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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 10, 2006
EARTHSHELL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 333-13287 77-0322379
(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number) Identification No.)
1301 York Road, Suite 200, Lutherville, Maryland 21093
(Address of principal executive offices) (Zip code)
(410) 847-9420
Registrant's telephone number, including area code:
N/A
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 10, 2006, EarthShell Corporation, a Delaware corporation (the
"Company"), entered into a Letter Agreement (the "Agreement") with Earthshell
Asia, Limited, a Hong Kong limited liability company ("EA"), which amended and
restated a letter Agreement dated as of August 22, 2005 and amended a Stock
Purchase Agreement dated as of August 22, 2005 and five sublicense agreements
dated August 22, 2005, all of which were entered into by the Company and EA.
As previously disclosed in a Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 3, 2006, although the Agreement
was dated December 9, 2005, the Agreement was not to be signed and delivered
until all conditions to the transactions described therein were satisfied. On
February 10, 2006, all of the conditions described in the Agreement were
satisfied, the Agreement was deemed signed and delivered and the transactions
contemplated therein were completed. Pursuant to the Agreement, the Company is
eligible to receive a total of up to $2.6 million from a combination of prepaid
technology fees (up to $1.7 million) upon the satisfaction of certain
conditions, and $900,000 for the sale of (i) 266,667 shares of its common stock
(the "Shares"), and (iii) for the issuance of warrants to purchase one million
thirty three thousand three hundred thirty three (1,033,333) shares of the
Company's common stock at $3.90 per share (the "Warrants"). As consideration for
the Shares, the Company received $500,000 from EA in August 2005, an additional
$300,000 in December 2005 and the final payment of approximately $61,000 on
February 10, 2006. Upon receipt of the final payment, the Company issued the
Shares and the Warrants to various investors affiliated with EA (the
"Investors").
The Company also signed and delivered an Investor Rights Agreement with
each of the Investors dated as of December 9, 2005. Pursuant to the terms of the
Investor Rights Agreement, the Company granted registration rights to the
Investors.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
4.1 Investor Rights Agreement dated as of December 9, 2005, by and among
EarthShell Corporation and the parties signatory thereto.
4.2 Form of EarthShell Corporation Common Stock Warrant
10.1 Letter Agreement dated as of December 9, 2005, by and between
EarthShell Corporation and EarthShell Asia, Limited.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EARTHSHELL CORPORATION
Date: February 10, 2006 By: /s/ D. Scott Houston
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Name: D. Scott Houston
Title: Chief Financial Officer
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INDEX TO EXHIBITS
NO. DESCRIPTION
4.1 Investor Rights Agreement dated as of December 9, 2005, by and among
EarthShell Corporation and the parties signatory thereto.
4.2 Form of EarthShell Corporation Common Stock Warrant
10.1 Letter Agreement dated as of December 9, 2005, by and between EarthShell
Corporation and EarthShell Asia, Limited.
4