Form 8-K for eMagin Corporation
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 27,
2007
eMagin
Corporation
(Exact
name of registrant as specified in its charter)
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
61
Broadway, 32nd
Floor
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.
On
March
27, 2007, eMagin Corporation (the “Company”) entered into Allonge No. 2 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 reduce the minimum cash and cash equivalents
balances which the Company is required to maintain pursuant to the Notes from
$600,000 to $200,000, covering the period from April 1, 2007 to May 15, 2007.
Item
2.02. Results
of Operations and Financial Condition.
On
March
28, 2007, the Company announced its unaudited financial results for the
fourth quarter and fiscal year ended December 31, 2006 and certain other
information. A copy of the Company’s press release announcing these financial
results and certain other information 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.
Item
4.02. Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review.
On
March
27, 2007, the Audit Committee of the Board of Directors (the “Audit Committee”)
and management of the Company determined, after consultation with its
independent registered public accounting firm, that a restatement of its
financial statements for the three and nine months ended September 30, 2006
which was filed on Form 10-Q on November 20, 2006 (the "Report") is necessary
to
reflect revised valuations for derivative liabilities and deferred debt
discounts recorded for the common stock purchase warrants issued on July 21,
2006 pursuant to certain Note Purchase Agreements which the Company entered
into
with certain qualified institutional buyers and accredited investors. The
Company and the Audit Committee determined that it should take this action
to
prevent future reliance on previously issued financial statements set forth
in
the Report. Such financial statements should no longer be relied
upon.
In
particular, a Black-Scholes calculation was used to determine each of these
values initially using the 18 month life of the notes. The amendment will
correct the term to the warrant life of five years resulting in higher
valuations. The balance sheet set forth in the Report will be amended to reflect
approximately $1.3 million of additional derivative liability and approximately
$1.2 million of deferred debt discount as of September 30, 2006 compared to
approximately $2.1 million and $1.8 million, respectively, as previously
reported. The income statement as of September 30, 2006 will be adjusted to
include approximately $75,000 net of other expense related to the quarterly
derivative revaluation and amortization of the debt discount compared to
approximately $184,000 as previously reported. All of these items are
non-cash.
The
Company has discussed this matter with its independent registered public
accounting firm.
Complete
Description
The
foregoing description of the new financial statements is not a complete summary.
The new financial statements, which should be relied upon, will contain
amendments to the Report to effect the aforementioned restatements. You are
urged to read the complete documents on the amended Form 10-Q after filing
on or
prior to March 30, 2007 on the website of the U.S. Securities and Exchange
Commission at www.sec.gov.
(a)
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Financial
statements of business
acquired.
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Not
applicable.
(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
No. 2 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 28,
2007.
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99.2
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Letter
from Eisner LLP dated as of March 28,
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
28, 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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