Filing pursuant to Rule 424(b)(2)
Registration Statement No. 333-52256
Prospectus Supplement No. 5
(To Prospectus Dated January 4, 2001)
15,000,000 Shares
EARTHSHELL CORPORATION
Common Stock
You should read this prospectus supplement along with the accompanying
prospectus. These documents contain information you should consider when making
your investment decision. You should rely only on the information contained or
incorporated by reference in this prospectus supplement and the accompanying
prospectus. We have not authorized anyone else to provide you with different or
additional information.
This prospectus supplement and the accompanying prospectus do not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the common stock offered hereby. This prospectus supplement and the
accompanying prospectus do not constitute an offer to sell or a solicitation of
an offer to buy our common stock in any circumstances in which an offer or
solicitation is unlawful.
Information in this prospectus supplement and the accompanying prospectus
may change after the date on the front of the applicable document. You should
not interpret the delivery of this prospectus supplement or the accompanying
prospectus or the sale of the common stock as an indication that there has been
no change in our affairs since that date.
Our principal executive offices are located at 800 Miramonte Drive, Santa
Barbara, California 93109-1419. Our telephone number is (805) 897-2294.
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INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 1 OF THE PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS APRIL 3, 2001
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USE OF PROCEEDS
We will use the net proceeds of this offering of our common stock as
described in the prospectus. See "Use of Proceeds" beginning on page 11 of the
prospectus.
PLAN OF DISTRIBUTION
To date, and including the issuance of shares pursuant to this prospectus
supplement, we sold an aggregate of 3,624,028 shares of our common stock
pursuant to the prospectus dated January 4, 2001 which is part of our
Registration Statement on Form S-3 (File No. 333-52256).
We are offering and selling 888,889 shares of our common stock to Acqua
Wellington North American Equities Fund, Ltd. pursuant to this prospectus
supplement. The common stock will be purchased at a negotiated purchase price of
$1.125 per share for aggregate proceeds to EarthShell of $1,000,000. To date,
and including the issuance of shares pursuant to this prospectus supplement and
the receipt of the net proceeds in consideration for those shares, we have
issued and sold an aggregate of 8,549,028 shares of our common stock to Acqua
Wellington North American Equities Fund, Ltd. for aggregate net proceeds of
$15,971,788.
Acqua Wellington and its pledgees, donees, transferees and other subsequent
owners, may offer their shares at various times in the over-the-counter market,
in privately negotiated transactions, at prevailing market prices at the time of
sale, at prices related to those prevailing market prices, at negotiated or at
fixed prices.
The transactions in the shares may be effected by ordinary brokerage
transactions and transactions in which the broker solicits purchasers, purchases
by a broker or dealer as principal, and the resale by that broker or dealer for
its account under this prospectus, including resale to another broker or dealer,
block trades in which the broker or dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal in order
to facilitate the transaction, or negotiated transactions between selling
stockholders and purchasers without a broker or dealer.
We have agreed to indemnify and hold harmless Acqua Wellington and each
person who controls Acqua Wellington against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, which may be based
upon, among other things, any untrue statement or alleged untrue statement of a
material fact or any omission or alleged omission of a material fact.
MARKET FOR OUR COMMON STOCK
Our common stock is listed on the NASDAQ National Market under the symbol
"ERTH." On April 2, 2001, the closing price of one share of our common stock was
$2.125. The common stock sold under this prospectus supplement will be listed on
the NASDAQ National Market after we notify the NASDAQ National Market that the
shares have been issued. As of April 2, 2001, we had 108,669,194 shares of
common stock outstanding.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
USE OF PROCEEDS S-2
PLAN OF DISTRIBUTION S-2
MARKET FOR OUR COMMON STOCK S-2
PROSPECTUS
PAGE
RISK FACTORS 1
USE OF PROCEEDS 10
PLAN OF DISTRIBUTION 10
LEGAL MATTERS 11
EXPERTS 11
FORWARD-LOOKING STATEMENTS 11
WHERE YOU CAN FIND MORE INFORMATION 11
INFORMATION INCORPORATED BY
REFERENCE 12