UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 21, 2005
eMagin Corporation
(Exact name of registrant as specified in its charter)
Delaware 000-24757 56-1764501
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2070 Route 52, Hopewell Junction, New York 12533
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (845)-838-7900
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))
EXPLANATORY NOTE
We are filing this Amendment No. 1 to our Current Report on Form 8-K which we
filed on March 25, 2005 in order to clarify that the Company and its independent
registered public accounting firm determined that the Company should take action
to prevent future reliance on previously issued financial statements for its
Quarterly Report on Form 10-QSB for the period ended September 30, 2004 pursuant
to Item 4.02(b) of Form 8-K. In addition, we are filing a letter from our
independent registered public accounting firm as Exhibit 99.2 in accordance with
the requirements of Item 4.02(c) of Form 8-K.
ITEM 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
During the fiscal quarter ended September 30, 2004, the Company recorded an
interest expense in the amount of ($594,568) in connection with the re-pricing
of certain warrants that were originally issued in an equity transaction that
the Company had completed in January 2004, which charge was described in
footnote 9 to the Company's un-audited financial statements for the period ended
September 30, 2004. This charge directly resulted in the Company reporting non
cash interest expense and other expenses of ($568,561), as well as a net loss of
($2,349,467) for the three months ended September 30, 2004. In addition, the
Company reported net interest expense and other net expense of ($3,963,658), as
well as a net loss of ($8,681,161) for the nine months ended September 30, 2004.
This charge also resulted in the Company reporting a basic and diluted loss per
common share of $(0.04) and ($0.14) for the three and nine months ended
September 30, 2004, respectively.
In connection with the audit of the Company's annual report on Form 10-KSB for
the year ended December 31, 2004, on March 21, 2005 the Company was advised by
its independent registered public accounting firm that the re-pricing of the
original warrants should be classified as an equity transaction and therefore no
expense should be recorded in connection with the re-pricing of these warrants.
As a result the Company is not required to record $594,568 of non-cash interest
expense previously recorded. In addition, on March 28, 2005, the Company was
advised by its independent registered public accounting firm that $1.67 million
of unamortized debt discount and deferred financing costs should be reclassified
from additional paid-in-capital to interest expense in relation to the March 3,
2004 debt conversion of approximately $8.567 million in principal and accrued
interest. Accordingly, the Company and its independent registered public
accounting firm determined that the Company should take action to prevent future
reliance on previously issued financial statements for its Quarterly Report on
Form 10-QSB for the period three and nine months ended September 30, 2004
pursuant to Item 4.02(b) of Form 8-K The financial statements for the three and
nine months ended September 30, 2004 should no longer be relied upon.
As a result, for the three months ended September 30, 2004, the Company's net
interest expense and other net expenses should have each been reported as net
interest income (expenses) $26,007 and its net loss should have been
($1,754,899). Further, for the nine months ended September 30, 2004, the
Company's interest expense and other expenses should have each been reported as
($5,042,062) and its net loss should have been ($9,759,565). In addition, for
the three and nine months ended September 30, 2004, the Company's basic and
diluted loss per common share should have been reported as ($0.03) and ($0.16),
respectively.
Three months ended Nine months ended
September 30, 2004 September 30, 2004
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Previously Previously
Unaudited Statement of Operations Data Restated Reported Restated Reported
------------ ------------- ------------- ------------
Other Income (expense) $ 26,007 ($ 568,561) ($ 5,042,062) ($3,963,658)
Net loss ($1,754,899) ($ 2,349,467) ($ 9,759,565) ($8,681,161)
Basic and diluted loss per common share ($0.03) ($0.04) ($0.16) ($0.14)
September 30, 2004
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Unaudited Balance Sheet Data Restated As Filed
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Common stock 66,258 66,258
Additional paid-in-capital 152,715,263 151,636,859
Deferred compensation - -
Accumulated deficit (146,080,143) (145,001,739)
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Total shareholders' equity 6,701,378 6,701,378
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The new financial statements which should be relied upon will be contained in a
Form 10-QSB/A for the quarter ended September 30, 2004, to be filed concurrently
with the filing of this Current Report on Form 8-K.
Complete Description
The foregoing description of the new financial statements is not a complete
summary. You are urged to read the complete document on Form 10-QSB/A for the
quarter ended September 30, 2004, copies of which is being filed concurrently
with the filing of this Current Report on Form 8-K/A and which can be found on
the website of the U.S. Securities and Exchange Commission at www.sec.gov.
Item 8.01 Other Events
In addition to the foregoing, on March 14, 2005 the Company provided preliminary
un-audited results for the quarter and year ended December 31, 2004, as follows:
A net loss of ($3,991,986) and ($12,673,143), respectively, and a loss per share
of ($0.05) and ($0.20) per share. Such amounts included non-cash interest
expense of approximately $1.0 million related to the re-pricing of certain other
warrants that were originally issued in an equity transaction that the Company
had completed in January 2004 as well as the ($594,568) from above in the year
ended figure. For the same reasons stated above, no such charge is required to
be recorded. Accordingly, the Company's preliminary un-audited results are being
revised to remove such charges. These changes revise the company's preliminary
fourth quarter and fiscal year 2004 net losses to ($2,951,173) and
($11,037,766), respectively, a reduction of $1,040,813 and $1,635,381 for each
period and a loss per share of ($0.04) and ($0.17).
Three months ended Twelve months ended
December 31, 2004: December 31, 2004
Previously Previously
Unaudited Statement of Operations Restated Reported Restated Reported
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Net loss ($ 2,951,173) ($ 3,991,986) ($11,037,766) ($12,673,143)
Basic and diluted loss per common share ($ 0.04) ($0.05) ($0.17) ($0.20)
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Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
Exhibit Number Description
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99.1 Letter from Eisner LLP dated as of April 11, 2005.
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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.
eMagin Corporation
Date: April 11, 2005 /s/ Gary W. Jones
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Gary W. Jones
President and Chief Executive Officer
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EXHIBIT 99.1