UNITED STATES
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): June 17, 2005
EARTHSHELL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 333-13287 77-0322379
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
3916 State St. Suite 110, Santa Barbara, CA 93105
(Address of Principal Executive Offices) (Zip Code)
805-563-7590
(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 17, 2005, Earthshell Corporation (the "COMPANY") entered into a
Sublicense Agreement (the "RPI SUBLICENSE AGREEMENT") with ReNewable Products,
Inc. ("RPI"), a newly formed subsidiary of Thompson Street Capital Partners
("THOMPSON STREET"), dated May 19, 2005 pursuant to which the Company granted
RPI an exclusive license to produce plates, bowls, and certain other EarthShell
products incorporating the Company's technology and to sell these products in
the retail and governmental market segments in the United States. The Company
has been advised that RPI has already received $6 million of an initial $12
million funding commitment from Thompson Street in order to begin production of
Earthshell Packaging products. The RPI Sublicense Agreement requires RPI to pay
the Company a royalty equal to 20% of RPI's net sales, not to exceed 50% of
RPI's gross margin. The parties separately agreed that the effectiveness of the
RPI Sublicense Agreement would be conditioned upon the effectiveness of the
agreements described in the balance of this Item 1.01 and Item 1.02.
On June 17, 2005, the Company, RPI and RPI's sole stockholder,
Renewable Products, LLC ("RPI LLC"), entered into an Agreement and Plan of
Merger (the "AGREEMENT") which contemplates the Company's eventual acquisition
of RPI in exchange for 8 million shares of the Company's Series C Convertible
Preferred Stock (the "SERIES C STOCK") at such time as the following conditions,
among others, are achieved: (a) RPI's procurement, installation and start-up of
16 manufacturing modules for producing the Company's product, which equipment is
to be designed to produce an aggregate of approximately $16 million of
EarthShell products per year, (b) RPI's establishment of plant facilities to
support the full commercial operations of such machines, (c) RPI's receipt of
funding to support additional working capital needs of $1 million, (d) RPI's
receipt of at least $12 million of capital to purchase the machines described
above and (e) the 20% royalty described above having become payable and either
accrued or paid to the Company pursuant to the RPI Sublicense Agreement. At such
time as the conditions to the transactions contemplated by the Agreement are
met, a valuation of RPI will be obtained and the Company will acquire RPI
pursuant to the terms of the Agreement in exchange for 8 million shares of
Series C Stock, as described above. The Series C Stock will be convertible on a
share for share basis into 8 million shares of the Company's common stock which
will be subject to registration rights.
The Company's press release announcing its relationship with RPI is
attached as exhibit 99.1.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
To enable the Company to enter into the RPI Sublicense Agreement, on
June 8, 2005, the Company entered into a letter agreement with Meridian Business
Solutions Ltd. ("MBS") terminating its Sublicense Agreement (the "MBS SUBLICENSE
AGREEMENT") dated as of May 13, 2004. At the time the letter agreement was
executed, MBS had not yet implemented the sublicense granted to it under the MBS
Sublicense Agreement. The parties separately agreed that the effectiveness of
the termination would be conditioned upon the effectiveness of the agreements
with RPI described in Item 1.01 above. The Company has entered into additional
sublicense agreements with MBS covering non-competing technologies in other
markets and territories than those covered by the past MBS Sublicense Agreement
and the present RPI Sublicense Agreement. The effectiveness of such sublicense
agreements is expressly conditioned upon the satisfaction of certain conditions
before July 31, 2005, including the receipt by the Company of $2.6 million in
technology fees and other payments.
FORWARD-LOOKING STATEMENTS
This filing may contain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties of other factors which
may cause actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Factors that might
cause such a difference include, but are not limited to, those discussed in the
Management's Discussion and Analysis of Financial Condition and Results of
Operations in the Company's most recent Form 10-K and other documents filed by
the Company with the Securities and Exchange Commission.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits:
99.1 Press Release, dated June 17, 2005 entitled "Earthshell
Corporation Signs New Licensee, Renewable Products Inc. (RPI)"
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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: June 23, 2005 By: /s/ D. SCOTT HOUSTON
--------------------
Name: D. Scott Houston
Title: Chief Financial Officer
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INDEX TO EXHIBITS
NO. DESCRIPTION
99.1 Press Release, dated June 17 2005 entitled "Earthshell
Corporation Signs New Licensee, Renewable Products Inc. (RPI)"
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