8-K

UNITED STATES

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): June 21, 2006

eMagin Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-24757	56-1764501
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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10500 N.E. 8^th Street, Suite 1400, Bellevue, WA 98004

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code (425)-749-3600

Copies to:

Richard A. Friedman, Esq.

Eric A. Pinero, Esq.

Sichenzia Ross Friedman Ference LLP

1065 Avenue of the Americas

New York, New York 10018

Phone: (212) 930-9700

Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On June 21, 2006, eMagin Corporation ("eMagin" or the "Company") issued a press release announcing that it has entered into a Purchase and Supply Agreement with Vision 3 International, Ltd. (“Vision 3”) pursuant to which Vision 3 will be the exclusive distributor of the Company’s Z800 3DVisor’ in South Korea through June 2007 and the Company will also provide a special NTSC video-enabled version of the Z800 3DVisor for Vision 3, which will have exclusive distribution rights for such customized products in South Korea, China, Taiwan, Hong Kong, Singapore, and Malaysia. A copy of the press release is incorporated by reference and filed as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Exhibits.

Exhibit Number	Description
99.1	Press Release of eMagin Corporation dated as of June 21, 2006.

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SIGNATURES

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

	eMagin Corporation
Date: June 21, 2006	By:	/s/ John Atherly
		John Atherly
		Title Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

eMagin and V3i Sign Major Purchase & Distribution Agreement

for 3D OLED Display Products in Asia

Initial Order Exceeds $1 million USD

BELLEVUE, Wash and GYUNGGI, SUNGNAM, Korea -- June 21, 2006 -- eMagin Corporation (AMEX: EMA), a leader in OLED microdisplays and personal display systems, and Vision 3 International (V3i), Ltd., a Korea-based leader in stereo imaging technologies, announce that they have signed a Supply and Purchase Agreement. eMagin expects to fulfill this initial $1.1 million order over the next four months. Additional follow-on options for larger future sales have also been agreed to.

Under terms of the agreement, V3i will be the exclusive distributor of eMagin’s Z800 3DVisor(tm) for PCs in South Korea through July 2007. eMagin will also provide a special NTSC video-enabled version of the Z800 3DVisor for V3i, and V3i will have exclusive distribution rights for the customized products in South Korea, China, Taiwan, Hong Kong, Singapore, and Malaysia. In addition, V3i will bundle the 3DVisors with V3i’s nOOn(tm) stereovision cameras, which will also be provided to eMagin to sell in other markets beginning in September. V3i will provide eMagin’s Z800 3DVisors(tm) for applications including stereoscopic 3D DVD theaters, PC game rooms and combined with stereoscopic 3D camera systems.

“The market for 3D imaging will grow as more content becomes available and the ability to create and view that content also becomes more readily available,” said Dr. Yong Bum Lee, president, Vision 3 International. “Our projections indicate V3i’s potential sales of eMagin 3DVisor products to be in excess of 10,000 units in 2007 in our markets. We share eMagin’s vision and commitment to capturing that market with products and services that enable 3D viewing and entertainment.”

“The applications for 3D - gaming, video, simulation, and training - are developing as the amount of available content expands,” said Susan Jones, executive vice president and chief marketing officer, eMagin Corporation. “V3i makes an ideal partner, because we have complementary products and a mutual goal of growing the stereovision 3D market. The 3Vi focus is on not only growing that content but enabling anyone to create personal 3D content.”

eMagin’s Z800 3DVisor delivers a clear, flicker-free, high-contrast virtual images equivalent to a 105-inch screen viewed at twelve feet, in full-color stereovision. It provides full 3D stereovision or outstanding 2D, depending on its source material. The Z800’s high-speed 360-degree headtracking lets users look around in the virtual world just as they would in the real world, when connected to a PC with any of about 1000 PC game titles in the market. Completing the experience is a communications capability with integrated, audio system with stereo earbuds and a noise-canceling microphone. To power all these capabilities, the Z800 requires only a standard USB port and can greatly extend a laptop’s battery life when it’s used instead of the standard LCD laptop screen. When connected to the NTSC adapter provided with the new special version of the Z800 3DVisor, the Z800 3DVisor will provide the same large view video images from standard DVD video, stereovision cameras, or other video data sources.

About Vision 3 International

Founded in 2005, V3i has focused on leading the general adoption of stereo imaging through its stereo camera products and services and through on-going research and development in stereo imaging capture, processing, and viewing. The company’s goal is the broad acceptance and use of stereo imaging and stereo camera products. The company produces 3D camera modules, develops and provides 3D image processing software, and provides 3D content focused on reality picture.

About eMagin Corporation

A leader in personal display systems, eMagin manufactures and integrates high-resolution OLED microdisplays, magnifying optics, and systems technologies to create a virtual image comparable to that of a large computer monitor or a large-screen television. eMagin’s OLED displays have been incorporated into a variety of near-eye imaging products for military, industrial, medical, and consumer markets that choose eMagin’s award-winning technology as a core component for their solutions. eMagin’s first personal display system, the Z800 3DVisor, provides superb 3D stereovision and headtracking for PC gaming, training and simulation, and other applications. It won the CEA’s Innovation of Year award in the digital display category and won additional recognition in the electronic gaming category. eMagin's microdisplay manufacturing and R&D operations are co-located with IBM on its campus in East Fishkill, New York.  System design facilities and sales and marketing are located in Bellevue, Washington. A sales office is located in Tokyo, Japan. For additional information, please visit www.emagin.com and www.3dvisor.com.

Note: eMagin, 3DVisor, and Z800 are trademarks of eMagin Corporation.

Media Contacts:

Jonathan Park, V3i, 82-31-737-4222-5, jonathan@v3i.co.kr

Joe Runde, eMagin, 425-749-3636, jrunde@emagin.com

Forward-Looking Statement Disclaimer

This press release may contain forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Additional information as to factors that may cause actual results to differ materially from our forward-looking statements can be found in our filings with the United States Securities and Exchange Commission.