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 3, 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
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(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Over the past several months EarthShell Corporation, a Delaware
corporation (the "Company"), has been in negotiations with Earthshell Asia,
Limited, a Hong Kong limited liabity company ("EA"), with respect to a Letter
Agreement (the "Agreement"), which would amend a letter Agreement dated as of
August 22, 2005 (the " Prior Agreement") as well as a Stock Purchase Agreement
dated as of August 22, 2005 between the Company and EA. As currently drafted,
the Agreement contemplates (i) the Company's sale to EA of 266,667 shares of the
Company's common stock (166,667 of which had previously been paid for by EA) at
a price of $3.00 per share; and (ii) the Company's sale to EA for $100,000 of
warrants to acquire an aggregate of 1,033,333 shares of the Company's common
stock at an exercise price of $3.90 per share. The shares and the warrants would
ultimately be acquired by various investors affiliated with EA.
While the Agreement has not yet been fully executed and delivered (mainly
due to the fact that EA has advised the Company that the group of investors has
not been finalized), the Company received $500,000 in funds from EA and its
investors in August 2005 pursuant to the terms of the Prior Agreement, and the
Company received $300,000 in December 2005 pursuant to negotiations between the
parties with respect to the draft Agreement. A net amount of approximately
$61,000 would still be due from EA under the terms of the Agreement. Pursuant to
its terms, the Agreement would be fully executed concurrently with the
completion of the transactions contemplated by it. As such, the Agreement will
not be deemed fully executed until all funds, shares and warrants have been
delivered. Though the Company currently expects the draft Agreement to be
executed, and all the transactions to be completed shortly, there can be no
assurance that this will occur.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits: None.
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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 3, 2006 By: /s/ D. Scott Houston
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Name: D. Scott Houston
Title: Chief Financial Officer
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