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):
September 18, 2001
eMagin Corporation
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(Exact name of registrant as specified in its charter)
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Delaware 000-24757 88-0378451
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification
Incorporation) Number)
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2070 Route 52, Hopewell Junction, New York 12533
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(Address of principal executive offices) (zip code)
(845) 892-1900
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On September 19, 2001, SK Corporation ("SK"), an affiliate of SK Group of Korea
and eMagin Corporation ("eMagin" or the "Company") announced SK's investment as
part of a strategic alliance of $3,000,000 in eMagin Corporation (the
"Transaction") pursuant to a Securities Purchase Agreement between SK and eMagin
dated as of September 18, 2001 (the "Closing Date"). For its $3 million
investment in eMagin, SK received (i) the Company's 4% Series A Convertible
Debentures (the "Debentures") in the aggregate principal amount of $3,000,000,
and (ii) warrants ("Warrants") exercisable for a period of three (3) years to
purchase 205,479 shares of common stock of eMagin. Interest is payable on the
Debentures at a rate of 4% per annum and, at the option of the Company, may be
paid through the delivery of shares of common stock of the Company (registered
pursuant to the Registration Rights Agreement referred to below) in lieu of cash
interest payments. Subject to certain limitations, the Debentures may be
converted, at the option of the holder, in whole or in part, into common shares
with a conversion price equal to 105% of the volume weighted average of the
closing prices of the Company's common shares as reported on The American Stock
Exchange for the ten (10) trading days immediately preceding the Closing Date.
The Debentures also contain certain redemption rights for the benefit of the
holder for a period commencing on September 19, 2002. The Debentures, the
Warrants, and the common stock issuable thereon also contain prohibitions on
transfer for a period of one (1) year from the Closing Date.
In connection with the completion of the transactions under the Securities
Purchase Agreement, eMagin and SK also entered into a Registration Rights
Agreement dated as of September 18, 2001, providing SK with certain registration
rights under the Securities Act of 1933, as amended, with respect to the
Company's common stock issued or issuable in lieu of cash interest payments on
the Debentures, upon conversion of the Debentures and/or exercise of the
Warrants.
The foregoing is not intended to be a full and complete description of the
transaction. Terms of the transaction are more fully described in the copies of
the Securities Purchase Agreement, the form of 4% Series A Convertible
Debenture, the form of Stock Purchase Warrant, and the Registration Rights
Agreement attached as exhibits to this Form 8-K.
ITEM 7. EXHIBITS.
Exhibit
Number Description
4.1 Securities Purchase Agreement dated as of September 18,
2001 by and between eMagin Corporation and SK
Corporation.
4.2 Form of 4% Series A Convertible Debenture due September
18, 2004.
4.3 Form of Stock Purchase Warrant to Purchase 205,479
shares of common stock of eMagin Corporation.
4.4 Registration Rights Agreement dated as of September 19,
2001 by and between eMagin Corporation and SK
Corporation.
99.1 Press release dated September 19, 2001.
SIGNATURES
Pursuant to the requirements of the Securities and 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
By: /s/ Gary W. Jones
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Name: Gary W. Jones
Title: President and Chief Executive
Officer
Dated: September 26, 2001