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): November 27,
2006
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)
|
(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
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
As
previously reported by eMagin Corporation ("eMagin" or the "Company") in its
Current Report on Form 8-K filed with the SEC on July 25, 2006, the Company
entered into several Note Purchase Agreements (the “Purchase Agreements”) on
July 21, 2006 to sell to certain qualified institutional buyers and accredited
investors up to $5,970,000 in principal amount 6% Senior Secured Convertible
Notes Due 2007-2008, together with warrants to purchase 16,073,067 shares
of the Company’s common stock. Under the Purchase Agreements, the investors have
the right to designate two persons to serve on the Company’s Board of Directors.
In addition, as previously reported by the Company in its Current Report on
Form
8-K filed with the SEC on August 18, 2006, the Board of Directors appointed
Dr.
Radu Auf der Heyde as a director, the first of two directors which the
investors have the right to designate to the Company’s Board.
Effective
as of November 27, 2006, the Board of Directors appointed Mr. David M. Gottfried
as a director of the Company, the second of two directors which the investors
have the right to designate to the Company’s Board. Mr. Gottfried does not
have any family relationship with any director, executive officer or person
nominated or chosen by the Company to become a director or executive officer.
Furthermore, since September 30, 2006 Mr. Gottfried has never entered into
a
transaction, nor is there any proposed transaction, between Mr. Gottfried and
the Company. With the election of Mr. Gottfried, the Company’s Board of
Directors now consists of 10 members.
Mr.
Gottfried is a private investor with a 20-year track record of success,
specializing in emerging technologies with particular focus on the
communications and semiconductor markets. He attended Antioch College from
1978
to 1980 and Cornell University from 1980 to 1981.
On
November 28, 2006, the Company issued a press release announcing the appointment
of Mr. Gottfried to the Board of Directors. A copy of the Company’s press
release 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
9.01 Financial Statements and Exhibits.
| (a) |
Financial
statements of business
acquired.
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Not
applicable.
| (b) |
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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99.1
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Press
Release of eMagin Corporation dated as of November 28,
2006.
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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: November
28, 2006 |
By: |
/s/ John
Atherly |
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John
Atherly |
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Chief
Financial Officer |