þ
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the fiscal year ended December 31, 2007
|
|
or
|
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Delaware
|
56-1764501
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
●
|
Results
of Operations – Year Ended December 31, 2007 Compared to December 31, 2006
– Cost of Goods Sold
|
●
|
Liquidity and Capital Resources |
●
|
Notes to the Consolidated Financial Statements – Note 8: Debt and Note 9: Income Taxes |
Page
|
||
PART
I
|
||
Item
1
|
Business
|
5
|
Item
1A
|
Risk
Factors
|
17
|
Item
1B
|
Unresolved
Staff
Comments
|
22
|
Item
2
|
Properties
|
22
|
Item
3
|
Legal
Proceedings
|
22
|
Item
4
|
Submission
of Matters to a Vote of Security Holders
|
22
|
PART
II
|
||
Item
5
|
Market
for Registrant’s Common Equity, Related Shareholder Matters and Issuer
Purchases of Equity Securities
|
23
|
Item
6
|
Selected
Financial
Data
|
25
|
Item
7
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
26
|
Item
7A
|
Quantitative
and Qualitative Disclosures About Market Risk
|
31
|
Item
8
|
Financial
Statements and Supplementary Data
|
32
|
Item
9
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
60
|
Item
9A
|
Controls
and
Procedures
|
60
|
Item
9B
|
Other
Information
|
61
|
PART
III
|
||
Item
10
|
Directors,
Executive Officers, and Corporate Governance
|
62
|
Item
11
|
Executive
Compensation
|
65
|
Item
12
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
74
|
Item
13
|
Certain
Relationships and Related
Transactions
|
76
|
Item
14
|
Principal
Accountant Fees and
Services
|
77
|
PART
IV
|
||
Item
15
|
Exhibits
and Financial Statement
Schedules
|
77
|
Signatures
|
78
|
|
·
|
the
user does not need to accurately position the head-wearable display to the
eye;
|
·
|
the
image will change minimally with eye movement and appear more natural;
and
|
·
|
the
display can be placed further from the eye and not cut off part of the
image.
|
·
|
Entertainment
and gaming video headset systems, which permit individuals to view
television, including HDTV, video CDs, DVDs and video games on virtual
large screens or stereovision in private without disturbing others. We
believe that these new headset game systems can provide a game or
telepresence experience not otherwise practical using conventional direct
view display technology. The advent of video iPods and the rapidly
increasing amount of downloadable content have accelerated the movement
toward portable video technology. At the same time, the desire for larger
screen sizes while retaining the iPod portability has been referenced in
many publications. Virtual imaging uniquely provides a large, high
resolution view in a small portable package, and we believe that our OLED
on silicon technology is a best fit to help open this
market.
|
·
|
Notebook
computers, which can use head-wearable devices to reduce power
requirements as well as expand the apparent screen size and increase
privacy. Current notebook computers do not use microdisplays. Our products
can apply not only to new models of notebook computers, but also as
aftermarket attachments to older notebooks still in use. The display can
be easily used as a second monitor on notebook computers for ease of
editing multiple documents to provide multiple screens or for data privacy
while traveling. It can also be used to provide larger screen capability
for viewing spreadsheets or complex computer aided design (CAD) files. We
expect to market our head-wearable displays to be used as plug-in
peripherals to be compatible with most notebook computers. We believe that
the SVGA-3D microdisplay is well suited for most portable PC headsets. Our
microdisplays can be operated using the USB power source of most portable
computers. This eliminates added power supplies, batteries, and rechargers
and reduces system complexity and
cost.
|
·
|
Handheld
personal computers, whose small, direct view screens are often
limitations, but which are now capable of running software applications
that would benefit from a larger display. Microdisplays can be built into
handheld computers to display more information content on virtual screens
without forfeiting portability or adding the cost a larger direct view
screen. Microdisplays are not currently used in this market. We believe
that GPS viewers and other novel products are likely to develop as our
displays become more available.
|
·
|
Leverage
our superior technology to establish a leading market position. As the
first to exploit OLED-on-silicon microdisplays, we believe that we enjoy a
significant advantage in bringing this technology to
market.
|
·
|
Optimize
manufacturing efficiencies by outsourcing while protecting proprietary
processes. We outsource certain portions of microdisplay production, such
as chip fabrication, to minimize both our costs and time to market. We
intend to retain the OLED application and OLED sealing processes in-house.
We believe that these areas are where we have a core competency and
manufacturing expertise. We also believe that by keeping these processes
under tight control we can better protect our proprietary technology and
process know-how. This strategy will also enhance our ability to continue
to optimize and customize processes and devices to meet customer needs. By
performing the processes in-house we can continue to directly make
improvements in the processes, which will improve device performance. We
also retain the ability to customize certain aspects such as color
balance, which is known as chromaticity, as well as specialized boards or
interfaces, and to adjust other parameters at the customer's request. In
the area of lenses and head-wearable displays, we intend to focus on
design and development, while working with third parties for the
manufacture and distribution of finished products. We intend to prototype
new optical systems, provide customization of optical systems, and
manufacture limited volumes, but we intend to outsource high volume
manufacturing operations. There are numerous companies that provide these
outsource services.
|
·
|
Build
and maintain strong internal design capabilities. As more circuitry is
added to OLED-on-silicon devices, the cost of the end product using the
display can be decreased; therefore integrated circuit design capability
will become increasingly important to us. To meet these requirements, we
utilize in-house design capabilities supplemented by outsourced design
services. Building and maintaining this capacity will allow us to reduce
engineering costs, accelerate the design process and enhance design
accuracy to respond to our customers' needs as new markets develop. In
addition, we intend to maintain a product design staff capable of rapidly
developing prototype products for our customers and strategic partners.
Contracting third party design support to meet demand and for
specialized design skills will also remain a part of our overall long term
strategy.
|
·
|
Low
manufacturing cost;
|
·
|
Low
cost system solutions;
|
·
|
Wide
angle light emission resulting in large apparent screen
size;
|
·
|
Low
power consumption for improved battery life and longer system
life;
|
·
|
High
brightness for improved viewing;
|
·
|
High-speed
performance resulting in clear video
images;
|
·
|
Wide
operating temperature range; and
|
·
|
Good
environmental stability (vibration and
humidity).
|
·
|
Can
be very low cost, with minimal assembly. A one piece, molded plastic optic
attached to the microdisplay has been introduced and may potentially serve
consumer end-product markets. Since our process is plastic molding, our
per unit production costs are low;
|
·
|
Allows
a compact and lightweight lens system that can greatly magnify a
microdisplay to produce a large field of view. For example, our WF05 prism
lens, in combination with our SVGA OLED microdisplay, provides a virtual
view equivalent to that of a 105-inch diagonal display viewed at 12
feet;
|
·
|
Can
use single-piece molded microdisplay lenses to permit high light
throughput making the display image brighter or permitting the use of less
power for an acceptable brightness;
|
·
|
Can
be designed to provide focusing to enable users with various eyesight
qualities to view images clearly;
and
|
·
|
Can
optionally provide focal plane adjustment for simultaneous focusing of
computer images and real world objects. For example, this characteristic
is beneficial for word processing or spreadsheet applications where a
person is typing data in from reference material. This feature can make it
easier for people with moderately poor accommodation to use a
head-wearable display as a portable computer-viewing
accessory.
|
·
|
OLED
Materials, Structures, and Processes;
|
·
|
Display Color Processing and Sealing; |
·
|
Active Matrix Circuit Methodologies and Designs; |
·
|
Field Emission and General Display Technologies; |
·
|
Lenses and Tracking (Eye and Head); |
·
|
Ergonomics and Industrial Design; and |
·
|
Wearable Computer Interface Methodology |
·
|
our
success in designing, manufacturing and delivering expected new products,
including those implementing new technologies on a timely
basis;
|
·
|
our
ability to address the needs of our customers and the quality of our
customer services;
|
·
|
the
quality, performance, reliability, features, ease of use and pricing of
our products;
|
·
|
successful
expansion of our manufacturing
capabilities;
|
·
|
our
efficiency of production, and ability to manufacture and ship products on
time;
|
·
|
the
rate at which original equipment manufacturing customers incorporate our
product solutions into their own
products;
|
·
|
the
market acceptance of our customers' products;
and
|
·
|
product
or technology introductions by our
competitors.
|
2006
|
2007
|
|||||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
First
quarter
|
$
|
7.10
|
$
|
4.60
|
$
|
1.08
|
$
|
0.26
|
||||||||
Second
quarter
|
$
|
5.70
|
$
|
2.50
|
$
|
0.85
|
$
|
0.42
|
||||||||
Third
quarter
|
$
|
3.80
|
$
|
1.80
|
$
|
1.64
|
$
|
0.65
|
||||||||
Fourth
quarter
|
$
|
2.50
|
$
|
1.01
|
$
|
1.75
|
$
|
0.85
|
·
|
The
due date for the outstanding Notes (totaling after conversions an
aggregate of $6,020,000) has been extended to December 21,
2008;
|
·
|
The
Amended Notes are convertible into (i) 8,407,612 shares of the Company’s
common stock. The conversion price for $5,770,000 of principal was revised
from $2.60 to $0.75 per share. The conversion price of $0.35 per share for
$250,000 of principal was
unchanged;
|
·
|
$3,010,000
of the Notes can convert into (ii) 3,010 shares of the Company’s newly
formed Series A Convertible Preferred Stock (the “Preferred”) at a
conversion price of $1,000 per share. The Preferred is convertible into
common stock at the same price allowable by the Amended Notes,
subject to adjustment as provided for in the Certificate of
Designations;
|
·
|
The
Amended Notes adjust the exercise price from $3.60 to $1.03 per share for
1,553,468 Warrants and require the issuance of 3,831,859 Warrants
exercisable at $1.03 per share pursuant to which the holders may acquire
common stock, until July 21, 2011;
and
|
·
|
As
of July 23, 2007 the interest rate was raised from 6% to
8%.
|
For
the Year Ended December 31,
|
||||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||||
(In
thousands, except per share data)
|
||||||||||||||||||||||
Revenue
|
$
|
17,554
|
$
|
8,169
|
$
|
3,745
|
$
|
3,593
|
$
|
2,578
|
||||||||||||
Cost
of goods sold
|
12,628
|
11,359
|
10,219
|
5,141
|
||||||||||||||||||
Gross
profit (loss)
|
4,926
|
(3,190
|
)
|
(6,474
|
)
|
(2,373
|
)
|
(2,563
|
)
|
|||||||||||||
Operating
expenses:
|
||||||||||||||||||||||
Research
and development
|
2,949
|
4,406
|
4,020
|
898
|
19
|
|||||||||||||||||
Selling,
general and administrative
|
6,591
|
8,860
|
6,316
|
4,428
|
5,712
|
|||||||||||||||||
Total
operating expenses
|
9,540
|
13,266
|
10,336
|
5,326
|
5,731
|
|||||||||||||||||
Loss
from operations
|
(4,614
|
)
|
(16,456
|
)
|
(16,810
|
)
|
(7,699
|
)
|
(8,294
|
)
|
||||||||||||
Other
(expense) income, net
|
(13,874
|
)
|
1,190
|
282
|
(5,012
|
)
|
3,571
|
|||||||||||||||
Net
loss
|
$
|
(18,488
|
)
|
$
|
(15,266
|
)
|
$
|
(16,528
|
)
|
$
|
(12,711
|
)
|
$
|
(4,723
|
)
|
|||||||
Basic
and diluted loss per share
|
$
|
(1.59
|
)
|
$
|
(1.52
|
)
|
$
|
(1.94
|
)
|
$
|
(1.98
|
)
|
$
|
(1.31
|
)
|
|||||||
Shares
used in calculation of loss per share:
|
||||||||||||||||||||||
Basic
and diluted
|
11,633
|
10,058
|
8,541
|
6,428
|
3,599
|
December
31,
|
||||||||||||||||||||
2007
(restated)
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
Cash
and cash equivalents
|
$
|
713
|
$
|
1,415
|
$
|
6,727
|
$
|
13,457
|
$
|
1,054
|
||||||||||
Working
capital (deficit)
|
$
|
(4,708
|
)
|
$
|
(305
|
)
|
$
|
8,868
|
$
|
14,925
|
$
|
106
|
||||||||
Total
assets
|
$
|
6,648
|
$
|
7,005
|
$
|
14,142
|
$
|
18,436
|
$
|
3,749
|
||||||||||
Long-term
obligations
|
$
|
60
|
$
|
2,229
|
$
|
56
|
$
|
22
|
$
|
6,161
|
||||||||||
Total
Shareholders’ (capital deficit) equity
|
$
|
(4,170
|
)
|
$
|
(1,164
|
)
|
$
|
10,401
|
$
|
16,447
|
$
|
(4,767
|
)
|
As
a Percentage of Total Revenue
Year
Ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Consolidated
Statements of Operations Data:
|
||||||||||||
Revenue
|
100
|
%
|
100
|
%
|
100
|
%
|
||||||
Cost
of goods
sold
|
72
|
139
|
273
|
|||||||||
Gross
profit (loss)
|
28
|
(39
|
)
|
(173
|
)
|
|||||||
Operating
expenses:
|
||||||||||||
Research
and development
|
17
|
54
|
107
|
|||||||||
Selling,
general and administrative
|
38
|
109
|
169
|
|||||||||
operating
expenses
|
55
|
163
|
276
|
|||||||||
Loss
from operations
|
(27
|
)
|
(202
|
)
|
(449
|
)
|
||||||
Other
(expense) income
|
(78
|
)
|
15
|
8
|
||||||||
Net
loss
|
(105
|
)%
|
(187
|
)%
|
(441
|
)%
|
Payments
due by period
|
||||||||||||||||
Total
|
1
Year
|
2-3
Years
|
4-5
Years
|
|||||||||||||
Operating
lease obligations
|
$
|
1,982
|
$
|
1,444
|
$
|
538
|
$
|
—
|
||||||||
Purchase
obligations (a)
|
1,647
|
1,647
|
—
|
—
|
||||||||||||
Other
long-term liabilities (b)
|
7,119
|
6,597
|
272
|
250
|
||||||||||||
Total
|
$
|
10,748
|
$
|
9,688
|
$
|
810
|
$
|
250
|
(a)
The majority of purchase orders outstanding contain no cancellation fees
except for minor re-stocking fees.
|
(b)
This amount represents the obligation for Notes and estimated interest,
royalty payments, capitalized software and the New York Urban Development
settlement.
|
Page
|
||||
Report
of Independent Registered Public Accounting Firm
|
33 | |||
Consolidated
Balance Sheets as of December 31, 2007 (restated) and
2006
|
34 | |||
Consolidated
Statements of Operations for the years ended December 31, 2007, 2006, and
2005
|
35 | |||
Consolidated
Statements of Changes in Shareholders’ Equity (Capital Deficit) for the
years ended December 31, 2007 (restated), 2006, and
2005
|
36 | |||
Consolidated
Statements of Cash Flows for the years ended December 31, 2007
(restated) , 2006, and 2005
|
37 | |||
Notes
to the Consolidated Financial Statements
|
38 |
December
31,
|
||||||||
2007
(Restated
- See Note 10)
|
2006
|
|||||||
(In
thousands, except
|
||||||||
share
and per share amounts)
|
||||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$
|
713
|
$
|
1,415
|
||||
Investments
– held to maturity
|
94
|
171
|
||||||
Accounts
receivable, net
|
2,383
|
908
|
||||||
Inventory
|
1,815
|
2,485
|
||||||
Prepaid
expenses and other current assets
|
850
|
656
|
||||||
Total
current assets
|
5,855
|
5,635
|
||||||
Equipment,
furniture and leasehold improvements, net
|
292
|
666
|
||||||
Intangible
assets, net
|
51
|
55
|
||||||
Other
assets
|
232
|
233
|
||||||
Deferred
financing costs, net
|
218
|
416
|
||||||
Total assets
|
$
|
6,648
|
$
|
7,005
|
||||
LIABILITIES
AND CAPITAL DEFICIT
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$
|
620
|
$
|
1,192
|
||||
Accrued
compensation
|
891
|
959
|
||||||
Other
accrued expenses
|
729
|
749
|
||||||
Advance
payments
|
35
|
444
|
||||||
Deferred
revenue
|
179
|
126
|
||||||
Current
portion of debt
|
7,089
|
1,223
|
||||||
Derivative
liability - warrants
|
—
|
1,195
|
||||||
Other
current liabilities
|
1,020
|
52
|
||||||
Total current
liabilities
|
10,563
|
5,940
|
||||||
Long-term
debt
|
60
|
2,229
|
||||||
Total liabilities
|
10,623
|
8,169
|
||||||
Commitments
and contingencies
|
||||||||
Redeemable
common stock: 162,500 shares redeemable at December 31,
2007
|
195
|
—
|
||||||
Capital
deficit:
|
||||||||
Preferred
stock, $.001 par value: authorized 10,000,000 shares; no shares issued and
outstanding
|
—
|
—
|
||||||
Series
A Senior Secured Convertible Preferred stock, stated value $1,000 per
share, $.001 par value: 3,198 shares designated and none
issued
|
—
|
—
|
||||||
Common
stock, $.001 par value: authorized 200,000,000 shares, issued and
outstanding, 12,458,400 shares in 2007 and 10,341,029 shares in
2006
|
12
|
10
|
||||||
Additional
paid in capital
|
195,131
|
179,651
|
||||||
Accumulated
deficit
|
(199,313
|
)
|
(180,825
|
)
|
||||
Total capital
deficit
|
(4,170
|
)
|
( 1,164
|
)
|
||||
Total liabilities
and capital deficit
|
$
|
6,648
|
$
|
7,005
|
For
the Year Ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
(In
thousands, except per share data)
|
||||||||||||
Revenue:
|
||||||||||||
Product
revenue
|
$
|
16,169
|
$
|
7,983
|
$
|
3,709
|
||||||
Contract
revenue
|
1,385
|
186
|
36
|
|||||||||
Total
revenue, net
|
17,554
|
8,169
|
3,745
|
|||||||||
Cost
of goods sold
|
12,628
|
11,359
|
10,219
|
|||||||||
Gross
profit (loss)
|
4,926
|
(3,190
|
)
|
(6,474
|
)
|
|||||||
Operating
expenses:
|
||||||||||||
Research
and development
|
2,949
|
4,406
|
4,020
|
|||||||||
Selling,
general and administrative
|
6,591
|
8,860
|
6,316
|
|||||||||
Total
operating expenses
|
9,540
|
13,266
|
10,336
|
|||||||||
Loss
from operations
|
(4,614
|
)
|
(16,456
|
)
|
(16,810
|
)
|
||||||
Other
income (expense):
|
||||||||||||
Interest
expense
|
(3,087
|
)
|
(1,306
|
)
|
(4
|
)
|
||||||
Loss
on extinguishment of debt
|
(10,749
|
)
|
—
|
—
|
||||||||
(Loss)
gain on warrant derivative liability
|
(853
|
)
|
2,405
|
—
|
||||||||
Other
income, net
|
815
|
91
|
286
|
|||||||||
Total
other (expense) income, net
|
(13,874
|
)
|
1,190
|
282
|
||||||||
Net
loss
|
$
|
(18,488
|
)
|
$
|
(15,266
|
)
|
$
|
(16,528
|
)
|
|||
Loss
per share, basic and diluted
|
$
|
(1.59
|
)
|
$
|
(1.52
|
)
|
$
|
(1.94
|
)
|
|||
Weighted
average number of shares outstanding:
|
||||||||||||
Basic
and diluted
|
11,633
|
10,058
|
8,541
|
Total
|
||||||||||||||||||||
Common
Stock
|
Additional
|
Accumulated
|
Shareholders’
Equity
|
|||||||||||||||||
Shares
|
Amount
|
Paid
–in Capital
|
Deficit
|
(Capital
Deficit)
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Balance,
December 31, 2004
|
7,964
|
$
|
8
|
$
|
165,471
|
$
|
(149,031
|
)
|
$
|
16,448
|
||||||||||
Sale
of common stock, net of issuance costs
|
1,662
|
2
|
8,398
|
—
|
8,400
|
|||||||||||||||
Stock
options exercised
|
11
|
—
|
37
|
—
|
37
|
|||||||||||||||
Exercise
of common stock warrants
|
306
|
—
|
1,584
|
—
|
1,584
|
|||||||||||||||
Issuance
of common stock for services
|
54
|
—
|
461
|
—
|
460
|
|||||||||||||||
Net
loss
|
—
|
—
|
—
|
(16,528
|
)
|
(16,528
|
)
|
|||||||||||||
Balance,
December 31, 2005
|
9,997
|
$
|
10
|
$
|
175,950
|
$
|
(165,559
|
)
|
$
|
10,401
|
||||||||||
Debt
to equity conversion
|
85
|
—
|
220
|
—
|
220
|
|||||||||||||||
Issuance
of common stock for services
|
254
|
—
|
580
|
—
|
580
|
|||||||||||||||
Stock-based
compensation
|
—
|
—
|
2,891
|
—
|
2,891
|
|||||||||||||||
Stock
options exercised
|
5
|
—
|
10
|
—
|
10
|
|||||||||||||||
Net
loss
|
—
|
—
|
—
|
(15,266
|
)
|
(15,266
|
)
|
|||||||||||||
Balance,
December 31, 2006
|
10,341
|
$
|
10
|
179,651
|
$
|
(180,825
|
)
|
$
|
(1,164
|
)
|
||||||||||
Debt
to equity conversion
|
797
|
1
|
310
|
—
|
311
|
|||||||||||||||
Issuance
of common stock for services
|
1,310
|
1
|
1,129
|
—
|
1,130
|
|||||||||||||||
Exercise
of common stock warrants
|
10
|
—
|
3
|
—
|
3
|
|||||||||||||||
Stock-based
compensation
|
—
|
—
|
1,652
|
—
|
1,652
|
|||||||||||||||
Expiration
of derivative liability- warrants
|
—
|
—
|
2,653
|
—
|
2,653
|
|||||||||||||||
Beneficial
conversion premium
|
—
|
—
|
5,078
|
—
|
5,078
|
|||||||||||||||
Fair
value of warrants issued
|
—
|
—
|
4,655
|
—
|
4,655
|
|||||||||||||||
Net
loss
|
—
|
—
|
(18,488
|
)
|
(18,488
|
)
|
||||||||||||||
Balance,
December 31, 2007
|
12,458
|
$
|
12
|
$
|
195,131
|
$
|
(199,313
|
)
|
$
|
(
4,170
|
)
|
Year
Ended December 31,
|
||||||||||||
2007
(Restated)
|
2006
|
2005
|
||||||||||
(In
thousands)
|
||||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$
|
(18,488
|
)
|
$
|
(15,266
|
)
|
$
|
(16,528
|
)
|
|||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
Depreciation
and amortization
|
392
|
841
|
908
|
|||||||||
Amortization
of deferred financing fees
|
418
|
221
|
---
|
|||||||||
Reduction
of provision for sales returns and doubtful accounts
|
(79
|
)
|
(39
|
)
|
(284
|
)
|
||||||
Stock
based compensation
|
1,652
|
2,891
|
---
|
|||||||||
Issuance
of common stock for services, net
|
1,130
|
553
|
470
|
|||||||||
Amortization
of discount on notes payable
|
1,925
|
956
|
---
|
|||||||||
Loss
(gain) on warrant derivative liability
|
853
|
(2,405
|
)
|
---
|
||||||||
Loss
on extinguishment of debt
|
10,749
|
---
|
---
|
|||||||||
Loss
on other asset
|
---
|
157
|
---
|
|||||||||
Write-off
of miscellaneous receivable
|
103
|
---
|
---
|
|||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Accounts
receivable
|
(1,390
|
)
|
(42
|
)
|
(2
|
)
|
||||||
Inventory
|
670
|
1,354
|
(1,821
|
)
|
||||||||
Prepaid
expenses and other current assets
|
1 |
|
389
|
(175
|
)
|
|||||||
Advance
payments
|
(409
|
)
|
384
|
(4
|
)
|
|||||||
Deferred
revenue
|
53
|
30
|
96
|
|||||||||
Accounts
payable, accrued compensation, and accrued expenses
|
(381
|
)
|
(566
|
)
|
1,613
|
|||||||
Other
current liabilities
|
858
|
153
|
14
|
|||||||||
Net
cash used in operating activities
|
(1,943
|
)
|
(10,389
|
)
|
(15,713
|
)
|
||||||
Cash
flows from investing activities:
|
||||||||||||
Purchase
of equipment
|
(16
|
)
|
(204
|
)
|
(898
|
)
|
||||||
Proceeds
from maturity of (purchase of) investments – held to
maturity
|
77
|
(51
|
)
|
(120
|
)
|
|||||||
Purchase
of intangibles and other assets
|
---
|
(2
|
)
|
(54
|
)
|
|||||||
Net
cash provided by (used in) investing activities
|
61
|
(257
|
)
|
(1,072
|
)
|
|||||||
Cash
flows from financing activities:
|
||||||||||||
Proceeds
from sale of common stock, net of issuance costs
|
---
|
---
|
8,400
|
|||||||||
Proceeds
from exercise of stock options and warrants
|
3
|
10
|
1,621
|
|||||||||
Proceeds
from long-term debt
|
1,608
|
5,970
|
50
|
|||||||||
Payments
related to deferred financing costs
|
(368
|
)
|
(591
|
)
|
---
|
|||||||
Payments
of long-term debt and capitalized lease obligations
|
(63
|
)
|
(55
|
)
|
(16
|
)
|
||||||
Net
cash provided by financing activities
|
1,180
|
5,334
|
10,055
|
|||||||||
Net
decrease in cash and cash equivalents
|
(702
|
)
|
(5,312
|
)
|
(6,730
|
)
|
||||||
Cash
and cash equivalents, beginning of year
|
1,415
|
6,727
|
13,457
|
|||||||||
Cash
and cash equivalents, end of year
|
$
|
713
|
$
|
1,415
|
$
|
6,727
|
||||||
Cash
paid for interest
|
$
|
426
|
$
|
128
|
$
|
4
|
||||||
Cash
paid for taxes
|
$
|
78
|
$
|
40
|
$
|
15
|
||||||
Supplemental
non-cash transactions:
|
||||||||||||
Conversion
of debt to equity
|
$
|
311
|
$
|
220
|
$
|
---
|
||||||
Issuance of 162,000 shares of common stock for deferred financing costs | $ | 195 | $ | --- | $ | --- | ||||||
During
the year ended December 31, 2007, the Company
|
|
Entered
into an intellectual property agreement with Kodak where Kodak was
assigned the rights to a specific patent and as part of the consideration
waived the royalty payments for the first six months of 2007 and reduced
the royalty payment to 50% for the third and fourth quarters of
2007. $869 thousand was recorded as other income from the gain on the
licensing of intangible assets;
|
|
Entered
into an amended Note Purchase Agreement with investors and issued warrants
that are exercisable at $1.03 per share into approximately 5.4 million
shares of common stock valued at $5.5
million.
|
December
31,
|
||||||||
2007
|
2006
|
|||||||
Trade
receivables
|
$
|
2,741
|
$
|
1,351
|
||||
Less
allowance for doubtful accounts
|
(358
|
)
|
(443
|
)
|
||||
Net
receivables
|
$
|
2,383
|
$
|
908
|
December
31,
|
||||||||
2007
|
2006
|
|||||||
Raw
materials
|
$
|
1,069
|
$
|
1,146
|
||||
Work
in process
|
370
|
558
|
||||||
Finished
goods
|
376
|
781
|
||||||
Total
inventory
|
$
|
1,815
|
$
|
2,485
|
December
31,
|
||||||||
2007
|
2006
|
|||||||
Vendor
prepayments
|
$
|
537
|
$
|
294
|
||||
Other
prepaid expenses*
|
310
|
353
|
||||||
Other
current assets
|
3
|
9
|
||||||
Total
prepaid expenses and other current assets
|
$
|
850
|
$
|
656
|
December
31,
|
||||||||
2007
|
2006
|
|||||||
Computer
hardware and software
|
$
|
1,025
|
$
|
1,017
|
||||
Lab
and factory equipment
|
3,318
|
3,312
|
||||||
Furniture,
fixtures, and office equipment
|
306
|
306
|
||||||
Assets
under capital leases
|
66
|
66
|
||||||
Leasehold
improvements
|
473
|
473
|
||||||
Total
equipment, furniture and leasehold improvements
|
5,188
|
5,174
|
||||||
Less: accumulated
depreciation
|
(4,896
|
)
|
(4,508
|
)
|
||||
Equipment,
furniture and leasehold improvements, net
|
$
|
292
|
$
|
666
|
December
31,
|
||||||||
2007
|
2006
|
|||||||
Current
portion of long-term debt:
|
||||||||
Capitalized
lease obligations
|
$
|
—
|
$
|
6
|
||||
Other
debt
|
44
|
58
|
||||||
Line
of credit
|
1,108
|
—
|
||||||
6%
Senior Secured Convertible Notes
|
—
|
2,880
|
||||||
Less: Unamortized
discount on notes payable
|
—
|
(1,721
|
)
|
|||||
8%
Amended Senior Secured Convertible Notes
|
5,962
|
—
|
||||||
Less: Unamortized
discount on notes payable
|
(25
|
)
|
—
|
|||||
Current
portion of long-term debt, net
|
7,089
|
1,223
|
||||||
Long-term
debt:
|
||||||||
Other
debt
|
60
|
104
|
||||||
6%
Senior Secured Convertible Notes
|
—
|
2,890
|
||||||
Less: Unamortized
discount on notes payable
|
—
|
(765
|
)
|
|||||
Long-term
debt, net
|
60
|
2,229
|
||||||
Total
debt, net
|
$
|
7,149
|
$
|
3,452
|
Years
Ending December 31,
|
||||
2008
|
$
|
7,089
|
||
2009
|
60
|
·
|
The
due dates have been changed from July 23, 2007 and January 21, 2008 to
December 21, 2008;
|
·
|
The
annual interest has been changed from 6% to
8%;
|
·
|
The
Amended Notes are convertible into 8,407,612 shares of the Company’s
common stock. The conversion price for $5.8 million of
principal is at a conversion price of $0.75, originally $2.60 and the
conversion price for $250,000 of principal remains the same at
$0.35;
|
·
|
The
Agreement adjusts the exercise price of the amended Warrants from $3.60 to
$1.03 per share for 1,553,468 shares of common stock and requires the
issuance of warrants for an additional 3,831,859 shares of common stock at
$1.03 per share with an expiration date of July 21,
2011. The warrants are subject to anti-dilution
adjustment rights;
|
·
|
50%
of the Amended Notes can be converted into the Company’s newly designated
Series A Senior Secured Convertible Preferred Stock which is convertible
into common stock at the same rate as the Amended
Notes;
|
·
|
The
liquidated damages of 1% per month will no longer accrue and the deferred
balance at July 23, 2007 is forgiven;
and
|
·
|
There
is no minimum cash or cash equivalents balance
requirement.
|
For
the years ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
U.S.
Federal income tax provision (benefit) at federal statutory
rate
|
(
34
|
)%
|
(34
|
)%
|
(35
|
)%
|
||||||
Change
in valuation allowance
|
18
|
%
|
32
|
%
|
35
|
%
|
||||||
Loss on extinguishment of debt | 20 | % | - | - | ||||||||
Other, net | (4 | )% | 2 | % | - | |||||||
0 | % | 0 | % | 0 | % |
For
the years ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Federal
and state net operating loss carry-forwards
|
$
|
42,266
|
$
|
41,554
|
$
|
37,159
|
||||||
Research
and development carry-forwards
|
1,397
|
—
|
—
|
|||||||||
Other
provision and expenses not currently deductible
|
1,746
|
520
|
216
|
|||||||||
Total
deferred tax assets
|
45,409
|
42,074
|
37,375
|
|||||||||
Less
valuation allowance
|
(45,409
|
)
|
(42,074
|
)
|
(37,375
|
)
|
||||||
Net
deferred tax asset
|
$
|
0
|
$
|
0
|
$
|
0
|
Dividend
yield
|
0%
|
|
Risk
free interest rates
|
5.25%
|
|
Expected volatility
|
122%
|
|
Expected
term (in years)
|
0.4
years
|
Number
of Shares
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining Contractual Life (In Years)
|
Aggregate
Intrinsic Value
|
||||||||
Balances
at December 31, 2004
|
1,355,916
|
$
|
11.40
|
||||||||
Options
granted
|
582,400
|
9.60
|
|||||||||
Options
exercised
|
(11,059
|
)
|
3.40
|
||||||||
Options
cancelled
|
(121,993
|
)
|
13.90
|
||||||||
Balances
at December 31, 2005
|
1,805,264
|
10.90
|
|||||||||
Options
granted
|
185,744
|
4.30
|
|||||||||
Options
exercised
|
(5,000
|
)
|
2.10
|
||||||||
Options
forfeited
|
(453,115
|
)
|
7.47
|
||||||||
Options
cancelled
|
(467,148
|
)
|
11.97
|
||||||||
Balances
at December 31, 2006
|
1,065,745
|
2.94
|
|||||||||
Options
granted
|
228,577
|
1.41
|
|||||||||
Options
exercised
|
—
|
—
|
|||||||||
Options
forfeited
|
(203,943
|
)
|
2.90
|
||||||||
Options
cancelled
|
(196,056
|
)
|
2.67
|
||||||||
Balances
at December 31, 2007
|
894,323
|
$
|
2.62
|
5.36
|
$6,524
|
||||||
Vested
or expected to vest at
December
31, 2007 (1)
|
877,408
|
$
|
2.67
|
5.36
|
$—
|
||||||
Exercisable
at December 31, 2007
|
682,883
|
$
|
2.57
|
5.53
|
$—
|
Options
Outstanding
|
Options
Exercisable
|
|||||||||
Number
Outstanding
|
Weighted
Average Remaining Contractual Life (In Years)
|
Weighted
Average Exercise Price
|
Number
Exercisable
|
Weighted
Average Exercisable Price
|
||||||
$1.00
- $1.51
|
228,577
|
9.60
|
$ 1.41
|
205,277
|
$
1.46
|
|||||
$2.60
- $2.70
|
624,546
|
3.91
|
2.61
|
445,506
|
2.60
|
|||||
$3.50
- $5.80
|
12,000
|
4.68
|
5.61
|
12,000
|
5.61
|
|||||
$6.60
- $22.50
|
29,200
|
3.57
|
10.91
|
20,100
|
11.23
|
|||||
894,323
|
5.36
|
$ 2.62
|
682,883
|
$
2.57
|
For
the years ended
December
31,
|
||||||||
2007
|
2006
|
|||||||
Cost
of revenue
|
$
|
215
|
$
|
343
|
||||
Research
and development
|
357
|
435
|
||||||
Selling,
general and administrative
|
1,080
|
2,113
|
||||||
Total
stock compensation expense
|
$
|
1,652
|
$
|
2,891
|
For
the years ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Dividend
yield
|
0
|
%
|
0
|
%
|
0
|
%
|
||||||
Risk
free interest rates
|
3.28%
- 4.23
|
%
|
4.59%
- 4.82
|
%
|
4.4
|
%
|
||||||
Expected volatility
|
105%
-106
|
%
|
123%
- 126
|
%
|
126
|
%
|
||||||
Expected
term ( in
years)
|
5
years
|
5
years
|
5
years
|
For
the year ended December 31, 2005
|
||||
Net
loss applicable to common stockholders, as reported
|
$
|
(16,528
|
)
|
|
Add: Stock-based
employee compensation expense included in reported net
loss
|
—
|
|||
Deduct:
Stock-based employee compensation expense determined under fair value
method
|
(3,035
|
)
|
||
Pro
forma net loss
|
$
|
(19,563
|
)
|
|
Net
loss per share:
|
||||
Basic
and diluted, as reported
|
$
|
(1.94
|
)
|
|
Basic
and diluted, pro
forma
|
$
|
(2.29
|
)
|
Outstanding
Warrants
|
||||||||
Shares
|
Weighted
Average Exercise Price
|
|||||||
Balances
at December 31, 2004
|
2,161,823
|
$
|
11.40
|
|||||
Warrants
granted
|
997,143
|
10.00
|
||||||
Warrants
exercised
|
(370,820
|
)
|
6.10
|
|||||
Warrants
cancelled
|
(168,421
|
)
|
26.70
|
|||||
Balances
at December 31, 2005
|
2,619,725
|
$
|
10.20
|
|||||
Warrants
granted
|
1,805,037
|
3.49
|
||||||
Warrants
exercised
|
—
|
—
|
||||||
Warrants
expired
|
(876,588
|
)
|
6.90
|
|||||
Balances
at December 31, 2006
|
3,548,174
|
$
|
7.05
|
|||||
Warrants
granted
|
4,831,859
|
0.88
|
||||||
Warrants
exercised
|
(9,524
|
)
|
0.35
|
|||||
Warrants
expired
|
(30,000
|
)
|
4.26
|
|||||
Balances
at December 31, 2007
|
8,340,509
|
$
|
2.65
|
2008
|
$
|
1,444
|
||
2009
|
538
|
|||
$
|
1,982
|
Quarters
Ended
|
||||||||||||||||
March
31, 2007
|
June
30, 2007
|
September
30, 2007
|
December
31, 2007
|
|||||||||||||
Revenues
|
$
|
3,609
|
$
|
4,232
|
$
|
5,071
|
$
|
4,642
|
||||||||
Gross
margin
|
$
|
494
|
$
|
1,286
|
$
|
2,012
|
$
|
1,134
|
||||||||
Net
loss
|
$
|
(2,937
|
)
|
$
|
(1,728
|
)
|
$
|
(12,651
|
)
|
$
|
(1,172
|
)
|
||||
Net
loss per share – basic and diluted
|
$
|
(0.27
|
)
|
$
|
(0.15
|
)
|
$
|
(1.06
|
)
|
$
|
(0.10
|
)
|
||||
Weighted
average number of shares outstanding – basic and diluted
|
10,792
|
11,176
|
11,935
|
12,249
|
||||||||||||
Quarters
Ended
|
||||||||||||||||
March
31, 2006
|
June
30, 2006
|
September
30, 2006
|
December
31, 2006
|
|||||||||||||
Revenues
|
$
|
1,641
|
$
|
1,674
|
$
|
2,292
|
$
|
2,562
|
||||||||
Gross
margin (loss)
|
$
|
(1,388
|
)
|
$
|
(1,291
|
)
|
$
|
(648
|
)
|
$
|
137
|
|||||
Net
loss
|
$
|
(5,160
|
)
|
$
|
(4,838
|
)
|
$
|
(3,769
|
)
|
$
|
(1,499
|
)
|
||||
Net
loss per share – basic and diluted
|
$
|
(0.52
|
)
|
$
|
(0.48
|
)
|
$
|
(0.37
|
)
|
$
|
(0.15
|
)
|
||||
Weighted
average number of shares outstanding – basic and diluted
|
10,004
|
10,011
|
10,077
|
10,196
|
·
|
Hiring
of more qualified and experienced accounting personnel to perform
month-end reviews and closing processes as well as to allow additional
oversight and supervision.
|
·
|
Reassigning
and altering functional responsibilities among new and existing employees
to provide appropriate segregation of duties among functional groups
within the Company.
|
·
|
Updating
of our policies and procedures along with control matrices and
implementing testing procedures to ensure ongoing
compliance.
|
·
|
Establishing
programs to provide ongoing training and professional education and
development plans for accounting department
personnel.
|
·
|
Adding
additional information technology staffing and implementing information
technology policies and procedures to ensure adequate system controls are
in place and compliance testing occurs on a regular
basis.
|
·
|
Restoring
our executive management team with qualified and experienced business
leaders to provide day-to-day management oversight and strategic
direction.
|
Name
|
Age
|
Position
|
|||
Adm.
Thomas Paulsen (Ret.) (2)(3*)
|
71 |
Interim
Chief Executive Officer and President, Chairman of the Board,
Director
|
|||
Michael
D. Fowler
|
64 |
Interim
Chief Financial Officer
|
|||
Susan
K. Jones
|
56 |
Chief
Market and Strategy Officer, Secretary
|
|||
Claude
Charles (1)
|
71 |
Director
|
|||
Paul
Cronson
|
51 |
Director
|
|||
Irwin
Engelman (1*)
|
73 |
Director
|
|||
Dr.
Jacob Goldman (2*)(3)
|
86 |
Director
|
|||
Brig.
Gen. Stephen Seay (Ret.) (1)(3)
|
61 |
Director
|
(1)
|
Audit
Committee
|
(2)
|
Governance
& nominating Committee
|
(3)
|
Compensation
Committee
|
•
|
high
personal and professional ethics and integrity;
|
|
•
|
the
ability to exercise sound judgment;
|
|
•
|
the
ability to make independent analytical inquiries;
|
|
•
|
a
willingness and ability to devote adequate time and resources to
diligently perform Board and committee duties; and
|
|
•
|
the
appropriate and relevant business experience and
acumen
|
•
|
whether
the person possesses specific industry expertise and familiarity with
general issues affecting our business;
|
|
•
|
whether
the person’s nomination and election would enable the Board to have a
member that qualifies as an “audit committee financial expert” as such
term is defined by the Securities and Exchange Commission (the “SEC”) in
Item 401 of Regulation S-K;
|
•
|
whether
the person would qualify as an “independent” director under the listing
standards of the OTC Bulletin
Board;
|
•
|
the
importance of continuity of the existing composition of the Board of
Directors to provide long term stability and experienced oversight;
and
|
•
|
the
importance of diversified Board membership, in terms of both the
individuals involved and their various experiences and areas of
expertise.
|
•
|
Reward
performance that drives substantial increases in shareholder value, as
evidenced through both future operating profits and increased market price
of our common shares; and
|
|
•
|
Attract,
hire and retain well-qualified
executives.
|
SUMMARY
COMPENSATION TABLE
|
|||||||||||
Salary
|
Bonus
|
Stock
Awards
|
Option
awards
|
Non-equity
incentive plan compensation
|
Change
in pension value and non qualified deferred compensation
|
All
Other Compensation
|
Total
|
||||
Name
and principal position
|
Year
|
($)
|
($)
|
($)
|
($),
(a)
|
($)
|
($)
|
($)
|
($)
|
||
K.C. Park,
Interim President and Chief Executive Officer (1)
|
2007
|
313,462
|
-
|
40,000
|
(4)
|
-
|
-
|
-
|
-
|
353,462
|
|
2006
|
200,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||
2005
|
119,923
|
-
|
-
|
141,362
|
-
|
-
|
-
|
141,362
|
|||
Gary
Jones, President and Chief Executive Officer (2)
|
2007
|
102,060
|
-
|
430,000
|
(5)
|
-
|
-
|
-
|
51,638
|
(6)
|
583,698
|
2006
|
368,170
|
-
|
-
|
-
|
-
|
-
|
127,928
|
(7)
|
496,098
|
||
2005
|
320,313
|
-
|
-
|
404,150
|
-
|
-
|
147,420
|
(7)
|
871,883
|
||
John
D. Atherly, Chief Financial Officer (3)
|
2007
|
243,000
|
-
|
-
|
-
|
-
|
-
|
-
|
243,000
|
||
2006
|
242,308
|
-
|
-
|
-
|
-
|
-
|
-
|
242,308
|
|||
2005
|
221,406
|
-
|
-
|
316,240
|
-
|
-
|
-
|
537,646
|
|||
Susan
Jones, Executive Vice President, Chief Marketing and Strategy Officer, and
Secretary
|
2007
|
278,888
|
-
|
-
|
-
|
-
|
-
|
175,184
|
(8)
|
454,072
|
|
2006
|
289,163
|
-
|
-
|
-
|
-
|
-
|
81,379
|
(8)
|
370,542
|
||
2005
|
259,568
|
26,049
|
-
|
316,240
|
-
|
-
|
26,049
|
(8)
|
627,906
|
||
(1)
Dr. Park was appointed Interim President and Chief Executive Officer in
January 2007 and resigned his post in January 2008. Prior to
January 2007, Dr. Park served as Executive Vice President of
International Operations.
|
(2)
Mr. Jones resigned as President and Chief Executive Officer in January
2007.
|
(3)
Mr. Atherly resigned as Chief Financial Officer in January
2008.
|
(4)
This amount represents a retention bonus in the form of a stock grant that
was issued to the named executive officer.
|
(5)
This amount represents a payment in the form of a stock grant pursuant to
Mr. Jones' severance agreement. Previously granted options that
remained unexercised were also forfeited pursuant to the severance
agreement.
|
(6)
This amount represents legal and accounting fee reimbursement for the
benefit of the named executive officer.
|
(7)
This amount represents relocation expense reimbursement for the benefit of
the named executive officer.
|
(8)
This amount represents deferred dollar amount earned in sales incentive
compensation by the named executive
officer.
|
Column
note:
|
(a) The
amounts in this column represent the fair value of option awards to the
named executive officer as computed on the date of the option grants using
the Black-Scholes option-pricing model.
|
OUTSTANDING
EQUITY AWARDS AT YEAR-END
|
Option
awards
|
Stock
awards
|
|||||||||||||||||||||||||||||||
Number
of securities underlying unexercised options (#)
|
Number
of securities underlying unexercised options (#)
|
Equity
incentive plan awards: Number of securities underlying unexercised
options
|
Options
exercise price
|
Option
expiration
|
Number
of shares or units of stock that have not vested
|
Market
value of shares or units of stock that have not vested
|
Equity
incentive plan awards:
Number
of unearned shares other rights that have not vested
|
Equity
incentive plan awards:
Market
or payout value of unearned shares, units or other rights that have not
vested
|
||||||||||||||||||||||||
Name
and principal position
|
Exercisable
|
Unexercisable
|
(#),
(a)
|
($)
|
Date
|
(#)
|
($)
|
(#)
|
($)
|
|||||||||||||||||||||||
K.C. Park,
Interim
|
465 | - | 465 | 2.60 |
July
21, 2008
|
- | - | - | - | |||||||||||||||||||||||
President
and
|
19,500 | - | 19,500 | 2.60 |
May
10, 2009
|
- | - | - | - | |||||||||||||||||||||||
Chief Executive | 3,676 | - | 3,676 | 2.60 |
January
11, 2010
|
- | - | - | - | |||||||||||||||||||||||
Officer (1) | 6,500 | - | 6,500 | 2.60 |
March
17, 2010
|
- | - | - | - | |||||||||||||||||||||||
6,500 | - | 6,500 | 2.60 |
November
30, 2012
|
- | - | - | - | ||||||||||||||||||||||||
6,846 | - | 6,846 | 2.60 |
April
24, 2013
|
- | - | - | - | ||||||||||||||||||||||||
4,108 | - | 4,108 | 2.60 |
August
30, 2013
|
- | - | - | - | ||||||||||||||||||||||||
4,108 | - | 4,108 | 2.60 |
December
1, 2013
|
- | - | - | - | ||||||||||||||||||||||||
John
D. Atherly,
|
24,375 | 8,125 | 32,500 | 2.60 |
June
16, 2011
|
- | - | - | - | |||||||||||||||||||||||
Chief Financial | - | 25,000 | (3) | 25,000 | 2.60 |
June
16, 2011
|
- | - | - | - | ||||||||||||||||||||||
Officer (2) | 16,250 | - | 16,250 | 2.60 |
March
17, 2012
|
- | - | - | - | |||||||||||||||||||||||
11,700 | - | 11,700 | 2.60 |
November
30, 2012
|
- | - | - | - | ||||||||||||||||||||||||
Susan
Jones, and
|
48,750 | - | 48,750 | 2.60 |
May
17, 2009
|
- | - | - | - | |||||||||||||||||||||||
Executive Vice | 16,770 | - | 16,770 | 2.60 |
January
11, 2010
|
- | - | - | - | |||||||||||||||||||||||
President, Chief | 9,685 | - | 9,685 | 2.60 |
January
11, 2010
|
- | - | - | - | |||||||||||||||||||||||
Marketing and | 16,250 | - | 16,250 | 2.60 |
March
17, 2010
|
- | - | - | - | |||||||||||||||||||||||
Strategy Officer, | 11,700 | - | 11,700 | 2.60 |
November
30, 2012
|
- | - | - | - | |||||||||||||||||||||||
Secretary | 11,932 | - | 11,932 | 2.60 |
April
24, 2013
|
- | - | - | - | |||||||||||||||||||||||
7,159 | - | 7,159 | 2.60 |
August
30, 2013
|
- | - | - | - | ||||||||||||||||||||||||
7,159 | - | 7,159 | 2.60 |
December
1, 2013
|
- | - | - | - |
(1)
Dr. Park was appointed Interim President and Chief Executive Officer in
January 2007 and resigned his post in January
2008.
|
|
On
November 3, 2006, a reverse stock split, ratio of 1-for-10, became
effective. All stock options presented reflect the stock
split.
|
Name
|
Voluntary
Resignation w/o Good Reason
|
Voluntary
Resignation for Good Reason
|
Involuntary
Termination without Cause
|
Involuntary
Termination with Cause
|
Involuntary
Termination with a Change in Control
|
|||||||||||||||
Susan
Jones
|
||||||||||||||||||||
Cash
severance
|
$
|
—
|
$
|
566,860
|
(1)
|
$
|
566,860
|
(1)
|
$
|
—
|
$
|
566,860
|
(1)
|
|||||||
Post-termination
health and welfare
|
$
|
—
|
$
|
—
|
$
|
11,988
|
(2)
|
$
|
—
|
$
|
—
|
|||||||||
Vesting
of stock options
|
$
|
—
|
$
|
—
|
(3)
|
$
|
—
|
$
|
—
|
$
|
—
|
(3)
|
DIRECTOR
COMPENSATION
|
||||||||
Name
|
Fees
earned or paid in cash($)
|
Stock
awards
($)
|
Option
awards($)
|
Non-equity
incentive plan compensation($)
|
Change
in pension value and nonqualified deferred compensation
earnings($)
|
All
other compensation
($)
|
Total($)
|
|
Claude
Charles
|
8,000
|
-
|
42,932
|
-
|
-
|
-
|
50,932
|
|
Paul
Cronson
|
8,000
|
-
|
40,228
|
-
|
-
|
-
|
48,228
|
|
Irwin
Engelman
|
8,000
|
-
|
33,924
|
-
|
-
|
-
|
41,924
|
|
Jack
Goldman
|
8,000
|
-
|
42,139
|
-
|
-
|
-
|
50,139
|
|
Thomas
Paulsen
|
66,672
|
-
|
41,184
|
-
|
-
|
-
|
107,856
|
|
Stephen
Seay
|
8,000
|
-
|
32,586
|
-
|
-
|
-
|
40,586
|
OUTSTANDING
EQUITY AWARDS AT YEAR-END
|
|||||||||||||||||||||||||||||||||
Option
awards
|
Stock
awards
|
||||||||||||||||||||||||||||||||
Number
of securities underlying unexercised options (#)
|
Number
of securities underlying unexercised options (#)
|
Equity
incentive plan awards: Number of securities underlying unexercised
options
|
Options
exercise price
|
Option
expiration
|
Number
of shares or units of stock that have not vested
|
Market
value of shares or units of stock that have not vested
|
Equity
incentive plan awards:
Number
of unearned shares other rights that have not vested
|
Equity
incentive plan awards:
Market
or payout value of unearned shares, units or other rights that have not
vested
|
|||||||||||||||||||||||||
Name
and principal position
|
Exercisable
|
Unexercisable
|
(#),
(a)
|
($)
|
Date
|
(#)
|
($)
|
(#)
|
($)
|
||||||||||||||||||||||||
Claude
Charles
|
1,000 | - | 1,000 | 3.50 |
January
2, 2010
|
- | - | - | - | ||||||||||||||||||||||||
975 | - | 975 | 2.60 |
July
2, 2010
|
- | - | - | - | |||||||||||||||||||||||||
650 | - | 650 | 2.60 |
September
2, 2010
|
- | - | - | - | |||||||||||||||||||||||||
3,250 | - | 3,250 | 2.60 |
April
5, 2011
|
- | - | - | - | |||||||||||||||||||||||||
1,950 | - | 1,950 | 2.60 |
June
15, 2014
|
- | - | - | - | |||||||||||||||||||||||||
975 | - | 975 | 2.60 |
September
30, 2015
|
- | - | - | - | |||||||||||||||||||||||||
3,900 | - | 3,900 | 2.60 |
December
31, 2015
|
- | - | - | - | |||||||||||||||||||||||||
12,700 | - | 12,700 | 1.51 |
November
23, 2017
|
- | - | - | - | |||||||||||||||||||||||||
25,000 | - | 25,000 | 1.44 |
December
3, 2017
|
- | - | - | - | |||||||||||||||||||||||||
Paul
Cronson
|
4,875 | - | 4,875 | 2.60 |
July
2, 2010
|
- | - | - | - | ||||||||||||||||||||||||
1,625 | - | 1,625 | 2.60 |
June
15, 2014
|
- | - | - | - | |||||||||||||||||||||||||
3,900 | - | 3,900 | 2.60 |
December
31, 2015
|
- | - | - | - | |||||||||||||||||||||||||
10,400 | - | 10,400 | 1.51 |
November
23, 2017
|
- | - | - | - | |||||||||||||||||||||||||
25,000 | - | 25,000 | 1.44 |
December
3, 2017
|
- | - | - | - | |||||||||||||||||||||||||
- | - | ||||||||||||||||||||||||||||||||
Irwin
Engelman
|
3,900 | - | 3,900 | 2.60 |
October
3, 2012
|
- | - | - | - | ||||||||||||||||||||||||
975 | - | 975 | 2.60 |
September
30, 2015
|
- | - | - | - | |||||||||||||||||||||||||
163 | - | 163 | 2.60 |
October
3, 2015
|
- | - | - | - | |||||||||||||||||||||||||
5,038 | - | 5,038 | 1.51 |
November
23, 2017
|
- | - | - | - | |||||||||||||||||||||||||
25,000 | - | 25,000 | 1.44 |
December
3, 2017
|
- | - | - | - | |||||||||||||||||||||||||
Jacob
Goldman
|
650 | - | 650 | 2.60 |
July
2, 2010
|
- | - | - | - | ||||||||||||||||||||||||
3,900 | - | 3,900 | 2.60 |
September
2, 2010
|
- | - | - | - | |||||||||||||||||||||||||
2,113 | - | 2,113 | 2.60 |
June
15, 2014
|
- | - | - | - | |||||||||||||||||||||||||
650 | - | 650 | 2.60 |
September
30, 2015
|
- | - | - | - | |||||||||||||||||||||||||
488 | - | 488 | 2.60 |
October
3, 2015
|
- | - | - | - | |||||||||||||||||||||||||
3,900 | - | 3,900 | 2.60 |
December
31, 2015
|
- | - | - | - | |||||||||||||||||||||||||
12,026 | - | 12,026 | 1.51 |
November
23, 2017
|
- | - | - | - | |||||||||||||||||||||||||
25,000 | - | 25,000 | 1.44 |
December
3, 2017
|
- | - | - | - | |||||||||||||||||||||||||
OUTSTANDING
EQUITY AWARDS AT YEAR-END
|
|||||||||
Option
awards
|
Stock
awards
|
||||||||
Number
of securities underlying unexercised options (#)
|
Number
of securities underlying unexercised options (#)
|
Equity
incentive plan awards: Number of securities underlying
unexercised options
|
Options
exercise price
|
Option
expiration
|
Number
of shares or units of stock that have not vested
|
Market
value of shares or units of stock that have not vested
|
Equity
incentive plan awards:
Number
of unearned shares other rights that have not vested
|
Equity
incentive plan awards:
Market
or payout value of unearned shares, units or other rights that have not
vested
|
|
Name
and principal
position
|
Exercisable
|
Unexercisable
|
(#),
(a)
|
($)
|
Date
|
(#)
|
($)
|
(#)
|
($)
|
Thomas
Paulsen
|
3,900 | 3,900 | 2.60 |
July
30, 2010
|
- | - | - | - | |||||||||||||||||||||||||
1,300 | - | 1,300 | 2.60 |
June
15, 2014
|
- | - | - | - | |||||||||||||||||||||||||
1,625 | - | 1,625 | 2.60 |
September
30, 2015
|
- | - | - | - | |||||||||||||||||||||||||
3,250 | - | 3,250 | 2.60 |
October
3, 2015
|
- | - | - | - | |||||||||||||||||||||||||
813 | - | 813 | 2.60 |
December
31, 2015
|
- | - | - | - | |||||||||||||||||||||||||
11,213 | - | 11,213 | 1.51 |
November
23, 2017
|
- | - | - | - | |||||||||||||||||||||||||
25,000 | - | 25,000 | 1.44 |
December
3, 2017
|
- | - | - | - | |||||||||||||||||||||||||
Stephen
Seay
|
3,900 | - | 3,900 | 2.60 |
February
14, 2016
|
- | - | - | - | ||||||||||||||||||||||||
3,900 | - | 3,900 | 1.51 |
November
23, 2017
|
- | - | - | - | |||||||||||||||||||||||||
25,000 | - | 25,000 | 1.44 |
December
3, 2017
|
- | - | - | - | |||||||||||||||||||||||||
Column
note:
|
|||||||||||
On
November 3, 2006, a reverse stock split, ratio of 1-for-10, became
effective. All stock options presented reflect the stock
split.
|
Plan
|
Number of
securities to be
issued upon exercise
of outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities reflected
in first column
|
|||||||||
Equity
compensation plans approved by security holders
|
487,674
|
$
|
2.14
|
817,215
|
||||||||
Equity
compensation plans not approved by security holders
|
406,649
|
$
|
3.02
|
Name
of Beneficial Owner
|
Common
Stock Beneficially Owned
|
Percentage
of Common Stock
|
||||||
Moriah
Capital L.P. (1)
|
1,162,500 | 3.5 | % | |||||
Stillwater
LLC (2)
|
5,902,171 | 17.6 | % | |||||
Alexandra
Global Master Fund Ltd (3)
|
3,120,455 | 9.3 | % | |||||
Ginola
Limited (4)
|
5,061,384 | 15.1 | % | |||||
Susan
K Jones (5)
|
960,996 | 2.9 | % | |||||
Rainbow
Gate Corporation (6)
|
1,933,796 | 5.8 | % | |||||
Kettle
Hill (7)
|
721,155 | 1.7 | % | |||||
Paul
Cronson (8)
|
539,899 | 1.6 | % | |||||
K.
C. Park (8)
|
52,660 | * | ||||||
Claude
Charles (10)
|
50,400 | * | ||||||
Jack
Goldman (11)
|
48,727 | * | ||||||
Thomas
Paulsen (12)
|
47,101 | * | ||||||
Engelman,
Irwin (13)
|
35,076 | * | ||||||
Seay,
Stephen(14)
|
32,800 | * | ||||||
All
executive officers and directors as a group (consisting of 8
individuals) (15)
|
1,714,999 | 5.1 | % |
eMAGIN
CORPORATION
|
|||
By:
|
/s/ Andrew
G. Sculley
|
||
Andrew
G. Sculley
|
|||
Chief
Executive Officer
|
|||
Signature
|
Title
|
/s/
Andrew G. Sculley
|
President
and Chief Executive Officer, Director
|
Andrew
G. Sculley
|
(Principal
Executive Officer)
|
/s/
Paul Campbell
|
Interim
Chief Financial Officer
|
Paul
Campbell
|
(Principal
Financial and Accounting Officer)
|
/s/
Adm. Thomas Paulsen
|
Chairman
of the Board, Director
|
Adm.
Thomas Paulsen
|
|
/s/
Claude Charles
|
Director
|
Claude
Charles
|
|
/s/
Paul Cronson
|
Director
|
Paul
Cronson
|
|
/s/
Irwin Engelman
|
Director
|
Irwin
Engelman
|
|
|
Director
|
Dr.
Jacob E. Goldman
|
|
/s/
Brig. Gen. Stephen Seay
|
Director
|
Brig.
Gen. Stephen Seay
|
Year
Ended
|
Beginning
Balance
|
Charged
to Expenses
|
Amounts
Written Off
|
Ending
Balance
|
||||||||||||
(In
thousands)
|
||||||||||||||||
December
31, 2007
|
$
|
(443
|
)
|
$
|
—
|
$
|
85
|
$
|
(358
|
)
|
||||||
December
31, 2006
|
$
|
(487
|
)
|
$
|
—
|
$
|
44
|
$
|
(443
|
)
|
||||||
December
31, 2005
|
$
|
(771
|
)
|
$
|
164
|
$
|
120
|
$
|
(487
|
)
|
Exhibit
Number
|
Description
|
|
2.1
|
Agreement
and Plan of Merger between Fashion Dynamics Corp., FED Capital Acquisition
Corporation and FED Corporation dated March 13, 2000 (incorporated by
reference to exhibit 2.1 to the Registrant's Current Report on Form 8-K/A
filed on March 17, 2000).
|
|
3.1
|
Amended
and Restated Articles of Incorporation (incorporated by reference to
exhibit 99.2 to the Registrant's Definitive Proxy Statement filed on June
14, 2001).
|
|
3.2
|
Amended
Articles of Incorporation (incorporated by reference to exhibit A to the
Registrant's Definitive Proxy Statement filed on June 13,
2003).
|
|
3.3
|
Bylaws
of the Registrant (incorporated by reference to exhibit 99.3 to the
Registrant's Definitive Proxy Statement filed on June 14,
2001).
|
|
4.1
|
Form
of Warrant dated as of April 25, 2003 (incorporated by reference to
exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on April
28, 2003).
|
|
4.2
|
Form
of Series A Common Stock Purchase Warrant dated as of January 9, 2004
(incorporated by reference to exhibit 4.1 to the Registrant's Current
Report on Form 8-K filed on January 9, 2004).
|
|
4.3
|
Form
of Series B Common Stock Purchase Warrant dated as of January 9, 2004
(incorporated by reference to exhibit 4.2 to the Registrant’s Current
Report on Form 8-K filed on January 9, 2004).
|
|
4.4
|
Form
of Series C Common Stock Purchase Warrant dated as of January 9, 2004
(incorporated by reference to exhibit 4.3 to the Registrant's Current
Report on Form 8-K filed on January 9, 2004).
|
|
4.5
|
Form
of Series D Warrant (incorporated by reference to exhibit 4.1 to the
Registrant's current report on Form 8-K filed on March 4,
2004).
|
|
4.6
|
Form
of Series E Warrant (incorporated by reference to exhibit 4.2 to the
Registrant's current report on Form 8-K filed on March 4,
2004).
|
|
10.1
|
2000
Stock Option Plan, (incorporated by reference to exhibit 99.1 to the
Registrant's Registration Statement on Form S-8 filed on March 14,
2000).*
|
|
10.2
|
Form
of Agreement for Stock Option Grant pursuant to 2003 Stock Option Plan
(incorporated by reference to exhibit 99.2 to the Registrant's
Registration Statement on Form S-8 filed on March 14,
2000).*
|
|
4.7
|
Form
of Series F Warrant (incorporated by reference to exhibit 4.1 to the
Registrant's current report on Form 8-K filed on October 26,
2004).
|
|
4.8
|
Form
of Common Stock Purchase Warrant dated October 20, 2005, filed October 31,
2005, as filed in the Registrant's Form 8-K incorporated herein by
reference.
|
|
10.3
|
Nonexclusive
Field of Use License Agreement relating to OLED Technology for miniature,
high resolution displays between the Eastman Kodak Company and FED
Corporation dated March 29, 1999 (incorporated by reference to exhibit
10.6 to the Registrant's Annual Report on Form 10-K/A for the year ended
December 31, 2000 filed on April 30, 2001).
|
|
10.4
|
Amendment
Number 1 to the Nonexclusive Field of Use License Agreement relating to
the LED Technology for miniature, high resolution displays between the
Eastman Kodak Company and FED Corporation dated March 16, 2000
(incorporated by reference to exhibit 10.7 to the Registrant's Annual
Report on Form 10-K/A for the year ended December 31, 2000 filed on April
30, 2001).
|
|
10.5
|
Lease
between International Business Machines Corporation and FED Corporation
dated May 28, 1999 (incorporated by reference to exhibit 10.9 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
2000 filed on March 30, 2001).
|
|
10.6
|
Amendment Number 1 to the Lease between International Business
Machines Corporation and FED Corporation dated July 9, 1999
(incorporated by reference to exhibit 10.8 to the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000 filed
on March 30, 2001).
|
10.7
|
Amendment Number 2 to the Lease between International Business
Machines Corporation and
FED Corporation dated January 29, 2001,
(incorporated by reference to exhibit 10.11 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2000 filed on
March 30, 2001)
|
|
10.8
|
Amendment
Number 3 to Lease between International Business Machines Corporation and
FED Corporation dated May 28, 2002.
|
|
10.9
|
Amendment
Number 4 to Lease between International Business Machines Corporation and
FED Corporation dated December 14, 2004.
|
|
10.10
|
Registration
Rights Agreement dated as of April 25, 2003 by and among eMagin and
certain initial investors identified on the signature pages thereto
(incorporated by reference to exhibit 10.3 to the Registrant's Current
Report on Form 8-K filed on April 28, 2003).
|
|
10.11
|
Securities
Purchase Agreement dated as of January 9, 2004 by and among eMagin and the
investors identified on the signature pages thereto (incorporated by
reference to exhibit 10.1 to the Registrant's Current Report on Form 8-K
filed on January 9, 2004).
|
|
10.12
|
Registration
Rights Agreement dated as of January 9, 2004 by and among eMagin and
certain initial investors identified on the signature pages thereto
(incorporated by reference to exhibit 10.2 to the Registrant's Current
Report on Form 8-K filed on January 9, 2004).
|
|
10.13
|
Master
Amendment Agreement dated as of February 17, 2004 by and among eMagin and
the investors identified on the signature pages thereto (incorporated by
reference to exhibit 10.1 to the Registrant's Current Report on Form 8-K
filed on March 4, 2004).
|
|
10.14
|
Registration Rights Agreement dated
as of February 17, 2004 by and among eMagin and certain initial
investors identified on the signature
pages thereto (incorporated by reference
to exhibit 10.2 to the Registrant's
Current Report on Form 8-K filed on March 4, 2004).
|
|
10.15
|
Letter
Agreement amending the Master Amendment Agreement
dated as of March 1, 2004 by
and among eMagin and
the parties to
the Master Amendment
Agreement (incorporated by reference to exhibit 10.3 to the
Registrant's Current Report on Form 8-K filed on March 4,
2004).
|
|
10.16
|
Lease
between International Business Machines Corporation and
FED Corporation dated May 28, 1999, as
filed in the Registrant's Form 10-K/A for the year
ended December 31, 2000 incorporated by reference
herein.
|
|
10.17
|
Amendment Number 2 to the Lease between International Business
Machines Corporation and
FED Corporation dated January 29, 2001,
as filed in the Registrant's Form 10-K/A for the
year ended December 31, 2000 incorporated by reference
herein.
|
|
10.18
|
Secured
Note Purchase Agreement entered into as of November 27, 2001,
by and among eMagin Corporation and
certain investors named therein,
as filed in
the Registrant's Form 8-K dated December 18, 2001
incorporated herein by reference.
|
|
10.19
|
Securities Purchase
Agreement dated as of April 25, 2003 by and among eMagin and the
investors identified on the
signature pages thereto, filed April 28, 2003, as filed in the Registrant's Form 8-K
incorporated herein by reference.
|
|
10.20
|
Registration Rights
Agreement dated as of April 25, 2003 by and among eMagin and certain
initial investors identified on the signature pages
thereto filed April 28, 2003, as filed in
the Registrant's Form 8-K incorporated herein by
reference.
|
|
10.21
|
Securities
Purchase Agreement dated as of January 9, 2004 by and among eMagin and the
investors identified on the
signature pages thereto,
filed January 9, 2004, as filed in the Registrant's Form 8-K
incorporated herein by reference.
|
|
10.22
|
Registration
Rights Agreement dated as of January 9, 2004 by and among eMagin and
certain initial investors identified on the signature pages
thereto. Incorporated herein by reference to our January 9,
2004 Form 8-K.
|
10.23
|
Master
Amendment Agreement dated as of February 17, 2004 by and among
eMagin and the investors identified on the
signature pages thereto,
filed March 4, 2004, as filed in the Registrant's Form 8-K
incorporated herein by reference.
|
|
10.24
|
Registration Rights Agreement dated
as of February 17, 2004 by and among eMagin and certain initial
investors identified on the signature
pages thereto, filed March 4,
2004, as filed in the Registrant's Form
8-K incorporated herein by reference.
|
|
10.25
|
Letter
Agreement amending the Master Amendment Agreement
dated as of March 1, 2004 by
and among eMagin and
the parties to the Master Amendment
Agreement, filed March 4, 2004, as filed in the Registrant's Form 8-K
incorporated herein by reference.
|
|
10.26
|
2004
Non-Employee Compensation Plan, filed July 7, 2004, as filed in the
Registrant’s Form S-8, incorporated herein by
reference.*
|
|
10.27
|
Form
of Letter Agreement by and among eMagin and the holders of the Class A,
Class B and Class C common stock purchase warrants, filed August 9, 2004,
as filed in the Registrant's Form 8-K incorporated herein by
reference.
|
|
10.28
|
Securities
Purchase Agreement dated as of October 21, 2004 by and among eMagin and
the purchasers listed on the signature pages thereto, filed October 26,
2004, as filed in the Registrant's Form 8-K incorporated herein by
reference.
|
|
10.29
|
Placement
Agency Agreement dated as of October 21, 2004 by and among eMagin and W.R.
Hambrecht & Co., LLC, filed October 26, 2004, as filed in the
Registrant's Form 8-K incorporated herein by reference.
|
|
10.30
|
Agreement,
dated as of June 29, 2004, by and between eMagin and Larkspur Capital
Corporation, filed October 26, 2004, as filed in the Registrant's Form 8-K
incorporated herein by reference.
|
|
10.31
|
Amendment
No. 4 to Lease by and between eMagin and International Business Machines
Corporation, filed December 20, 2004, as filed in the Registrant's Form
8-K incorporated herein by reference.
|
|
10.32
|
Sublease
Agreement dated as of July 14, 2005 by and between eMagin and Capgemini
U.S., LLC, filed August 2, 2005, as filed in the Registrant's Form 8-K
incorporated herein by reference.
|
|
10.33
|
Amended
and Restated 2003 Stock Option Plan, filed September 1, 2005, as filed in
the Registrant’s Definitive Proxy Statement, incorporated herein by
reference.*
|
|
10.34
|
Amended
and Restated 2004 Non-Employee Compensation Plan, filed September 1, 2005,
as filed in the Registrant’s Definitive Proxy Statement, incorporated
herein by reference.*
|
|
10.35
|
2005
Employee Stock Purchase Plan, filed September 1, 2005, as filed in the
Registrant’s Definitive Proxy Statement, incorporated herein by
reference.*
|
|
10.36
|
Securities
Purchase Agreement dated as of October 20, 2005, by and among eMagin and
the purchasers listed on the signature pages thereto, filed October 31,
2005, as filed in the Registrant's Form 8-K incorporated herein by
reference.
|
|
10.37
|
Registration
Rights Agreement dated as of October 20, 2005, by and among eMagin and the
purchasers listed on the signature pages thereto, filed October 31, 2005,
as filed in the Registrant's Form 8-K incorporated herein by
reference.
|
10.38
|
Employment
Agreement effective as of January 1, 2006 by and between eMagin and Gary
Jones, filed January 27, 2006, as filed in the Registrant's Form 8-K
incorporated herein by reference.
|
|
10.39
|
Employment
Agreement effective as of January 1, 2006 by and between eMagin and Susan
Jones, filed January 27, 2006, as filed in the Registrant's Form 8-K
incorporated herein by reference.
|
|
10.40
|
Amendment
to Employment Agreement as of April 17, 2006 by and between eMagin and
Gary Jones.
|
|
10.41
|
Amendment
to Employment Agreement as of April 17, 2006 by and between eMagin and
Susan Jones.
|
|
10.42
|
Form
of Note Purchase Agreement dated July 21, 2006, by and among the Company
and the investors named on the signature pages thereto, filed July 25,
2006, as filed in the Registrant's Form 8-K incorporated herein by
reference.
|
|
10.43
|
Form
of 6% Senior Secured Convertible Note Due 2007-2008 of the Company dated
July 21, 2006, filed July 25, 2006, as filed in the Registrant's Form 8-K
incorporated herein by reference.
|
|
10.44
|
Form
of Common Stock Purchase Warrant of the Company dated July 21, 2006, filed
July 25, 2006, as filed in the Registrant's Form 8-K incorporated herein
by reference.
|
|
10.45
|
Pledge
and Security Agreement dated as of July 21, 2006 by and between the
Company and Alexandra Global Master Fund Ltd., as collateral agent, filed
July 25, 2006, as filed in the Registrant's Form 8-K incorporated herein
by reference.
|
|
10.46
|
Patent
and Trademark Security Agreement dated as of July 21, 2006 by and between
the Company and Alexandra Global Master Fund Ltd., as collateral agent,
filed July 25, 2006, as filed in the Registrant's Form 8-K incorporated
herein by reference.
|
|
10.47
|
Lockbox
Agreement dated as of July 21, 2006 by and between the Company and
Alexandra Global Master Fund Ltd., as collateral agent, filed July 25,
2006, as filed in the Registrant's Form 8-K incorporated herein by
reference.
|
|
10.48
|
Form
of Note Purchase Agreement dated July 21, 2006, by and between the Company
and Stillwater LLC, filed July 25, 2006, as filed in the Registrant's Form
8-K incorporated herein by reference.
|
|
10.49*
|
2004
Amended and Restated Non-Employee Compensation Plan, filed September 21,
2006, as filed in the Registrant's Definitive Proxy Statement incorporated
herein by reference.
|
|
10.50
|
Executive
Separation and Consulting Agreement dated as of January 11, 2007 by and
between eMagin Corporation and Gary W. Jones, filed January 19, 2007, as
filed in the Registrant's Form 8-K/A incorporated herein by
reference.
|
|
10.51
|
Letter
Agreement dated as of February 12, 2007 by and between eMagin Corporation
and Dr. K.C. Park, filed February 16, 2007, as filed in the Registrant's
Form 8-K incorporated herein by reference.
|
|
10.52
|
Allonge
to the 6% Senior Secured Convertible Notes Due 2007-2008 of eMagin
Corporation dated as of March 9, 2007, filed March 13, 2007, as filed in
the Registrant's Form 8-K incorporated herein by
reference.
|
|
10.53
|
First
Amendment to Note Purchase Agreement as of March 28, 2007 by and between
eMagin Corporation and Stillwater LLC, as filed in the Registrant's
Form 8-K dated April 25, 2007 incorporated herein by
reference.
|
|
10.54
|
Note
Purchase Agreement as of April 9, 2007 by and between eMagin
Corporation and Stillwater LLC, as filed in the Registrant's Form 8-K
dated April 25, 2007 incorporated herein by reference.
|
|
10.55
|
Note
Purchase Agreement as of April 9, 2007 by and between eMagin
Corporation and Stillwater LLC, as filed in the Registrant's Form 8-K
dated April 25, 2007 incorporated herein by reference.
|
|
10.56
|
Amendment
Agreement, dated as of July 23, 2007, incorporated by reference to the
Company’s Form 8-K as filed on July 25, 2007.
|
|
10.57
|
Form
of Amended and Restated 8% Senior Secured Convertible Note due 2008,
incorporated by reference to the Company’s Form 8-K as filed on July 25,
2007.
|
10.58
|
Form
of Amended and Restated Common Stock Purchase Warrant, incorporated by
reference to the Company’s Form 8-K as filed on July 25,
2007.
|
|
10.59
|
Form
of Amendment No. 1 to Patent and Security Agreement, , filed July 25,
2007, Incorporated by reference to the Company’s Form 8-K as filed on July
25, 2007.
|
|
10.60
|
Form
of Amendment No. 1 to Pledge and Security Agreement, filed July 25, 2007,
Incorporated by reference to the Company’s Form 8-K as filed on July 25,
2007.
|
|
10.61
|
Form
of Lockbox Agreement, filed July 25, 2007, incorporated by reference to
the Company’s Form 8-K as filed on July 25, 2007.
|
|
10.62
|
6%
Senior Secured Convertible Note, dated April 9, 2007, by and between the
Company and Stillwater LLC, incorporated by reference to the Company’s
Form 8-K as filed on April 26, 2007.
|
|
10.63
|
Common
Stock Purchase Warrant, dated April 9, 2007, by and between the Company
and Stillwater LLC, incorporated by reference to the Company’s Form 8-K as
filed on April 26, 2007.
|
|
10.64
|
Employment
Agreement between the Company and Tatum, LLC, dated December 26, 2007,
incorporated by reference to the Company’s Form 8-K as filed on January 3,
2008.
|
|
10.65
|
Form
of Common Stock Purchase Warrant, incorporated by reference to the
Company’s Form 8-K/A as filed on February 8, 2008.
|
|
10.66
|
Amendment
No. 1 to Loan and Security Agreement, dated as of January 30, 2008, to the
Loan and Security Agreement, dated August 7, 2007, incorporated by
reference to the Company’s Form 8-K/A as filed February 8,
2008.
|
|
10.67
|
Warrant
Issuance Agreement, dated January 30, 2008, incorporated by reference to
the Company’s Form 8-K/A as filed February 8, 2008.
|
|
10.68
|
Form
of Amended and Restated Common Stock Purchase Warrant, incorporated by
reference to the Company’s Form 8-K/A as filed on February 8,
2008.
|
|
10.69
|
Form
of Common Stock Purchase Warrant, incorporated by reference to the
Company’s Form 8-K, as filed on March 31, 2008.
|
|
10.70
|
Amendment
No. 2 to Loan and Security Agreement, dated as of March 25, 2008 to the
Loan and Security Agreement, dated August 7, 2007, as amended on January
30, 2008, incorporated by reference to the Company’s Form 8-K, as filed
March 31, 2008.
|
|
10.71
|
Amendment
No. 1 to Warrant Issuance Agreement, dated as of March 25, 2008, as
amended on January 30, 2008, incorporated by reference to the Company’s
Form 8-K, as filed March 31, 2008.
|
|
10.72
|
Form
of Common Stock Purchase Warrant, incorporated by reference to the
Company’s Form 8-K, as filed on April 4, 2008.
|
|
10.73
|
Securities
Purchase Agreement, dated as of April 2, 2008, incorporated by reference
to the Company’s Form 8-K, as filed April 4, 2008.
|
|
10.74
|
Registration
Rights Agreement, dated as of April 2, 2008, incorporated by reference to
the Company’s Form 8-K, as filed April 4, 2008.
|
|
23.1
|
Consent
of Independent Registered Public Accounting Firm.
|
|
31.1
|
Certification by
Chief Executive Officer pursuant to Sarbanes Oxley
Section 302.
|
|
31.2
|
Certification
by Chief Financial Officer pursuant to Sarbanes Oxley Section
302.
|
|
32.1
|
Certification
by Chief Executive Officer pursuant to 18 U.S.C. Section
1350.
|
|
32.2
|
Certification
by Chief Financial Officer pursuant to 18 U.S.C. Section
1350.
|
|
*
Each of the Exhibits noted by an asterisk is a management compensatory
plan or arrangement.
|