eMagin Corporation. Form 8-K
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)
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Delaware
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000-24757
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56-1764501
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(State
or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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10500
N.E. 8th 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.
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(a)
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Financial
statements of business
acquired.
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Not
applicable.
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(b)
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Pro
forma financial
information.
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Not
applicable.
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Exhibits.
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Exhibit Number
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Description
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10.1
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Allonge
to the 6% Senior Secured Convertible Notes Due 2007-2008 of eMagin
Corporation dated as of March 9, 2007.
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99.1
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Press
Release of eMagin Corporation dated as of March 12,
2007.
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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.
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eMagin
Corporation
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| Date: March
13, 2007 |
By: |
/s/ K.C.
Park |
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Dr.
K.C. Park
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Interim
Chief Executive Officer
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