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): December
31, 2006
EARTHSHELL
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-23567
|
77-0322379
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
incorporation)
|
|
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:
[ ]
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
2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
On
September 29, 2006, EarthShell Corporation (the “Company”) entered into a Letter
Agreement (the “Agreement”) with Cornell Capital Partners, LP (“Cornell”)
pursuant to which Cornell agreed to forbear from exercising certain rights
and
remedies under that certain Secured Convertible Debenture, dated December
30,
2005 (the “Debenture”) and that certain Registration Rights Agreement (“RRA”),
of even date with the Debenture (the Agreement, Debenture, RRA and all other
agreements, contacts, instruments or other items delivered in connection
with
the Debenture are collectively referred to as the “Transaction Documents”) until
December 31, 2006.
This
forbearance agreement with Cornell Capital Partners has expired and the Company
is in default under its financing agreements with Cornell. The financing
agreements call for the Company to register shares of common stock underlying
its convertible debentures. The Company filed a registration statement with
the
Securities and Exchange Commission earlier in 2006, but the registration
statement has not yet been declared effective.
As a
result of the default, Cornell is entitled to liquidated damages equal to
one
percent (1%) of the liquidated value of the Debenture for each thirty (30)
day
period after December 31, 2006 for which the registration statement is not
effective. Additionally, Cornell has a right to accelerate the due date of
the
Debenture, demand payment of the principal and accrued interest of approximately
$5,040,000, and begin collection efforts and/or attach their collateral securing
the Debenture.
Item
8.01 Other Events
As
previously announced on December 13, 2006, the Company does not have either
the
cash or commitments for either interim or long term funding to sustain its
operations, and therefore cannot pay its obligation to its secured creditor
or
meet other on-going obligations. The Company is reviewing any and all options
available in the event that the Company is unable to secure the necessary
funding to continue operations.
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:
January 5, 2007
|
By:
/s/ D. Scott
Houston
|
| |
Name:
D. Scott Houston
|
| |
Title:
Chief Financial Officer
|
| |
|