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): March
26, 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
On
January 19, 2007, EarthShell Corporation filed a voluntary petition for relief
under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for
the District of Delaware (case no 07-10086). Pursuant to the sale procedures
order entered by the Court on February 12, 2006 relating to the sale of the
assets of EarthShell Corporation, an auction sale was held on March 26, 2007.
At
that time, EarthShell had received three bids and/or proposals for the
disposition of its assets, consisting of the following:
(a) The
original stalking horse bid from EarthShell Acquisition Corp. with a total
value
of $3,000,000;
(b) A
proposal from Cornell Capital for an alternative transaction whereby Cornell
would reduce its secured debt by $3,000,000, repay the Debtor in possession
loan
to RPI, and increase the cash payment for the benefit of unsecured creditors
by
$30,000; and
(c) A
joint
proposal by and between RPI and Cornell which would require, among other things,
that the Debtor 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
Capital 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.
After
consulting with the Official Committee of Unsecured Creditors (the “Creditors’
Committee”), it was determined that option (c) provided the highest and best
value for unsecured creditors. The Bankruptcy Court on March 29, 2007 approved
this proposal, subject to the proposal being incorporated into a Chapter 11
plan and compliance with the normal plan confirmation requirements. A Chief
Restructuring Officer will be selected by the Creditors’ Committee and will
replace management on a going forward basis. The Creditors’ Committee is
represented by Arent Fox, LLP (Christopher Giaimo, tel 202.775.5774;
giaimo.christopher@arentfox.com)
Item
5.02. Departure of Directors or Principal Officers; Appointment of Principal
Officers
In
connection with the bankruptcy petition filing on January 19, 2007 and to
minimize expenditures to conform to the limited resources available to it
through the DIP financing that has been provided by RPI, the Company previously
reduced its paid staff to one full time employee, Mr. William E. Mooney, who
was
appointed and has been serving as Chief Operating Officer. To assist with the
orderly liquidation of the Company’s assets, the CEO and chairman of the board,
Mr. Vincent J. Truant, and the CFO and Corporate Secretary, Mr. Scott Houston,
and the entire Board of Directors have remained in place, but without
compensation. Now, with the completion of the auction for the sale of the assets
of EarthShell Corporation as noted above in Item 1.03 and the approval by the
Bankruptcy Court of the joint proposal by RPI and Cornell to further progress
toward a chapter 11 Plan, all of the current officers and directors of the
Company have tendered their resignations. As Chairman of the Board of Directors,
Mr. Truant’s resignation will become effective upon the selection of a Chief
Restructuring Officer within the next week or so. The resignations of Mr. Scott
Houston, Mr. William Mooney, Mr. Hamlin Jennings, Mr. Walker Rast, and Mr.
Michael Gordon are effective as of 5:00 p.m. March 30, 2007.
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: March
30, 2007 |
By: |
/s/ D.
Scott
Houston |
| |
Name:
D. Scott Houston |
| |
Title:
Chief Financial Officer |
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