eMagin Oct 21, 2005 8K
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): October 21,
2005
eMagin
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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000-24757
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56-1764501
|
|
(State
or other
jurisdiction
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(Commission
File Number)
|
(IRS
Employer
|
|
of
incorporation)
|
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Identification
No.)
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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)-882-7878
2070
Route 52, Hopewell Junction, New York 12533
(Former
name or former address, if changed since last report)
Copies
to:
Richard
A. Friedman, Esq.
Eric
A.
Pinero, 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.
On
October 20, 2005, eMagin Corporation (the “Company”) entered into a Securities
Purchase Agreement to sell to certain qualified institutional buyers and
accredited investors an aggregate of 16,623,636 shares of the Company’s common
stock, par value $0.001 per share (the “Shares”), and warrants to purchase an
additional 9,974,182 shares of common stock, for an aggregate purchase price
of
$9,143,000. The purchase price of the common stock and corresponding warrant
was
$0.55 per share.
The
warrants are exercisable until October 20, 2010 at an exercise price of $1.00
per share. The warrants are exercisable at any time and from time to time as
to
two-thirds of the number of shares for which the warrants are exercisable on
or
after May 20, 2006; and, as to the remaining one-third of the number of shares
for which the warrants are exercisable, at any time after March 31, 2007,
provided, however, that (i) if the Company’s Form 10-K for the fiscal year ended
December 31, 2006 shows that the Company had total net revenues of more than
$20,000,000 for the fiscal year ended December 31, 2006, or (ii) if the investor
has sold more than 25% of the Shares purchased pursuant to the Securities
Purchase Agreement prior to December 31, 2006, then the remaining one-third
of
such Warrant shall not be exercisable and shall be deemed
cancelled.
In
addition, on October 20, 2005 the Company entered into a Registration Rights
Agreement with the investors to register the resale of the Shares sold in the
offering and the shares of common stock issuable upon exercise of the warrants.
Subject to the terms of the Registration Rights Agreement, the Company is
required to file a registration statement on Form S-3 with the Securities and
Exchange Commission (the “SEC”) within 30 days of the closing, to use its best
efforts to cause the registration statement to be declared effective under
the
Securities Act of 1933 (the “Act”) as promptly as possible after the filing
thereof, but in no event later than
90 days
after the filing date and no later than 120 days after the filing date (in
the
event of SEC review of the registration statement), and
to
use its best efforts to keep the registration statement continuously effective
under the Act until all the registrable securities covered by the registration
statement have been sold or may be sold without volume restrictions pursuant
to
Rule 144(k).
The
Company claims an exemption from the registration requirements of the Act for
the private placement of these securities pursuant to Section 4(2) of the Act
and/or Regulation D promulgated thereunder since, among other things, the
transaction did not involve a public offering, the investors were 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.
The
aggregate commissions and expenses payable in connection with the private
placement were approximately $805,000.
On
October 21, 2005, the Company issued a press release announcing the entry into
the aforementioned material definitive agreements. A copy of this press release
has been filed with this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
In
accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to
be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Act or the Exchange Act, except
as
shall be expressly set forth by specific reference in such filing.
Item
3.02 Unregistered Sales of Equity Securities.
See
Item
1.01 above.
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
statements of business
acquired.
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Not
applicable.
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(b)
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Pro
forma financial
information.
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Not
applicable.
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Exhibit
Number
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Description
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10.1
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10.2
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10.3
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99.1
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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.
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eMagin
Corporation |
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| Date:
October 21, 2005 |
By: |
/s/ John
Atherly |
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John
Atherly |
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Chief Financial
Officer |