UNITED STATES
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 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))
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 preparation 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. Accordingly, 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
($3,369,090) and its net loss should have been ($8,086,593). 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 ($0.13),
respectively.
The Company is currently reviewing all non-cash equity related transactions for
2004 and 2003.
Three months ended Nine months ended
September 30, 2004 September 30, 2004:
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Previously Previously
Unaudited Statement of Operations Restated Reported Restated Reported
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Other Income (expense) $ 26,007 ($ 568,561) ($ 3,369,090) ($3,963,658)
Net loss ($1,754,899) ($ 2,349,467) ($ 8,086,593) ($8,681,161)
Basic and diluted loss per common share ($0.03) ($0.04) ($0.13) ($0.14)
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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.
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)
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 may be found on the website of
the U.S. Securities and Exchange Commission at www.sec.gov., filed concurrently
with the filing of this Current Report on Form 8-K.
On March 25, 2005, we issued a press release announcing the new financial
statements. A copy of this press release has been filed with this Current Report
on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
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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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: March 25, 2005 /s/ Gary W. Jones
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Gary W. Jones
President and Chief Executive Officer
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