form8k.htm
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): April 2, 2008
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
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(Commission File
Number)
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(IRS
Employer
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of
incorporation)
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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.
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 April
2, 2008, eMagin Corporation (the “Company”) entered into a Securities Purchase
Agreement, pursuant to which it sold to certain qualified institutional buyers
and accredited investors (the “Investors”) an aggregate of 1,586,539 shares of
the Company’s common stock, par value $0.001 per share (the “Shares”), and
warrants to purchase an additional 793,273 shares of common stock, for an
aggregate purchase price of $1,650,000. The purchase price of the common stock
was $1.04 per share and the strike price of the corresponding warrant was $1.30
per share. The warrants expire April 2, 2013.
The
Company entered into a Registration Rights Agreement with the Investors to
register the resale of the Shares sold in the offering and the shares of common
stock issuable upon exercise of the warrants. Subject to the terms of
the Registration Rights Agreement, the Company is required to file a
registration statement on Form S-1 with the Securities and Exchange Commission
(the “SEC”) within 45 days of the closing, to use its best efforts to cause the
registration statement to be declared effective under the Securities Act of 1933
(the “Act”) as promptly as possible after the filing thereof, but in no event
later than 90 days after the filing date and no later than 120 days after the
filing date (in the event of SEC review of the registration
statement).
The
Company claims an exemption from the registration requirements of the Act for
the private placement of these securities pursuant to Section 4(2) of the Act
and/or Regulation D promulgated thereunder since, among other things, the
transaction did not involve a public offering, the investors were accredited
investors and/or qualified institutional buyers, the investors had access to
information about the company and their investment, the investors took the
securities for investment and not resale, and the Company took appropriate
measures to restrict the transfer of the securities.
Item
3.02 Unregistered Sales of Equity Securities.
See Item
1.01 above.
Item
9.01 Financial Statements and Exhibits.
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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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Exhibit
Number
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Description
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4.1
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Form
of Common Stock Purchase Warrant of the Company.
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99.1
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Securities
Purchase Agreement dated April 2, 2008, by and among the Company and the
investors named on the signature pages thereto.
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99.2
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Registration
Rights Agreement dated April 2, 2008, by and among the Company and the
investors named on the signature pages thereto.
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99.3
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Press
Release of the Company dated April 4,
2008.
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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: April 4,
2008
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By:
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/s/ Michael D.
Fowler
Michael D. Fowler
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Interim
Chief Financial Officer
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