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
January 13, 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))
Item 5.02 Departure of Directors or Principal Officers.
On January 13, 2006, the Board of Directors (the "Board") of EarthShell
("EarthShell"), a Delaware corporation, received the resignation of Simon K.
Hodson as a member of the Board and as the Chairman of the Board, to be
effective immediately. Mr. Hodson was recently appointed as Chief Executive
Officer of E.Khashoggi Industries, LLC ("EKI"). EarthShell holds an exclusive
license on a worldwide basis from EKI to commercialize patented material
technology for the manufacture of foodservice disposable packaging. EKI is also
the largest shareholder of EarthShell. A new Chairman of the Board will be
elected at the next regularly scheduled meeting of EarthShell's Board and the
corporate governance committee of the Board will initiate a search for a new
director to fill the vacancy on the Board.
On January 20, 2006, EarthShell issued a press release with respect to Mr.
Hodson's resignation as Chairman of the Board, which is attached hereto as
Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits
Exhibit Description Location
Exhibit 99.1 Press Release Provided herewith
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SIGNATURES
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.
Date: January 20, 2006 EARTHSHELL CORPORATION
By: /s/ Scott Houston
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Name: Scott Houston
Title: Chief Financial Officer
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