Unassociated Document
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): October 9,
2006
eMagin
Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-24757
|
56-1764501
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
| |
|
|
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
3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
On
October 9, 2006, eMagin Corporation (the “Company”) received notice from the
American Stock Exchange (the “AMEX”), Listing Qualifications Department, stating
that the Company does not meet certain of the AMEX’s continued listing standards
as set forth in Part 10 of the AMEX Company Guide (the “Company Guide”) and that
the Company has become subject to the continued listing evaluation and follow-up
procedures and requirements of Section 1009 of the Company Guide.
Pursuant
to a review by the AMEX of the Company’s 10-Q for the three and six months ended
June 30, 2006, the AMEX has determined that the Company is not in compliance
with Sections 1003(a)(ii) and 1003(a)(iii) of the Company Guide, respectively,
which state, in relevant part, that the AMEX will
normally consider suspending dealings in, or removing from the list, securities
of a company which
(a)
has
stockholders' equity of less than $4,000,000 if such company has sustained
losses from continuing operations and/or net losses in three of its four most
recent fiscal years;
or (b)
has
stockholders' equity of less than $6,000,000 if such company has sustained
losses from continuing operations and/or net losses in its five most recent
fiscal years, respectively.
The
Company intends to submit a plan on or prior to November 6, 2006 advising the
AMEX of actions that it will take, which may bring it into compliance with
Sections 1003 (a)(ii) and 1003(a)(iii) of the Company Guide within a maximum
of
18 months of receipt of the notice letter. The plan will include specific
milestones, quarterly financial projections, and details relating to any
strategic initiatives the Company plans to complete. The AMEX Listings
Qualifications Department will evaluate the plan, including any supporting
documentation which the Company may submit, and make a determination as to
whether the Company has made a reasonable demonstration in the plan of an
ability to regain compliance with Sections 1003 (a)(ii) and 1003(a)(iii) of
the
Company Guide within a maximum of 18 months of receipt of the notice letter,
in
which case the plan will be accepted. If the plan is accepted, the Company
may
be able to continue listing during the plan of up to 18 months, during which
time the Company will be subject to periodic review to determine if it is making
progress consistent with the plan.
On
October 13, 2006, the Company issued a press release announcing its receipt
of
the AMEX notice. A copy of the press release is incorporated by reference and
filed as Exhibit 99.1 to this report.
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 Securities Act of 1933, as amended,
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.
|
Not
applicable.
| (b) |
Pro
forma financial information.
|
Not
applicable.
| |
|
|
|
Exhibit No.
|
|
Description
|
|
99.1
|
|
Press
release of eMagin Corporation dated as of October 13,
2006.
|
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: October
13, 2006 |
By: |
/s/ John
Atherly |
| |
John
Atherly
|
| |
Chief
Financial Officer
|