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
Date of Report (Date of earliest event reported): July 28, 2006
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.)
1301 York Road, Suite 200, Lutherville, Maryland 21093
(Address of principal executive offices) (Zip code)
(410) 847-9420 Registrant's telephone number, including area code:
Not Applicable
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(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))
4
Item 1.01 Entry into a Material Definitive Agreement.
On July 28, 2006, the Company entered into a Loan and Mutual Release
Agreement (the "Agreement") with E. Khashoggi Industries, LLC ("EKI"), the
Company's largest stockholder. Pursuant to the Agreement, EKI advanced $350,000
directly to the Company and an additional $150,000 to a law firm on behalf of
the Company to cover legal fees related to patent renewals. The Agreement also
contains mutual releases of any and all claims, known or unknown, which the
respective parties may have through the date of the Agreement under existing
license, debt conversion and service agreements. The Company executed and
delivered two Promissory Notes to EKI on July 28, 2006; one in the amount of
$350,000 and the other in the amount of $150,000. Interest accrues on the
principal balance of the $350,000 note at a variable per annum rate, as of any
date of determination, that is equal to the rate published in the "Money Rates"
section of The Wall Street Journal as being the "Prime Rate", compounded
monthly. The $150,000 note is non-interest bearing. All accrued but unpaid
interest and outstanding principal under the notes is due and payable on the
earliest to occur of the following: (i) the second anniversary of the date of
the note; (ii) five days following the date the Company has received $3.0
million or more in aggregate net cash proceeds from all financing transactions,
equity contributions, and transactions relating to the sale, licensing,
sublicensing or disposition of assets or the provision of services (including
advance royalty payments, proceeds from the sale of the Company's common stock
and fees for technological services rendered to third parties), occurring
subsequent to the date of the notes.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Item 1.01 is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements
and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
None
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: August 2, 2006 By: /s/ D. Scott Houston
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Name: D. Scott Houston
Title: Chief Financial Officer