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Published on 12/9/2008 in the Prospect News Special Situations Daily.

3D Systems adopts rights plan

By Lisa Kerner

Charlotte, N.C., Dec. 9 - 3D Systems Corp.'s board of directors adopted a stockholder rights plan after consulting with its advisers, the company announced on Tuesday.

In addition, the board created a series of series A preferred stock and declared a dividend of one series A preferred share purchase right for each share of 3D Systems' outstanding common stock.

Record date for the dividend is the close of business on Dec. 22, according to a company news release.

3D Systems said the rights will generally be exercisable only if a person or group acquires beneficial ownership of, or begins a tender or exchange offer for, 15% or more of its common stock.

If the rights become exercisable, each right will allow the holder to purchase one one-hundredth of a share of series A preferred stock for the exercise price of $55.00 per right.

Customary flip-in and flip-over provisions are also included in the plan.

3D Systems' board said it may redeem the rights at a price of $0.001 per right at any time up to 10 days after a person or group acquires beneficial ownership of 15% or more of the company's common stock.

The rights plan will remain in effect until Dec. 22, 2011 unless redeemed or amended, the release said.

"The adoption of the rights plan is not in response to any current accumulation of shares or any specific effort to acquire control of 3D Systems, but rather the potential for exploitation given the current market conditions," president and chief executive officer Abe Reichental said in the release.

"It is our hope that once conditions return to a more normal state, the company will no longer need the protection of a rights plan," Reichental added.

3D Systems, based in Rock Hill, S.C., provides three-dimensional modeling, prototyping and manufacturing services.


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