-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UAoLYx0fmiAfEUvncSDahYaWF9YZ006AiAv0xBHGV52VelJUmJ/bYnD246RbCEjT UIyFDAT7o8c5+mysvxZUvg== 0001013762-04-000845.txt : 20040809 0001013762-04-000845.hdr.sgml : 20040809 20040809092759 ACCESSION NUMBER: 0001013762-04-000845 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040805 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMAGIN CORP CENTRAL INDEX KEY: 0001046995 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 880378451 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15751 FILM NUMBER: 04959569 BUSINESS ADDRESS: STREET 1: 2070 ROUTE 52 STREET 2: SUITE 2000 CITY: HOPEWELL JUNCTION STATE: NY ZIP: 12533 BUSINESS PHONE: 845 838 7900 MAIL ADDRESS: STREET 1: 2070 ROUTE 52 STREET 2: SUITE 2000 CITY: HOPEWELL JUNCITON STATE: NY ZIP: 12533 FORMER COMPANY: FORMER CONFORMED NAME: FASHION DYNAMICS CORP DATE OF NAME CHANGE: 19980805 8-K 1 aug620048k.txt 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): August 5, 2004 eMagin Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-24757 56-1764501 - ---------------------------- ----------------------- --------------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification Number) - -------------------------------------------------------------------------------- 2070 Route 52, Hopewell Junction, New York 12533 (Address of principal executive offices) (zip code) (845) 838-7900 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. eMagin Corporation ("eMagin" or the "Company") and the certain of the holders of its outstanding Class A, B and C common stock purchase warrants entered into an agreement pursuant to which the Company and the holders of the warrants agreed to the re-pricing and exercise of an aggregate of 500,952, 862,085 and 736,857 currently outstanding Class A, B and C common stock purchase warrants. As a condition to the transaction, the holders of the warrants agreed to limit the right of participation that they were granted pursuant to Section 4.11 of the Securities Purchase Agreement, dated January 9, 2004, under which they originally purchased such securities. Specifically, the Company agreed to lower the exercise price of such warrants from $1.74, $1.74 and/or $1.90, respectively, to $.90 per share, in consideration of the holders agreeing to: (i) limit their right of participation with respect to any proposed financing transaction to the maximum number of shares that AMEX will allow the Investors to purchase in any subsequent financing without the Company being required to seek shareholder approval (provided, however, that in no event will the participation of all investors of the January 2004 financing in any such subsequent financing exceed 35% of such financing); and (ii) immediately exercise the re-priced Class A, B and/or C common stock purchase warrants. As a result of the transaction, the holders have agreed to re-price and exercise, for an aggregate of approximately $1,889,900, an aggregate of 2,099,894 Class A, B and/or C common stock purchase warrants. The Class B common stock purchase warrants were due to expire on August 12, 2004, while the Class A and C common stock purchase warrants remain exercisable until January 9, 2009 and February 12, 2005, respectively. Following the completion of the transaction, the Company continues to have outstanding an aggregate of 1,213,352 and 184,212 Class A and C common stock purchase warrants, respectively. The remaining outstanding unexercised Class A and C common stock purchase warrants continue to be exercisable as per their original terms. - -------------------------------------------------------------------------------- ITEM 7. EXHIBITS. Exhibit Number Description 10.1 Form of Letter Agreement between the Company and the Holders of the Class A, B and C common stock purchase warrants - -------------------------------------------------------------------------------- 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 Dated: August 6, 2004 By: /s/Gary W. Jones ----------------- Name: Gary W. Jones Title: President and Chief Executive Officer EX-10 2 aug620048kex101.txt EXHIBIT 10.1 FORM OF LETTER AGREEMENT BETWEEN THE COMPANY AND THE HOLDERS OF THE CLASS A, B AND C COMMON STOCK PURCHASE WARRANTS EXHIBIT 10.1 eMagin Corporation 2070 ROUTE 52 Hopewell Junction, New York 12533 (845) 838-7948 To the Purchasers of the securities under the Securities Purchase Agreement Dated January 9, 2004 set forth on the attached Distribution List (the "Investors") Gentlemen: As you know, we have made an offer to you regarding the re-pricing and exercise of the currently outstanding Class A, B and C common stock purchase warrants of the eMagin Corporation that you possess in consideration of your agreeing to limit the right of participation that you were granted pursuant to Section 4.11 of the Securities Purchase Agreement, dated January 9, 2004, that was executed in connection with your investment in common stock and common stock purchase warrants of eMagin. Accordingly, by way of this letter, we are hereby requesting that you execute and return this letter in order to formally confirm that in consideration of our agreeing to re-price your choice of any of your outstanding Class A, B and C common stock purchase warrants from $1.74, $1.74 and $1.90, respectively, to $.90 per share, you agree to: (i) limit your right of participation with respect any proposed financing transaction to the maximum number of shares that AMEX will allow the Investors to purchase in any subsequent financing without the Company being required to seek shareholder approval (provided, however, that in no event will the participation of all investors of the January 2004 financing in any such subsequent financing exceed 35% of such financing); and (ii) immediately exercise the re-priced Class A, B and C common stock purchase warrants as per the attached signature page. In consultation with our legal counsel, we have determined that it is appropriate for us to file prospectus supplements disclosing the adjustments to the exercise price of your warrants. As a selling stockholder under the related Registration Statements, you are subject to the prospectus delivery requirements under section 5(b) of the Securities Act of 1933. We will provide to you, as soon as practicable, a copy of the required prospectus supplements necessary for you to discharge your obligations under section 5(b) of the Securities Act of 1933. In addition, we will file a Form 8-K upon completion of this transaction. Please note that this agreement is subject to review by the American Stock Exchange. EMAGIN CORPORATION By:_________________________________ [PURCHASER SIGNATURE PAGES TO EMA LETTER AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Letter Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Agreed and Accepted: Name of Investing Entity: ______________________________________________________ Signature of Authorized Signatory of Investing Entity: ____________________________________________________________________ Name of Authorized Signatory: ____________________________________________________________________ Title of Authorized Signatory: ____________________________________________________________________ Email Address of Authorized Entity:_____________________________________________________________ Address for Notice of Investing Entity: Fax Number:________________ I elect to re-price and exercise the following common stock purchase warrants: Class A common stock purchase warrants:____________________ Class B common stock purchase warrants:____________________ Class C common stock purchase warrants:____________________ By Wire: By Check HSBC eMagin Corporation East Fishkill Office 2070 Route 52 1433 Route 52 Hopewell Junction, NY 12533 Hopewell Junction, NY 12533 Tel (845) 838-7948 eMagin corporation Acct# 085-80567-3 ABA# 021001088 NOTICE OF EXERCISE FOR CLASS A WARRANTS To: eMagin Corporation (1) The undersigned hereby elects to purchase _____________ Warrant Shares of eMagin Corporation pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. (2) Payment shall be in lawful money of the United States (check applicable box): [ ] wire; or [ ] check. (3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below: _______________________________ The Warrant Shares shall be delivered to the following: _______________________________ _______________________________ _______________________________ (4) Accredited Investor/Qualified Institutional Buyer. The undersigned is either: (i) an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended. __________________________________ By:_______________________________ Name: Title: Dated: ___________________________ NOTICE OF EXERCISE FOR CLASS B WARRANTS To: eMagin Corporation (1) The undersigned hereby elects to purchase ______________ Warrant Shares of eMagin Corporation pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. (2) Payment shall be in lawful money of the United States (check applicable box): [ ] wire; or [ ] check. (3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below: _______________________________ The Warrant Shares shall be delivered to the following: _______________________________ _______________________________ _______________________________ (4) Accredited Investor/Qualified Institutional Buyer. The undersigned is either: (i) an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended. __________________________________ By:_______________________________ Name: Title: Dated:____________________________ NOTICE OF EXERCISE FOR CLASS C WARRANTS To: eMagin Corporation (1) The undersigned hereby elects to purchase ________ Warrant Shares of eMagin Corporation pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. (2) Payment shall be in lawful money of the United States (check applicable box): [ ] wire; or [ ] check. (3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below: _______________________________ The Warrant Shares shall be delivered to the following: _______________________________ _______________________________ _______________________________ (4) Accredited Investor/Qualified Institutional Buyer. The undersigned is either: (i) an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended. __________________________________ By:_______________________________ Name: Title: Dated:____________________________ -----END PRIVACY-ENHANCED MESSAGE-----