form8k.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 13, 2008
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
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(State
or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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10500 N.E. 8 th
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
Friedman, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New York,
New York 10006
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))
EXPLANATORY
NOTE
This
Amendment is an amendment and restatement of the Original Report in its entirety
in order to provide a complete presentation.
Item
5.02. Departure of Directors or Principal Officers; Election of
Director; Appointment of Principal Officers.
As
previously reported, on May 13, 2008, eMagin Corporation (the Company”) and Andrew
Sculley, Jr. executed an executive employment agreement dated May 13, 2008 (the
“Employment
Agreement”), pursuant to which Mr. Sculley will serve as the Company’s
Chief Executive Officer and President, effective June 1,
2008. Pursuant to the Employment Agreement, Mr. Sculley will be paid
a salary of $300,000. The salary will increase to $310,000, per annum,
after six months and to $320,000 per annum at the end of the first year.
If Mr. Sculley voluntarily terminates his employment with the Company,
other than for Good Reason as defined in the Employment Agreement, he shall
cease to accrue salary, personal time off, benefits and other compensation on
the date of voluntary termination. The Company may terminate Mr. Sculley’s
employment with or without cause. If the Company terminates without cause,
Mr. Sculley will be entitled to, at the Company’s sole discretion, either (i)
monthly salary payments for twelve (12) months, based on his monthly rate of
base salary at the date of such termination, or (ii) a lump-sum payment of his
salary for such 12 month period, based on his monthly rate of base salary at the
date of such termination. Mr. Sculley shall also be entitled to receive (i)
payment for accrued and unpaid vacation pay and (ii) all bonuses that have
accrued during the term of the Employment Agreement, but not been
paid.
From
2004 to 2008 Mr. Sculley served as the General Manager of Kodak’s OLED Systems
Business Unit and Vice President of Kodak’s Display Business, where he forged a
number of alliances with flat panel display manufacturers. From 2001 to 2004, he
was the CFO of Kodak’s Display Business. From 2003 to 2006, he served on the
Board of Directors of SK Display, a joint venture between Sanyo and Kodak to
manufacture active matrix OLED displays. SK Display was the first company to
commercialize an active matrix display for a mobile device. From 1996 to 2001
Mr. Sculley served on as the Manager of Operations, CFO and member of the Board
of Directors of Kodak Japan Ltd., where he managed Distribution, Information
Technologies, Legal, Purchasing and Finance. Previously, he held positions in
strategic planning and finance in Eastman Kodak Company. Mr. Sculley holds
an MBA from Carnegie-Mellon University and an MS in physics from Cornell
University. He attended Harvard University’s International Senior Management
Program while an executive at Kodak.
The
foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Employment
Agreement which is attached as an exhibit to this Amendment.
As
previously reported, on June 1, 2008, Adm. Thomas Paulsen resigned from his
position as Interim Chief Executive Officer of the Company. Admiral
Paulsen will continue to serve as the Company’s Chairman of the
Board.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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Executive
Employment Agreement, dated as of May 13, 2008, by and between the Company
and Andrew Sculley, Jr.
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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:
August 18, 2008
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By:
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/s/ Paul
Campbell
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Name: Paul
Campbell
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Title:
Interim Chief Financial Officer
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Exhibit
List
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Exhibit
Number
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Description
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10.1
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Executive
Employment Agreement, dated as of May 13, 2008, by and between the Company
and Andrew Sculley, Jr.
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4