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
March 23, 2005
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.)
3916 State St. #110, Santa Barbara, California 93105
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (805) 563-7590
Not Applicable
(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.
On March 23, 2005, Earthshell Corporation (the "Company"), entered into a
Standby Equity Distribution Agreement with Cornell Capital Partners, LP.
Pursuant to the Standby Equity Distribution Agreement, the Company may, at its
discretion, periodically sell to Cornell Capital Partners, LP shares of common
stock for a total purchase price of up to $10.0 million. For each share of
common stock purchased under the Standby Equity Distribution Agreement, Cornell
Capital Partners LP will pay the Company 98% of the lowest volume weighted
average price of the Company's common stock as quoted by Bloomberg, LP on the
Over-the-Counter Bulletin Board or other principal market on which the Company's
common stock is traded for the 5 days immediately following the notice date. The
price paid by Cornell Capital Partners, LP for the Company's stock shall be
determined as of the date of each individual request for an advance under the
Standby Equity Distribution Agreement. Cornell Capital Partners, LP will also
retain 5% of each advance under the Standby Equity Distribution Agreement.
Cornell Capital Partner's obligation to purchase shares of the Company's common
stock under the Standby Equity Distribution Agreement is subject to certain
conditions, including the Company obtaining an effective registration statement
for shares of common stock sold under the Standby Equity Distribution Agreement
and is limited to $500,000 per weekly advance.
On March 23, 2005, the Company entered into a Security Agreement with
Cornell Capital Partners, LP. Pursuant to the Security Agreement, the Company
shall issue promissory notes to Cornell Capital Partners, LP in the original
principal amount of $2,500,000. The $2,500,000 will be disbursed as follows:
$1,150,000, within three days of the closing of all the transaction documents
with Cornell Capital Partners, LP and $1,350,000, within two days of the filing
of a registration statement related to Standby Equity Distribution Agreement.
The promissory notes are secured by the assets of the Company and shares of
stock of another entity pledged by an affiliate of that entity. The promissory
notes have a one-year term and accrue interest at 12% per year beginning on the
three-month anniversary of the promissory notes.
Item 3.02. Unregistered Sales of Equity Securities.
Cornell Capital Partners, LP shall receive 143,500 shares of the Company's
common stock as a one-time commitment under the Standby Equity Distribution
Agreement.
The Company shall issue to Sloan Securities Corporation 6,540 shares of
the Company's common stock under a placement agent agreement relating to the
Standby Equity Distribution Agreement.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description
Exhibit Description Location
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Exhibit 99.1 Standby Equity Distribution Agreement dated
as of March 23, 2005 between the Company and
Cornell Capital Partners, LP Provided herewith
Exhibit 99.2 Registration Rights Agreement dated as of
March 23, 2005 between the Company and
Cornell Capital Partners, LP Provided herewith
Exhibit 99.3 Placement Agent Agreement dated as of March
23, 2005 by and among the Company, Cornell
Capital Partners, LP and Sloan Securities
Corporation Provided herewith
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Exhibit Description Location
------- ----------- --------
Exhibit 99.4 Security Agreement dated as of March 23,
2005 between the Company and Cornell Capital
Partners, LP Provided herewith
Exhibit 99.5 Promissory Note dated as of March 23, 2005
issued to Cornell Capital Partners, LP Provided herewith
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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.
Date: March 29, 2005 EARTHSHELL CORPORATION
By: /s/ D. Scott Houston
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Name: D. Scott Houston
Title: Chief Financial Officer
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