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): May 27, 2009

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 Friedman, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

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.

Hopewell Junction, New York Lease

On May 27, 2009, Corporation ("eMagin" or the "Company") entered into a Sixth Lease Amendment (the “Lease”) with International Business Machines Corporation (the “Landlord”) covering the premises located at the Hudson Valley Research Park, 2070 Route 52, Hopewell Junction, New York 12533.  The Lease, which is effective as of June 1, 2009 and further amends the Lease dated May 28, 1999 (as previously amended by the First Lease Amendment dated July 9, 1999, the Second Lease Amendment dated January 29, 2001, the Third Lease Amendment  dated May 28, 2002, the Fourth Lease Amendment dated November 29, 2004 and the Fifth Lease Amendment dated September 1, 2006), covers approximately 37,000 square feet of space which includes 30,000 square feet of space which houses the Company’s equipment for OLED microdisplay fabrication, its research and development, plus additional space for assembly operations and storage. Approximately 8,000 square feet of space is used for the Company’s administrative offices.  The lease renewal covers a five-year term expiring May 31, 2014 and carries an average monthly rent of $84,202 plus expenses.

Pursuant to the Lease, the Company was granted an option to extend the term of the Lease for the entire premises only for one consecutive five year period at a rent to be determined by the Landlord in its sole discretion.    In addition, the Company has deposited with the Landlord $80,731.63 as security for faithful performance by the Company with respect to its obligations under the Lease, including, but not limited to, the payment of rent.  If there is any default by the Company pursuant to the Lease, the Landlord may use, apply or retain such security deposit for the payment of rent for which the Company is in default or may be required to expend by reason of the Company’s default pursuant to any other provision of the Lease.

In accordance with the Fourth Lease Amendment, the security deposit of $150,000 was applied by Landlord to the rent due from the Company for the months of April and May 2009.

Bellevue,Washington Lease

 On May 28, 2009, the Company entered into a lease (the “Lease”) with Northup Building LLC (“Landlord”).  Pursuant to the Lease, the Company rented approximately 5,100 rentable square feet at 3006 Northup Way, Suite 103, Bellevue, WA (the “Premises”).  The Lease commences on September 1, 2009 and terminates on August 31, 2014.   Upon the execution of the Lease, the Company paid the Landlord $10,168 as prepaid rent to be applied for the rent due for the fourth month of the Lease.  The Company also delivered to the Landlord a security deposit in the amount of $11,443.  Pursuant to the Lease, the Company will begin paying rent beginning in December 2009.

The rent payable pursuant to the Lease is as follows:

Lease Year		Base Monthly Rent
9/01/09-11/30/09	$	0
12/01/09 -  08/31/10	$	10,168
9/01/10 – 8/31/11	$	10,473
9/01/11- 8/31/12	$	10,787
9/01/12 – 10/31/13	$	11,113
9/01/13 – 8/31/14	$	11,443

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01.

Item 9.01 Financial Statements and Exhibits.

(a)   Financial statements of business acquired.

Not applicable.

(b)   Pro forma financial information.

Not applicable.

(c)    Shell Company Transactions.

(d)    Exhibits

Exhibit Number	Description
99.1	6th Lease Amendment between International Business Machines Corporation and eMagin Corporation, dated as of  May 27, 2009
99.2	Lease between eMagin Corporation and Northup Building LLC dated as of May 28, 2009

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 19, 2009	By:	/s/ Paul Campbell
		Name: Paul Campbell
		Title: Chief Financial Officer

Exhibit List

Exhibit Number	Description
99.1	6th Lease Amendment between International Business Machines Corporation and eMagin Corporation, dated as of  May 27, 2009
99.2	Lease between eMagin Corporation and Northup Building LLC dated as of May 28, 2009

EX-99.1

Exhibit 99.1

6th LEASE AMENDMENT

THIS AGREEMENT made as of the 27th day of May 2, 2009 between INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation, having its principal office at New Orchard Road, Armonk, New York 10504 the "Landlord") and eMagin Corporation a Delaware corporation, having an office at 2070 Route 52, Hopewell Junction, NY 12533(the "Tenant").

WITNESSETH

(Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Lease).

WHEREAS, the Landlord and the Tenant entered into a written Agreement of Lease dated May 28,1999, as amended by First Amendment dated July 9, 1999; Second Amendment dated January 29, 2001, Third Amendment dated May 28,2002, Fourth Amendment dated November 29, 2004 and Fifth Amendment dated September 1, 2006 (collectively, the "Lease").

WHEREAS, the Tenant desires to extend the lease term.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration and of the mutual agreements hereinafter set forth, it is hereby mutually agreed to amend the Lease as follows.

1.   The term of the Lease is hereby extended for a period of five (5)years("Extended Term")from June 1, 2009 to May 31, 2014, unless sooner terminated as hereinafter provided upon the same covenants, agreements, provisions and conditions that are contained in the Lease for the immediately prior Term, except as specifically provided herein.

2.   Tenant is hereby granted the option to further extend the Term for the entire Premises only for one (1) consecutive five(5) year period of time ("Additional Extended Term"), subject to and upon the provisions set forth in this subparagraph and subject to a Rent to be determined by the Landlord in its sole discretion. The Additional Extended Term shall be upon the same covenants, agreements, provisions and conditions that are contained in this Lease for the Extended Term, except for provisions herein which are inapplicable to an Extended Term.

  3. Any notice, request or demand under this Lease shall be in writing (except where oral notice is specifically provided for in this Lease) and shall be considered properly delivered when addressed as hereinafter provided, and (a) served personally, (b) sent by registered or certified (return receipt requested) and deposited in a United States general or branch post office, or (c) sent by a private overnight mail carrier. Any notice, request or demand by Tenant to Landlord shall be addressed to:

1

International Business Machines Corporation

Hudson Valley Research Park

Mail Drop 65A 2070 Route 52

Hopewell Junction, New York 12533

Attn: Mr. Patrick 0. Ortland

Program Manager, Real Estate Operations

with copies addressed and simultaneously given to:

International Business Machines Corporation

Hudson Valley Research Park

Mail Drop 87S 2070 Route 52

Hopewell Junction, New York 12533

Attn: Mary Ann McNulty

Real Estate Site Operations

and an additional copy to:

International Business Machines Corporation

1 New Orchard Road Armonk New York 10504

Attn: General Counsel -Legal Services

Global Real Estate Operations

and an additional copy to:

International Business Machines Corporation

Hudson Valley Research Park

Mail Drop 82X 2070 Route 52

Hopewell Junction, New York 12533

Attn: Site Counsel;

2

and, if requested in writing by Landlord, similarly and simultaneously given to such other parties as Landlord may request. Any notice, request or demand by Landlord to Tenant shall be addressed to:

eMagin Corporation

10500 NE 8th Street

Suite 1400

Bellevue, Washington 98004

Attn: Paul Campbell, CFO (pcambell@emagin.com; 425-749-3622)

with a copy addressed and simultaneously given to:

eMagin Corporation

Hudson Valley Research Park

2070 Route 52

Hopewell Junction, New York 12533 Attn: Chief Executive Officer

until otherwise directed in writing by Tenant; and, if requested in writing by Tenant, similarly and simultaneously given to such other parties as Tenant may request. All notices shall be deemed given on the date of actual receipt by the party to whom the notice is addressed. Rejection or other refusal to accept a notice, request or demand, or the inability to deliver the same because of a changed address of which no notice was given, shall be deemed to be receipt of the notice, request or demand sent.

4.   In Paragraph 35(a)(as set forth in the Fourth Amendment), (i) delete the first sentence and replace as follows: "The Tenant shall have deposited the sum of $80,731.63 simultaneously with signing this Sixth Amendment as security for the faithful performance and observance by the Tenant of the provisions of this Lease on its part to be performed." , and add to the end of the paragraph: "Tenant acknowledges that in accordance with the Fourth Amendment, the security deposit of $150,000 has been applied by Landlord to the rent due from tenant for the months of April and May 2009.

5.   Paragraph 35(b) is deleted in its entirety

6.   Paragraph 36 is deleted in its entirety.

7.   Schedule A dated 6/1/2004 is replaced with Schedule A dated 6/1/2009 attached hereto.

8.   Schedule B dated 6/1/2004 is replaced with Schedule B dated 6/1/2009 attached hereto.

9.	Schedule D dated 6/1/2004 is replaced with Schedule D dated 6/1/2009 attached hereto.
10.	Exhibit A-1 is deleted in its entirety

Except as herein modified, the Lease shall continue in full force and effect without change.

3

IN WITNESS WHEREOF, this instrument has been executed by the duly authorized representatives of the parties hereto as of the day and year first above written.

INTERNATIONAL BUSINESS MACHINES CORPORATION
By:	/s/ Patrick 0. Ortland
	Patrick 0. Ortland
	Title: Program Manager, Real Estate

eMagin Corporation
By:	/s/ Andrew Sculley
	Andrew Sculley
	Title: CEO & President

4

SCHEDULE A

eMagin Corporation

COMPUTATION SCHEDULE

Effective 6/1/09

Building		Space Type	Net Productive Square feet		Rate ($NPSF)		Annual Base Rent		Monthly Base Rent
	B334	Office		6,554	$	19.13	$	125,401.94	$	10,450.16
	B330C	Office		1,606	$	19.13	$	30,728.64	$	2,560.72
		Dry		5,850	$	20.26	$	118,516.08	$	9,876.34
		Clean		16,316	$	39.39	$	642,733.06	$	53,561.09
		Storage		6,524	$	7.88	$	51,399.74	$	4,283.31
		Totals		36,850			$	968,779.46	$	80,731.62

Deriving Net Rentable Basis

Building	Net Productive Square feet		NP to NR Factor		Net Rentable Square Feet
B334		6,554		1.47		9,634
B330C		30,296		1.26		38,173
Totals		36,850		2.73		47,807

5

SCHEDULE B

eMagin Corporation

BASE RENT PAYMENT SCHEDULE

Effective 6/1/09

	2009			2010		2011		2012		2013		2014
January			$	80,731.63	$	80,731.63	$	83,557.23	$	86,481.74	$	89,508.60
February			$	80,731.63	$	80,731.63	$	83,557.23	$	86,481.74	$	89,508.60
march			$	80,731.63	$	80,731.63	$	83,557.23	$	86,481.74	$	89,508.60
april			$	80,731.63	$	80,731.63	$	83,557.23	$	86,481.74	$	89,508.60
may			$	80,731.63	$	80,731.63	$	83,557.23	$	86,481.74	$	89,508.60
june	$	80,731.63	$	80,731.63	$	83,557.23	$	86,481.74	$	89,508.60
July	$	80,731.63	$	80,731.63	$	83,557.23	$	86,481.74	$	89,508.60
august	$	80,731.63	$	80,731.63	$	83,557.23	$	86,481.74	$	89,508.60
september	$	80,731.63	$	80,731.63	$	83,557.23	$	86,481.74	$	89,508.60
october	$	80,731.63	$	80,731.63	$	83,557.23	$	86,481.74	$	89,508.60
november	$	80,731.63	$	80,731.63	$	83,557.23	$	86,481.74	$	89,508.60
december	$	80,731.63	$	80,731.63	$	83,557.23	$	86,481.74	$	89,508.60
Total	$	565,121.38	$	968,779.51	$	988,558.76	$	1,023,158.31	$	1,058,968.85	$	447,542.98

6

Schedule D

eMagin Corporation

Computed Utilities Schedule

Maximum Available Capacities		Effective Date 6/1/09
Utilities	Peak Allowable Usage	Total Annual Allowable
Electricity	N/A	N/A
Chilled Water	350 Tons	1,401,600 Tons-Hrs
Low Temp Chilled Water	130 Tons	569,400 Tons-Hrs
High Temp Chilled Water	5 MBH	19,251 M MBTU
Deionized Water	30 gpm	13,220 1K Gal
Compressed Air	10 scfm	550,000 SCF
UHP Nitrogen	100 scfm	6,000,000 SCF
Std. Oxygen	5 scfm	100,000 SCF
Std. Argon	5 scfm	100,000 SCF
Std. Forming Gas	15 scfm	150,000 SCF

 

EX-99.2

Exhibit 99.2

Filed as a PDF reference