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): December 14, 2004
eMagin Corporation
(Exact name of registrant as specified in its charter)
Delaware 000-24757 56-1764501
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2070 Route 52, Hopewell Junction, New York 12533
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (845)-838-7900
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.
On December 14, 2004, eMagin Corporation ("eMagin" or the "Company")
finalized their agreement with respect to a Fourth Amendment to Lease (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,
2004 and further amends the Lease dated May 28, 1999 (as previously amended by
the First Amendment to Lease dated July 9, 1999, the Second Amendment to Lease
dated January 29, 2001 and the Third Amendment to Lease dated May 28, 2002),
covers approximately 40,000 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 10,000 square feet of space is used for
the Company's administrative offices. The lease renewal covers a five-year term
expiring May 31, 2009 and carries an average monthly rent of $74,088 plus
expenses.
After May 31, 2007, the Landlord may, at its sole discretion, grant the
Company an option to extend the term of the Lease for all or part of the
premises for a two (2) year period. In addition, the Company has deposited with
the Landlord $150,000 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. If the
Company complies with all provisions of the Lease, the security deposit will be
credited towards the Company's payment of the April 1, 2009 and May 1, 2009
rent.
Item 2.03 Creation of a Direct Financial Obligation.
See Item 1.01 above and Item 3.02 below.
Item 3.02 Unregistered Sales of Equity Securities.
In accordance with American Stock Exchange requirement 711, on December 15,
2004 the Company issued a press release announcing the issuance of inducement
option compensation awards to new employees of eMagin Corporation. The options
are to purchase an aggregate total of 1,223,000 shares, vesting over five years
at per share prices ranging from $1.21 to $1.69.
A copy of this press release has been filed with this Current Report on
Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01 Other Events.
On December 20, 2004, the Company issued a press release announcing the
confirmation from the American Stock Exchange (the "AMEX") that the Company has
evidenced compliance with the requirements necessary for continued listing on
the AMEX. In addition, the Company was advised that it has become subject to the
provisions of Section 1009(h) of the AMEX Company Guide, which states that if
the Company is again determined to be below the continued listing standards
within twelve months of the end of its plan, the AMEX staff will examine the
relationship between the two incidents of falling below continued listing
standards and re-evaluate the Company's method of financial recovery from the
first incident. The AMEX will then take appropriate action, which, depending
upon the circumstances, may include truncating its review procedures or
immediately initiating delisting procedures.
A copy of this press release has been filed with this Current Report on
Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
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
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4.1 Fourth Amendment to Lease by and between eMagin Corporation and
International Business Machines Corporation.
99.1 Press Release of eMagin Corporation dated December 20, 2004,
announcing the Fourth Amendment to Lease, the issuance of inducement
grants to new employees of eMagin Corporation, and the American Stock
Exchange's confirmation that eMagin Corporation evidenced compliance
with continued listing requirements.
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: December 20, 2004 /s/ Gary W. Jones
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Gary W. Jones
President and Chief Executive Officer