-----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, Ky7oxCHfAuPcGHfQ1sZTYqpD/efaiIe3UTKb9p+5PTN7E9n/ed9hfqDdl2WeBoxX 8WzXmldtK2aByncOdBaiFw== 0001209191-05-054352.txt : 20051028 0001209191-05-054352.hdr.sgml : 20051028 20051028214847 ACCESSION NUMBER: 0001209191-05-054352 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051026 FILED AS OF DATE: 20051028 DATE AS OF CHANGE: 20051028 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GINOLA LTD CENTRAL INDEX KEY: 0001230770 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15751 FILM NUMBER: 051164745 BUSINESS ADDRESS: STREET 1: C/O OGLER FIDUCIARY SERVICES LTD STREET 2: WHITELEY CHAMBERS/DON STREET CITY: ST HELIER JERSEY JE4 92G STATE: A1 ZIP: 00000 BUSINESS PHONE: 011 44 1534 504000 MAIL ADDRESS: STREET 1: C/O OGLER FIDUCIARY SERVICES LTD STREET 2: WHITELEY CHAMBERS/DON STREET CITY: ST HELIER JERSEY JE4 92G STATE: A1 ZIP: 00000 4 1 bny14052_gl.xml MAIN DOCUMENT DESCRIPTION X0202 4 2005-10-26 0001046995 EMAGIN CORP EMA 0001230770 GINOLA LTD C/O OGIER FIDUCIARY SERVIES LIMITED ST. HELIER, JERSEY CHANNEL ISLANDS JE49WG 0 0 1 0 Common Stock 2005-10-26 4 P 0 909091 0.55 A 2628417 I By Rainbow Gate Corporation Common Stock 2005-10-26 4 P 0 454546 0.55 A 573707 I By Chelsea Trust Company, as Trustee Common Stock 3141088 D Common Stock 650800 I By Ogier Trustee (Jersey) Limited, as Trustee Common Stock 396223 I By Crestflower Corporation Stock Purchase Warrants (right to buy) 1.00 2005-10-25 4 P 0 545454 A 2010-10-20 Common Stock 545454 545454 I By Rainbow Gate Corporation Stock Purchase Warrants (right to buy) 1.21 2005-10-26 4 H 0 297419 D 2005-04-25 2010-04-25 Common Stock 297419 0 I By Rainbow Gate Corporation Stock Purchase Warrants (right to buy) 1.09 2005-10-26 4 P 0 297419 A 2005-10-26 2010-04-25 Common Stock 297419 297419 I By Rainbow Gate Corporation Stock Purchase Warrants (right to buy) 1.21 2005-10-26 4 H 0 297419 D 2005-04-25 2010-04-25 Common Stock 297419 0 D Stock Purchase Warrants (right to buy) 1.09 2005-10-26 4 P 0 297419 A 2005-10-26 2010-04-25 Common Stock 297419 297419 D Stock Purchase Warrants (right to buy) 1.21 2005-10-26 4 H 0 325400 D 2005-04-25 2010-04-25 Common Stock 325400 0 I By Ogier Trustee (Jersey) Limited as Trustee Stock Purchase Warrants (right to buy) 1.09 2005-10-26 4 P 0 325400 A 2005-10-26 2010-04-25 Common Stock 325400 325400 I By Ogier Trustee (Jersey) Limited as Trustee Stock Purchase Warrants (right to buy) 1.00 2005-10-26 4 P 0 272727 A 2010-10-20 Common Stock 272727 272727 I By Chelsea Trust Company, as Trustee Stock Purchase Warrants (right to buy) Common Stock 1291651 1291651 D Stock Purchase Warrants (right to buy) Common Stock 249785 249785 D Stock Purchase Warrants (right to buy) Common Stock 166523 166523 D These securities are owned by Rainbow Gate Corporation. The sole shareholder of the Reporting Person is also the sole shareholder of Rainbow Gate Corporation. These securities are owned solely by Crestflower Corporation, Ogier Trustee (Jersey) Limited, as trustee, and Chelsea Trust Company Limited, as trustee, as indicated. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities. 363,636 shares of Common Stock are exercisable on or after May 20, 2006 and 181,818 shares of Common Stock are exercisable on or after March 31, 2007 subject to certain conditions. The Stock Purchase Warrants were acquired on October 26, 2005 as part of a private placement by the Issuer that was closed on October 26, 2005. In connection with the sale by the Issuer of 16,623,636 shares of Common Stock and warrants for 9,974,182 shares of Common Stock described in the Issuer's Form 8-K filed on October 21, 2005, the exercise price of the warrants was adjusted from $1.21 per share to $1.09 per share in accordance with the terms of the original warrant. 181,818 shares of Common Stock are exercisable on or after May 20, 2006 and 90,909 shares of Common Stock are exercisable on or after March 31, 2007 subject to certain conditions. The warrants to purchase Issuer's Common Stock have an exercise price of $0.8110 per share, are exercisable immediately, and have an expiration date of April 25, 2006. The warrants to purchase Issuer's Common Stock have an exercise price of $2.76 per share, are exercisable immediately, and will expire on December 31, 2005. The warrants to purchase Issuer's Common Stock have an exercise price of $2.76 per share, are exercisable immediately, and will expire on June 10, 2008. /s/ Emma de Ste. Croix 2005-10-28 -----END PRIVACY-ENHANCED MESSAGE-----