-----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, KOHcSSH0CBQBUDLnJpPKVkGpBXoJn1mmGphlcgrCXeXecieeWDEwP22fJVy0AgZS dPJfigP3dxqe5wKBOC6Dpw== 0001209191-07-043884.txt : 20070725 0001209191-07-043884.hdr.sgml : 20070725 20070725201841 ACCESSION NUMBER: 0001209191-07-043884 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070723 FILED AS OF DATE: 20070725 DATE AS OF CHANGE: 20070725 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: 071000400 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 bny37588_gin4.xml MAIN DOCUMENT DESCRIPTION X0202 4 2007-07-23 0001046995 EMAGIN CORP EMAN 0001230770 GINOLA LTD C/O OGIER FIDUCIARY SERVIES LIMITED ST. HELIER, JERSEY CHANNEL ISLANDS JE49WG 0 0 1 0 Common Stock 314109 D Common Stock 262842 I By Rainbow Gate Corporation Common Stock 57371 I By Chelsea Trust Company, as Trustee Common Stock 65080 I By Ogier Trustee (Jersey) Limited, as Trustee Common Stock 39622 I By Crestflower Corporation 6% Secured Convertible Note 2.6 2007-07-23 4 H 0 307692 800000 D 2006-07-21 2008-01-21 Common Stock 307692 0 D Amended and Restated 8% Secured Convertible Note .75 2007-07-23 4 P 0 1066666 800000 A 2007-07-23 2008-12-21 Common Stock 1066666 1066666 D Stock Purchase Warrants (right to buy) 3.6 2006-07-23 4 H 0 215385 D 2006-07-21 2011-07-21 Common Stock 215385 0 D Amended Stock Purchase Warrants (right to buy) 1.03 2007-07-23 4 P 0 746666 A 2007-07-23 2011-07-21 Common Stock 746666 746666 D 6% Secured Convertible Note 2.6 2007-07-23 4 H 0 269231 700000 D 2006-07-21 2008-01-21 Common Stock 269231 0 I By Rainbow Gate Corporation Amended and Restated 8% Secured Convertible Note .75 2007-07-23 4 P 0 933333 700000 A 2007-07-23 2008-12-21 Common Stock 933333 933333 I By Rainbow Gate Corporation Stock Purchase Warrants (right to buy) 3.6 2007-07-23 4 H 0 188462 D 2006-07-21 2001-07-21 Common Stock 188462 0 I By Rainbow Gate Corporation Amended Stock Purchase Warrants (right to buy) 1.03 2007-07-23 4 P 0 653333 A 2007-07-23 2011-07-21 Common Stock 653533 653333 I By Rainbow Gate Corporation Stock Purchase Warrants (right to buy) Common Stock 16653 16523 D Stock Purchase Warrants (right to buy) Common Stock 29743 29742 D Stock Purchase Warrants (right to buy) Common Stock 29742 29742 I By Rainbow Gate Corporation Stock Purchase Warrants (right to buy) Common Stock 54545 54545 I By Rainbow Gate Corporation Stock Purchase Warrants (right to buy) Common Stock 32540 32540 I By Ogier Trustee (Jersey) Limited, as Trustee Stock Purchase Warrants (right to buy) Common Stock 27273 27273 I By Chelsea Trust Company, as Trustee 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. The outstanding 6% Secured Convertible Note purchased on July 21, 2006, as part of a private placement by the Issuer, in which 50% of the principal amount matured on July 23, 2007 and 50% would have matured on January, 21, 2008, was amended pursuant to an Amendment Agreement with the Issuer, effective July 23, 2006 (the "Amendment Agreement"), which extended the maturity date for the entire note to December 21, 2008, reduced the conversion price from $2.60 to $0.75 and increased the interest rate from 6% to 8%. This amendment is reported above as the cancellation of the "old" note and the acquisition of a new one. The Stock Purchase Warrants acquired on July 21, 2006 as part of a private placement by the Issuer was amended pursuant to the Amendment Agreement, which decreased the warrant purchase price from $3.60 to $1.03. This amendment is reported above as the cancellation of the "old" warrant and the acquisition of a new one. The warrants to purchase Issuer's Common Stock have an exercise price of $27.60 per share, are exercisable immediately, and will expire on June 10, 2008. The warrants to purchase Issuer's Common Stock are exercisable immediately, will expire on April 25, 2010, and had an exercise price of $7.12 per share prior to the execution of the Amendment Agreement but are subject to re-pricing due to the execution of the Amendment Agreement in accordance with the terms of the original warrant. The warrants to purchase Issuer's Common Stock have an exercise price of $10.00 per share, are exercisable immediately and will expire on October 20, 2010. /s/ Jonathan G. White 2007-07-25 -----END PRIVACY-ENHANCED MESSAGE-----