eMagin Corporation. Form 8-K

-----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, OOn7wNPXE03cPcTjnExk1sc3KLECY+OlwU14IR7TG7LpYBIndVOJUTh5zs+1Zmh2 bpG+eURUGnihAW05+s7i7w== 0001013762-07-000371.txt : 20070313 0001013762-07-000371.hdr.sgml : 20070313 20070313091629 ACCESSION NUMBER: 0001013762-07-000371 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070309 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070313 DATE AS OF CHANGE: 20070313 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: 07689385 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 form8k.htm EMAGIN CORPORATION. FORM 8-K eMagin Corporation. Form 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): March 9, 2007

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.)

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 1.01 Entry into a Material Definitive Agreement.

As previously reported in the Current Report on Form 8-K of eMagin Corporation (the “Company”) dated as of March 7, 2007, on March 1, 2007, the Company received notice from the American Stock Exchange (the “AMEX”) indicating that the AMEX will initiate the delisting process with respect to the Company’s common stock and will suspend trading on March 12, 2007, in accordance with Part 12 of the AMEX Company Guide.

Due to the foregoing, on March 9, 2007, the Company entered into an Allonge (the “Allonge”) to the 6% Senior Secured Convertible Notes Due 2007-2008 of the Company dated as of July 21, 2006 (the “Notes”) with the holders of the Notes owning a majority-in-interest of the outstanding principal amount in order for the Company to amend the Notes to avoid the triggering of a repurchase event and an event of default due to the delisting of the Company’s common stock from the AMEX. The Allonge with the majority holders operates as an amendment to the Notes with respect to all of the holders pursuant to the terms of the Notes.

Specifically, the Company and the majority holders agreed to expand upon a portion of the definition of a repurchase event and an event of default, each of which would have been triggered upon the delisting of the Company’s common stock from the AMEX and would have required the Company to repay all outstanding principal and accrued and unpaid interest thereon, to include the Over-the-Counter Bulletin Board, the Pink Sheets, LLC or any similar organization. In addition, the Company and the majority holders agreed to amend another portion of the definition of an event of default under the Notes due to a breach of certain covenants set forth the Note Purchase Agreements dated as of July 21, 2006 which would have been triggered upon the delisting of the Company’s common stock from the AMEX.

Item 8.01 Other Events.

On March 12, 2007, the Company’s common stock began trading on the Over-the-Counter Bulletin Board under the symbol “EMAN.OB”.

On March 12, 2007, the Company issued a press release announcing the entry into the Allonge and the commencement of trading of the Company’s common stock on the Over-the-Counter Bulletin Board, a copy of which is attached hereto as Exhibit 99.1.

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
10.1		Allonge to the 6% Senior Secured Convertible Notes Due 2007-2008 of eMagin Corporation dated as of March 9, 2007.

99.1		Press Release of eMagin Corporation dated as of March 12, 2007.

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: March 13, 2007	By:	/s/ K.C. Park
		Dr. K.C. Park
		Interim Chief Executive Officer

EX-10.1 2 ex101.htm EXHIBIT 10.1 Unassociated Document

ALLONGE TO 6% SENIOR SECURED CONVERTIBLE NOTES DUE 2007-2008 DATED JULY 21, 2006

Reference is hereby made to the 6% Senior Secured Convertible Notes Due 2007-2008 of eMagin Corporation dated July 21, 2006 (the “Notes”). Terms used herein and not otherwise defined herein shall have the meaning set forth in the Notes.

The Company and the holder set forth on the signature page attached hereto hereby agree to amend the terms of the Notes in accordance with the following terms:

1.	Subsection (a) under the definition of “Repurchase Event” as set forth in Section 1.1(b) of the Notes shall be amended in its entirety to provide as follows:

“(a) The Common Stock ceases to be traded on the AMEX and is not listed for trading on the Nasdaq, the Nasdaq Capital Market, the NYSE, the Over-The-Counter Bulletin Board, the Pink Sheets, LLC or any similar organization;”

2.	The first sentence of Section 3.2 of the Notes shall be amended in its entirety to provide as follows:

“The Company shall at all times maintain Cash and Cash Equivalents Balances at least equal to $600,000; provided that the Company must maintain Cash and Cash Equivalents Balances of $200,000 from February 26, 2007 through and including March 31, 2007. Subsequent to March 31, 2007, the Company must maintain Cash and Cash Equivalents Balances of at least equal to $600,000.”

3.	Subsection (c) of Section 4.1 of the Notes shall be amended in its entirety to provide as follows:

“(c) Breach of Covenant. The Company (1) fails to comply with Sections 3.1, 3.2, 3.8, 3.9, 3.12, 3.13, 3.15, 3.16 or 3.17(a) (2) fails to comply in any material respect with any provision of Article III of this Note (other than Sections 3.1, 3.2, 3.8, 3.9, 3.12, 3.13, 3.15, 3.16 or 3.17(a)) or breaches any other material covenant or other material term or condition of this Note or any of the other Transaction Documents (other than as specifically provided in clauses (a), (b) or (c)(1) of this Section 4.1), and in the case of this clause (2) of this Section 4.1(c) only, such breach continues for a period of ten days after written notice thereof to the Company from the Holder; provided, however, that, it shall not be deemed an Event of Default pursuant to this Section 4.1(c) if the Company breaches the covenants set forth in Sections 4(c) or 4(o) of the Note Purchase Agreement or the Other Note Purchase Agreements in the event that the Common Stock ceases to be listed on any of Nasdaq Capital Market, Nasdaq, the NYSE or the AMEX; or”

4.	Subsection (j) of Section 4.1 of the Notes shall be amended in its entirety to provide as follows:

“(j) Delisting of Common Stock. The Common Stock shall cease to be listed on any of Nasdaq Capital Market, Nasdaq, the NYSE, the AMEX, the Over-The-Counter Bulletin Board, the Pink Sheets, LLC or any similar organization;

The parties hereto acknowledge and agree that the breach of this Allonge would cause irreparable damage to the non-breaching parties and that the non-breaching parties will not have an adequate remedy at law. Therefore, the obligations of each of the parties under this Allonge, shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any party may have under this Allonge or otherwise.

6.	This Allonge may be executed in counterparts, each of which when executed by any party will be deemed to be an original and all of which counterparts will together constitute one and the same agreement. Delivery of executed copies of this Allonge by telecopier will constitute proper delivery.

7.	This Allonge is irrevocable and shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Except as set forth herein, all other provisions of the Notes shall remain in full force and effect.