UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
3D Systems Corporation
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(Name of Issuer)
Common Stock, $0.001 Par Value per Share
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(Title of Class of Securities)
88554D205
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(CUSIP Number)
December 31, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Schedule 13G/A
CUSIP No. 88554D205
1. Names of Reporting Persons: Philip W. Goldsmith
I.R.S. Identification Nos. of above persons (entities only): Not Applicable
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization: U.S.
Number of 5. Sole Voting Power: 28,000
Shares
Beneficially 6. Shared Voting Power: -0-
Owned by
Each 7. Sole Dispositive Power: 29,500
Reporting
Person With 8. Shared Dispositive Power: 619,901
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 649,401
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [ ]
11. Percent of Class Represented by Amount in Row (9): 4.80%
12. Type of Reporting Person (See Instructions): HC
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Item 1.
(a) The name of the issuer is 3D Systems Corporation (the "Corporation").
(b) The Corporation's executive office is located at 26081 Avenue Hall,
Valencia, California 91355.
Item 2.
(a) The person filing this statement is Philip W. Goldsmith.
(b) Mr. Goldsmith's residence is 350 East 72nd Street, New York, NY 10021.
(c) Mr. Goldsmith is a United States citizen.
(d) The security (the "Security") is common stock, $0.001 par value per
share.
(e) The CUSIP Number of the Security is 88554D205.
Item 3.
See Exhibit A.
Item 4. Ownership
(a) Mr. Goldsmith is the beneficial owner of 649,401 shares of the Security
through the following:
o his IRA;
o his power of attorney for the management of the account of the IRA
of Carol Goldsmith;
o his power of attorney for the management of the account of the IRA
of James Goldsmith;
o his power of attorney for the management of the account of James and
Elizabeth Goldsmith; and
o his position as Chairman of Goldsmith & Harris Incorporated ("G&H"),
a broker-dealer registered under Section 15 of the Securities Exchange Act
of 1934 and an investment adviser registered under the Investment Advisers
Act of 1940, by virtue of G&H's investment discretion over accounts of its
clients that hold 619,901 shares of the Security.
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The 649,401 shares of the Security of which Mr. Goldsmith is the beneficial
owner includes: (i) 29,469 shares of the Security into which $300,000 in 6%
Subordinated Convertible Debentures of the Corporation, which are held in
certain client accounts over which G&H has investment discretion, are
convertible; and (ii) 66,700 shares of the Security into which 66,700 shares of
Series B Convertible Preferred Stock of the Corporation, which are held in
certain client accounts over which G&H has investment discretion, are
convertible. The determination of the number of shares of the Security
beneficially owned by Mr. Goldsmith and the percentage such shares represent of
all of the outstanding shares of the Security was made in accordance Rule
13d-3(d)(1) under the Securities Exchange Act of 1934.
(b) The amount of shares of the Security beneficially owned by Mr.
Goldsmith is 4.80% of the total outstanding shares of the Security.
(c) (i) Mr. Goldsmith has the sole power to vote or to direct the vote of
28,000 shares of the Security.
(ii) Not applicable.
(iii) Mr. Goldsmith has the sole power to dispose, or to direct the
disposition, of 29,500 shares of the Security.
(iv) Mr. Goldsmith shares with G&H the power to dispose, or to direct
the disposition, of 619,901 shares of the Security.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [x].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The clients of G&H, the IRA of Carol Goldsmith, the IRA of James Goldsmith
and James and Elizabeth Goldsmith may have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, shares
of the Security. None of these persons has an interest in 5% or more of the
total outstanding shares of the Security.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
See Exhibit A.
Item 8. Identification and Classification of Members of the Group.
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Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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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: February 11, 2005
/s/Philip W. Goldsmith
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Philip W. Goldsmith
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