over-allotment option is exercised in
full).
We intend to use the net proceeds to us from this offering:
|
|
|
|
|
to finance future acquisitions; and
|
|
|
|
for general corporate purposes.
|
In the event that any net proceeds are not immediately applied,
we may temporarily hold them as cash, deposit them in banks, or
invest them in cash equivalents or short-term securities that
our investment policies permit us to invest in from time to time.
We will not receive any proceeds from the shares sold by the
selling stockholders.
S-16
PRICE RANGE OF
COMMON STOCK AND DIVIDEND POLICY
Price Range of
Common Stock
Our common stock trades on the NASDAQ Global Market under the
symbol TDSC. The following table sets forth on a per
share basis the range of high and low prices for our common
stock, $0.001 par value, for the periods indicated as
reported on the NASDAQ Global Market.
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
2008
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
15.97
|
|
|
$
|
12.57
|
|
Second Quarter
|
|
$
|
15.90
|
|
|
$
|
8.55
|
|
Third Quarter
|
|
$
|
15.03
|
|
|
$
|
8.23
|
|
Fourth Quarter
|
|
$
|
14.00
|
|
|
$
|
5.97
|
|
2009
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
8.27
|
|
|
$
|
3.76
|
|
Second Quarter
|
|
$
|
8.00
|
|
|
$
|
5.92
|
|
Third Quarter
|
|
$
|
10.71
|
|
|
$
|
6.40
|
|
Fourth Quarter
|
|
$
|
11.92
|
|
|
$
|
8.14
|
|
2010
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
15.56
|
|
|
$
|
10.50
|
|
Second Quarter
|
|
$
|
16.70
|
|
|
$
|
11.61
|
|
Third Quarter
|
|
$
|
16.35
|
|
|
$
|
11.10
|
|
Fourth Quarter
|
|
$
|
34.30
|
|
|
$
|
14.98
|
|
2011
|
|
|
|
|
|
|
|
|
First Quarter (through March 2, 2011)
|
|
$
|
50.85
|
|
|
$
|
26.76
|
|
The last reported sale price of our common stock on
March 2, 2011 on the NASDAQ Global Market is included on
the cover page of this prospectus supplement. As of
February 28, 2011, there were 462 holders of record of our
common stock.
Dividend
Policy
We do not currently pay, and have not paid in the past, any
dividends on our common stock, and we currently intend to retain
any future earnings for use in our business. Any future
determination as to the declaration of dividends on our common
stock will be made at the discretion of the Board of Directors
and will depend on our earnings, operating and financial
condition, capital requirements and other factors deemed
relevant by the Board of Directors, including the applicable
requirements of the Delaware General Corporation Law, which
provides that dividends are payable only out of surplus or
current net profits. In addition, the payment of dividends on
our common stock may be restricted by the provisions of credit
agreements or other financing documents that we may enter into
or the terms of securities that we may issue from time to time.
S-17
SELECTED
CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data set forth below for the
five years ended December 31, 2010 has been derived from
our historical consolidated financial statements. You should
read this information together with Managements Discussion
and Analysis of Financial Condition and Results of Operations
contained in the
Form 10-K,
the notes to the selected consolidated financial data set forth
below, and our consolidated financial statements and the notes
thereto for December 31, 2010 and prior years included in
the
Form 10-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands, except per share amounts)
|
|
|
Consolidated Statement of Operations and Comprehensive Income
(Loss) Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Printers and other products
|
|
$
|
54,686
|
|
|
$
|
30,501
|
|
|
$
|
41,323
|
|
|
$
|
58,178
|
|
|
$
|
46,463
|
|
Materials
|
|
|
58,431
|
|
|
|
50,297
|
|
|
|
62,290
|
|
|
|
61,969
|
|
|
|
52,062
|
|
Services
|
|
|
46,751
|
|
|
|
32,037
|
|
|
|
35,327
|
|
|
|
36,369
|
|
|
|
36,295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
159,868
|
|
|
|
112,835
|
|
|
|
138,940
|
|
|
|
156,516
|
|
|
|
134,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit(1)
|
|
|
73,976
|
|
|
|
49,730
|
|
|
|
55,568
|
|
|
|
63,412
|
|
|
|
46,315
|
|
Income (loss) from
operations(1)
|
|
|
20,920
|
|
|
|
3,073
|
|
|
|
(5,490
|
)
|
|
|
(5,117
|
)
|
|
|
(25,633
|
)
|
Net income
(loss)(2)(3)
|
|
|
19,566
|
|
|
|
1,139
|
|
|
|
(6,154
|
)
|
|
|
(6,740
|
)
|
|
|
(29,280
|
)
|
Series B convertible preferred stock
dividends(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,414
|
|
Net income (loss) available to common Stockholders
|
|
|
19,566
|
|
|
|
1,066
|
|
|
|
(6,154
|
)
|
|
|
(6,740
|
)
|
|
|
(30,694
|
)
|
Net income (loss) available to common stockholders per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.85
|
|
|
$
|
0.05
|
|
|
$
|
(0.28
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(1.77
|
)
|
Diluted
|
|
$
|
0.83
|
|
|
$
|
0.05
|
|
|
$
|
(0.28
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(1.77
|
)
|
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital
|
|
$
|
42,475
|
|
|
$
|
36,718
|
|
|
$
|
35,279
|
|
|
$
|
40,906
|
|
|
$
|
17,335
|
|
Total assets
|
|
|
208,800
|
|
|
|
150,403
|
|
|
|
153,002
|
|
|
|
167,385
|
|
|
|
166,194
|
|
Current portion of long-term debt and capitalized lease
Obligations
|
|
|
224
|
|
|
|
213
|
|
|
|
3,280
|
|
|
|
3,506
|
|
|
|
11,913
|
|
Long-term debt and capitalized lease obligations, less current
portion
|
|
|
8,055
|
|
|
|
8,254
|
|
|
|
8,467
|
|
|
|
8,663
|
|
|
|
24,198
|
|
Total equity
|
|
|
133,119
|
|
|
|
104,770
|
|
|
|
102,234
|
|
|
|
104,769
|
|
|
|
69,669
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
7,520
|
|
|
$
|
5,886
|
|
|
$
|
6,676
|
|
|
$
|
6,970
|
|
|
$
|
6,529
|
|
Interest expense
|
|
|
587
|
|
|
|
618
|
|
|
|
918
|
|
|
|
1,830
|
|
|
|
1,645
|
|
Capital
expenditures(5)
|
|
|
1,283
|
|
|
|
974
|
|
|
|
5,811
|
|
|
|
946
|
|
|
|
10,100
|
|
|
|
|
(1) |
|
To conform to 2010 and 2009 presentation, foreign exchange gain
(loss) was reclassified for 2008 and prior years from product
cost of sales to interest and other expenses, net. The amount of
foreign exchange gain (loss) that was reclassified for each year
is as follows: $401 in 2008, $48 in 2007 and $(58) in 2006. This
had the effect of decreasing gross profit and increasing the
loss from operations in 2008 and 2007 and increasing gross
profit and decreasing the loss from operations in 2006 by the
respective amounts. |
S-18
|
|
|
(2) |
|
In 2010, based upon our recent results of operations and
expectation of continued profitability in future years, we
concluded that it is more likely than not that a portion of our
net U.S. deferred tax assets will be realized. In accordance
with ASC 740, we reversed $3,000 of the valuation allowance
applied to such deferred tax assets, resulting in a non-cash
income tax benefit of $1,162. |
|
(3) |
|
Our net loss for 2008 included a $1,185 tax benefit arising from
the settlement of a tax audit for the years 2000 through 2005
with a foreign tax authority. This tax settlement reduced 2008
income tax expense by $1,185 as amounts owing under the
settlement were less than amounts previously estimated. The
settlement enabled us to recognize foreign tax loss
carry-forwards, resulting in a $911 increase in our foreign
deferred tax asset. In 2006, we recorded a $2,500 valuation
allowance against deferred income tax assets (before giving
effect to the benefit of $748 of foreign net deferred income tax
assets that we recognized in 2006) that had the effect of
reversing a 2005 reduction of our valuation allowance as a
result of our determination that it was more likely than not
that we would not be able to utilize this deferred income tax
asset to offset anticipated U.S. income. |
|
(4) |
|
On June 8, 2006, all our then outstanding Series B
Convertible Preferred Stock was converted by its holders into
2,639,772 shares of common stock, including
23,256 shares of common stock covering accrued and unpaid
dividends to June 8, 2006. As a consequence of this
conversion of the Series B Convertible Preferred Stock,
commencing with the third quarter of 2006, we ceased recording
dividends with respect to the outstanding Series B
Convertible Preferred Stock that we paid from its original
issuance in May 2003 until its full conversion in June 2006. |
|
(5) |
|
Excludes capital lease additions. |
S-19
CAPITALIZATION
The following table sets forth (i) our actual
capitalization as of December 31, 2010 and (ii) our as
adjusted capitalization as of December 31, 2010 giving
effect to the offering and the application of net proceeds. You
should read this table in conjunction with other sections of
this prospectus supplement, the accompanying prospectus and any
documents that they incorporate by reference, including our
consolidated financial statements and the notes thereto.
|
|
|
|
|
|
|
|
|
|
|
Actual
|
|
|
As Adjusted
|
|
|
|
(Dollars in thousands)
|
|
|
Cash and Cash Equivalents
|
|
$
|
37,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized lease obligation, including current portion of $224
|
|
|
8,279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders Equity
|
|
|
|
|
|
|
|
|
Preferred Stock, authorized 5,000 shares, none issued
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value, authorized
60,000 shares; 23,474 (2010) and 22,774
(2009) issued
|
|
|
23
|
|
|
|
|
|
Additional paid-in capital
|
|
|
186,252
|
|
|
|
|
|
Treasury stock, at cost; 134 shares (2010) and
74 shares (2009)
|
|
|
(189
|
)
|
|
|
|
|
Accumulated deficit
|
|
|
(57,925
|
)
|
|
|
|
|
Accumulated other comprehensive income
|
|
|
4,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Stockholders Equity
|
|
|
133,119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capitalization
|
|
$
|
141,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S-20
SELLING
STOCKHOLDERS
The following table lists the names of the selling stockholders,
the number of shares of common stock beneficially owned by each
of the selling stockholders as of the date of this prospectus
supplement, the number of shares of common stock offered for
sale by this prospectus supplement, the number of shares of
common stock to be beneficially owned by each of the selling
stockholders after this offering and the percentage of shares of
common stock to be beneficially owned by each selling
stockholder after this offering. The selling stockholders that
participate in this offering may be deemed to be
underwriters within the meaning of the Securities
Act of 1933, as amended (the Securities Act). The
information presented regarding the selling stockholders is
based upon representations made by the selling stockholders to
us. At February 28, 2011, there were 23,553,359 shares
of common stock outstanding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of Common
|
|
|
|
|
|
Shares of Common
|
|
|
|
|
|
|
Stock Beneficially
|
|
|
|
|
|
Stock Beneficially
|
|
|
Percentage of Class
|
|
|
|
Owned Before this
|
|
|
Shares of Common
|
|
|
Owned After this
|
|
|
Beneficially Owned
|
|
Selling
Stockholders(1)
|
|
Offering
|
|
|
Stock Offered Hereby
|
|
|
Offering
|
|
|
After the Offering
|
|
|
The Clark Foundation
|
|
|
748,744
|
|
|
|
228,455
|
|
|
|
520,289
|
|
|
|
2.2
|
|
Mary Imogene Bassett Hospital
|
|
|
106,165
|
|
|
|
28,800
|
|
|
|
77,365
|
|
|
|
*
|
|
The Scriven Foundation
|
|
|
218,044
|
|
|
|
70,000
|
|
|
|
148,044
|
|
|
|
*
|
|
The Farmers Museum
|
|
|
90,925
|
|
|
|
32,600
|
|
|
|
58,325
|
|
|
|
*
|
|
New York State Historical Association
|
|
|
61,301
|
|
|
|
18,600
|
|
|
|
42,701
|
|
|
|
*
|
|
The Fernleigh Foundation
|
|
|
33,811
|
|
|
|
21,200
|
|
|
|
12,611
|
|
|
|
*
|
|
Leatherstocking Corporation
|
|
|
3,400
|
|
|
|
3,400
|
|
|
|
0
|
|
|
|
*
|
|
Kathryn Clark Tr. U/W SC Clark
|
|
|
5,575
|
|
|
|
2,000
|
|
|
|
3,575
|
|
|
|
*
|
|
Martin Peretz Trust
|
|
|
18,800
|
|
|
|
5,000
|
|
|
|
13,800
|
|
|
|
*
|
|
Edmund Twining III
|
|
|
15,450
|
|
|
|
3,000
|
|
|
|
12,450
|
|
|
|
*
|
|
Anne L. Peretz
|
|
|
54,151
|
|
|
|
30,000
|
|
|
|
24,151
|
|
|
|
*
|
|
Jane Clark
|
|
|
399,030
|
|
|
|
221,145
|
|
|
|
177,885
|
|
|
|
*
|
|
Clara Welch Thanksgiving Home
|
|
|
13,800
|
|
|
|
13,800
|
|
|
|
0
|
|
|
|
*
|
|
Diana Twining Trust
|
|
|
4,200
|
|
|
|
2,000
|
|
|
|
2,200
|
|
|
|
*
|
|
Charles William Hull and Charlene Antoinette Hull 1992 Revocable
Living Trust
|
|
|
390,005
|
|
|
|
60,000
|
|
|
|
330,005
|
|
|
|
1.40
|
|
Total
|
|
|
2,163,401
|
|
|
|
740,000
|
|
|
|
1,423,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Less than 1%. Number and percentage of shares to be beneficially
owned after this offering assumes the underwriters
over-allotment option to purchase additional shares of common
stock from the selling stockholders is not exercised. |
|
(1) |
|
We have been advised that these shares of Common Stock, other
than shares held by the Charles William Hull and Charlene
Antoinette Hull 1992 Revocable Living Trust, are owned by
various investment accounts for which The Clark Estates, Inc.
provides administrative and management services. As of
December 31, 2010, The Clark Estates, Inc., a private
investment firm, was deemed to have voting and dispositive power
over and therefore to own beneficially 2,240,857 shares of
our Common Stock. Kevin S. Moore, one of our directors, is the
President and a director of that firm. Information regarding the
beneficial ownership of our securities by The Clark Estates,
Inc. is taken from |
S-21
|
|
|
|
|
Amendment No. 8 to the Schedule 13D filed by that firm
on February 14, 2011. The selling stockholders listed above
include certain of those accounts. We have also been advised
that The Clark Estates, Inc. and Mr. Moore disclaim
beneficial ownership of such securities as well as any pecuniary
interest in those securities. |
|
|
|
Charles W. Hull, one of our founders, a director and our
Executive Vice President and Chief Technology Officer,
beneficially owns 405,505 shares of our common stock. These
shares consist of (a) 15,500 shares of Common Stock
that Mr. Hull holds directly and
(b) 390,005 shares of Common Stock held in the Charles
William Hull and Charlene Antoinette Hull 1992 Revocable Living
Trust (the Hull Trust) for which Mr. and
Mrs. Hull serve as trustees. The shares of Common Stock
held directly by Mr. Hull include 5,000 shares of
Common Stock granted to him under the 2004 Incentive Stock Plan,
which are subject to forfeiture in certain circumstances. |
S-22
MATERIAL UNITED
STATES FEDERAL INCOME TAX AND ESTATE CONSEQUENCES TO
NON-U.S.
HOLDERS OF COMMON STOCK
This section summarizes the material U.S. federal income
and estate tax consequences of the acquisition, ownership, and
disposition of our common stock by a
non-U.S. holder
that acquires our common stock pursuant to this offering. For
purposes of this summary, the term
non-U.S. holder
means a beneficial owner of our common stock that is, for
U.S. federal income tax purposes:
|
|
|
|
|
a nonresident alien individual who has not become generally
subject to U.S. federal income tax by virtue of substantial
physical presence in the United States;
|
|
|
|
a corporation (or other entity treated as a corporation)
organized or created under
non-U.S. law;
|
|
|
|
an estate that is not taxable in the United States on its
worldwide income; or
|
|
|
|
a trust, if either (1) no court within the United States is
able to exercise primary supervision over its administration or
(2) no U.S. person nor combination of
U.S. persons has the authority to control all of its
substantial decisions.
|
This section assumes that
non-U.S. holders
will hold our common stock as a capital asset within the meaning
of Section 1221 of the Internal Revenue Code of 1986, as
amended (the Code), (generally, property held for
investment purposes). This section does not consider all of the
tax considerations that may be relevant to a particular
non-U.S. holder
in light of its individual circumstances and does not address
the treatment of a
non-U.S. holder
under the laws of any state, local, or foreign taxing
jurisdiction. This section is based on the tax laws of the
United States, including the Code, existing, temporary, and
proposed Treasury regulations promulgated thereunder, and
administrative and judicial interpretations thereof, all as
currently in effect. These laws and interpretations are subject
to change, possibly on a retroactive basis.
This section does not discuss the U.S. federal income and
estate tax consequences that may be relevant to a
non-U.S. partnership
or other pass-through entity or to the partners or members in
such an entity. If you are a
non-U.S. partnership
or other pass-through entity or a partner or member in such an
entity, you should consult your own tax advisor regarding the
U.S. federal income and estate tax consequences of
acquiring, holding, and disposing of the common stock.
This summary is for general purposes only. This summary is
not intended to be, and should not be construed to be, legal or
tax advice to any particular beneficial owner of our common
stock. You should consult your tax advisor regarding the
U.S. federal income and estate tax consequences of
acquiring, holding, and disposing of our common stock in your
particular circumstances, as well as any tax consequences that
may arise under the laws of any state, local, or foreign taxing
jurisdiction, and the effect of any change in applicable tax
law.
Dividends
As noted elsewhere in this prospectus supplement, we do not
currently pay any cash dividends on our common stock, and we
currently have no plans to do so. If we were to pay cash
dividends in the future on our common stock, they would be
subject to U.S. federal income tax in the manner described
below.
A distribution on our common stock will constitute a dividend
for U.S. federal income tax purposes to the extent of our
current or accumulated earnings and profits as determined for
U.S. federal income tax purposes. To the extent the
distribution exceeds our current and accumulated earnings and
profits, the distribution will constitute a return of capital
and first reduce the
non-U.S. holders
basis, but not below zero, and then will be treated as gain from
the sale of stock. Except as described below, if you are a
non-U.S. holder
of our common stock, you will be subject to withholding of
U.S. federal income tax at a rate of 30% of the gross
amount of the dividends received on the common stock, or at a
lower rate if you are eligible for and establish your
entitlement to, benefits under an income tax treaty that
provides for a lower rate.
S-23
We generally will withhold at the lower treaty rate on dividend
payments to you if you have furnished to us, or our payment
agent, prior to the payment of the dividend:
|
|
|
|
|
a valid Internal Revenue Service
Form W-8BEN
or an acceptable substitute form upon which you certify, under
penalties of perjury, your status as a
non-U.S. person
and your entitlement to the lower treaty rate with respect to
such payments; or
|
|
|
|
in the case of payments made outside the United States to an
offshore account (generally, an account maintained by you at an
office or branch of a bank or other financial institution at any
location outside the United States), other documentary evidence
establishing your entitlement to the lower treaty rate in
accordance with applicable Treasury regulations.
|
If you are eligible for a reduced rate of U.S. withholding
tax under an income tax treaty, you may obtain a refund of any
amounts withheld in excess of that rate by filing a timely claim
for refund with the U.S. Internal Revenue Service.
If dividends paid to you are effectively connected
with your conduct of a trade or business within the United
States or, if an income tax treaty applies, are attributable to
a permanent establishment that you maintain in the
United States, you generally will not be subject to
U.S. withholding tax on the dividends, provided that you
have furnished to us, prior to the payment of the dividend, a
valid Internal Revenue Service
Form W-8ECI
or an acceptable substitute form upon which you represent, under
penalties of perjury, that:
|
|
|
|
|
you are a
non-U.S. person; and
|
|
|
|
the dividends are effectively connected with your conduct of a
trade or business within the United States and are includible in
your gross income.
|
Instead, such effectively connected dividends will
be subject to U.S. federal income tax on a net income basis
at the applicable graduated individual and corporate tax rates.
If you are a corporate
non-U.S. holder,
effectively connected dividends that you receive
also may be subject to an additional branch profits
tax at a 30% rate, or at a lower rate if you are eligible
for, and establish your entitlement to, benefits under an income
tax treaty that provides for a lower rate.
The Treasury regulations generally provide special rules for
dividend payments made to foreign intermediaries, U.S. or
foreign wholly-owned entities that are treated as transparent
for U.S. federal income tax purposes, and entities that are
disregarded for U.S. federal income tax purposes, under the
laws of the applicable income tax treaty jurisdiction, or both.
Specifically, the Treasury regulations provide special rules for
determining whether, for income tax treaty applicability
purposes, dividends that we pay to a
non-U.S. holder
that is an entity should be treated as paid to holders of
interests in the entity. You should consult your tax advisor
regarding the applicability of the relevant Treasury regulations
to you.
Gain on
Disposition of Common Stock
If you are a
non-U.S. holder,
you generally will not be subject to U.S. federal income
tax on gain that you recognize on a sale or other disposition of
our common stock unless:
|
|
|
|
|
the gain is effectively connected with your conduct
of a trade or business within the United States or, if an income
tax treaty applies, is attributable to a permanent
establishment that you maintain in the United States, in
which case you will be subject to U.S. federal income tax
on the gain on a net income basis at the applicable graduated
rates;
|
|
|
|
you are an individual who is present in the United States for
183 or more days in the taxable year of the sale or other
disposition and certain other conditions are met, in which case
you will be subject to a 30% tax (unless an applicable income
tax treaty provides for an exemption or a lower rate) on the
gain derived from the sale or other disposition, which gain may
be offset by the amount of certain U.S. source capital
losses;
|
S-24
|
|
|
|
|
you are a former citizen or resident of the United States, in
which case you may be subject to tax pursuant to the provisions
of the U.S. federal income tax laws applicable to United
States expatriates; or
|
|
|
|
we are or have been a United States real property holding
corporation for U.S. federal income tax purposes and
you held, directly or indirectly, more than 5% of our common
stock at any time during the shorter of the five-year period
ending on the date of disposition or your holding period of our
common stock (or you held 5% or less of our common stock and our
stock is not regularly traded on an established securities
market within the meaning of Section 897(c)(3) of the
Code), in which case the gain will be treated as effectively
connected with a U.S. trade or business, taxable in the
manner described.
|
We believe that we have not been, are not and do not anticipate
becoming in the foreseeable future, a United States real
property holding corporation for U.S. federal income
tax purposes.
If you are a corporate
non-U.S. holder,
effectively connected gains that you recognize may
also, under certain circumstances, be subject to an additional
branch profits tax at a 30% rate, or at a lower rate
if you are eligible for, and establish your entitlement to,
benefits under an income tax treaty that provides for a lower
rate. For taxable years beginning after December 31, 2012,
a U.S. withholding tax at a 30% rate will be imposed on
dividends and proceeds of sale in respect of our common stock
received by certain
non-U.S. holders
if certain disclosure requirements related to U.S. accounts
or ownership are not satisfied. If payment of withholding taxes
is required,
non-U.S. holders
that are otherwise eligible for an exemption from, or reduction
of, U.S. withholding taxes with respect of such dividends
and proceeds will be required to seek a refund from the IRS to
obtain the benefit or such exemption or reduction. We will not
pay any additional amounts in respect of any amounts withheld
Backup
Withholding and Information Reporting
Generally, we must report annually to the U.S. Internal
Revenue Service and to each
non-U.S. holder
of our stock the amount of dividends that we paid to that holder
and the amount of any tax withheld with respect to those
dividends, if any. This information also may be made available
to the tax authorities of a country in which you reside pursuant
to the provisions of an applicable income tax treaty or
information exchange agreement.
Under some circumstances, Treasury regulations require backup
withholding (currently, at the rate of 28%) and additional
information reporting on reportable payments on common stock. If
you are a
non-U.S. holder,
you generally will be exempt from these backup withholding and
additional information reporting requirements on dividends that
we pay on our common stock and the payment of the proceeds of a
sale or other disposition of our common stock paid by or through
a U.S. office of any broker, if:
|
|
|
|
|
you provide a valid Internal Revenue Service
Form W-8BEN
or an acceptable substitute form upon which you certify, under
penalties of perjury, that you are a
non-U.S. person; or
|
|
|
|
you otherwise establish an exemption from backup withholding and
information reporting requirements.
|
The payment of the proceeds of a sale or other disposition of
our common stock will be subject to information reporting, but
generally not backup withholding, if the proceeds are paid
through a foreign office of a broker that is:
|
|
|
|
|
a U.S. person;
|
|
|
|
a controlled foreign corporation for U.S. tax purposes;
|
|
|
|
a foreign person 50% or more of whose gross income is
effectively connected with the conduct of a U.S. trade or
business for a specified three-year period; or
|
|
|
|
a foreign partnership if, at any time during its tax year
(i) one or more of its partners are
U.S. persons, as defined in Treasury
regulations, who in the aggregate hold more than 50%
|
S-25
|
|
|
|
|
of the income or capital interests in the partnership, or
(ii) the partnership is engaged in the conduct of a
U.S. trade or business.
|
However, the sale or other disposition of our common stock will
not be subject to information reporting if the documentation
requirements described above are met and the broker does not
have actual knowledge or reason to know that you are a
U.S. person, or you otherwise establish an exemption from
information reporting.
Backup withholding is not an additional tax. Any amounts
withheld under the backup withholding rules may be refunded or
credited against your U.S. federal income tax liability if
the required information is timely furnished to the Internal
Revenue Service.
Federal Estate
Tax
Shares of our common stock that are owned (or treated as owned)
by an individual who at the time of his or her death is not a
citizen or resident of the Unites States will be included in the
individuals gross estate for U.S. federal estate tax
purposes, unless an applicable estate tax or other treaty
provides otherwise and, therefore, may be subject to
U.S. federal estate tax. The test for whether an individual
is a resident of the United States for U.S. federal estate
tax purposes differs from the test used for U.S. federal
income tax purposes. Some individuals, therefore may be
non-U.S. holders
for U.S. federal income tax purposes, but not for
U.S. federal estate tax purposes, or vice versa.
S-26
UNDERWRITING
Barclays Capital Inc. is acting as the representative of the
underwriters and the sole book-running manager of this offering.
Under the terms of an underwriting agreement, which we will file
as an exhibit to our current report on
Form 8-K
and incorporate by reference in this prospectus supplement and
the accompanying prospectus, each of the underwriters named
below has severally agreed to purchase from us and the selling
stockholders the respective number of common stock shown
opposite its name below:
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Underwriters
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Number of Shares
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Barclays Capital Inc.
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Canaccord Genuity Inc.
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Needham & Company, LLC
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Total
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The underwriting agreement provides that the underwriters
obligation to purchase shares of common stock depends on the
satisfaction of the conditions contained in the underwriting
agreement including:
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the obligation to purchase all of the shares of common stock
offered hereby (other than those shares of common stock covered
by their option to purchase additional shares as described
below), if any of the shares are purchased;
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the representations and warranties made by us and the selling
stockholders to the underwriters are true;
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there is no material change in our business or in the financial
markets; and
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we deliver customary closing documents to the underwriters.
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Commissions and
Expenses
The following table summarizes the underwriting discounts and
commissions we and the selling stockholders will pay to the
underwriters. These amounts are shown assuming both no exercise
and full exercise of the underwriters option to purchase
additional shares from us and the selling stockholders. The
underwriting fee is the difference between the initial price to
the public and the amount the underwriters pay to us and the
selling stockholders for the shares we and they sell pursuant to
the underwriting agreement.
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Per Share
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Total
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No
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Full
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No
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Full
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Exercise
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Exercise
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Exercise
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Exercise
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Underwriting discounts and commissions paid by us
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$
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$
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$
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$
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Underwriting discounts and commissions paid by the selling
stockholders
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Total
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$
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$
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$
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$
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Barclays Capital Inc. has advised us that the underwriters
propose to offer the shares of common stock directly to the
public at the public offering price on the cover of this
prospectus supplement and to selected dealers, which may include
the underwriters, at such offering price less a selling
concession not in excess of $ per
share. After the offering, the representative may change the
offering price and other selling terms. Sales of shares made
outside of the United States may be made by affiliates of the
underwriters.
The expenses of the offering that are payable by us and the
selling stockholders are estimated to be
$
(excluding underwriting discounts and commissions). We have
agreed to pay certain expenses incurred by the selling
stockholders in connection with the offering, other than the
underwriting discounts and commissions.
S-27
In addition, Barclays Capital Inc. has agreed, upon completion
of the offering, to rebate a portion of the underwriting
discount and commission associated with the sale of our shares
of common stock to reimburse us for certain of our expenses in
connection with the offering.
Option to
Purchase Additional Shares
We and the selling stockholders have granted the underwriters an
option exercisable for 30 days after the date of the
underwriting agreement, to purchase, from time to time, in whole
or in part, on a pro rata basis, up to an aggregate of
306,000 shares at the public offering price less
underwriting discounts and commissions. To the extent that this
option is exercised, each underwriter will be obligated, subject
to certain conditions, to purchase its pro rata portion of these
additional shares based on the underwriters percentage
underwriting commitment in the offering as indicated in the
table at the beginning of this Underwriting section.
Lock-Up
Agreements
We and the selling stockholders have agreed that, subject to
certain exceptions without the prior written consent of Barclays
Capital Inc., we and they will not directly or indirectly
(1) offer for sale, sell, pledge, or otherwise dispose of
(or enter into any transaction or device that is designed to, or
could be expected to, result in the disposition by any person at
any time in the future of) any shares of common stock or
securities convertible into or exercisable or exchangeable for
common stock, (2) enter into any swap or other derivatives
transaction that transfers to another, in whole or in part, any
of the economic consequences of ownership of the common stock,
(3) make any demand for or exercise any right or file or
cause to be filed a registration statement, including any
amendments thereto, with respect to the registration of any
shares of common stock or securities convertible, exercisable or
exchangeable into common stock or any of our other securities,
or (4) publicly disclose the intention to do any of the
foregoing for a period of 90 days after the date of this
prospectus supplement. Exceptions to these
lock-up
agreements applicable to us include: issuances (1) pursuant
to the exercise of options, warrants or rights outstanding at
the time the underwriting agreement is executed and delivered,
(2) pursuant to employee benefit plans, incentive stock
plans, restricted stock plans or other employee compensation
plans or of employee stock options and restricted shares
pursuant to the terms of any equity incentive plan in effect at
the time the underwriting agreement is executed and delivered,
(3) in connection with acquisitions and (4) pursuant
to our Stockholder Rights Plan.
In addition, all of our current directors and executive officers
listed in our
Form 10-K
for the year ended December 31, 2010 have agreed that,
subject to certain exceptions without the prior written consent
of Barclays Capital Inc., they will not directly or indirectly
(1) offer for sale, sell, pledge, or otherwise dispose of
(or enter into any transaction or device that is designed to, or
could be expected to, result in the disposition by any person at
any time in the future of) any shares of common stock
(including, without limitation, shares of common stock that may
be deemed to be beneficially owned by them in accordance with
the rules and regulations of the Commission and shares of common
stock that may be issued upon exercise of any options or
warrants) or securities convertible into or exercisable or
exchangeable for common stock, (2) enter into any swap or
other derivatives transaction that transfers to another, in
whole or in part, any of the economic consequences of ownership
of the common stock, or (3) publicly disclose the intention
to do any of the foregoing for a period of 90 days after
the date of this prospectus supplement. Exceptions to these
lock-up
agreements applicable to our current directors and executive
officers include: (1) the exercise of stock options
outstanding on the date the underwriting agreement is executed
and delivered that expire during the
90-day
restricted period, (2) the sale, pledge or other disposal
of shares of common stock that are issued pursuant to the
exercise of stock options outstanding on the date the
underwriting agreement is executed and delivered that expire
during the
90-day
restricted period, or (3) the sale of shares of common
stock that are covered by a
Rule 10b5-1
plan in effect as of the date the underwriting agreement is
executed and delivered.
S-28
The 90-day
restricted period described in the preceding two paragraphs will
be extended if:
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during the last 17 days of the
90-day
restricted period we issue an earnings release or material news
or a material event relating to us occurs; or
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prior to the expiration of the
90-day
restricted period, we announce that we will release earnings
results during the
16-day
period beginning on the last day of the
90-day
period;
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in which case the restrictions described in the preceding
paragraph will continue to apply until the expiration of the
18-day
period beginning on the issuance of the earnings release or the
announcement of the material news or occurrence of material
event, unless such extension is waived in writing by Barclays
Capital Inc.
Barclays Capital Inc., in its reasonable discretion, may release
the common stock and other securities subject to the
lock-up
agreements described above in whole or in part at any time with
or without notice. When determining whether or not to release
common stock and other securities from
lock-up
agreements, Barclays Capital Inc. will consider, among other
factors, the holders reasons for requesting the release,
the number of shares of common stock and other securities for
which the release is being requested and market conditions at
the time.
Indemnification
We and the selling stockholders have agreed to indemnify the
underwriters against certain liabilities, including liabilities
under the Securities Act, and to contribute to payments that the
underwriters may be required to make for these liabilities.
Stabilization,
Short Positions and Penalty Bids
The representative may engage in stabilizing transactions, short
sales and purchases to cover positions created by short sales,
and penalty bids or purchases for the purpose of pegging, fixing
or maintaining the price of the common stock, in accordance with
Regulation M under the Securities Exchange Act of 1934, as
amended (the Exchange Act):
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Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a
specified maximum.
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A short position involves a sale by the underwriters of shares
in excess of the number of shares the underwriters are obligated
to purchase in the offering, which creates the syndicate short
position. This short position may be either a covered short
position or a naked short position. In a covered short position,
the number of shares involved in the sales made by the
underwriters in excess of the number of shares they are
obligated to purchase is not greater than the number of shares
that they may purchase by exercising their option to purchase
additional shares. In a naked short position, the number of
shares involved is greater than the number of shares in their
option to purchase additional shares. The underwriters may close
out any short position by either exercising their option to
purchase additional shares
and/or
purchasing shares in the open market. In determining the source
of shares to close out the short position, the underwriters will
consider, among other things, the price of shares available for
purchase in the open market as compared to the price at which
they may purchase shares through their option to purchase
additional shares. A naked short position is more likely to be
created if the underwriters are concerned that there could be
downward pressure on the price of the shares in the open market
after pricing that could adversely affect investors who purchase
in the offering.
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Syndicate covering transactions involve purchases of the common
stock in the open market after the distribution has been
completed in order to cover syndicate short positions.
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S-29
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Penalty bids permit the representatives to reclaim a selling
concession from a syndicate member when the common stock
originally sold by the syndicate member is purchased in a
stabilizing or syndicate covering transaction to cover syndicate
short positions.
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These stabilizing transactions, syndicate covering transactions
and penalty bids may have the effect of raising or maintaining
the market price of our common stock or preventing or retarding
a decline in the market price of the common stock. As a result,
the price of the common stock may be higher than the price that
might otherwise exist in the open market. These transactions may
be effected on NASDAQ Global Market or otherwise and, if
commenced, may be discontinued at any time.
Neither we nor any of the underwriters make any representation
or prediction as to the direction or magnitude of any effect
that the transactions described above may have on the price of
the common stock. In addition, neither we nor any of the
underwriters make representation that the representative will
engage in these stabilizing transactions or that any
transaction, once commenced, will not be discontinued without
notice.
Passive Market
Making
In connection with this offering, the underwriters and selling
group members may engage in passive market making transactions
in the common stock on the NASDAQ Global Market in accordance
with Rule 103 of Regulation M under the Exchange Act
during the period before the commencement of offers or sales of
common stock and extending through the completion of
distribution. A passive market maker must display its bids at a
price not in excess of the highest independent bid of the
security. However, if all independent bids are lowered below the
passive market makers bid that bid must be lowered when
specified purchase limits are exceeded.
Electronic
Distribution
A prospectus supplement and the accompanying prospectus in
electronic format may be made available on the Internet sites or
through other online services maintained by one or more of the
underwriters
and/or
selling group members participating in this offering, or by
their affiliates. In those cases, prospective investors may view
offering terms online and, depending upon the particular
underwriter or selling group member, prospective investors may
be allowed to place orders online. The underwriters may agree
with us to allocate a specific number of shares for sale to
online brokerage account holders. Any such allocation for online
distributions will be made by the representative on the same
basis as other allocations.
Other than the prospectus supplement and the accompanying
prospectus in electronic format, the information on any
underwriters or selling group members web site and
any information contained in any other web site maintained by an
underwriter or selling group member is not part of the
prospectus supplement and the accompanying prospectus or the
registration statement of which this prospectus supplement and
the accompanying prospectus forms a part, has not been approved
and/or
endorsed by us or any underwriter or selling group member in its
capacity as underwriter or selling group member and should not
be relied upon by investors.
Stamp
Taxes
If you purchase shares of common stock offered in this
prospectus supplement and the accompanying prospectus, you may
be required to pay stamp taxes and other charges under the laws
and practices of the country of purchase, in addition to the
offering price listed on the cover page of this prospectus
supplement and the accompanying prospectus.
Relationships
With Underwriters
Certain of the underwriters and their related entities have
engaged, and may in the future engage, in commercial and
investment banking transactions with us in the ordinary course
of their business. They have received, and expect to receive,
customary compensation and expense reimbursement for these
commercial and investment banking transactions.
S-30
Selling
Restrictions
European
Economic Area
In relation to each member state of the European Economic Area
that has implemented the Prospectus Directive (each, a relevant
member state), with effect from and including the date on which
the Prospectus Directive is implemented in that relevant member
state (the relevant implementation date), an offer of securities
described in this prospectus may not be made to the public in
that relevant member state other than:
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to any legal entity that is authorized or regulated to operate
in the financial markets or, if not so authorized or regulated,
whose corporate purpose is solely to invest in securities;
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to any legal entity that has two or more of (1) an average
of at least 250 employees during the last financial year;
(2) a total balance sheet of more than 43,000,000 and
(3) an annual net turnover of more than 50,000,000,
as shown in its last annual or consolidated accounts;
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to fewer than 100 natural or legal persons (other than qualified
investors as defined in the Prospectus Directive) subject to
obtaining the prior consent of the representative; or
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in any other circumstances that do not require the publication
of a prospectus pursuant to Article 3 of the Prospectus
Directive,
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provided that no such offer of securities shall require us or
any underwriter to publish a prospectus pursuant to
Article 3 of the Prospectus Directive.
For purposes of this provision, the expression an offer of
securities to the public in any relevant member state
means the communication in any form and by any means of
sufficient information on the terms of the offer and the
securities to be offered so as to enable an investor to decide
to purchase or subscribe the securities, as the expression may
be varied in that member state by any measure implementing the
Prospectus Directive in that member state, and the expression
Prospectus Directive means Directive 2003/71/EC and
includes any relevant implementing measure in each relevant
member state.
We and the selling stockholders have not authorized and do not
authorize the making of any offer of securities through any
financial intermediary on their behalf, other than offers made
by the underwriters with a view to the final placement of the
securities as contemplated in this prospectus. Accordingly, no
purchaser of the securities, other than the underwriters, is
authorized to make any further offer of the securities on behalf
of us, the selling stockholders or the underwriters.
United
Kingdom
This prospectus supplement is only being distributed to, and is
only directed at, persons in the United Kingdom that are
qualified investors within the meaning of Article 2(1)(e)
of the Prospectus Directive (Qualified Investors)
that are also (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the Order) or
(ii) high net worth entities, and other persons to whom it
may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as relevant persons).
This prospectus and its contents are confidential and should not
be distributed, published or reproduced (in whole or in part) or
disclosed by recipients to any other persons in the United
Kingdom. Any person in the United Kingdom that is not a relevant
persons should not act or rely on this document or any of its
contents.
Switzerland
This prospectus supplement, as well as any other material
relating to the shares which are the subject of the offering
contemplated by this prospectus supplement, do not constitute an
issue prospectus pursuant to Article 652a
and/or 1156
of the Swiss Code of Obligations. The shares will not be listed
on the SIX Swiss Exchange and, therefore, the documents relating
to the shares, including, but not limited to, this document, do
not claim to comply with the disclosure standards of the listing
rules of SIX Swiss Exchange and corresponding prospectus schemes
annexed to the listing rules of the SIX Swiss Exchange. The
shares are being offered in Switzerland by way of a private
placement, i.e., to a small number of selected investors
S-31
only, without any public offer and only to investors who do not
purchase the shares with the intention to distribute them to the
public. The investors will be individually approached by the
issuer from time to time. This document, as well as any other
material relating to the shares, is personal and confidential
and do not constitute an offer to any other person. This
document may only be used by those investors to whom it has been
handed out in connection with the offering described herein and
may neither directly nor indirectly be distributed or made
available to other persons without express consent of the
issuer. It may not be used in connection with any other offer
and shall in particular not be copied
and/or
distributed to the public in (or from) Switzerland.
Brazil
The securities are offered through a private placement and have
not and will not be submitted to the Comissao de Valores
Mobiliaros for approval. Documents relating to such offerings,
as well as the information contained herein may not be supplied
to the public as a public offering in Brazil or be used in
connection with any offer for subscription or sale to the public
in Brazil.
Australia
No prospectus or other disclosure document (as defined in the
Corporations Act 2001 (Cth) of Australia (Corporations
Act)) in relation to the securities has been or will be
lodged with the Australian Securities & Investments
Commission (ASIC). This document has not been lodged
with ASIC and is only directed to certain categories of exempt
persons. Accordingly, if you receive this document in Australia:
(a) you confirm and warrant that you are either:
(i) a sophisticated investor under
section 708(8)(a) or (b) of the Corporations Act;
(ii) a sophisticated investor under
section 708(8)(c) or (d) of the Corporations Act and
that you have provided an accountants certificate to us
which complies with the requirements of
section 708(8)(c)(i) or (ii) of the Corporations Act
and related regulations before the offer has been made;
(iii) a person associated with the company under
section 708(12) of the Corporations Act; or
(iv) a professional investor within the meaning
of section 708(11)(a) or (b) of the Corporations Act,
and to the extent that you are unable to confirm or warrant that
you are an exempt sophisticated investor, associated person or
professional investor under the Corporations Act any offer made
to you under this document is void and incapable of
acceptance; and
(b) you warrant and agree that you will not offer any of
the securities for resale in Australia within 12 months of
those securities being issued unless any such resale offer is
exempt from the requirement to issue a disclosure document under
section 708 of the Corporations Act.
Hong
Kong
The securities may not be offered or sold in Hong Kong, by means
of any document, other than (a) to professional
investors as defined in the Securities and Futures
Ordinance (Cap. 571, Laws of Hong Kong) and any rules made under
that Ordinance or (b) in other circumstances which do not
result in the document being a prospectus as defined
in the Companies Ordinance (Cap. 32, Laws of Hong Kong) or which
do not constitute an offer to the public within the meaning of
that Ordinance. No advertisement, invitation or document
relating to the securities may be issued or may be in the
possession of any person for the purpose of the issue, whether
in Hong Kong or elsewhere, which is directed at, or the contents
of which are likely to be read by, the public in Hong Kong
(except if permitted to do so under the laws of Hong Kong) other
than with respect to the securities which are intended to be
disposed of only to persons outside Hong
S-32
Kong or only to professional investors as defined in
the Securities and Futures Ordinance (Cap. 571, Laws of Hong
Kong) or any rules made under that Ordinance.
India
This prospectus supplement has not been and will not be
registered as a prospectus with the Registrar of Companies in
India or with the Securities and Exchange Board of India. This
prospectus supplement or any other material relating to these
securities is for information purposes only and may not be
circulated or distributed, directly or indirectly, to the public
or any members of the public in India and in any event to not
more than 50 persons in India. Further, persons into whose
possession this prospectus supplement comes are required to
inform themselves about and to observe any such restrictions.
Each prospective investor is advised to consult its advisors
about the particular consequences to it of an investment in
these securities. Each prospective investor is also advised that
any investment in these securities by it is subject to the
regulations prescribed by the Reserve Bank of India and the
Foreign Exchange Management Act and any regulations framed
thereunder.
Japan
No securities registration statement (SRS) has been
filed under Article 4, Paragraph 1 of the Financial
Instruments and Exchange Law of Japan (Law No. 25 of 1948,
as amended) (FIEL) in relation to the securities.
The securities are being offered in a private placement to
qualified institutional investors
(tekikaku-kikan-toshika) under Article 10 of the
Cabinet Office Ordinance concerning Definitions provided in
Article 2 of the FIEL (the Ministry of Finance Ordinance
No. 14, as amended) (QIIs), under
Article 2, Paragraph 3, Item 2 i of the FIEL. Any
QII acquiring the securities in this offer may not transfer or
resell those shares except to other QIIs.
Korea
The securities may not be offered, sold and delivered directly
or indirectly, or offered or sold to any person for reoffering
or resale, directly or indirectly, in Korea or to any resident
of Korea except pursuant to the applicable laws and regulations
of Korea, including the Korea Securities and Exchange Act and
the Foreign Exchange Transaction Law and the decrees and
regulations thereunder. The securities have not been registered
with the Financial Services Commission of Korea for public
offering in Korea. Furthermore, the securities may not be resold
to Korean residents unless the purchaser of the securities
complies with all applicable regulatory requirements (including
but not limited to government approval requirements under the
Foreign Exchange Transaction Law and its subordinate decrees and
regulations) in connection with the purchase of the securities.
Singapore
This prospectus supplement has not been registered as a
prospectus with the Monetary Authority of Singapore.
Accordingly, this prospectus supplement and any other document
or material in connection with the offer or sale, or invitation
for subscription or purchase, of the securities may not be
circulated or distributed, nor may the securities be offered or
sold, or be made the subject of an invitation for subscription
or purchase, whether directly or indirectly, to persons in
Singapore other than (i) to an institutional investor under
Section 274 of the Securities and Future Act,
Chapter 289 of Singapore (the SFA),
(ii) to a relevant person as defined in
Section 275(2) of the SFA, or any person pursuant to
Section 275 (1A), and in accordance with the conditions,
specified in Section 275 of the SFA or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA. Where the securities are
subscribed and purchased under Section 275 of the SFA by a
relevant person which is:
(a) a corporation (which is not an accredited investor (as
defined in Section 4A of the SFA)) the sole business of
which is to hold investments and the entire share capital of
which is owned by one or more individuals, each of whom is an
accredited investor; or
S-33
(b) a trust (where the trustee is not an accredited
investor (as defined in Section 4A of the SFA)) whose sole
whole purpose is to hold investments and each beneficiary is an
accredited investor,
shares, debentures and units of shares and debentures of that
corporation or the beneficiaries rights and interest
(howsoever described) in that trust shall not be transferable
within six months after that corporation or that trust has
acquired the securities under Section 275 of the SFA except:
(i) to an institutional investor under Section 274 of
the SFA or to a relevant person (as defined in
Section 275(2) of the SFA) and in accordance with the
conditions, specified in Section 275 of the SFA;
(ii) (in the case of a corporation) where the transfer
arises from an offer referred to in Section 275(1A) of the
SFA, or (in the case of a trust) where the transfer arises from
an offer that is made on terms that such rights or interests are
acquired at a consideration of not less than S$200,000 (or its
equivalent in a foreign currency) for each transaction, whether
such amount is to be paid for in cash or by exchange of
securities or other assets;
(iii) where no consideration is or will be given for the
transfer; or
(iv) where the transfer is by operation of law.
By accepting this prospectus supplement, the recipient hereof
represents and warrants that he is entitled to receive it in
accordance with the restrictions set forth above and agrees to
be bound by limitations contained herein. Any failure to comply
with these limitations may constitute a violation of law.
EXPERTS
The consolidated financial statements and schedule as of
December 31, 2010 and 2009 and for each of the three years
in the period ended December 31, 2010, and the assessment
of the effectiveness of internal control over financial
reporting as of December 31, 2010 incorporated by reference
in this prospectus supplement have been so incorporated herein
in reliance upon the reports of BDO USA, LLP, an independent
registered public accounting firm, incorporated herein by
reference, given on the authority of such firm as experts in
accounting and auditing.
LEGAL
MATTERS
Robert M. Grace, Jr., our General Counsel, and
Hunton & Williams LLP, our special counsel, will issue
opinions about the legality of the common stock and certain
other legal matters relating to this offering. The underwriters
will be advised about issues relating to this offering by their
legal counsel, King & Spalding LLP, Atlanta, Georgia.
As of February 28, 2011, Mr. Grace beneficially owned,
or had options to acquire, a number of shares of our common
stock, which represented less than 0.2% of our total outstanding
common stock.
INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to incorporate by reference
the information we file with it, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is an
important part of this document, and information that we file
later with the Commission will automatically update and
supersede the information in this prospectus. Our Commission
filing number is
001-34220.
We incorporate by reference the documents listed below and any
future filings made by us with the Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, until we sell all of the
securities being registered; provided, however, that we are not
incorporating by reference any information furnished under
Item 2.02 or Item 7.01 of any Current Report on
Form 8-K,
unless and, to the extent, specified in any such Current Report
on
Form 8-K.
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Our Annual Report on
Form 10-K
for the year ended December 31, 2010.
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S-34
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Our Proxy Statement on Schedule 14A filed on March 31,
2010.
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Our Current Reports on
Form 8-K
filed on January 5, 2011, February 22, 2011 (solely
with respect to Item 8.01) and March 3, 2011.
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Copies of any documents incorporated by reference in this
prospectus are available free of charge by writing 3D Systems
Corporation, 333 Three D Systems Circle, Rock Hill, South
Carolina 29730, Attention: Investor Relations Coordinator, or by
telephoning us at
(803) 326-3900.
S-35
PROSPECTUS
3D SYSTEMS
CORPORATION
$175,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Units
We may offer and sell, from time to time, our common stock,
preferred stock, debt securities, warrants to purchase debt or
equity securities or units of such securities at prices and on
terms that will be determined at the time of any such offering.
Any selling stockholder identified in a prospectus supplement
may offer and sell, from time to time, our common stock at
prices and on terms that will be determined at the time of any
such offering.
The securities offered pursuant to this prospectus may be sold
at prevailing market prices or at prices different than
prevailing market prices. We or any selling stockholder may
offer and sell these securities to or through one or more
underwriters, dealers and agents, or directly to purchasers, on
a delayed or continuous basis. The prospectus supplement for
each offering will provide the specific terms of the plan of
distribution for that offering.
Each time our securities are offered under this prospectus, we
will provide a prospectus supplement containing more specific
information about the particular offering. The prospectus
supplements may also add, update or change information contained
in this prospectus. You should carefully read this prospectus
and any accompanying prospectus supplement, together with the
documents we incorporate by reference, before you invest in our
securities. This prospectus may not be used to sell securities
unless accompanied by a prospectus supplement or free writing
prospectus.
Our common stock is listed on The Nasdaq Global Market under the
ticker symbol TDSC. We have not yet determined
whether any of the other securities that may be offered by this
prospectus will be listed on any exchange, inter-dealer
quotation system or
over-the-counter
system. If we decide to seek a listing for any of those
securities, that will be disclosed in a prospectus supplement.
Investing in our securities involves substantial risks. See
Risk Factors on page 6 herein and in our most
recent Annual Report on
Form 10-K,
which is incorporated by reference herein, updated and
supplemented by our periodic reports and other information filed
by us with the Securities and Exchange Commission and
incorporated by reference herein. The prospectus supplement
applicable to each type or series of securities we or any
selling stockholder offer may contain a discussion of additional
risks applicable to an investment in us and the particular type
of securities we are offering under that prospectus
supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is March 3, 2011.
TABLE OF
CONTENTS
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1
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement on
Form S-3
that we filed with the Securities and Exchange Commission (the
Commission) using a shelf registration
process. Under this shelf registration process, we or any
selling stockholder to be named in a prospectus supplement may,
from time to time, offer
and/or sell
the securities referenced in this prospectus in one or more
offerings or resales. Each time securities are offered, we will
provide a prospectus supplement and attach it to this
prospectus. We may also provide you a free writing prospectus at
the time our securities are offered. The prospectus supplement
and/or free
writing prospectus will contain more specific information about
the offering. The prospectus supplement and free writing
prospectus may also add, update or change information contained
in this prospectus. Any statement that we make in this
prospectus will be modified or superseded by any inconsistent
statement made by us in a prospectus supplement or free writing
prospectus. You should read both this prospectus and any
accompanying prospectus supplement together with the additional
information described under the heading Incorporation of
Certain Documents by Reference.
We have filed or incorporated by reference exhibits to the
registration statement of which this prospectus forms a part.
You should read the exhibits carefully for provisions that may
be important to you. Any statement made in this prospectus
concerning the contents of any contract, agreement or other
document is only a summary of the actual document. You may
obtain a copy of any document summarized in this prospectus at
no cost by writing to or telephoning us at the address and
telephone number given below. Each statement regarding a
contract, agreement or other document is qualified in its
entirety by reference to the actual document. See Where
You Can Find More Information below.
You should rely only on the information contained in this
prospectus, any applicable prospectus supplement, any free
writing prospectus and the documents incorporated by reference
herein or therein. We have not authorized anyone to provide you
with information different from that contained in this
prospectus or any prospectus supplement, free writing prospectus
or incorporated by reference herein. This prospectus may be used
only where it is legal to sell these securities. This prospectus
is not an offer to sell, or a solicitation of an offer to buy,
in any state where the offer or sale is prohibited. The
information in this prospectus, any prospectus supplement or any
document incorporated herein or therein by reference is accurate
as of the date contained on the cover of such documents. Neither
the delivery of this prospectus or any prospectus supplement,
nor any sale made under this prospectus or any prospectus
supplement will, under any circumstances, imply that the
information in this prospectus or any prospectus supplement is
correct as of any date after the date of this prospectus or any
such prospectus supplement or free writing prospectus. Our
business, financial condition, results of operations and
prospects may have changed since that date.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to incorporate by reference
into this prospectus the information we have filed with the
Commission. This means that we can disclose important
information by referring you to those documents. Our Commission
filing number is
001-34220.
All documents that we file with the Commission on or after the
date of this prospectus pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the Exchange Act), prior to the termination of this
offering, will be deemed to be incorporated by reference into
this prospectus and to be a part hereof from the date of filing
of such documents. We are not, however, incorporating by
reference any documents or portions thereof, whether
specifically listed below or filed in the future, that are not
deemed filed with the Commission under its rules and
regulations, including information furnished pursuant to
Item 2.02 or 7.01 of
Form 8-K.
Any statement contained in a document incorporated or deemed to
be incorporated by reference in this prospectus shall be deemed
to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.
2
We incorporate by reference the following documents that we have
filed with the Commission, and any filings that we will make
with the Commission in the future, under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, until this offering is
terminated:
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Our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2010;
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Our Current Report on
Form 8-K
filed on January 5, February 22 (solely with respect to
Item 8.01), 2011 and March 3, 2011;
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Our Definitive Proxy Statement on Schedule 14A filed on
March 31, 2010; and
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Our Registration Statement on
Form 8-B,
filed with the Commission on August 13, 1993, as amended by
Form 8-B/A,
filed with the Commission on February 4, 1994, describing
our common stock, and any amendment or report filed with the
Commission for the purpose of updating the description.
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Copies of any documents incorporated by reference in this
prospectus are available free of charge by writing 3D Systems
Corporation, 333 Three D Systems Circle, Rock Hill, South
Carolina 29730, Attention: Investor Relations Coordinator, or by
telephoning us at
(803) 326-3900.
WHERE YOU
CAN FIND MORE INFORMATION
We file quarterly, annual and other periodic reports, proxy
statements and other information with the Commission. Copies of
our reports, proxy statements and other information may be
inspected and copied at the Commissions Public Reference
Room at 100 F Street, N.E., Washington, D.C.
20549. You may obtain information on the operation of the Public
Reference Room by calling the Commission at
1-800-SEC-0330.
The Commission maintains an internet site that contains reports,
proxy and information statements and other information regarding
3D Systems and other issuers that file electronically with the
Commission. The address of the Commission internet site is
www.sec.gov. This information is also available on our
website at www.3DSystems.com. Information contained on
these websites is not incorporated by reference into and does
not constitute a part of this prospectus.
We have filed a registration statement on
Form S-3
under the Securities Act of 1933, as amended (the
Securities Act), with the Commission with respect to
the securities to be sold hereunder. This prospectus has been
filed as part of that registration statement. This prospectus
does not contain all of the information set forth in the
registration statement because certain parts of the registration
statement are omitted in accordance with the rules and
regulations of the Commission. The registration statement is
available for inspection and copying as set forth above.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made in this prospectus and any accompanying
prospectus supplement 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 our actual
results, performance or achievements to be materially different
from historical results or from any future results expressed or
implied by such forward-looking statements. Certain of these
risks and uncertainties are discussed under the heading
Risk Factors below and in our other Commission
filings. All forward looking statements should be read with
caution.
In addition to statements that explicitly describe such risks
and uncertainties, you are urged to consider statements in
future or conditional tenses or that include terms such as
believes, belief, expects,
intends, anticipates or
plans to be uncertain and forward-looking.
Forward-looking statements may include statements as to our
beliefs and expectations as to future events and trends
affecting our business. Forward-looking statements are based
upon our current expectations concerning future events and
trends and are necessarily subject to uncertainties, many of
which are outside of our control. The factors incorporated by
reference under the heading Risk Factors below and
those described in our other Commission reports, as
3
well as other factors, could cause actual results to differ
materially from those reflected or predicted in forward-looking
statements.
If one or more of these or other risks or uncertainties
materialize, or if our underlying assumptions prove to be
incorrect, actual results may vary materially from those
reflected in or suggested by forward-looking statements. Any
forward-looking statement you read in this prospectus and any
accompanying prospectus supplement reflects our views with
respect to future events and is subject to these and other
risks, uncertainties and assumptions relating to our operations,
results of operations, growth strategy and liquidity. You should
specifically consider the factors identified or referred to in
this prospectus, any accompanying prospectus supplement and our
other Commission reports, including our Annual Report on
Form 10-K
for the year ended December 31, 2010, which could cause
actual results to differ from those referred to in
forward-looking statements.
Any forward-looking statements are based on our beliefs and
assumptions, using information currently available to us. Except
as required by law, we undertake no obligation to revise or
publicly release the results of any revision to any
forward-looking statements. You are advised, however, to consult
any additional disclosures we make in our periodic reports to
the Commission. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by the cautionary
statements contained in this prospectus and any accompanying
prospectus supplement.
4
OUR
COMPANY
This summary description of us and our business highlights
selected information about us contained elsewhere in this
prospectus or incorporated herein by reference. This summary may
not contain all of the information about us that you should
consider before buying securities in this offering. You should
carefully read this entire prospectus and any applicable
prospectus supplement, including each of the documents
incorporated herein by reference, before making an investment
decision. As used herein, we, us, and
our refer to 3D Systems Corporation and its
subsidiaries.
We are a holding company that operates through subsidiaries in
the United States, Europe and the
Asia-Pacific
region. We design, develop, manufacture, market and service a
comprehensive portfolio of 3D printers and related
products, print materials and services. We are a leading global
provider of
3D content-to-print
solutions including personal, professional and production 3D
printers, print materials and custom parts services. Our
expertly integrated rapid prototyping and manufacturing
solutions reduce the time and cost of designing new products by
printing real parts directly from digital data. These solutions
are used to design, communicate, prototype and produce
functional end-use parts.
Customers use our proprietary printers and print services to
produce physical objects from digital data that was created
using commonly available computer-aided design software, often
referred to as CAD software, or other digital-capture
devices such as scanners. The ability to print functional parts
from digital data enables our customers to harness complete
freedom of geometrical creation to design and build detailed
prototypes or production parts quickly and efficiently without a
significant investment in expensive tooling, greatly reducing
the time and cost required to produce prototypes or to customize
production parts.
Our extensive portfolio of 3D printers is based on six unique
print engines that employ proprietary, additive layer printing
processes designed to meet our customers most demanding
design, prototyping, testing, tooling and production
requirements. Our principal print engines include
stereolithography or
SLA®
printers, selective laser sintering or
SLS®
printers, multi-jet modeling printers, film transfer imaging
printers, selective laser melting printers and plastic jet
printers. We believe that our 3D printer solutions and services
enable our customers to develop and manufacture better quality,
higher functionality, new products faster and more economically
than with traditional methods.
Our product development efforts are focused on providing our
customers with an expanded portfolio of 3D
content-to-print
solutions targeting their entire
design-to-manufacturing
requirements from rapid prototyping services to
on-site
office, model-shop and production floor printers. We are
focusing on developing a comprehensive menu of affordable to own
and operate 3D printing solutions to address applications in the
education, transportation, recreation, healthcare and consumer
products marketplaces, which we believe represent significant
growth opportunities for our business.
We continue to develop new printers, print materials and custom
parts services and have expanded our technology platform through
internal development efforts and through acquisitions. Our 3D
content-to-print
solutions are used by our customers to replace, displace or
complement traditional
design-to-manufacturing
solutions including 2D plotters and wide-format printers, CNC
machining centers and a wide variety of other traditional
machine-tool and molding alternatives.
In rapid manufacturing applications, our printers are used to
manufacture end-use parts that have the appearance and
performance of high-quality injection-molded parts. Customers
who adopt our rapid manufacturing solutions avoid the
significant costs of complex
set-ups and
changeovers and eliminate the costs and lead times associated
with conventional tooling methods or labor intensive
craftsmanship. Rapid manufacturing enables our customers to
produce optimized designs because they can design for function,
unconstrained by normal
design-for-manufacture
considerations.
In communication and design applications, our printers are used
to produce three-dimensional objects, primarily for visualizing
and communicating concepts, various design applications and
other applications, including supply chain management and
functional models.
In rapid prototyping applications, our printers are used to
quickly and efficiently generate product-concept models,
functional prototypes to test form, fit and function, master
patterns and expendable patterns for urethane and investment
casting that are often used for evaluating product designs and
short-run production.
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We provide expertly integrated solutions consisting of printers,
print materials, software tools and a variety of related
customer services. Our extensive solutions portfolio enables us
to offer our customers a cost effective way to transform the
manner in which they design, develop and manufacture their
products.
We are incorporated under the laws of the State of Delaware. Our
executive office is located at 333 Three D Systems Circle, Rock
Hill, South Carolina 29730. Our telephone number is
(803) 326-3900.
Our website is www.3Dsystems.com. Information contained
in our website is not incorporated by reference into and does
not constitute part of this prospectus.
RISK
FACTORS
Investing in our securities involves risks that could affect us
and our business as well as our industry generally. Please see
the risk factors discussed herein and in our most recently filed
Annual Report on
Form 10-K
which is incorporated by reference into this document, as such
may be updated and supplemented by our Commission filings. Much
of the business information as well as the financial and
operational data contained in our risk factors is updated in our
periodic reports and current reports, which are also
incorporated by reference into this document. Although we have
tried to discuss key factors, please be aware that other risks
may prove to be important in the future. New risks may emerge at
any time, and we cannot predict such risks or estimate the
extent to which they may affect our financial condition or
performance. Before purchasing any of our securities, you should
carefully consider the risks discussed herein and in our Annual
Report on
Form 10-K
for the year ended December 31, 2010, and the other
information in this prospectus supplement and the accompanying
prospectus, as well as any future filings that are incorporated
by reference herein and any related free writing prospectus.
Risks related to any specific securities we offer will be
described in the applicable prospectus supplement relating to
those securities. Each of the risks described could result in a
material decrease in the value of our securities and your
investment in them.
USE OF
PROCEEDS
Unless we state otherwise in the applicable prospectus
supplement accompanying this prospectus, we expect to use the
net proceeds from our sale of offered securities:
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to finance future acquisitions of other entities or their
assets; and
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for working capital and general corporate purposes, which may
include the repayment of any future indebtedness.
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In the event that any net proceeds are not immediately applied,
we may temporarily hold them as cash, deposit them in banks, or
invest them in cash equivalents or securities that our
investment policies permit us to invest in from time to time. We
will not receive any proceeds from any sale of shares of our
common stock by any selling stockholder.
RATIO OF
EARNINGS TO FIXED CHARGES
The following table contains our consolidated ratio of earnings
to fixed charges for the periods indicated. You should read
these ratios in connection with our consolidated financial
statements, including the notes to those statements,
incorporated by reference in this prospectus.
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For the Year Ended December 31,
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2010
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2009
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2008
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2007
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2006
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Ratio of earnings to fixed charges
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16.8x
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2.6x
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Fixed charges exceeded earnings for the years ended
December 31, 2008, 2007 and 2006. The amount of the
deficiency, or the fixed charge amounts in excess of earnings
were approximately $5.9 million, $6.2 million and
$27.1 million in 2008, 2007 and 2006, respectively. |
6
We have computed the ratio of earnings to fixed charges by
dividing earnings by fixed charges. For the purposes of
computing these ratios, earnings have been
calculated by adding fixed charges to income (loss) before
income taxes less non controlling interest and fixed
charges as the sum of interest on debt and capitalized
leases, amortization of debt discount and expense, and an
imputed interest factor included in rentals.
Currently, we do not have any shares of preferred stock
outstanding.
DESCRIPTION
OF THE SECURITIES WE MAY OFFER
This prospectus contains summary descriptions of our common
stock (including their corresponding preferred stock purchase
rights), preferred stock, debt securities, warrants to purchase
debt or equity securities and units that we may offer from time
to time. As further described in this prospectus, these summary
descriptions are not meant to be complete descriptions of each
security. The particular terms of any security will be described
in the accompanying prospectus supplement and other offering
material. The accompanying prospectus supplement may add, update
or change the terms and conditions of the securities as
described in this prospectus
DESCRIPTION
OF CAPITAL STOCK
The following description of our capital stock is based upon our
Certificate of Incorporation, our
By-Laws and
applicable provisions of law, in each case as currently in
effect. The following description is only a summary of the
material provisions of our capital stock set forth in our
Certificate of Incorporation and our By-Laws, each as in effect
as of the date of this prospectus, does not purport to be
complete, and is qualified in its entirety by reference to such
documents, the information regarding our capital stock
incorporated by reference herein from our Commission filings and
the applicable provisions of the Delaware General Corporation
Law. The documents governing our capital stock have been filed
as exhibits to the registration statement of which this
prospectus forms a part.
The particular terms of any series of preferred stock we offer
will be described in the related prospectus supplement. You
should read that description, together with the more detailed
provisions of our Certificate of Incorporation and the
certificate of designations relating to the particular series of
preferred stock, for provisions that may be important to you.
The certificate of designations relating to each particular
series of preferred stock will be filed as an exhibit to a
document incorporated by reference into the registration
statement of which this prospectus forms a part.
General
Our authorized capital stock consists of 60,000,000 shares
of common stock, par value $0.001 per share, and
5,000,000 shares of preferred stock, par value $0.001 per
share.
As of December 31, 2010, we had the following equity
securities outstanding:
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23,355,527 shares of common stock;
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no shares of preferred stock; and
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777,382 options to purchase a like number of shares of common
stock.
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The following description of our capital stock does not purport
to be complete and is subject to and qualified by our
Certificate of Incorporation, our Amended and Restated By-Laws,
and the applicable provisions of the Delaware General
Corporation Law, each as in effect as of the date of this
prospectus.
Common
Stock
Our common stock is traded on The Nasdaq Global Market under the
symbol TDSC. Holders of our common stock are
entitled to one vote for each share on all matters voted upon by
our stockholders, including
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the election of directors. Holders of our common stock do not
have cumulative voting rights or preemptive rights to purchase
additional shares of our common stock.
Subject to the rights of holders of any then outstanding shares
of our preferred stock, our common stockholders are entitled to
receive such dividends as may be declared from time to time by
our Board of Directors from funds legally available therefor. We
do not currently pay cash dividends on our common stock, and we
currently intend to retain any future earnings for use in our
business. Any future determination as to the declaration of
dividends on our common stock will be made at the discretion of
the Board of Directors and will depend on our earnings,
operating and financial condition, capital requirements and
other factors deemed relevant by the Board of Directors,
including the applicable requirements of the Delaware General
Corporation Law, which provides that dividends are payable only
out of surplus or current net profits. The payment of dividends
on our common stock may be restricted by the provisions of
credit agreements or other financing documents that we may enter
into or the terms of securities that we may issue from time to
time.
Holders of our common stock are entitled to share ratably in our
net assets upon our dissolution, liquidation or
winding-up,
after payment or provision for all liabilities and any pari
passu or preferential liquidation rights of our preferred stock
then outstanding.
The shares of our common stock are not subject to any redemption
provisions and are not convertible into any other shares of our
capital stock. All outstanding shares of our common stock are
fully paid and nonassessable. The rights, preferences and
privileges of holders of our common stock are subject to, and
may be adversely affected by, those of the holders of preferred
stock, and will be subject to those of the holders of any shares
of our preferred stock that we may issue in the future,
including our Series A Preferred Stock discussed below.
Preferred
Stock
The Board of Directors may, from time to time, authorize the
issuance of one or more classes or series of preferred stock
without stockholder approval up to the maximum of
5,000,000 shares of preferred stock that are currently
authorized. Subject to the provisions of our Certificate of
Incorporation, as amended, and limitations prescribed by law,
the Board of Directors is authorized to adopt resolutions,
without any action or vote by our stockholders, that set for the
terms and rights of any future series of preferred stock. Those
terms and rights may include:
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the designation of the series;
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the number of shares of the series, which number the Board of
Directors may thereafter, except where otherwise provided in the
applicable certificate of designation, increase or decrease, but
not below the number of shares thereof then outstanding;
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whether dividends, if any, will be cumulative or noncumulative,
and, in the case of shares of any series having cumulative
dividend rights, the date or dates or method of determining the
date or dates from which dividends on the shares of such series
shall be cumulative;
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the rate of any dividends or method of determining such
dividends payable to the holders of the shares of such series,
any conditions upon which such dividends will be paid and the
date or dates or the method for determining the date or dates
upon which such dividends will be payable;
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the redemption rights and prices, if any, for shares of the
series;
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the terms and amounts of any sinking fund provided for the
purchase or redemption of shares of the series;
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the amounts payable on and the preferences, if any, of shares of
the series in the event of our voluntary or involuntary
liquidation, dissolution, or winding up;
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whether the shares of the series will be convertible or
exchangeable into shares of any other class or series, or any
other security, of us or any other entity, and, if so, the
specification of such other class or series or such other
security, the conversion or exchange price or prices or rate or
rates, any adjustments
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thereof, the date or dates as of which such shares will be
convertible or exchangeable and all other terms and conditions
upon which such conversion or exchange may be made;
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restrictions on the issuance of shares of the same series or of
any other class or series;
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the voting rights, if any, of the holders of the shares of the
series; and
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any other relative rights, preferences, and limitations of such
series.
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One of the effects of the Board of Directors right to
designate and issue preferred stock without stockholder approval
may be to enable the Board of Directors to discourage an attempt
to obtain control of the company by means of a tender offer,
proxy contest, merger or otherwise. Furthermore, the issuance of
preferred stock may adversely affect the rights of our common
stockholders by, among other things:
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restricting dividends on the common stock;
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diluting the voting power of the common stock;
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impairing the liquidation rights of the common stock; or
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delaying or preventing a change in control without further
action by the stockholders.
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Series A
Preferred Stock
Of the 5,000,000 shares of preferred stock authorized by
our Certificate of Incorporation, as amended, our Board of
Directors has designated 1,000,000 shares as Series A
Preferred Stock. In 2008, our Board of Directors approved the
creation of our Series A Preferred Stock and adopted a
stockholders rights plan pursuant to which it declared a
dividend of one Series A Preferred Stock purchase right for
each share of our common stock held by stockholders of record as
of the close of business on December 22, 2008. These
preferred share purchase rights also attach to any additional
shares of common stock issued after December 22, 2008.
These rights are not currently exercisable and trade with the
shares of our common stock. Under the rights plan, these rights
generally become exercisable only if a person or group acquires
or commences a tender or exchange offer for 15 percent or
more of our common stock. If the rights become exercisable, each
right will permit its holder to purchase one one-hundredth of a
share of Series A Preferred Stock for the exercise price of
$55.00 per right. The rights plan also contains customary
flip-in and flip-over provisions such
that if a person or group acquires beneficial ownership of
15 percent or more of our common stock, each right will
permit its holder, other than the acquiring person or group, to
purchase shares of our common stock for a price equal to the
quotient obtained by dividing $55.00 per right by one-half the
then current market price of our common stock. In addition, if,
after a person acquires such ownership, we are later acquired in
a merger or similar transaction, each right will permit its
holder, other than the acquiring person or group, to purchase
shares of the acquiring corporations stock for a price
equal to the quotient obtained by dividing $55.00 per right by
one-half of the then current market price of the acquiring
companys common stock, based on the market price of the
acquiring corporations stock prior to such merger. See
Rights Plan below.
Rights
Plan
As noted above, on December 9, 2008, our Board of Directors
adopted a stockholder rights plan, as set forth in the Rights
Agreement dated as of December 9, 2008, by and between us
and Computershare Trust Company, N.A., as rights agent (the
Rights Agreement). Pursuant to the terms of the
Rights Agreement, the Board declared a dividend of one
Series A Preferred Stock purchase right (a
Right) for each outstanding share of common stock.
The dividend was distributed on December 22, 2008 to the
stockholders of record on December 22, 2008.
Currently, the Rights trade with, and are inseparable from, our
common stock. The Rights will be issued in either certificated
or uncertificated form. In uncertificated form, they are
evidenced only by the balances indicated in the records of the
transfer agent for our common stock or, in the case of
certificated shares, by legends appearing on certificates issued
after December 22, 2008 that represent such shares of
common stock. Rights will also accompany any new shares of
common stock that we issue after December 22, 2008 until
the
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earlier of the Distribution Date, the Redemption Date or
the Final Expiration Date of the Rights Agreement, each as
described below.
Once the Rights become exercisable following a Distribution
Date, each Right will permit its holder to purchase from us one
one-hundredth of a share of our Series A Preferred Stock
(Series A Preferred Share) for $55.00. Prior to
the occurrence of a Distribution Date and the subsequent
exercise of the Rights by the holders of record thereof, the
Rights do not give their holders any rights with respect to
Series A Preferred Shares, common stock or otherwise.
The Rights are not exercisable until the earlier of the
following (the Distribution Date):
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10 days after the public announcement that a person or
group has become an Acquiring Person by obtaining
beneficial ownership of 15% or more of our outstanding common
stock; or
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10 business days (or a later date determined by the Board before
any person or group becomes an Acquiring Person) after a person
or group begins a tender or exchange offer which, if completed,
would result in that person or group becoming an Acquiring
Person.
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The Rights Agreement defines the term Acquiring
Person generally to mean any person who, together with all
affiliates and associates of such person, is the beneficial
owner of 15% or more of our outstanding common stock, including
common stock involved in certain derivative transactions
described in the Rights Agreement. However, that definition does
not generally include (i) 3D Systems Corporation, any
subsidiary of 3D Systems Corporation, any employee benefit or
stock ownership plan of 3D Systems Corporation or any such
subsidiary, or any entity holding common stock for or pursuant
to the terms of any such plan or (ii) any Exempt Person (as
defined below). Our Board has the authority under the Rights
Agreement to determine that a person who would otherwise be an
Acquiring Person has become an Acquiring Person inadvertently,
and to treat such person as not having become an Acquiring
Person if such person divests as promptly as practicable a
sufficient number of common stock so that such person would no
longer be an Acquiring Person.
As noted above, until a Distribution Date occurs, the balances
in the records of the transfer agent for our common stock or, in
the case of certificated shares, legends on common stock
certificates issued after December 22, 2008, will evidence
the Rights, and any transfer of shares of common stock, or in
the case of certificated shares, certificates for common stock,
will constitute a transfer of the associated Rights. After any
Distribution Date, the Rights will separate from the common
stock and will be recorded in the records of the rights agent,
either in certificated or uncertificated form. Only holders of
record of outstanding Rights after the occurrence of a
Distribution Date will be entitled to exercise any of the rights
of a holder of Rights. Any Rights held by an Acquiring Person or
any associate or affiliate of an Acquiring Person will be deemed
to be void and may not be exercised by any such person.
If a person or group becomes an Acquiring Person and a
Distribution Date occurs, all holders of record of Rights except
the Acquiring Person or any associate or affiliate thereof, may
purchase additional shares of our common stock for a price equal
to the quotient obtained by dividing $55.00 per right (subject
to adjustment as provided in the plan) by one-half of the then
current market price of our common stock. In addition, if, after
a person or group becomes an Acquiring Person, we are later
acquired in a merger or similar transaction after a Distribution
Date, all holders of record of Rights except the Acquiring
Person or any associate or affiliate thereof, may purchase
shares of the acquiring corporations stock for a price
equal to the quotient obtained by dividing $55.00 per right
(subject to adjustment as provided in the plan) by one-half of
the then current market price of the acquiring companys
stock, based on the price of the acquiring corporations
stock prior to such merger.
The Rights Agreement defines the term Exempt Person
generally to mean certain holders of our common stock who are
known to us as being the beneficial owners of more than 5% of
our common stock as long as they continue to hold such shares of
common stock as passive investment in our securities. At
December 31, 2010, these persons included St. Denis J.
Villere & Company, L.L.C., T. Rowe Price Associates,
Inc., The Clark Estates, Inc., G. Walter Loewenbaum, II,
Kevin S. Moore and any affiliate or associate of any of the
foregoing.
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Each Series A Preferred Share, if issued and outstanding:
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will not be redeemable.
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will entitle holders of record to cumulative cash dividends when
, as and if declared by the Board in an amount equal to the
amount, if any, of cash dividends paid on each share of common
stock, and additional quarterly cash dividends equal to $1.00
per whole Series A Preferred Share issued and outstanding
less the per share amount of all dividends, if any, declared on
common stock, if any, before giving effect to the application of
a formula number (as defined, which unless adjusted will equal
100) since the immediately preceding quarterly dividend
payment date.
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will entitle holders upon liquidation to receive an amount equal
to any accrued and unpaid dividends and distributions on
Series A Preferred Shares, whether or not declared, plus an
amount equal to the greater of (i) $0.01 per whole
Series A Preferred Share and (ii) an aggregate amount
per whole Series A Preferred Share equal to a formula
number (as defined, which unless adjusted will equal
100) then in effect times the aggregate amount to be
distributed to per share holders of common stock.
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will generally have the same voting power as one share of common
stock, will generally vote as a single class with our common
stock and will have the right to vote as a single class with
respect to such matters as are required by law.
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if shares of our common stock are exchanged via merger,
consolidation, or a similar transaction, will entitle holders to
a per share payment equal to the payment made on one share of
common stock.
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The Rights will expire on the earlier to occur of
(i) December 22, 2011, or such later date as approved
by the independent members of our Board of Directors (so long as
such determination is made prior to December 22, 2011), or
(ii) December 22, 2018 (the Final Expiration
Date). No payment will be made to the holder of any Right
upon its expiration.
The Board may redeem the Rights for $0.001 per Right at any time
prior to 10 days after such time that any person or group
becomes an Acquiring Person (the
Redemption Date). If the Board redeems any
Rights, it must redeem all of the Rights that are not deemed to
be void. Once the Rights are redeemed, the only right of the
holders of Rights will be to receive the redemption price of
$0.001 per Right. The redemption price will be adjusted if we
have a stock split or stock dividends of our common stock.
After a person or group becomes an Acquiring Person, but before
an Acquiring Person owns 50% or more of our outstanding common
stock, the Board may extinguish the Rights by exchanging one
share of common stock or an equivalent security for each Right,
other than Rights held by the Acquiring Person and its
associates and affiliates.
The Board may adjust the purchase price of the Series A
Preferred Shares to be paid upon the exercise of Rights, the
number of Series A Preferred Shares issuable and the number
of outstanding Rights from time to time to prevent dilution that
may occur from a stock dividend, a stock split or
reclassification of the issued and outstanding Series A
Preferred Shares or common stock or for certain other events set
forth in the Rights Agreement. No adjustments to the exercise
price of any Right amounting to less than 1% will be made, but
any such adjustment will be carried forward and applied with
respect to any subsequent anti-dilution adjustment.
The Rights Agreement may be amended by the Board in its sole
discretion until such time as any person becomes an Acquiring
Person. After such time the Board may, subject to certain
limitations set forth in the Rights Agreement, amend the Rights
Agreement only to cure any ambiguity, defect or inconsistency,
to shorten or lengthen any time period, or to make changes that
do not adversely affect the interests of Rights holders
(excluding the interests of an Acquiring Person or its
associates or affiliates).
In addition, the Board may, at any time prior to the time at
which any person becomes an Acquiring Person, amend the Rights
Agreement to lower the threshold at which a person becomes an
Acquiring Person to not less than 10%; provided,
however, that the Board may not cause a person or group
to become an
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Acquiring Person by lowering this threshold below the percentage
interest that such person or group already owns.
The Certificate of Designations of our Series A Preferred
Stock and the Rights Agreement are filed as exhibits to the
registration statement to which this prospectus forms a part and
are incorporated herein by reference. The foregoing description
of the terms of the Rights Agreement and the Rights is qualified
in its entirety by reference to the Certificate of Designations
and the Rights Agreement.
Transfer
Agent and Registrar
The transfer agent and registrar for our common stock is
Computershare Investor Services, 250 Royall Street MS 3B,
Canton, Massachusetts 02021.
Limitation
of Director Liability
Our Certificate of Incorporation, as amended, contains a
provision that limits the liability of our directors as
permitted under Section 102(b)(7) of the Delaware General
Corporation Law. The provision eliminates a directors
personal liability to us or our stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (A) for any breach of the directors duty of
loyalty to us or our stockholders, (B) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (C) under
Section 174 of the Delaware General Corporation Law or
(D) for any transaction from which the director derives an
improper personal benefit.
DESCRIPTION
OF DEBT SECURITIES
General
The Debt Securities offered by this prospectus will be our
direct unsecured general obligations. This prospectus describes
certain general terms of the Debt Securities offered through
this prospectus. When we offer to sell a particular series of
Debt Securities, we will describe the specific terms of that
series in a prospectus supplement or any free writing
prospectus. The Debt Securities will be issued under an
open-ended Indenture (for Debt Securities) between us and a
trustee to be elected by us at or about the time we offer our
Debt Securities. The open-ended Indenture (for Debt Securities)
is incorporated by reference into the registration statement of
which this prospectus is a part and is filed as an exhibit to
the registration statement. In this prospectus we refer to the
Indenture (for Debt Securities) as the Debt Securities
Indenture. We refer to the trustee under any Debt
Securities Indenture as the Debt Securities Trustee.
The prospectus supplement or any free writing prospectus
applicable to a particular series of Debt Securities may state
that a particular series of Debt Securities will be our
subordinated obligations. The form of Debt Securities Indenture
referred to above includes optional provisions (designated by
brackets
([ ]))
that we would expect to appear in a separate indenture for
subordinated debt securities in the event we issue subordinated
debt securities. In the following discussion, we refer to any
subordinated obligations as the Subordinated Debt
Securities. Unless the applicable prospectus supplement or
any free writing prospectus provides otherwise, we will use a
separate Debt Securities Indenture for any Subordinated Debt
Securities that we may issue. Our Debt Securities Indenture will
be, qualified under the Trust Indenture Act of 1939, as
amended, and you should refer to the Trust Indenture Act
for the provisions that apply to the Debt Securities.
We have summarized selected provisions of the Debt Securities
Indenture below. Each Debt Securities Indenture will be
independent of any other Debt Securities Indenture unless
otherwise stated in a prospectus supplement or any free writing
prospectus. The summary that follows is not complete and the
summary is qualified in its entirety by reference to the
provisions of the applicable Debt Securities Indenture. You
should consult the applicable Debt Securities, Debt Securities
Indenture, any supplemental indentures, officers
certificates and other related documents for more complete
information on the Debt Securities. These documents appear as
exhibits to, or are incorporated by reference into, the
registration statement of which this
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prospectus is a part, or will appear as exhibits to other
documents that we will file with the Commission, which will be
incorporated by reference into this prospectus. In the summary
below, we have included references to applicable section numbers
of the Debt Securities Indenture so that you can easily locate
these provisions.
Ranking
Our Debt Securities that are not designated Subordinated Debt
Securities will be effectively subordinated to all secured
indebtedness that we have outstanding from time to time to the
extent of the value of the collateral securing such secured
indebtedness. Our Debt Securities that are designated
Subordinated Debt Securities will be subordinate to all
outstanding secured indebtedness as well as Debt Securities that
are not designated Subordinated Debt Securities. As of
December 31, 2010, we did not have any secured, senior
unsecured or subordinated indebtedness outstanding. The
Indenture (For Debt Securities) does not limit the amount of
secured indebtedness that we may issue or incur.
We are a holding company and conduct substantially all of our
operations through our subsidiaries. Substantially all of our
operating cash flow is generated by our subsidiaries. Our
ability to meet our financial obligations with respect to any
future Debt Securities, and cash needs generally, is dependent
on our operating cash flow, our ability to access various
sources of short- and long-term liquidity, including our bank
facilities, the capital markets and distributions from our
subsidiaries. Holders of our Debt Securities will effectively
have a junior position to claims of creditors of our
subsidiaries, including trade creditors, debt holders, secured
creditors, taxing authorities and guarantee holders.
Provisions
of a Particular Series
The Debt Securities may from time to time be issued in one or
more series. You should consult the prospectus supplement or
free writing prospectus relating to any particular series of
Debt Securities for the following information:
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the title of the Debt Securities;
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any limit on aggregate principal amount of the Debt Securities
or the series of which they are a part;
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the date(s), or method for determining the date(s), on which the
principal of the Debt Securities will be payable;
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the rate, including the method of determination if applicable,
at which the Debt Securities will bear interest, if any, and
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the date from which any interest will accrue;
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the dates on which we will pay interest;
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our ability to defer interest payments and any related
restrictions during any interest deferral period; and
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the record date for any interest payable on any interest payment
date;
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the principal of, premium, if any, and interest on the Debt
Securities will be payable;
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you may register transfer of the Debt Securities;
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you may exchange the Debt Securities; and
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you may serve notices and demands upon us regarding the Debt
Securities;
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the security registrar for the Debt Securities and whether the
principal of the Debt Securities is payable without presentment
or surrender of them;
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the terms and conditions upon which we may elect to redeem any
Debt Securities, including any replacement capital or similar
covenants limiting our ability to redeem any Subordinated Debt
Securities;
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the denominations in which we may issue Debt Securities, if
other than $1,000 and integral multiples of $1,000;
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the terms and conditions upon which the Debt Securities must be
redeemed or purchased due to our obligations pursuant to any
sinking fund or other mandatory redemption or tender provisions,
or at the holders option, including any applicable
exceptions to notice requirements;
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the currency, if other than United States currency, in which
payments on the Debt Securities will be payable;
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the terms according to which elections can be made by us or the
holder regarding payments on the Debt Securities in currency
other than the currency in which the Debt Securities are stated
to be payable;
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if payments are to be made on the Debt Securities in securities
or other property, the type and amount of the securities and
other property or the method by which the amount shall be
determined;
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the manner in which we will determine any amounts payable on the
Debt Securities that are to be determined with reference to an
index or other fact or event ascertainable outside the
applicable indenture;
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if other than the entire principal amount, the portion of the
principal amount of the Debt Securities payable upon declaration
of acceleration of their maturity;
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any addition to the events of default applicable to any Debt
Securities and any additions to our covenants for the benefit of
the holders of the Debt Securities;
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the terms applicable to any rights to convert Debt Securities
into or exchange them for other of our securities or those of
any other entity;
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whether we are issuing Debt Securities as global securities, and
if so,
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any limitations on transfer or exchange rights or the right to
obtain the registration of transfer;
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any limitations on the right to obtain definitive certificates
for the Debt Securities; and
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any other matters incidental to the Debt Securities;
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whether we are issuing the Debt Securities as bearer securities;
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any limitations on transfer or exchange of Debt Securities or
the right to obtain registration of their transfer, and the
terms and amount of any service charge required for registration
of transfer or exchange;
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any exceptions to the provisions governing payments due on legal
holidays, or any variations in the definition of business day
with respect to the Debt Securities;
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any collateral security, assurance, guarantee or other credit
enhancement applicable to the Debt Securities; and
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any other terms of the Debt Securities not in conflict with the
provisions of the applicable Debt Securities Indenture.
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For more information, see Section 301 of the applicable
Debt Securities Indenture.
Debt Securities may be sold at a substantial discount below
their principal amount. You should consult the applicable
prospectus supplement or free writing prospectus for a
description of certain special United States federal income tax
considerations that may apply to Debt Securities sold at an
original issue discount or denominated in a currency other than
dollars.
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Unless the applicable prospectus supplement or free writing
prospectus states otherwise, the covenants contained in the
applicable indenture will not afford holders of Debt Securities
protection in the event we have a change in control or are
involved in a highly-leveraged transaction.
Subordination
The applicable prospectus supplement or free writing prospectus
may provide that a series of Debt Securities will be
Subordinated Debt Securities, subordinate and junior in right of
payment to all of our Senior Indebtedness, as defined below. If
so, we will issue these securities under a separate Debt
Securities Indenture for Subordinated Debt Securities. For more
information, see Article XV of the form of Debt Securities
Indenture.
Unless the applicable prospectus supplement or free writing
prospectus states otherwise, no payment of principal of,
including redemption and sinking fund payments, or any premium
or interest on, the Subordinated Debt Securities may be made if:
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there occur certain acts of bankruptcy, insolvency, liquidation,
dissolution or other winding up of our company;
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any Senior Indebtedness is not paid when due;
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any applicable grace period with respect to other defaults with
respect to any Senior Indebtedness has ended, the default has
not been cured or waived and the maturity of such Senior
Indebtedness has been accelerated because of the default; or
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the maturity of the Subordinated Debt Securities of any series
has been accelerated because of a default and Senior
Indebtedness is then outstanding.
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Upon any distribution of our assets to creditors upon any
dissolution,
winding-up,
liquidation or reorganization, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings,
all principal of, and any premium and interest due or to become
due on, all outstanding Senior Indebtedness must be paid in full
before the holders of the Subordinated Debt Securities are
entitled to payment. For more information, see Section 1502
of the applicable Debt Securities Indenture. The rights of the
holders of the Subordinated Debt Securities will be subrogated
to the rights of the holders of Senior Indebtedness to receive
payments or distributions applicable to Senior Indebtedness
until all amounts owing on the Subordinated Debt Securities are
paid in full. For more information, see Section 1504 of the
applicable Debt Securities Indenture.
Unless the applicable prospectus supplement or free writing
prospectus states otherwise, the term Senior
Indebtedness means all obligations (other than
non-recourse obligations and the indebtedness issued under the
Subordinated Debt Securities Indenture) of, or guaranteed or
assumed by, us:
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for borrowed money (including both senior and subordinated
indebtedness for borrowed money, but excluding the Subordinated
Debt Securities);
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for the payment of money relating to any lease that is
capitalized on our consolidated balance sheet in accordance with
generally accepted accounting principles; or
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indebtedness evidenced by bonds, debentures, notes or other
similar instruments.
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In the case of any such indebtedness or obligations, Senior
Indebtedness includes amendments, renewals, extensions,
modifications and refundings, whether existing as of the date of
the Subordinated Debt Securities Indenture or subsequently
incurred by us.
The Subordinated Debt Securities Indenture does not limit the
aggregate amount of Senior Indebtedness that we may issue.
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Form,
Exchange and Transfer
Unless the applicable prospectus supplement or free writing
prospectus states otherwise, we will issue Debt Securities only
in fully registered form without coupons and in denominations of
$1,000 and integral multiples of that amount. For more
information, see Sections 201 and 302 of the applicable
Debt Securities Indenture.
Holders may present Debt Securities for exchange or for
registration of transfer, duly endorsed or accompanied by a duly
executed instrument of transfer, at the office of the security
registrar or at the office of any transfer agent we may
designate. Exchanges and transfers are subject to the terms of
the applicable indenture and applicable limitations for global
securities. We may designate ourselves the security registrar.
No charge will be made for any registration of transfer or
exchange of Debt Securities, but we may require payment of a sum
sufficient to cover any tax or other governmental charge that
the holder must pay in connection with the transaction. Any
transfer or exchange will become effective upon the security
registrar or transfer agent, as the case may be, being satisfied
with the documents of title and identity of the person making
the request. For more information, see Section 305 of the
applicable Debt Securities Indenture.
The applicable prospectus supplement or free writing prospectus
will state the name of any transfer agent, in addition to the
security registrar initially designated by us, for any Debt
Securities. We may at any time designate additional transfer
agents or withdraw the designation of any transfer agent or make
a change in the office through which any transfer agent acts. We
must, however, maintain a transfer agent in each place of
payment for the Debt Securities of each series. For more
information, see Section 602 of the applicable Debt
Securities Indenture.
We will not be required to:
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issue, register the transfer of, or exchange any Debt Securities
or any tranche of any Debt Securities during a period beginning
at the opening of business 15 days before the day of
mailing of a notice of redemption of any Debt Securities called
for redemption and ending at the close of business on the day of
mailing; or
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register the transfer of, or exchange any Debt Securities
selected for redemption except the unredeemed portion of any
Debt Securities being partially redeemed.
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For more information, see Section 305 of the applicable
Debt Securities Indenture.
Payment
and Paying Agents
Unless the applicable prospectus supplement or free writing
prospectus states otherwise, we will pay interest on a Debt
Security on any interest payment date to the person in whose
name the Debt Security is registered at the close of business on
the regular record date for the interest payment. For more
information, see Section 307 of the applicable Debt
Securities Indenture.
Unless the applicable prospectus supplement or free writing
prospectus provides otherwise, we will pay principal and any
premium and interest on Debt Securities at the office of the
paying agent whom we will designate for this purpose. Unless the
applicable prospectus supplement or free writing prospectus
states otherwise, the corporate trust office of the Debt
Securities Trustee in New York City will be designated as our
sole paying agent for payments with respect to Debt Securities
of each series. Any other paying agents initially designated by
us for the Debt Securities of a particular series will be named
in the applicable prospectus supplement or free writing
prospectus. We may at any time add or delete paying agents or
change the office through which any paying agent acts. We must,
however, maintain a paying agent in each place of payment for
the Debt Securities of a particular series. For more
information, see Section 602 of the applicable Debt
Securities Indenture.
All money we pay to a paying agent for the payment of the
principal and any premium or interest on any Debt Security that
remains unclaimed at the end of two years after payment is due
will be repaid to us. After
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that date, the holder of that Debt Security shall be deemed an
unsecured general creditor and may look only to us for these
payments. For more information, see Section 603 of the
applicable Debt Securities Indenture.
Redemption
You should consult the applicable prospectus supplement or free
writing prospectus for any terms regarding optional or mandatory
redemption of Debt Securities. Except for any provisions in the
applicable prospectus supplement or free writing prospectus
regarding Debt Securities redeemable at the holders
option, Debt Securities may be redeemed only upon notice by mail
not less than 30 nor more than 60 days prior to the
redemption date. Further, if less than all of the Debt
Securities of a series, or any tranche of a series, are to be
redeemed, the Debt Securities to be redeemed will be selected by
the method provided for the particular series. In the absence of
a selection provision, the Debt Securities Trustee will select a
fair and appropriate method of selection. For more information,
see Sections 403 and 404 of the applicable Debt Securities
Indenture.
A notice of redemption we provide may state:
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that redemption is conditioned upon receipt by the paying agent
on or before the redemption date of money sufficient to pay the
principal of and any premium and interest on the Debt
Securities; and
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that if the money has not been received, the notice will be
ineffective and we will not be required to redeem the Debt
Securities.
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For more information, see Section 404 of the applicable
Debt Securities Indenture.
Consolidation,
Merger and Sale of Assets
We may not consolidate with or merge into any other person, nor
may we transfer or lease substantially all of our assets and
property to any person, unless:
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the corporation formed by the consolidation or into which we are
merged, or the person that acquires by conveyance or transfer,
or that leases, substantially all of our property and assets:
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is organized and validly existing under the laws of any domestic
jurisdiction; and
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expressly assumes by supplemental indenture our obligations on
the Debt Securities and under the applicable indentures;
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immediately after giving effect to the transaction, no event of
default, and no event that would become an event of default, has
occurred and is continuing; and
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we have delivered to the Debt Securities Trustee an
officers certificate and opinion of counsel as provided in
the applicable indentures.
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For more information, see Section 1101 of the applicable
Debt Securities Indenture.
Events of
Default
Unless the applicable prospectus supplement or free writing
prospectus states otherwise, event of default under
the applicable indenture with respect to Debt Securities of any
series means any of the following:
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failure to pay any interest due on any Debt Security of that
series within 30 days after it becomes due;
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failure to pay principal or premium, if any, when due on any
Debt Security of that series;
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failure to make any required sinking fund payment on any Debt
Securities of that series;
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breach of or failure to perform any other covenant or warranty
in the applicable indenture with respect to Debt Securities of
that series for 60 days (subject to extension under certain
circumstances for another 120 days) after we receive notice
from the Debt Securities Trustee, or we and the Debt
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Securities Trustee receive notice from the holders of at least
33% in principal amount of the Debt Securities of that series
outstanding under the applicable indenture according to the
provisions of the applicable indenture;
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certain events of bankruptcy, insolvency or
reorganization; and
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any other event of default set forth in the applicable
prospectus supplement or free writing prospectus.
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For more information, see Section 801 of the applicable
Debt Securities Indenture.
An event of default with respect to a particular series of Debt
Securities does not necessarily constitute an event of default
with respect to the Debt Securities of any other series issued
under the applicable indenture.
If an event of default with respect to a particular series of
Debt Securities occurs and is continuing, either the Debt
Securities Trustee or the holders of at least 33% in principal
amount of the outstanding Debt Securities of that series may
declare the principal amount of all of the Debt Securities of
that series to be due and payable immediately. If the Debt
Securities of that series are discount securities or similar
Debt Securities, only the portion of the principal amount as
specified in the applicable prospectus supplement or free
writing prospectus may be immediately due and payable. If an
event of default occurs and is continuing with respect to all
series of Debt Securities issued under a Debt Securities
Indenture, including all events of default relating to
bankruptcy, insolvency or reorganization, the Debt Securities
Trustee or the holders of at least 33% in principal amount of
the outstanding Debt Securities of all series issued under that
Debt Securities Indenture, considered together, may declare an
acceleration of the principal amount of all series of Debt
Securities issued under that Debt Securities Indenture. There is
no automatic acceleration, even in the event of our bankruptcy
or insolvency.
The applicable prospectus supplement or free writing prospectus
may provide, with respect to a series of Debt Securities to
which a credit enhancement is applicable, that the provider of
the credit enhancement may, if a default has occurred and is
continuing with respect to the series, have all or any part of
the rights with respect to remedies that would otherwise have
been exercisable by the holder of that series.
At any time after a declaration of acceleration with respect to
the Debt Securities of a particular series, and before a
judgment or decree for payment of the money due has been
obtained, the event of default giving rise to the declaration of
acceleration will, without further action, be deemed to have
been waived, and the declaration and its consequences will be
deemed to have been rescinded and annulled, if:
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we have paid or deposited with the Debt Securities Trustee a sum
sufficient to pay:
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all overdue interest on all Debt Securities of the particular
series;
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the principal of and any premium on any Debt Securities of that
series that have become due otherwise than by the declaration of
acceleration and any interest at the rate prescribed in the Debt
Securities;
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interest upon overdue interest at the rate prescribed in the
Debt Securities, to the extent payment is lawful; and
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all amounts due to the Debt Securities Trustee under the
applicable indenture; and
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any other event of default with respect to the Debt Securities
of the particular series, other than the failure to pay the
principal of the Debt Securities of that series that has become
due solely by the declaration of acceleration, has been cured or
waived as provided in the applicable indenture.
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For more information, see Section 802 of the applicable
Debt Securities Indenture.
The applicable Debt Securities Indenture includes provisions as
to the duties of the Debt Securities Trustee in case an event of
default occurs and is continuing. Consistent with these
provisions, the Debt Securities Trustee will be under no
obligation to exercise any of its rights or powers at the
request or direction of any of the holders unless those holders
have offered to the Debt Securities Trustee reasonable indemnity
against the costs, expenses and liabilities that may be incurred
by it in compliance with such request or
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direction. For more information, see Section 903 of the
applicable Debt Securities Indenture. Subject to these
provisions for indemnification, the holders of a majority in
principal amount of the outstanding Debt Securities of any
series may direct the time, method and place of conducting any
proceeding for any remedy available to the Debt Securities
Trustee, or exercising any trust or power conferred on the Debt
Securities Trustee, with respect to the Debt Securities of that
series. For more information, see Section 812 of the
applicable Debt Securities Indenture.
No holder of Debt Securities may institute any proceeding
regarding the applicable indenture, or for the appointment of a
receiver or a trustee, or for any other remedy under the
applicable indenture unless:
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the holder has previously given to the Debt Securities Trustee
written notice of a continuing event of default of that
particular series;
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the holders of a majority in principal amount of the outstanding
Debt Securities of all series with respect to which an event of
default is continuing have made a written request to the Debt
Securities Trustee, and have offered reasonable indemnity to the
Debt Securities Trustee, to institute the proceeding as
trustee; and
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the Debt Securities Trustee has failed to institute the
proceeding, and has not received from the holders of a majority
in principal amount of the outstanding Debt Securities of that
series a direction inconsistent with the request, within
60 days after notice, request and offer of reasonable
indemnity.
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For more information, see Section 807 of the applicable
Debt Securities Indenture.
The preceding limitations do not apply, however, to a suit
instituted by a holder of a Debt Security for the enforcement of
payment of the principal of or any premium or interest on the
Debt Securities on or after the applicable due date stated in
the Debt Securities. For more information, see Section 808
of the applicable Debt Securities Indenture.
We must furnish annually to the Debt Securities Trustee a
statement by an appropriate officer as to that officers
knowledge of our compliance with all conditions and covenants
under each of the indentures for Debt Securities. Our compliance
is to be determined without regard to any grace period or notice
requirement under the respective indenture. For more
information, see Section 606 of the applicable Debt
Securities Indenture.
Modification
and Waiver
We and the Debt Securities Trustee, without the consent of the
holders of the Debt Securities, may enter into one or more
supplemental indentures for any of the following purposes:
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to evidence the assumption by any permitted successor of our
covenants in the applicable indenture and the Debt Securities;
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to add one or more covenants or other provisions for the benefit
of the holders of outstanding Debt Securities or to surrender
any right or power conferred upon us by the applicable indenture;
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to add any additional events of default;
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to change or eliminate any provision of the applicable indenture
or add any new provision to it, but if this action would
adversely affect the interests of the holders of any particular
series of Debt Securities in any material respect, the action
will not become effective with respect to that series while any
Debt Securities of that series remain outstanding under the
applicable indenture;
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to provide collateral security for the Debt Securities;
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to establish the form or terms of Debt Securities according to
the provisions of the applicable indenture;
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to evidence the acceptance of appointment of a successor Debt
Securities Trustee under the applicable indenture with respect
to one or more series of the Debt Securities and to add to or
change any of the
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provisions of the applicable indenture as necessary to provide
for trust administration under the applicable indenture by more
than one trustee;
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to provide for the procedures required to permit the use of a
non-certificated system of registration for any series of Debt
Securities;
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to change any place where:
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the principal of and any premium and interest on any Debt
Securities are payable;
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any Debt Securities may be surrendered for registration of
transfer or exchange; or
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notices and demands to or upon us regarding Debt Securities and
the applicable indentures may be served; or
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to cure any ambiguity or inconsistency, but only by means of
changes or additions that will not adversely affect the
interests of the holders of Debt Securities of any series in any
material respect.
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For more information, see Section 1201 of the applicable
Debt Securities Indenture.
The holders of at least a majority in aggregate principal amount
of the outstanding Debt Securities of any series may waive:
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compliance by us with certain provisions of the applicable
indenture (see Section 607 of the applicable Debt Securities
Indenture); and
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any past default under the applicable indenture, except a
default in the payment of principal, premium, or interest and
certain covenants and provisions of the applicable indenture
that cannot be modified or amended without consent of the holder
of each outstanding Debt Security of the series affected (see
Section 813 of the applicable Debt Securities Indenture).
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The Trust Indenture Act of 1939 may be amended after
the date of the applicable indenture to require changes to the
indenture. In this event, the indenture will be deemed to have
been amended so as to effect the changes, and we and the Debt
Securities Trustee may, without the consent of any holders,
enter into one or more supplemental indentures to evidence or
effect the amendment. For more information, see
Section 1201 of the applicable Debt Securities Indenture.
Except as provided in this section, the consent of the holders
of a majority in aggregate principal amount of the outstanding
Debt Securities issued pursuant to a Debt Securities Indenture,
considered as one class, is required to change in any manner the
applicable indenture pursuant to one or more supplemental
indentures. If less than all of the series of Debt Securities
outstanding under a Debt Securities Indenture are directly
affected by a proposed supplemental indenture, however, only the
consent of the holders of a majority in aggregate principal
amount of the outstanding Debt Securities of all series directly
affected, considered as one class, will be required.
Furthermore, if the Debt Securities of any series have been
issued in more than one tranche and if the proposed supplemental
indenture directly affects the rights of the holders of one or
more, but not all, tranches, only the consent of the holders of
a majority in aggregate principal amount of the outstanding Debt
Securities of all tranches directly affected, considered as one
class, will be required. In addition, an amendment or
modification:
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may not, without the consent of the holder of each outstanding
Debt Security affected:
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change the maturity of the principal of, or any installment of
principal of or interest on, any Debt Securities;
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reduce the principal amount or the rate of interest, or the
amount of any installment of interest, or change the method of
calculating the rate of interest;
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reduce any premium payable upon the redemption of the Debt
Securities;
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reduce the amount of the principal of any Debt Security
originally issued at a discount from the stated principal amount
that would be due and payable upon a declaration of acceleration
of maturity;
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change the currency or other property in which a Debt Security
or premium or interest on a Debt Security is payable; or
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impair the right to institute suit for the enforcement of any
payment on or after the stated maturity, or in the case of
redemption, on or after the redemption date, of any Debt
Securities;
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may not reduce the percentage of principal amount requirement
for consent of the holders for any supplemental indenture, or
for any waiver of compliance with any provision of or any
default under the applicable indenture, or reduce the
requirements for quorum or voting, without the consent of the
holder of each outstanding Debt Security of each series or
tranche affected; and
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may not modify provisions of the applicable indenture relating
to supplemental indentures, waivers of certain covenants and
waivers of past defaults with respect to the Debt Securities of
any series, or any tranche of a series, without the consent of
the holder of each outstanding Debt Security affected.
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A supplemental indenture will be deemed not to affect the rights
under the applicable indenture of the holders of any series or
tranche of the Debt Securities if the supplemental indenture:
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changes or eliminates any covenant or other provision of the
applicable indenture expressly included solely for the benefit
of one or more other particular series of Debt Securities or
tranches thereof; or
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modifies the rights of the holders of Debt Securities of any
other series or tranches with respect to any covenant or other
provision.
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For more information, see Section 1202 of the applicable
Debt Securities Indenture.
If we solicit from holders of the Debt Securities any type of
action, we may at our option by board resolution fix in advance
a record date for the determination of the holders entitled to
vote on the action. We shall have no obligation, however, to do
so. If we fix a record date, the action may be taken before or
after the record date, but only the holders of record at the
close of business on the record date shall be deemed to be
holders for the purposes of determining whether holders of the
requisite proportion of the outstanding Debt Securities have
authorized the action. For that purpose, the outstanding Debt
Securities shall be computed as of the record date. Any holder
action shall bind every future holder of the same security and
the holder of every security issued upon the registration of
transfer of or in exchange for or in lieu of the security in
respect of anything done or permitted by the Debt Securities
Trustee or us in reliance on that action, whether or not
notation of the action is made upon the security. For more
information, see Section 104 of the applicable Debt
Securities Indenture.
Defeasance
Unless the applicable prospectus supplement or free writing
prospectus provides otherwise, any Debt Security, or portion of
the principal amount of a Debt Security, will be deemed to have
been paid for purposes of the applicable indenture, and, at our
election, our entire indebtedness in respect of the Debt
Security, or portion thereof, will be deemed to have been
satisfied and discharged, if we have irrevocably deposited with
the Debt Securities Trustee or any paying agent other than us,
in trust money, certain eligible obligations, as defined in the
applicable indenture, or a combination of the two, sufficient to
pay principal of and any premium and interest due and to become
due on the Debt Security or portion thereof. For more
information, see Section 701 of the applicable Debt
Securities Indenture. For this purpose, unless the applicable
prospectus supplement or free writing prospectus provides
otherwise, eligible obligations include direct obligations of,
or obligations unconditionally guaranteed by, the United States,
entitled to the benefit of full faith and credit of the United
States, and certificates, depositary receipts or other
instruments that evidence a direct ownership interest in those
obligations or in any specific interest or principal payments
due in respect of those obligations.
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Resignation,
Removal of Debt Securities Trustee; Appointment of
Successor
The Debt Securities Trustee may resign at any time by giving
written notice to us or may be removed at any time by an action
of the holders of a majority in principal amount of outstanding
Debt Securities delivered to the Debt Securities Trustee and us.
No resignation or removal of the Debt Securities Trustee and no
appointment of a successor trustee will become effective until a
successor trustee accepts appointment in accordance with the
requirements of the applicable indenture. So long as no event of
default or event that would become an event of default has
occurred and is continuing, and except with respect to a Debt
Securities Trustee appointed by an action of the holders, if we
have delivered to the Debt Securities Trustee a resolution of
our board of directors appointing a successor trustee and the
successor trustee has accepted the appointment in accordance
with the terms of the applicable indenture, the Debt Securities
Trustee will be deemed to have resigned and the successor
trustee will be deemed to have been appointed as trustee in
accordance with the applicable indenture. For more information,
see Section 910 of the applicable Debt Securities Indenture.
Notices
We will give notices to holders of Debt Securities by mail to
their addresses as they appear in the Debt Security Register.
For more information, see Section 106 of the applicable
Debt Securities Indenture.
Title
The Debt Securities Trustee and its agents, and we and our
agents, may treat the person in whose name a Debt Security is
registered as the absolute owner of that Debt Security, whether
or not that Debt Security may be overdue, for the purpose of
making payment and for all other purposes. For more information,
see Section 308 of the applicable Debt Securities Indenture.
Governing
Law
The Debt Securities Indentures and the Debt Securities,
including any Subordinated Debt Securities Indentures and
Subordinated Debt Securities, will be governed by, and construed
in accordance with, the law of the State of New York. For more
information, see Section 112 of the applicable Debt
Securities Indenture.
Regarding
the Indenture Trustees
In the normal course of business, we and our subsidiaries may
conduct banking transactions with the indenture trustees, and
the indenture trustees may conduct banking transactions with us
and our subsidiaries.
DESCRIPTION
OF WARRANTS
We may issue, either separately or together with other
securities, warrants for the purchase of any, including any
combination of, debt securities, common stock or preferred stock
that we may sell. Warrants may be issued independently or
together with debt securities, preferred stock or common stock
offered by any prospectus supplement and may be attached to or
separate from any such offered securities. Any warrants will be
issued under warrant agreements to be entered into between us
and a bank or trust company, as warrant agent, all to be set
forth in the applicable prospectus supplement relating to any or
all warrants with respect to which this prospectus is being
delivered. Copies of the form of agreement for each warrant and
the warrant certificate, if any, which we refer to collectively
as warrant agreements, and reflecting the provisions
to be included in such agreements that will be entered into with
respect to a particular offering of each type of warrant, will
be filed with the Commission and incorporated by reference as
exhibits to the registration statement of which this prospectus
is a part.
The following description sets forth certain general terms and
provisions of the warrants to which any prospectus supplement
may relate. The particular terms of such warrants and the
extent, if any, to which the general provisions may apply to the
warrants so offered will be described in the applicable
prospectus supplement. To the extent that any particular terms
of the warrants, warrant agreements or warrant certificates
described in a prospectus supplement differ from any of the
terms described in this section, then the terms
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described in this section will be deemed to have been superseded
by that prospectus supplement. We encourage you to read the
applicable warrant agreement for additional information before
you purchase any of our warrants.
General
The prospectus supplement will describe the terms of the
warrants with respect to which this prospectus is being
delivered, as well as the related warrant agreement and warrant
certificates, including the following, where applicable:
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the securities that may be purchased upon exercise of the
warrants;
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the number or principal amount of, securities, as the case may
be, purchasable upon exercise of each warrant;
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the initial price at which such number or principal amount of
securities may be purchased upon such exercise (and if such
price may be wholly or partly payable in cash or wholly or
partly payable with other types of consideration);
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the designation and terms of the securities, if other than
common stock, purchasable upon exercise of the warrants and of
any securities, if other than common stock, with which the
warrants are issued;
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the procedures and conditions relating to the exercise of the
warrants;
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the date, if any, on and after which the warrants, and any
securities with which the warrants are issued, will be
separately transferable;
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the offering price, if any, of the warrants;
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the date on which the right to exercise the warrants will
commence and the date on which that right will expire;
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if applicable, a discussion of the material United States
federal income tax considerations applicable to the exercise of
the warrants;
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whether the warrants represented by the warrant certificates
will be issued in registered or bearer form and, if registered,
where they may be transferred and registered;
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whether the warrants will be listed on any securities exchange;
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call provisions, if any, of the warrants;
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anti-dilution provisions, if any, of the warrants
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the name of the warrant agent; and
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any other material terms of the warrants.
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The description of warrants in the prospectus supplement will
not necessarily be complete and will be qualified in its
entirety by reference to the warrant agreement relating to the
warrants being offered.
No Rights
of Security Holder Prior to Exercise
Before the exercise of their warrants and their registration as
holders of the underlying securities, holders of warrants will
not have any of the rights of registered holders of the
underlying securities purchasable upon the exercise of the
warrants, and will not be entitled to, among other things, vote
or receive dividend or interest payments or similar
distributions on the securities purchasable upon exercise.
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DESCRIPTION
OF UNITS
This section describes some of the general terms and provisions
applicable to units we may issue from time to time. We will
describe the specific terms of a series of units and the
applicable unit agreement in the applicable prospectus
supplement. The following description and any description of the
units in the applicable prospectus supplement may not be
complete and is subject to and qualified in its entirety by
reference to the terms and provisions of the applicable unit
agreement. A form of the unit agreement reflecting the
particular terms and provisions of a series of offered units
will be filed with the Commission in connection with the
offering and incorporated by reference in the registration
statement and this prospectus.
We may issue units from time to time in such amounts and in as
many distinct series as we determine. We will issue each series
of units under a unit agreement to be entered into between us
and a unit agent to be designated in the applicable prospectus
supplement. When we refer to a series of units, we mean all
units issued as part of the same series under the applicable
unit agreement.
We may issue units consisting of any combination of two or more
securities described in this prospectus. Each unit will be
issued so that the holder of the unit is also the holder of each
security included in the unit. Thus, the holder of a unit will
have the rights and obligations of a holder of each included
security. The unit agreement under which a unit is issued may
provide that the securities included in the unit may not be held
or transferred separately, at any time or at any time before a
specified date.
The applicable prospectus supplement will describe the terms of
the units offered pursuant to it, including one or more of the
following:
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the designation and terms of the units and of the securities
comprising the units, including whether and under what
circumstances those securities may be held or transferred
separately;
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the aggregate number of, and the price at which we will issue,
the units any provisions for the issuance, payment, settlement,
transfer or exchange of the units or of the securities
comprising the units;
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whether the units will be issued in fully registered or global
form;
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the name of the unit agent;
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a description of the terms of any unit agreement to be entered
into between us and a bank or trust company, as unit agent,
governing the units;
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if applicable, a discussion of the U.S. federal income tax
consequences; and
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whether the units will be listed on any securities exchange.
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GLOBAL
SECURITIES
We may issue some or all of our securities of any series as
global securities. We will register each global security in the
name of a depositary identified in the applicable prospectus
supplement. The global securities will be deposited with a
depositary or nominee or custodian for the depositary and will
bear a legend regarding restrictions on exchanges and
registration of transfer as discussed below and any other
matters to be provided pursuant to the indenture.
As long as the depositary or its nominee is the registered
holder of a global security, that person will be considered the
sole owner and holder of the global security and the securities
represented by it for all purposes under the securities and the
indenture. Except in limited circumstances, owners of a
beneficial interest in a global security:
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will not be entitled to have the global security or any
securities represented by it registered in their names;
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will not receive or be entitled to receive physical delivery of
certificated securities in exchange for the global
security; and
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will not be considered to be the owners or holders of the global
security or any securities represented by it for any purposes
under the securities or the indenture.
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We will make all payments of principal and any premium and
interest on a global security to the depositary or its nominee
as the holder of the global security. The laws of some
jurisdictions require that certain purchasers of securities take
physical delivery of securities in definitive form. These laws
may impair the ability to transfer beneficial interests in a
global security.
Ownership of beneficial interests in a global security will be
limited to institutions having accounts with the depositary or
its nominee, called participants for purposes of
this discussion, and to persons that hold beneficial interests
through participants. When a global security is issued, the
depositary will credit on its book-entry, registration and
transfer system the principal amounts of securities represented
by the global security to the accounts of its participants.
Ownership of beneficial interests in a global security will be
shown only on, and the transfer of those ownership interests
will be effected only through, records maintained by:
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the depositary, with respect to participants
interests; or
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any participant, with respect to interests of persons held by
the participants on their behalf.
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Payments by participants to owners of beneficial interests held
through the participants will be the responsibility of the
participants. The depositary may from time to time adopt various
policies and procedures governing payments, transfers, exchanges
and other matters relating to beneficial interests in a global
security. None of the following will have any responsibility or
liability for any aspect of the depositarys or any
participants records relating to, or for payments made on
account of, beneficial interests in a global security, or for
maintaining, supervising or reviewing any records relating to
those beneficial interests:
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us or our affiliates;
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the trustee under any indenture; or
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any agent of any of the above.
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SELLING
STOCKHOLDERS
The shares of our common stock included in the registration
statement of which this prospectus forms a part may be offered
and sold by any selling stockholder to be named in a prospectus
supplement. We have registered these shares of our common stock
to permit selling stockholders to resell their shares of our
common stock when they deem appropriate. A selling stockholder
may resell all, a portion or none of such stockholders
shares of our common stock at any time and from time to time, so
long as a prospectus supplement is available. Selling
stockholders also may sell, transfer or otherwise dispose of
some or all of their shares of our common stock in transactions
exempt from the registration requirements of the Securities Act.
We do not know when or in what amounts any selling stockholder
may offer shares of our common stock for sale under this
prospectus and any prospectus supplement. We will not receive
any proceeds from any sale of shares of our common stock by any
selling stockholder under this prospectus and any applicable
prospectus supplement. Unless otherwise stated in any prospectus
supplement, we do not expect to pay any expenses incurred with
respect to the registration of the shares of our common stock
owned by any selling stockholder and we expect underwriting
fees, discounts or commissions, to be borne by such selling
stockholders. We will provide you with a prospectus supplement
naming any selling stockholder, the amount of shares of our
common stock to be registered and sold and any other terms of
the shares of our common stock being sold by each such selling
stockholder. In connection with any offering of their common
stock, selling stockholders may be deemed
underwriters as defined under the Securities Act.
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PLAN OF
DISTRIBUTION
We or any selling stockholder may use this prospectus and any
accompanying prospectus supplement to sell our securities from
time to time as follows:
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directly to purchasers;
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through underwriters;
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through dealers;
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through agents;
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through any combination of these methods; or
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through any other method permitted by applicable law and
described in a prospectus supplement.
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Each prospectus supplement relating to an offering of securities
will set forth the specific plan of distribution and state the
terms of the offering, including:
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the method of distribution of the securities offered therein;
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the names of any underwriters, dealers, or agents;
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the public offering or purchase price of the offered securities
and the net proceeds that we will receive from the sale;
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any underwriting discounts, commissions or other items
constituting underwriters compensation;
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any discounts, commissions, or fees allowed, re-allowed or paid
to dealers or agents;
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any securities exchange on which the offered securities may be
listed.
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Any initial public offering price and any discounts,
commissions, fees or concessions allowed or reallowed or paid to
underwriters, dealers, or agents may be changed from time to
time.
Distribution
Through Underwriters
We or any selling stockholder may offer and sell our securities
from time to time to one or more underwriters who would purchase
the securities as principal for resale to the public, either on
a firm commitment or best efforts basis. If underwriters are
used in the sale of our securities, we or any selling
stockholder will execute an underwriting agreement with them at
the time of the sale and will name them in the applicable
supplement. In connection with these sales, the underwriters may
be deemed to have received compensation from us or any selling
stockholder in the form of underwriting discounts and
commissions. The underwriters also may receive commissions from
purchasers of securities for whom they may act as agent. Unless
we or any selling stockholder specify otherwise in the
applicable supplement, the underwriters will not be obligated to
purchase the securities unless the conditions set forth in the
underwriting agreement are satisfied, and if the underwriters
purchase any of the securities, they generally will be required
to purchase all of the offered securities. The underwriters may
acquire the securities for their own account and may resell the
securities from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering
price or varying prices determined at the time of sale. The
underwriters may sell the offered securities to or through
dealers, and those dealers may receive discounts, concessions,
or commissions from the underwriters as well as from the
purchasers for whom they may act as agent.
Distribution
Through Dealers
We or any selling stockholder may offer and sell securities from
time to time to one or more dealers who would purchase the
securities as principal. The dealers then may resell the offered
securities to the public at fixed or varying prices to be
determined by those dealers at the time of resale. We will set
forth the names of any dealers and the terms of the transaction
in the applicable supplement.
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Distribution
Through Agents
We or any selling stockholder may offer and sell our securities
on a continuous basis through agents that become parties to an
underwriting or distribution agreement. We will name any agent
involved in the offer and sale, and describe any commissions
payable by us or any selling stockholder in the applicable
supplement. Unless we or any selling stockholder specify
otherwise in the applicable supplement, the agent will be acting
on a best efforts basis during the appointment period. The agent
may make sales in privately negotiated transactions and by any
other method permitted by law, including sales deemed to be an
at-the-market
offering as defined in Rule 415 promulgated under the
Securities Act, including sales made directly on the Nasdaq
Stock Market, or sales made to or through a market maker other
than on an exchange.
Direct
Sales
We or any selling stockholder may sell directly to, and solicit
offers from, institutional investors or others who may be deemed
to be underwriters, as defined in the Securities Act, for any
resale of the securities. We will describe the terms of any
sales of this kind in the applicable supplement.
General
Information
Selling stockholders, underwriters, dealers, or agents
participating in an offering of securities may be deemed to be
underwriters, and any discounts and commissions received by them
and any profit realized by them on resale of the offered
securities, may be deemed to be underwriting discounts and
commissions under the Securities Act.
We or any selling stockholder may offer to sell securities
either at a fixed price or at prices that may vary, at market
prices prevailing at the time of sale, at prices related to
prevailing market prices, or at negotiated prices. Securities
may be sold in connection with a remarketing after their
purchase by one or more firms acting as principal for their own
accounts or as our agent. In addition, we may issue the
securities as a dividend or distribution or in a subscription
rights offering to our existing security holders.
In connection with an underwritten offering of the securities,
the underwriters may engage in over-allotment, stabilizing
transactions and syndicate covering transactions in accordance
with Regulation M under the Exchange Act. Over-allotment
involves sales in excess of the offering size, which creates a
short position for the underwriters. The underwriters may enter
bids for, and purchase, securities in the open market in order
to stabilize the price of the securities. Syndicate covering
transactions involve purchases of the securities in the open
market after the distribution has been completed in order to
cover short positions. In addition, the underwriting syndicate
may reclaim selling concessions allowed to an underwriter or a
dealer for distributing the securities in the offering if the
syndicate repurchases previously distributed securities in
transactions to cover syndicate short positions, in
stabilization transactions, or otherwise. These activities may
cause the price of the securities to be higher than it would
otherwise be. Those activities, if commenced, may be
discontinued at any time.
Ordinarily, each issue of securities will be a new issue, and
there will be no established trading market for any security
other than our common stock, which is listed on The Nasdaq Stock
Market under the symbol TDSC, prior to its original
issue date. We may not list any particular series of securities
on a securities exchange or quotation system. Any underwriters
to whom or agents through whom the offered securities are sold
for offering and sale may make a market in the offered
securities. However, any underwriters or agents that make a
market will not be obligated to do so and may stop doing so at
any time without notice. We cannot assure you that there will be
a liquid trading market for the offered securities.
We or any selling stockholder may authorize underwriters,
dealers or agents to solicit offers by certain purchasers to
purchase the securities from us at the public offering price set
forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date
in the future. The contracts will be subject only to those
conditions set forth in the related prospectus supplement, and
the
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related prospectus supplement will set forth any commissions we
or any selling stockholder pay for solicitation of these
contracts.
We may offer subscription rights to our existing stockholders to
purchase additional shares of our common stock, preferred stock
or any combination thereof. For any particular subscription
rights, the applicable prospectus supplement will describe the
terms of such rights, including the period during which such
rights may be exercised, the manner of exercising such rights,
the transferability of such rights and the number of shares of
common stock or preferred stock that may be purchased in
connection with each right and the subscription price for the
purchase of such shares. In connection with a rights offering,
we may enter into a separate agreement with one or more
underwriters or standby purchasers to purchase any shares of our
common stock or preferred stock not subscribed for in the rights
offering by existing stockholders. We may pay the standby
underwriters a commitment fee for the securities they commit to
purchase on a standby basis. If we do not enter into a standby
underwriting arrangement, we may retain a dealer-manager to
manage a subscription rights offering for us.
Under agreements entered into with us or any selling
stockholder, underwriters and agents may be entitled to
indemnification by us or any selling stockholder against certain
civil liabilities, including liabilities under the Securities
Act, or to contribution for payments the underwriters or agents
may be required to make.
The maximum commission or discount to be received by any member
of the Financial Industry Regulatory Authority, Inc. or
independent broker-dealer will not exceed the then current
allowable percentage of the initial gross proceeds from the sale
of any security being sold.
Although we expect that delivery of securities generally will be
made against payment on or about the third business day
following the date of any contract for sale, we may specify a
longer settlement cycle in the applicable supplement. Under
Rule 15c6-1
of the Exchange Act, trades in the secondary market generally
are required to settle in three business days, unless the
parties to a trade expressly agree otherwise. Accordingly, if we
have specified a longer settlement cycle in the applicable
supplement for an offering of securities, purchasers who wish to
trade those securities on the date of the contract for sale, or
on one or more of the next succeeding business days as we may
specify in the applicable supplement, will be required, by
virtue of the fact that those securities will settle in more
than T+3, to specify an alternative settlement cycle at the time
of the trade to prevent a failed settlement and should consult
their own advisors in connection with that election.
Conflict
of Interest
We may engage underwriters, dealers and agents in connection
with the offering of any of the securities described in this
prospectus, some of whom may have a conflict of
interest, as such term is defined by the Financial
Industry Regulatory Authority, Inc. In the event an underwriter,
dealer or agent who is participating in the offering has a
conflict of interest, we will describe the nature of the
conflict in the applicable prospectus supplement, and, if
applicable, the name of the underwriter, dealer or agent who is
acting as the qualified independent underwriter and
its role and responsibilities in the offering.
The underwriters, dealers and agents that we may use, as well as
their affiliates, may engage in financial or other business
transactions with, or perform other services for, us and our
subsidiaries in the ordinary course of business and may receive
a portion of the proceeds from this offering.
LEGAL
MATTERS
Unless otherwise specified in the applicable prospectus
supplement, the validity of the issuance of the securities
offered hereby will be passed upon by Robert M. Grace, Jr.,
our Vice President, General Counsel and Secretary. From time to
time, our outside counsel may advise us concerning issues
related to the offering of securities pursuant to this
prospectus. As of February 28, 2011, Mr. Grace
beneficially owned, or had options to acquire, a number of
shares of our common stock, which represented less than 0.2% of
our total
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outstanding common stock. Any underwriters, dealers or agents
will be advised by their own legal counsel concerning issues
related to the offering of securities pursuant to this
prospectus.
EXPERTS
The consolidated financial statements and schedule as of
December 31, 2010 and 2009 and for each of the three years
in the period ended December 31, 2010, and the assessment
of the effectiveness of internal control over financial
reporting as of December 31, 2010 incorporated by reference
in this prospectus have been so incorporated herein in reliance
upon the reports of BDO USA, LLP, an independent registered
public accounting firm, incorporated herein by reference, given
on the authority of such firm as experts in accounting and
auditing.
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Shares
3D Systems
Corporation
Common Stock
Prospectus Supplement
March , 2011
Barclays Capital
Canaccord Genuity
Needham & Company,
LLC