UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
EarthShell Corporation
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
27032B209
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(CUSIP Number)
With a copy to:
James A. Cooper Roger R. Wilen
100 South Brentwood Boulevard Schiff Hardin LLP
Suite 200 6600 Sears Tower
St. Louis, Missouri 63105-1691 Chicago, IL 60606
(314) 727-2232 (312) 258-5810
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 17, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule13D,
and is filing this schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS
THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
This amendment amends and restates Item 2 and Item 5 to reflect
certain information about Richard F. Glennon ("Mr. Glennon") and
includes the exhibits, which previously were included in the text of
the statement, as separate documents.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed jointly by ReNewable Products
LLC, a Delaware limited liability company (the "Stockholder"), TSCP
Machinery & Processing Group, LLC, a Delaware limited liability
company (the "Holding Company"), Thompson Street Capital Partners,
L.P., a Delaware limited partnership (the "Fund"), Thompson Street
Capital GP LLC, a Delaware limited liability company (the "General
Partner"), James A. Cooper, individually ("Mr. Cooper"), and Peter S.
Finley, individually ("Mr. Finley"). The Stockholder, the Holding
Company, the Fund, the General Partner, Mr. Cooper, and Mr. Finley are
referred to together as the "Reporting Persons".
During the last five years, none of the Reporting Persons (i) has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws. Additional
information with respect to each of the Reporting Persons follows.
The Stockholder's principal business is to serve as a holding
company for ReNewable Products, Inc., a Delaware corporation (the
"Target"). The Stockholder's principal office is located at 100 South
Brentwood Boulevard, Suite 200, St. Louis, Missouri 63105-1691. Its
executive officers are its President, Mr. Finley, and its Vice
President, Treasurer, and Secretary, Mr. Cooper. Its managers and
controlling persons are Mr. Cooper, Mr. Glennon, and Harry Holiday
("Mr. Holiday"). The persons ultimately in control of the Stockholder
are Mr. Cooper and Mr. Finley.
The Holding Company's principal business is to serve as a holding
company. Its principal office is located at 100 South Brentwood
Boulevard, Suite 200, St. Louis, Missouri 63105-1691. Its executive
officers are its President, Mr. Finley, and its Vice President,
Treasurer, and Secretary, Mr. Cooper. Its managers and controlling
persons are Mr. Cooper, Mr. Finley, and Mr. Holiday. The persons
ultimately in control of the Holding Company are Mr. Cooper and Mr.
Finley.
The Fund's principal business is to operate a private equity
fund. Its principal office is located at 100 South Brentwood
Boulevard, Suite 200, St. Louis, Missouri 63105-1691. Its general
partner is the General Partner. The persons controlling the General
Partner are set forth below.
The General Partner's principal business is to manage the Fund.
Its principal office is located at 100 South Brentwood Boulevard,
Suite 200, St. Louis, Missouri 63105-1691. Its managing members and
controlling persons are Mr. Cooper and Mr. Finley.
Mr. Cooper's business address is 100 South Brentwood Boulevard,
Suite 200, St. Louis, Missouri 63105-1691. His principal occupation
is Managing Member of the General Partner. He is a citizen of the
United States.
Mr. Finley's business address is 100 South Brentwood Boulevard,
Suite 200, St. Louis, Missouri 63105-1691. His principal occupation
is Managing Member of the General Partner. He is a citizen of the
United States.
Mr. Glennon's address is 313 Mound St., Dayton, Ohio 45402. His
principal occupation is President and Chief Financial Officer of
Assembly & Test Worldwide, Inc. During the last five years, Mr.
Glennon (i) has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) and (ii) was not a party
to a civil proceeding of a judicial or administrative body of com-
petent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future viola-
tions of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to
such laws. Mr. Glennon is a citizen of the United States.
Mr. Holiday's business address is 100 South Brentwood Boulevard,
Suite 200, St. Louis, Missouri 63105-1691. His principal occupation
is Chief Operating Officer of the General Partner. During the last
five years, Mr. Holiday (i) has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) and
(ii) was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws. Mr. Holiday is a citizen of the United
States.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As described in Item 6, under the terms of the Merger Agreement,
the Stockholder's ability to complete the Merger is subject to various
conditions. As a result of these conditions, the Reporting Persons do
not currently have a right to acquire the Convertible Preferred Stock.
Despite these conditions, however, the Reporting Persons may be deemed
to have a right to acquire, within 60 days, beneficial ownership of
the Common Stock into which the Convertible Preferred Stock will be
convertible.
The share ownership percentages described in this Item 5 are
based on the Company's representation in the Merger Agreement that
18,234,615 shares of Common Stock were outstanding as of June 17,
2005. The Company's Annual Report on Form 10-K/A, Amendment No. 3,
for the fiscal year ended December 31, 2004, filed with the Securities
and Exchange Commission on June 9, 2005, reported that 18,435,452
shares of Common Stock were outstanding as of June 8, 2005.
(a) The aggregate number and percentage of Common Stock that may
be beneficially owned by each of the persons identified in Item 2 of
this Schedule 13D are provided in the following table:
Name Aggregate Number Percentage
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The Stockholder 8,000,000 30.5%
The Holding Company 8,000,000 30.5%
The Fund 8,000,000 30.5%
The General Partner 8,000,000 30.5%
Mr. Cooper(1) 8,248,357 31.4%
Mr. Finley(2) 8,027,000 30.6%
Mr. Glennon 0 0
Mr. Holiday 0 0
As described in Item 6, the Reporting Persons may be deemed to be
members of a group with the Khashoggi Holders. Based solely on the
information reported by the Company in its Annual Report on Form 10-
K/A, Amendment No. 3, for the fiscal year ended December 31, 2004,
filed with the Securities and Exchange Commission on June 9, 2005,
under the caption "Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters," the Reporting Persons
understand that the Khashoggi Holders were the beneficial owners, as
of June 2, 2005, of 7,664,449 shares of Common Stock, which is
reported as representing 39.25 percent of the Common Stock then
outstanding.
(b) The number of shares of Common Stock as to which each person
identified in Item 2 of this Schedule 13D may have the sole power to
vote or to direct the vote, shared power to vote or direct the vote,
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1 Includes (i) 235,157 shares of Common Stock held by Mr. Cooper's
spouse; (ii) 9,700 shares of Common Stock held by Mr. Cooper as
custodian for his children, and (iii) 3,500 shares of Common Stock
held by Mr. Cooper in his IRA.
2 Includes (i) 12,000 shares of Common Stock held by Mr. Finley
as custodian of UGMA accounts for his three children, (ii) 5,000 shares
of Common Stock held jointly with Mr. Finley's spouse, and (iii) 10,000
shares of Common Stock held as co-trustee, along with Ms. Finley, of
the Peter S. Finley Living Trust of 4/12/02.
sole power to dispose or to direct the disposition, or shared power to
dispose or to direct the disposition is provided in the following
table:
Shared
Name Sole Power Shared Power Sole Power Power
---- to Vote to Vote to Dispose to Dispose
---------- ------------ ---------- ----------
The Stockholder 0 8,000,000 0 8,000,000
The Holding Company 0 8,000,000 0 8,000,000
The Fund 0 8,000,000 0 8,000,000
The General Partner 0 8,000,000 0 8,000,000
Mr. Cooper 13,200(3) 8,235,157(4) 13,200(3) 8,235,157(4)
Mr. Finley 0 8,027,000(5) 0 8,027,000(5)
Mr. Glennon 0 0 0 0
Mr. Holiday 0 0 0 0
Mr. Cooper's spouse's name is Stacy Cooper ("Ms. Cooper"). Ms.
Cooper's address is 26 Dromara Road, St. Louis, Missouri 63124. She
is not employed. During the last five years, Ms. Cooper (i) has not
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) and (ii) was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Ms. Cooper is a citizen of the United States.
Mr. Finley's spouse's name is Macon P. Finley ("Ms. Finley").
Ms. Finley's address is 12 Carrswold Drive, St. Louis, Missouri 63105.
Her principal occupation is a schoolteacher. During the last five
years, Ms. Finley (i) has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) and (ii) was
not a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws. Ms. Finley is a citizen of the United States.
____________________
3 Includes (i) 9,700 shares of Common Stock held by Mr. Cooper as
custodian of UMOUTMA for his children and (ii) 3,500 shares of Common
Stock held by Mr. Cooper in his IRA.
4 Includes 235,157 shares of Common Stock held by Mr. Cooper's spouse.
5 Includes (i) 5,000 shares of Common Stock held jointly by Mr. Finley
and Ms. Finley, (ii) 10,000 shares of Common Stock held by Mr. Finley
and Ms. Finley as trustees of the Peter S. Finley Living Trust of
4/12/02, and (iii) 12,000 shares of Common Stock held by Mr. Finley as
custodian of UGMA accounts for his children.
(c) In the past 60 days, Ms. Cooper has effected the following
purchases of shares of Common Stock through a broker:
Date Number of Shares Price Per Share
---- ---------------- ---------------
June 17, 2005 2000 $2.00
June 17, 2005 3000 $2.05
June 17, 2005 1000 $2.11
June 17, 2005 21,000 $2.20
June 17, 2005 5,000 $2.30
June 24, 2005 2,000 $2.80
In the past 60 days, Mr. Finley has effected the following purchases
of shares of Common Stock through a broker:
Date Number of Shares Price Per Share
---- ---------------- ---------------
June 17, 2005 1,000 $2.30
June 17, 2005 3,000 $2.35
June 17, 2005 4,000 $2.35
June 17, 2005 4,000 $2.35
Other than the transactions described in this part (c) of Item 5
of this Schedule 13D, none of the persons listed in part (a) of Item 5
of this Schedule 13D has effected any transactions in the Common Stock
during the past 60 days. The Reporting Persons have no information as
to any transactions by the Khashoggi Holders.
(d) No person, other than (i) those identified in Item 2 of this
Schedule 13D, (ii) Ms. Cooper, and (iii) Ms. Finley is known to have
the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Common Stock
beneficially owned by the persons identified in Item 2 of this
Schedule 13D.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Following is a list of the materials attached to this amendment:
Exhibit 99.1 Agreement and Plan of Merger, dated as of
June 17, 2055, among EarthShell Corporation,
EarthShell Triangle, Inc., ReNewable
Products, Inc., and ReNewable Products, LLC
Exhibit 99.2 Certificate of Designation of the Series C
Convertible Preferred Stock of EarthShell
Corporation
Exhibit 99.3 Registration and Investor Rights Agreement
Exhibit 99.4 Khashoggi Lock-up Agreement
Exhibit 99.5 Joint Filing Agreement
Signatures
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned certifies
that the information set forth in the statement is true, complete and
correct.
RENEWABLE PRODUCTS LLC
By its manager, TSCP Machinery & Processing
Group, LLC
By Thompson Street Capital Partners, L.P.
By Thompson Street Capital GP LLC
By: /s/ James A. Cooper
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James A. Cooper
Managing Member
TSCP MACHINERY & PROCESSING GROUP, LLC
By Thompson Street Capital Partners, L.P.
By Thompson Street Capital GP LLC
By: /s/ James A. Cooper
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James A. Cooper
Managing Member
THOMPSON STREET CAPITAL PARTNERS, L.P.
By Thompson Street Capital GP LLC
By: /s/ James A. Cooper
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James A. Cooper
Managing Member
THOMPSON STREET CAPITAL GP LLC
By: /s/ James A. Cooper
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James A. Cooper
Managing Member
/s/ James A. Cooper
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JAMES A. COOPER, individually
/s/ Peter S. Finley
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PETER S. FINLEY, individually