SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (a)
(Amendment No. 2)1
eMagin Corporation
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
29076N 10 7
-------------------------------------------------------------------------------
(CUSIP Number)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Frank S. Vellucci, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
(212) 408-5100
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 15, 2004
--------------------------------------------------------------------------------
(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 Schedule 13D, and is filing this
schedule because of ss.ss. 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 ss. 240.13d-7 for other
parties to whom copies are to be sent.
(1) 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).
Page 1 of 6
------------------------------------------------
CUSIP No. 29076N 10 7 13D
------------------------------------------------
--------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stillwater LLC
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a)
[x] (b)
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------- ----------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 13,025,841 (1)
------- ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
------- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 13,025,841 (1)
------- ----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,340,526 (2)
------------------- ------- --------------------------------- ------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,366,367
--------- ----------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x]
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.7%
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------- ----------------------------------------------------------------------
(1) Consists of Issuer's Common Stock and the aggregate number of shares of the
Issuer's Common Stock issuable upon exercise of Stock Purchase Warrants
dated November 27, 2001, as amended, January 14, 2002, as amended, June 26,
2002, April 25, 2003 and March 3, 2004.
(2) The sole member of Stillwater LLC is the investment manager of a
corporation that owns such reported securities.
Page 2 of 6
------------------------------------------------
CUSIP No. 29076N 10 7 13D
------------------------------------------------
--------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ginola Limited
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a)
[x] (b)
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------- ----------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Isle of Man
--------- ----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,629,209 (3)
------- ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
------- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,629,209 (3)
------- ----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,855,865 (4)
------------------- ------- ----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,485,074
--------- ----------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x]
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
(3) Consists of aggregate number of shares of the Issuer's Common Stock
issuable upon exercise of Stock Purchase Warrants dated November 27, 2001,
as amended, January 14, 2002, as amended, April 25, 2003 and March 3, 2004.
(4) Consists of shares of Common Stock and warrants owned by trusts and holding
companies with the same directors and/or controlling shareholders as
Ginola. This report shall not be deemed an admission that Ginola is the
beneficial owner of such securities for purposes of Section 13(d) or 13(g)
of the Act.
Page 3 of 6
------------------------------------------------
CUSIP No. 29076N 10 7
------------------------------------------------
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") is being filed
by Stillwater LLC, a Delaware limited liability company ("Stillwater") and
Ginola Limited, a company organized in Isle of Man ("Ginola" and, together with
Stillwater, the "Reporting Persons"), to amend the Schedule 13D (the "Schedule
13D") originally filed by the Reporting Persons on May 5, 2003 and as amended by
Amendment No. 1 to the Schedule 13D filed March 8, 2004, with respect to
beneficial ownership of common stock, $0.001 par value per share (the "Common
Stock"), of eMagin Corporation ("eMagin" or "Issuer"), a corporation organized
under the laws of the State of Delaware. The address of the principal executive
offices of eMagin is 2070 Route 52, Hopewell Junction, New York 12533.
In accordance with Exchange Act Rule 13d-2, this Amendment No. 2 amends
and supplements only information that has materially changed since the March 8,
2004 filing of Amendment No.1 to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Common Stock Percent
Beneficially Owned of Class
(a) Stillwater (1) 14,366,367 20.7%
Ginola (3) 6,485,074 9.9%
Common Stock Percent
(b) Stillwater Beneficially Owned of Class
Sole Voting Power (1) 13,025,841 18.7%
Shared Voting Power - 0 - 0%
Sole Dispositive Power (1) 13,025,841 18.7%
Shared Dispositive Power (2) 1,340,526 1.9%
Common Stock Percent
Ginola Beneficially Owned of Class
Sole Voting Power (3) 4,629,209 7.1%
Shared Voting Power - 0 - 0%
Sole Dispositive Power (3) 4,629,209 7.1%
Shared Dispositive Power (4) 1,855,865 2.8%
--------------------------------
(1) Consists of Issuer's Common Stock and the aggregate number of shares of the
Issuer's Common Stock issuable upon exercise of Stock Purchase Warrants
dated November 27, 2001, as amended, January 14, 2002, as amended, June 26,
2002, April 25, 2003 and March 3, 2004.
(2) The sole member of Stillwater LLC is the investment manager of a
corporation that owns such reported securities.
(3) Consists of aggregate number of shares of the Issuer's Common Stock
issuable upon exercise of Stock Purchase Warrants dated November 27, 2001,
as amended, January 14, 2002, as amended, April 25, 2003 and March 3, 2004.
(4) Consists of shares of Common Stock and warrants owned by trusts and holding
companies with the same directors and/or controlling shareholders as
Ginola. This report shall not be deemed an admission that Ginola is the
beneficial owner of such securities for purposes of Section 13(d) or 13(g)
of the Act.
Page 4 of 6
------------------------------------------------
CUSIP No. 29076N 10 7
------------------------------------------------
(c) Since the filing of Amendment No.1 to Schedule 13D on March 8,
2004, Stillwater has sold 700,000 shares of Issuer's Common Stock
for $2.36 per share, in a private transaction on April 15, 2004.
(d) Not applicable.
(e) Not applicable.
Item 7. To Be Filed as Exhibits.
Exhibit No. Description Page
1 Agreement of Reporting Persons to file joint 6
statement on Schedule 13D
Signatures
After reasonable inquiry and to the best knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: April 19, 2004
STILLWATER LLC
By: /s/ Mortimer D.A. Sackler
----------------------------
Name: Mortimer D.A. Sackler
Title: President
GINOLA LIMITED
By: /s/ Steven Meiklejohn
---------------------------
Name: Steven Meiklejohn
Title: Director
Page 5 of 6
EXHIBIT 1
------------------------------------------------
CUSIP No. 29076N 10 7
------------------------------------------------
JOINT FILING AGREEMENT
Dated as of May 5, 2003
This will confirm the agreement by and among all the undersigned
that the Schedule 13D filed on or about this date and any amendments thereto
(the "Schedule 13D") with respect to beneficial ownership by the undersigned of
shares of the Common Stock, par value $0.001 per share, of eMagin Corporation is
being filed on behalf of each of the undersigned in accordance with Rule
13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act").
Each of the undersigned persons hereby disclaims being a member of a group and
also disclaims beneficial ownership of the securities in eMagin Corporation
beneficially owned and/or held by the other person. The information set forth in
the Schedule 13D shall not be deemed an admission by either of the undersigned
persons that such person is a member of a group or that such person is the
beneficial owner of securities beneficially owned and/or held by the other
undersigned person for purposes of Sections 13(d) and 13(g) of the Act or any
other purpose.
This agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this
Agreement as of date first written above.
STILLWATER LLC
By: /s/ Mortimer D.A. Sackler
----------------------------
Name: Mortimer D.A. Sackler
Title: President
GINOLA LIMITED
By: /s/ Emma de Ste. Croix
----------------------------
Name: Emma de Ste. Croix
Title: Alternate Director
Page 6 of 6