8-K

                       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):

                                  July 16, 2001

                               eMagin Corporation
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             (Exact name of registrant as specified in its charter)

                                                                             
              Delaware                                 000-24757                              88-0378451
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   (State or Other Jurisdiction of              (Commission File Number)            (I.R.S. Employer Identification
           Incorporation)                                                                       Number)



                2070 Route 52, Hopewell Junction, New York 12533
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               (Address of principal executive offices) (zip code)

                                 (845) 892-1900
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              (Registrant's telephone number, including area code)




ITEM 5.  OTHER EVENTS.

(a)      Reincorporation in Delaware.

         At the annual meeting of stockholders of eMagin Corporation  ("eMagin")
held on July 16, 2001, the stockholders  approved eMagin's  reincorporation as a
Delaware  corporation  (the   "Reincorporation").   The  Reincorporation  became
effective  on July 16, 2001 at 11:59 p.m. by merging (the  "Merger")  eMagin (as
formerly  incorporated in Nevada,  "eMagin-Nevada")  into its currently existing
wholly-owned  subsidiary  incorporated  in the state of Delaware  under the name
"eMagin  Corporation"  ("eMagin-Delaware").   Upon  completion  of  the  Merger,
eMagin-Nevada  ceased  to  exist  as  a  corporate  entity  and  eMagin-Delaware
succeeded to the assets and  liabilities of  eMagin-Nevada  and will continue to
operate  the  business  of  eMagin-Nevada   under  its  current  name,   "eMagin
Corporation".

         As  provided  by  the   Agreement  and  Plan  of  Merger  (the  "Merger
Agreement"),  each outstanding share of eMagin-Nevada  common stock,  $0.001 par
value per share, was automatically  converted into one share of  eMagin-Delaware
common  stock,  $0.001  par  value  per  share,  at the time the  Merger  became
effective.  Each stock certificate representing issued and outstanding shares of
eMagin-Nevada  common stock  continues to represent the same number of shares of
eMagin-Delaware common stock.  eMagin-Nevada common stock was listed for trading
on the Amex and, after the Merger,  eMagin-Delaware common stock continues to be
listed for  trading on the Amex under the same  symbol  ("EMA") as the shares of
eMagin-Nevada  common stock had been traded.  There has been no  interruption in
the  trading  of  eMagin's  common  stock  as a result  of the  Reincorporation.
eMagin's common stock is deemed registered under Section 12(b) of the Securities
Exchange Act of 1934, as amended, by operation of Rule 12g-3 thereunder.

         The Reincorporation resulted in the implementation of a new certificate
of  incorporation  and  by-laws  for  eMagin,  as the  existing  certificate  of
incorporation  and  by-laws  of  eMagin-Delaware  (respectively,  the  "Delaware
Charter"  and  "Delaware   By-Laws")   will  continue  as  the   certificate  of
incorporation and by-laws of eMagin and will replace the articles of association
and by-laws of eMagin-Nevada  as the charter and by-laws of eMagin.  Approval by
stockholders  of  the  Reincorporation   constituted   approval  of  the  Merger
Agreement,  attached  hereto as Exhibit  2.1,  and the  adoption of the Delaware
Charter and the  Delaware  By-Laws,  attached  hereto as  Exhibits  3.1 and 3.2,
respectively, as the charter and by-laws of eMagin, and all provisions thereof.

         No change in the corporate name, board members,  business,  management,
fiscal  year,  assets,  liabilities,  employee  benefit  plans  or  location  of
principal facilities of eMagin occurred as a result of the Reincorporation.

(b)      Election of Directors.

         The  stockholders  re-elected  the  following  six  directors:   Claude
Charles,  president of Great Tangley Corporation;  Gary Jones, president and CEO
of eMagin;  Ajmal Khan,  president and CEO of Verus International Group Limited;
N. Dadomar  (Dan) Reddy,  chairman of the board,  CEO,


and president of Alliance Semiconductor;  Jack Rivkin,  executive vice president
of Citigroup Investments,  Inc.; and Martin L. Solomon, interim co-CEO of Hexcel
Corporation  and past  chairman,  president,  and  chief  executive  officer  of
American Country Holdings, Inc.

         As a result of the  Reincorporation,  the  directors  of  eMagin-Nevada
became  the   directors   of   eMagin-Delaware.   The  Board  of   Directors  of
eMagin-Delaware is divided into three classes serving rotating three year terms.
After giving effect to the  Reincorporation,  the directors of eMagin elected at
the Annual  Meeting  were divided  into three  classes  with each class  serving
rotating   terms  in   compliance   with  the   requirements   set  out  in  the
eMagin-Delaware  Charter. The directors will serve as follows: Gary W. Jones and
Jack  Rivkin  will hold office as  directors  for a term  expiring at the annual
meeting of  stockholders to be held in 2002 (Class A); Ajmal Khan and N. Damodar
Reddy will hold office as directors for a term expiring at the annual meeting of
stockholders  to be held in 2003 (Class B); Claude Charles and Martin L. Solomon
will hold  office as  directors  for a term  expiring  at the annual  meeting of
stockholders to be held in 2004 (Class C).

(c)      Adoption of Amendments to eMagin's 2000 Stock Option Plan.

         The  stockholders  adopted  an  amendment,  approved  by the  Board  of
Directors  of eMagin on May 17,  2001,  to  eMagin's  2000 Stock  Option Plan to
increase the number of shares of common stock available for issuance  thereunder
by 2,000,000 shares from 3,900,000 shares to 5,900,000 shares.

(d)      Adoption of the 2001 Employee Stock Purchase Plan.

         The stockholders adopted the eMagin Corporation Employee Stock Purchase
Plan, which was adopted by the Board of Directors of eMagin on May 18, 2001.

ITEM 7.           EXHIBITS.

                  Exhibit
                  Number   Description

                  2.1      Agreement  and  Plan  of  Merger   (incorporated   by
                           reference to Exhibit  99.1 to the Proxy  Statement of
                           eMagin  Corporation  on Form DEF 14A  filed  with the
                           Securities and Exchange Commission on June 14, 2001).

                  3.1      Amended and Restated  Certificate of Incorporation of
                           eMagin  Corporation  (incorporated  by  reference  to
                           Exhibit  99.2  to  the  Proxy   Statement  of  eMagin
                           Corporation on Form DEF 14A filed with the Securities
                           and Exchange Commission on June 14, 2001).

                  3.2      Amended and  Restated  By-Laws of eMagin  Corporation
                           (incorporated  by  reference  to Exhibit  99.3 to the
                           Proxy Statement

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                           of eMagin  Corporation on Form DEF 14A filed with the
                           Securities and Exchange Commission on June 14, 2001).

                  99.1     Press release dated July 19, 2001.

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                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.



                                           EMAGIN CORPORATION



                                           By:         /s/ Gary W. Jones
                                              ----------------------------------
                                              Name:   Gary W. Jones
                                              Title:  President and Chief
                                                        Executive Officer

Dated: July 20, 2001

EX-99

Exhibit 99.1



eMAGIN ANNOUNCES RESULTS OF ANNUAL MEETING

         Hopewell Junction, NY, July 19 /PRNewswire/ eMagin Corporation
(AMEX:EMA), the leader in Organic Light Emitting Diode (OLED) on silicon display
technology, today announced the results of the Annual Meeting of shareholders,
and reported the highlights of the corporate update given by Gary Jones,
chairman, CEO and president of eMagin. The stockholders re-elected the following
six directors: Claude Charles, president of Great Tangley Corporation; Gary
Jones, president and CEO of eMagin; Ajmal Khan, president and CEO of Verus
International Group Limited; N. Dadomar (Dan) Reddy, chairman of the Board, CEO,
and president of Alliance Semiconductor; Jack Rivkin, executive vice president
of Citigroup Investments, Inc.; and Martin L. Solomon, interim co-CEO of Hexcel
Corporation and past chairman, president, and chief executive officer of
American Country Holdings, Inc. Stockholders also approved the appointment of
Arthur Andersen LLP to audit the company's financial statements and books and
records for the year 2001, reincorporation of the company as a Delaware
corporation, amendment of the company's 2000 Stock Option Plan, and adoption of
the 2001 Employee Stock Purchase Plan.

         In his remarks to shareholders, Gary Jones stated, "Based on cost and
performance, we believe our OLED on silicon technology is the best choice for
near-to-eye microdisplay applications. eMagin's major technical accomplishments
to date include extending display lifetimes, the development of full-color
spectrum white OLEDs, integrated color filters directly on the devices, and
unique integrated circuit designs embedding interface and drive electronics, to
name just a few."

         "The eMagin team has almost limitless energy to create innovations and
to execute its plans," continued Jones. "We intend to pursue, with vigor and
boldness, strategies designed to make eMagin the leading microdisplay company
providing OLED microdisplays and optics. We are focused on providing solutions
that help our customers solve real problems or create new products and markets."

         Earlier this week eMagin announced that it has shipped evaluation
microdisplays to more than 20 potential customers, who are evaluating the unit
for possible inclusion in their products. Some of these have already completed
evaluations, and have placed initial orders for later this year.

         Jones added that the company is in discussions to secure additional
financing to fund the company's growth as it moves into the production stage. He
cited the company's competitive advantages, in addition to its core technology
base, as including the co-location of its manufacturing infrastructure within
IBM, its strategic alliances, and the optics and design expertise at its
subsidiary, Virtual Vision.

About eMagin Corporation


         A leading developer of virtual imaging technology, eMagin Corporation
combines integrated circuits, microdisplays, and optics to create a virtual
image similar to the real image of a computer monitor or large screen TV. These
miniature, high-performance, modules provide access to information-rich text,
data, and video which can facilitate the opening of new mass markets for
wearable personal computers, wireless Internet appliances, portable DVD-viewers,
digital cameras, and other emerging applications. eMagin's intellectual property
portfolio of more than 100 patents issued or filed is leveraged by key OLED
technology licensed from Eastman Kodak and joint development programs with IBM
and Covion, among others. OLEDs are emissive devices (i.e., they create light),
as opposed to liquid crystal displays (LCDs) that require a separate light
source. OLED devices use less power and are capable of high brightness and
color. Because the light they emit appears equally bright from all directions,
they are ideal for near to the eye applications since a small movement in the
eye does not change the image. According to DisplaySearch, a leading market
research firm focusing on the global flat panel display industry, OLED revenues
are predicted to reach $3.1 Billion by 2005. eMagin's corporate headquarters and
microdisplay operations are co-located with IBM on its campus in East Fishkill,
N.Y. Wearable and mobile computer headset/viewer system design and full-custom
microdisplay system facilities are located at its wholly owned subsidiary,
Virtual Vision, Inc., in Redmond, WA. The company has marketing offices in Santa
Clara, CA and Japan. Further information about eMagin and its virtual imaging
solutions can be accessed at www.emagin.com (http://www.emagin.com/)

         Note to editors: eMagin is properly spelled beginning with a lower case
e.

                           Forward Looking Statements

         This release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements relate to future events or our future
financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "expect," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue," the
negative of such terms, or other comparable terminology. These statements are
only predictions. Actual events or results may differ materially from those in
the forward-looking statements as a result of various important factors,
including those described in the Company's most recent filings with the SEC.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, such statements should not be regarded as a
representation by the Company, or any other person, that such forward-looking
statements will be achieved. The business and operations of the Company are
subject to substantial risks which increase the uncertainty inherent in
forward-looking statements. We undertake no duty to update any of the
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of the foregoing, readers are cautioned not to
place undue reliance on such forward-looking statements.

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