Unassociated Document
UNITED
STATES
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): March 28,
2007
eMagin
Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-24757
|
56-1764501
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
10500
N.E. 8th
Street, Suite 1400, Bellevue, WA 98004
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (425)-749-3600
Copies
to:
Richard
A. Friedman, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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 (see General Instruction A.2. below):
[
]
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
1.01 Entry into a Material Definitive Agreement.
As
previously reported on a From 8-K which was filed with the Securities and
Exchange Commission on July 25, 2006, eMagin Corporation (the “Company”) entered
into a Note Purchase Agreement (the “Stillwater Agreement”) with Stillwater LLC
(“Stillwater”) which provides for the purchase and sale of a note in the
principal amount of up to $500,000 (the “Stillwater Note”), together with a
warrant (the “Stillwater Warrant”) to purchase 70% of the number of shares
issuable upon conversion of the Stillwater Note, at the sole discretion of
the
Company by delivery of a notice to Stillwater on December 14, 2006.
By
way of
amendment to the Stillwater Agreement, dated March 28, 2007 (the “Amendment”),
the Company and Stillwater agreed to certain amendments to the Stillwater
Agreement. Among other things, pursuant to the Amendment, the parties agreed
to
a new closing date, amended certain closing conditions and determined that
the
conversion price of the Stillwater Notes would be $0.35, subject to adjustment
as provided in the Stillwater Agreement, and that the exercise price of the
Stillwater Warrant would be $0.48 per share. The closing for the sale of the
Stillwater Note and Stillwater Warrant was completed on April 9, 2007 and the
Company issued Stillwater the Stillwater Note in a 6% Senior Secured Convertible
Note in the principal amount of $500,000 and the Stillwater Warrant to purchase
1,000,000 shares of the Company’s common stock at an exercise price of $0.48 in
accordance with the terms of the Stillwater Agreement and Amendment. The
principal of the Stillwater Note shall become due in installments as follows:
| Principal
Amount |
|
Due
Date |
|
|
| $250,000 |
|
July
21, 2007 |
|
|
| $250,000 |
|
January
21, 2008 |
|
|
The
Company claims an exemption from the registration requirements of the Securities
Act for the private placement of these securities pursuant to Section 4(2)
of
the Securities Act and/or Regulation D promulgated thereunder since, among
other
things, the transaction did not involve a public offering, the investors are
accredited investors and/or qualified institutional buyers, the investors had
access to information about the Company and their investment, the investors
took
the securities for investment and not resale, and the Company took appropriate
measures to restrict the transfer of the securities.
Item
2.03 Creation of a Direct Financial Obligation.
See
Item
1.01 above.
See
Item
1.01 above.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective
on
April 9, 2007, David Gottfried resigned as a member of the Company’s board of
directors. There was no disagreement or dispute between the Company and Mr.
Gottfried.
Item
9.01 Financial Statements and Exhibits.
| (a) |
Financial
statements of business acquired.
|
Not
applicable.
| (b) |
Pro
forma financial information.
|
Not
applicable.
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
First
Amendment to Note Purchase Agreement, dated as of March 28, 2007,
by and
among the Company and Stillwater NPA.
|
|
10.2
|
|
Form
of 6% Senior Secured Convertible Note Due 2007-2008 of the Company
dated
April 9, 2007.
|
|
10.3
|
|
Form
of Common Stock Purchase Warrant of the Company dated
April 9, 2007
|
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.
| |
|
|
| |
eMagin
Corporation
|
|
|
|
| Date: April
11, 2007 |
By: |
/s/ K.C.
Park
|
| |
K.C.
Park |
| |
Interim President and Chief Executive Officer
(Principal
Executive Officer)
|