UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
3D Systems Corporation
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
88554D205
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(CUSIP Number)
Kevin S. Moore
President
The Clark Estates, Inc.
One Rockefeller Plaza, 31st Floor
New York, New York 10020
(212) 977-6900
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Jeffrey E. LaGueux, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036-6710
(212) 336-2000
August 31, 2006
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 3 pages)
CUSIP No. 88554D205 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Clark Estates, Inc.
13-5524538
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
2,223,157
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,223,157
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,223,157
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.13%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 2 of 3 pages)
AMENDMENT NO. 5
TO
SCHEDULE 13D
This Amendment No. 6 is filed in accordance with Rule 13d-2 of the
Securities Exchange Act of 1934, as amended, by the Reporting Person and refers
only to information which has materially changed since the filing of Amendment
No. 5 to Schedule 13D by the Reporting Person on June 13, 2006. The items
identified below, or the particular paragraphs of such items which are
identified below, are amended to add the information as set forth below.
Capitalized terms not otherwise defined herein have the meanings ascribed to
them in the original Schedule 13D or the amendments thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The 2,223,157 shares of Common Stock beneficially owned by the
Reporting Person as of August 31, 2006 (294,696 of which represent the shares of
Common Stock into which the Debenture is convertible as of such date) constitute
approximately 12.13% of the outstanding shares of Common Stock, computed in
accordance with the provisions of SEC Rule 13d-3(d)(1) (based upon an aggregate
of 18,326,170 outstanding shares of Common Stock as disclosed in the Issuer's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, the 294,696
shares of Common Stock into which the Debenture is convertible as of such date).
(b) The Reporting Person has the sole power to vote or to direct the
vote and to dispose of or direct the disposition of the Debenture and the shares
of Common Stock issuable upon conversion of the Debenture.
(c) As of August 31, 2006, the Reporting Person purchased from the
Issuer in the open market 154,449 shares of Common Stock of the Issuer. Except
as described above, neither the Reporting Person, nor to the best knowledge of
the Reporting Person any of its directors or executive officers, has effected
any other transactions with respect to the Common Stock during the past 60 days.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: September 18, 2006 THE CLARK ESTATES, INC.
By: /s/ Kevin S. Moore
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Name: Kevin S. Moore
Title: President
(Page 3 of 3 pages)