SEC Comment Letter for 3D SYSTEMS CORP (DDD) (CIK 0000910638) (DDD) — Sep 18, 2007
3D SYSTEMS CORP (DDD) (CIK 0000910638)
Date: Sept. 18, 2007 · CIK: 0000910638 · Accession: 0000000000-07-045426
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-22250, 333-145493
Letter
September 14, 2007 Robert M. Grace, Jr. Vice President, Genera l Counsel and Secretary 3D Systems Corporation 333 Three D Systems Circle Rock Hill, SC 29730 Form 10-K/A for the Year Ended December 31, 2006 Form 10-Q for the Quarter Ended June 30, 2007 Form 10-Q for the Quarter Ended March 31, 2007 File No. 000-22250
Re: 3D Systems Corporation Registration Statement on Form S-1 Filed August 16, 2007 File No. 333-145493
Dear Mr. Grace:
We have limited our review of your filings to those issues we have addressed in our comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your explanation. In some of our comments, we ma y ask you to provide us with information so we may better understand your disclosure. After reviewing this inform ation, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requ irements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers lis ted at the end of this letter.
Robert M. Grace, Jr. 3D Systems Corporation September 14, 2007 Page 2 Form S-1
Prospectus
Selling Shareholders, page 4 1. With respect to the shares to be offered for resale by selling stockholder Kirsch-Cassis Profit Sharing Plan, please disclose the natural person or persons who exercise sole or shared voting a nd/or dispositive powers with respect to the shares to be offered by that stockholder. 2. We note your disclosure in footnote 3 to the selling stockholder table regarding selling stockholders who are registered broker-dealers or a ffiliates of broker- dealers. Please delete the “to our kn owledge” limitation and either state that none of the selling stockholders is a re gistered broker-dealer, or revise where appropriate to indicate which selling stockholders are broker-dealers or affiliates of broker-dealers. For any selling stockholders who are broker-dealers, please either identify the selli ng stockholder as an underwriter, or revise your disclosure to indicate that the sell ing stockholder acquired the securities as compensation for investment banking services.
Part II
Undertakings, page II-3 3. We note that your registration statement includes the undertakings required for registrants relying on Rule 430B as well as those for registrants relying on Rule 430C. It does not appear, however, that the company is relying on Rule 430B in the prospectus as filed. Plea se clarify which rule the company is relying on in this filing by including only the undertakings required for that rule. If the company intends to rely on Rule 430B, please advise of the basis for your belief that the comp any is eligible to do so.
Form 10-K/A and Forms 10-Q
Controls and Procedures 4. We note the following final sentence in the “Controls and Pr ocedures” section in each of your Form 10/K-A and Forms 10-Q: “Other than actions we have taken to remedy the material weakne sses identified above, there were no material changes in our internal c ontrol over financial reporting during the period covered by this [annual or quarterly report, as applicable] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.” We not e further that subs tantial portions of
Robert M. Grace, Jr. 3D Systems Corporation September 14, 2007 Page 3 the subsection entitled “Remediation of ma terial weaknesses” in each of the three periodic reports appear to be iden tical, and as a result it is unclear what progress, if any, the company has made during each period. Consistent with Item 308(c) of Regulation S-K, please clarify which remedial actions were taken during the relevant quarter (the fourth fiscal quarter in the case of an annual report) that constitute changes in your internal co ntrol over financial reporting that have materially affected, or are reasonably likely to materially affect, the company’s internal c ontrol over financial reporting. 5. We note your statement in the third fu ll paragraph on page 41 of your Form 10-Q for the quarter ended June 30, 2007, that evaluation and testing has not yet been completed to determine whether the company’s material weaknesses have been remediated. In future filings , when you refer to remediation or other steps associated with your evaluations , please provide an estimate of when such steps expected to be completed.
As appropriate, please amend your filings in response to these comments. Each responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regu lation S-T. Marked copies such as those in HTML format that show changes within paragrap hs help us to expedite our review. Please furnish a cover letter with your amendments th at keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have additional comments after reviewing your amendments and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that th e filings include all information required under the Securities Act of 1933 and the Securities Exchan ge Act of 1934 and that they have provided all information investors require for an inform ed investment decision. Since the company and its management are in possession of all facts relating to a co mpany’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statemen t, it should furnish a letter, at the time of such request, acknowledging that:
should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose the Co mmission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
Robert M. Grace, Jr. 3D Systems Corporation September 14, 2007 Page 4 the company may not assert staff comments a nd the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your fili ngs or in response to our comments on your filings.
We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the f act that those requesti ng acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the propo sed public offering of the securities specified in the above registration statement. We w ill act on the request and, pursuant to delegated authority, grant acceleration of the effective date. We direct your attention to Rule 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Please contact Katherine Wray at (202) 551- 3483 with any questions. If you require further assistance you may contact me at (202) 551-3462 for additional assistance. You may also contact the Assistant Director, Barbara C. Jacobs, if you thereafter have any other questions.
S i n c e r e l y ,
Mark P. Shuman B r a n c h C h i e f – L e g a l
cc: Via Facsimile (704) 353-3106 Sean M. Jones, Esq. Kennedy Covington Lobd ell & Hickman, L.L.P. Telephone: (704) 331-7406
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Mail Stop 4561
September 14, 2007
Robert M. Grace, Jr.
Vice President, Genera l Counsel and Secretary
3D Systems Corporation
333 Three D Systems Circle
Rock Hill, SC 29730
Re: 3D Systems Corporation
Registration Statement on Form S-1
Filed August 16, 2007
File No. 333-145493
Form 10-K/A for the Year Ended December 31, 2006
Form 10-Q for the Quarter Ended June 30, 2007
Form 10-Q for the Quarter Ended March 31, 2007
File No. 000-22250
Dear Mr. Grace:
We have limited our review of your filings to those issues we have addressed in our
comments. Where indicated, we think you should revise your documents in response to these
comments. If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your
explanation. In some of our comments, we ma y ask you to provide us with information so we
may better understand your disclosure. After reviewing this inform ation, we may raise
additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements and to enhance the overall disclosure
in your filing. We look forward to working with you in these respects. We welcome any
questions you may have about our comments or any other aspect of our review. Feel free to
call us at the telephone numbers lis ted at the end of this letter.
Robert M. Grace, Jr.
3D Systems Corporation
September 14, 2007 Page 2
Form S-1
Prospectus
Selling Shareholders, page 4
1. With respect to the shares to be offered for resale by selling stockholder Kirsch-Cassis Profit Sharing Plan, please disclose the natural person or persons
who exercise sole or shared voting a nd/or dispositive powers with respect to
the shares to be offered by that stockholder.
2. We note your disclosure in footnote 3 to the selling stockholder table regarding
selling stockholders who are registered broker-dealers or a ffiliates of broker-
dealers. Please delete the “to our kn owledge” limitation and either state that
none of the selling stockholders is a re gistered broker-dealer, or revise where
appropriate to indicate which selling stockholders are broker-dealers or affiliates of broker-dealers. For any selling stockholders who are broker-dealers, please either identify the selli ng stockholder as an underwriter, or
revise your disclosure to indicate that the sell ing stockholder acquired the
securities as compensation for investment banking services.
Part II
Undertakings, page II-3
3. We note that your registration statement includes the undertakings required for
registrants relying on Rule 430B as well as those for registrants relying on
Rule 430C. It does not appear, however, that the company is relying on Rule
430B in the prospectus as filed. Plea se clarify which rule the company is
relying on in this filing by including only the undertakings required for that
rule. If the company intends to rely on Rule 430B, please advise of the basis
for your belief that the comp any is eligible to do so.
Form 10-K/A and Forms 10-Q
Controls and Procedures
4. We note the following final sentence in the “Controls and Pr ocedures” section
in each of your Form 10/K-A and Forms 10-Q: “Other than actions we have
taken to remedy the material weakne sses identified above, there were no
material changes in our internal c ontrol over financial reporting during the
period covered by this [annual or quarterly report, as applicable] that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.” We not e further that subs tantial portions of
Robert M. Grace, Jr.
3D Systems Corporation
September 14, 2007 Page 3
the subsection entitled “Remediation of ma terial weaknesses” in each of the
three periodic reports appear to be iden tical, and as a result it is unclear what
progress, if any, the company has made during each period. Consistent with Item 308(c) of Regulation S-K, please clarify which remedial actions were
taken during the relevant quarter (the fourth fiscal quarter in the case of an annual report) that constitute changes in your internal co ntrol over financial
reporting that have materially affected, or are reasonably likely to materially
affect, the company’s internal c ontrol over financial reporting.
5. We note your statement in the third fu ll paragraph on page 41 of your Form
10-Q for the quarter ended June 30, 2007, that evaluation and testing has not
yet been completed to determine whether the company’s material weaknesses have been remediated. In future filings , when you refer to remediation or other
steps associated with your evaluations , please provide an estimate of when
such steps expected to be completed.
As appropriate, please amend your filings in response to these comments. Each
responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regu lation S-T. Marked copies such as those in
HTML format that show changes within paragrap hs help us to expedite our review. Please
furnish a cover letter with your amendments th at keys your responses to our comments and
provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have additional comments after reviewing your amendments
and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that th e filings include all information required under the
Securities Act of 1933 and the Securities Exchan ge Act of 1934 and that they have provided
all information investors require for an inform ed investment decision. Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statemen t, it should furnish a letter, at the time of
such request, acknowledging that:
should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
Robert M. Grace, Jr.
3D Systems Corporation
September 14, 2007 Page 4
the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your fili ngs or in response to our comments on your filings.
We will consider a written request for acceleration of the effective date of the
registration statement as confirmation of the f act that those requesti ng acceleration are aware
of their respective responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the propo sed public offering of the securities specified
in the above registration statement. We w ill act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting acceleration of a
registration statement. Please allow adequate time after the filing of any amendment for
further review before submitting a request for acceleration. Please provide this request at
least two business days in advance of the requested effective date.
Please contact Katherine Wray at (202) 551- 3483 with any questions. If you require
further assistance you may contact me at (202) 551-3462 for additional assistance. You may also contact the Assistant Director, Barbara C. Jacobs, if you thereafter have any other questions.
S i n c e r e l y ,
Mark P. Shuman
B r a n c h C h i e f – L e g a l
cc: Via Facsimile (704) 353-3106
Sean M. Jones, Esq.
Kennedy Covington Lobd ell & Hickman, L.L.P.
Telephone: (704) 331-7406