Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________
FORM
8-K
_____________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): July
24, 2007
EARTHSHELL
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-23567
|
77-0322379
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
1301
YORK ROAD, SUITE 200, BALTIMORE, MD 21093
(Address
of Principal Executive Offices)
(410)
847-9420
(Registrant's
telephone number, including area code)
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act(17 CFR 240.13e-4(c))
Item
1.03. Bankruptcy or Receivership
As
previously reported, on January 19, 2007 EarthShell Corporation (the “Company”)
filed a voluntary petition for bankruptcy protection under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware (Case No. 07-10086 (KG)). Pursuant to the sale procedures
order entered by the Bankruptcy Court on February 12, 2007 relating to the
sale
of the assets of the Company, an auction sale was held on March 26, 2007.
Following the auction, and after consulting with the Official Committee of
Unsecured Creditors (the “Creditors’ Committee”), it was determined that a joint
proposal by and between Renewable Products, Inc. (“RPI”) and Cornell Capital
Partners, L.P. (“Cornell”) providing, among other things, that the Company
assume and assign the RPI sublicense to RPI in exchange for a $500,000 payment,
the waiver of the RPI DIP loan and a payment by Cornell for $300,000 to further
progress toward a chapter 11 Plan which would discharge all unsecured claims,
cancel all existing stock and issue 100% of the new stock of the post-bankruptcy
corporation to Cornell represented the highest and best value for unsecured
creditors.
On
April
26, 2007, the Company and the Creditors’ Committee jointly filed a Chapter 11
Plan of Reorganization incorporating the joint RPI/Cornell proposal with the
Bankruptcy Court, which was further amended on July 5, 2007 (the “Plan”). On
July 24, 2007, the Bankruptcy Court entered an Order Confirming First Amended
Joint Plan of Reorganization (the “Order”). The Company anticipates that the
effective date of the Plan will occur during the week of July 30, 2007 (the
“Effective Date”).
As
a
result of the confirmation of the Plan and the entry of the Order by the
Bankruptcy Court, on the Effective Date all of the Company’s issued and
outstanding common stock, par value $.01 per share (the “Old Common Stock”),
will be cancelled and terminated and will be of no further force or effect.
Shortly after the Effective Date, the Company will file a Form 15 with the
Securities and Exchange Commission terminating the registration of the Old
Common Stock under the Securities Exchange Act of 1934.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
|
|
| |
EARTHSHELL
CORPORATION |
| |
(Registrant) |
|
|
|
| Date: July
25, 2007 |
By: |
/s/ Duane
D.
Werb |
| |
Name:
Duane D. Werb |
| |
Title:
Chief Restructuring Officer |
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