SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
February 6, 2003
eMagin Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-24757 88-0378451
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
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)
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ITEM 5. OTHER EVENTS.
eMagin Corporation ("eMagin" or the "Company") and The Travelers
Insurance Company ("Travelers") entered into an amendment agreement to amend and
extend the maturity date of the Convertible Promissory Note (the "Travelers
Convertible Note") dated August 20, 2001, issued under the Note Purchase
Agreement entered into as of August 20, 2001 by and between eMagin and
Travelers. The amendment agreement extends the maturity date of the Travelers
Convertible Note from January 31, 2003 to February 28, 2003.
In addition, eMagin and Mr. Mortimer D.A. Sackler ("Sackler") entered
into a sixth amendment agreement to amend and extend the maturity date of the
Secured Promissory Note (the "Sackler Secured Note") dated June 20, 2002, issued
under the Secured Note Purchase Agreement entered into as of June 20, 2002, by
and between eMagin and Sackler. As well, eMagin and Sackler entered into a
fourth amendment agreement to amend and extend the maturity date of the Secured
Convertible Promissory Notes (the "Sackler Secured Convertible Notes"), issued
under the Secured Note Purchase Agreement entered into as of November 27, 2001,
by and between eMagin and Sackler, as amended by the Omnibus Amendment, Waiver
and Consent Agreement dated January 14, 2002, and the Subscription Agreements
dated January 14, 2002. The amendment agreements extends the maturity date of
the Sackler Secured Note and the Sackler Secured Convertible Notes from January
31, 2003 to March 30, 2003.
In addition, eMagin and Ginola Limited ("Ginola"), an assignee of
Rainbow Gate Corporation, entered into a sixth amendment agreement to amend and
extend the maturity date of the Secured Convertible Promissory Note (the "Ginola
Secured Convertible Note") dated November 27, 2002, issued under the Secured
Note Purchase Agreement entered into as of November 27, 2001, by and between
eMagin and Rainbow Gate Corporation, as amended by the Omnibus Amendment, Waiver
and Consent Agreement dated January 14, 2002. The amendment agreement extends
the maturity date of the Ginola Secured Convertible Note from January 31, 2003
to March 30, 2003.
Further, eMagin and Mr. Jack Rivkin ("Rivkin") entered into a sixth
amendment agreement to amend and extend the maturity date of the Secured
Convertible Promissory Note (the "Rivkin Secured Convertible Note") dated
November 27, 2001, issued under the Secured Note Purchase Agreement entered into
as of November 27, 2001 by and between eMagin and Rivkin. The amendment
agreement extends the maturity date of the Rivkin Secured Convertible Note from
January 31, 2003 to June 30, 2003.
The foregoing description is only a summary of the transactions
described and is qualified in its entirety by the amendments to the notes
attached as exhibits to this Form 8-K, which exhibits are incorporated herein by
reference.
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ITEM 7. EXHIBITS.
Exhibit
Number Description
10.1 Amendment No. 12 to Convertible Promissory Note dated as of
January 31, 2003.
10.2 Amendment No. 6 to Secured Promissory Note dated as of
January 31, 2003.
10.3 Amendment No. 6 to the Secured Convertible Promissory Notes
dated as of January 31, 2003.
10.4 Amendment No. 6 to the Secured Convertible Promissory Note
dated as of January 31, 2003.
10.5 Amendment No. 6 to Secured Convertible Promissory Note dated
as of January 31, 2003.
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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
----------------------------------------------
Name: Gary W. Jones
Title: President and Chief Executive Officer
Dated: February 6, 2003
[The remainder of this page is intentionally left blank]
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Exhibit 10.1
AMENDMENT NO. 12 TO CONVERTIBLE PROMISSORY NOTE
AMENDMENT NO. 11 TO CONVERTIBLE PROMISSORY NOTE (this "Agreement"), dated as of
January 31, 2003, by and between eMagin Corporation, a Delaware corporation (the
"Borrower") and The Travelers Insurance Company (the "Lender"), each a party to
the Note Purchase Agreement (the "Note Purchase Agreement") entered into as of
August 20, 2001 and a Convertible Promissory Note (the "Note") dated August 20,
2001, as amended to date. All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided to such terms in the
Note.
W I T N E S S E T H :
WHEREAS, the parties wish to amend the Note to extend its maturity date;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
ARTICLE ONE
AMENDMENT TO NOTE
SECTION 1.1 Amendment to Note. By executing this Agreement, the Borrower and the
Lender hereby agree and acknowledge that Section 1 of the Note is hereby amended
by deleting "January 31, 2003" and inserting in the place of such deletion "
February 28, 2003."
ARTICLE TWO
MISCELLANEOUS
SECTION 2.1 Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered (including delivery by way of
facsimile) shall be an original, but all of which shall together constitute one
and the same instrument. A complete set of counterparts shall be lodged with the
Borrower.
SECTION 2.2 Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York, excluding
conflict of law principles that would cause the application of laws of any other
jurisdiction.
SECTION 3.3 Effective Date. This Agreement shall become effective (the
"Effective Date") as of the date first referenced above.
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SECTION 3.4 Effect of Amendment. From and after the Effective Date, the
Note and all references to the Note pursuant to the Note Purchase Agreement and
the other documents referenced therein shall be deemed to be references to the
Note as modified hereby. This Agreement is limited as specified and shall not
constitute a modification, amendment, acceptance or waiver of any other
provision of the Note, the Note Purchase Agreement or any other document
referenced therein or herein.
SECTION 3.5 Headings. The article, section and subsection headings in
this Agreement are for convenience only and shall not constitute a part of this
Agreement for any other purpose and shall not be deemed to limit or affect any
of the provisions hereof.
SECTION 3.6 Further Assurances. From and after the
date of this Agreement, upon the request of any party hereto, each party shall
execute and deliver such instruments, documents and other writings as may be
reasonably necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement.
2
IN WITNESSES WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.
BORROWER:
eMAGIN CORPORATION
By:
-----------------------------------------
Name:
Title:
LENDER:
THE TRAVELERS INSURANCE COMPANY
AMENDMENT NO. 6 TO THE SECURED PROMISSORY NOTE
AMENDMENT NO. 6 TO THE SECURED PROMISSORY NOTE (this
"Agreement"), dated as of January 31, 2003, by and between eMAGIN CORPORATION, a
Delaware corporation (the "Borrower") and Mr. Mortimer D.A. Sackler (the
"Lender"), each a party to the Secured Note Purchase Agreement entered into as
of June 20, 2002 (the "Purchase Agreement") pursuant to which a Secured
Promissory Note was issued in the principal amount of $200,000 (the "Note"). All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided to such terms in the Note.
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W I T N E S S E T H :
WHEREAS, the parties wish to amend the Note to extend its maturity date;
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
ARTICLE ONE
AMENDMENT TO NOTE
SECTION 1.1 Amendment to Note. By executing this Agreement, the
Borrower and the Lender hereby agree and acknowledge as follows:
(a) Section 1 of the Note is hereby amended by deleting "January 31,
2003" from such section and inserting "March 31, 2003" in the place of such
deletion.
ARTICLE TWO
MISCELLANEOUS
SECTION 2.1 Counterparts.This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered (including
delivery by way of facsimile) shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Borrower.
SECTION 2.2 Governing Law. This Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the State of New
York, excluding conflict of law principles that would cause the application of
laws of any other jurisdiction.
SECTION 2.3 Effective Date. This Agreement shall become
effective (the "Effective Date") as of the date first referenced above.
SECTION 2.4 Effect of Amendment. From and after the Effective
Date, the Note and all references to the Note pursuant to the Note Purchase
Agreement and the other documents referenced therein shall be deemed to be
references to the Note as modified hereby. This Agreement is limited as
specified and shall not constitute a modification, amendment, acceptance or
waiver of any other provision of the Note, the Note Purchase Agreement or any
other document referenced therein or herein.
SECTION 2.5 Headings. The article, section and subsection
headings in this Agreement are for convenience only and shall not constitute a
part of this Agreement for any other purpose and shall not be deemed to limit or
affect any of the provisions hereof.
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SECTION 2.6 Further Assurances. From and after the date of
this Agreement, upon the request of any party hereto, each party shall execute
and deliver such instruments, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Agreement.
[Remainder of page intentionally left blank]
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IN WITNESSES WHEREOF, the parties hereto have caused their
duly authorized officers to execute and deliver this Agreement as of the date
first above written.
BORROWER:
eMAGIN CORPORATION
By:
-----------------------------------------
Name:
Title:
LENDER:
--------------------------------------------
MORTIMER D.A. SACKLER
AMENDMENT NO. 6 TO THE SECURED CONVERTIBLE PROMISSORY NOTES
AMENDMENT NO. 6 TO THE SECURED CONVERTIBLE PROMISSORY NOTES
(this "Agreement"), dated as of January 31, 2003, by and between eMAGIN
CORPORATION, a Delaware corporation (the "Borrower") and Mr. Mortimer D.A.
Sackler (the "Lender"), each a party to the Secured Note Purchase Agreement
entered into as of November 27, 2001, as amended by the Omnibus Amendment,
Waiver and Consent Agreement dated January 14, 2002, and the Subscription
Agreements dated January 14, 2002 (collectively, the "Purchase Agreements")
pursuant to which three Secured Convertible Promissory Notes were issued in the
aggregate principal amount of $1,200,000 (collectively the "Notes", and each
individually the "Note"). All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided to such terms in the
Notes.
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W I T N E S S E T H :
WHEREAS, the parties wish to amend each Note to extend its maturity date;
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
ARTICLE ONE
AMENDMENT TO THE NOTES
SECTION 1.1 Amendment to Note. By executing this Agreement, the
Borrower and the Lender hereby agree and acknowledge as follows:
(a) Section 1 of each Note is hereby amended by deleting "January 31,
2003" from such section and inserting "March 31, 2003" in the place of such
deletion.
ARTICLE TWO
MISCELLANEOUS
SECTION 2.1 Counterparts.This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered (including
delivery by way of facsimile) shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Borrower.
SECTION 2.2 Governing Law. This Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the State of New
York, excluding conflict of law principles that would cause the application of
laws of any other jurisdiction.
SECTION 2.3 Effective Date. This Agreement shall become
effective (the "Effective Date") as of the date first referenced above.
SECTION 2.4 Effect of Amendment. From and after the Effective
Date, the Notes and all references to the Notes pursuant to the Note Purchase
Agreements and the other documents referenced therein shall be deemed to be
references to the Notes as modified hereby. This Agreement is limited as
specified and shall not constitute a modification, amendment, acceptance or
waiver of any other provision of the Notes, the Note Purchase Agreements or any
other document referenced therein or herein.
SECTION 2.5 Headings. The article, section and subsection
headings in this Agreement are for convenience only and shall not constitute a
part of this Agreement for any other purpose and shall not be deemed to limit or
affect any of the provisions hereof.
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SECTION 2.6 Further Assurances. From and after the date of
this Agreement, upon the request of any party hereto, each party shall execute
and deliver such instruments, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Agreement.
[Remainder of page intentionally left blank]
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IN WITNESSES WHEREOF, the parties hereto have caused their
duly authorized officers to execute and deliver this Agreement as of the date
first above written.
BORROWER:
eMAGIN CORPORATION
By:
-----------------------------------------
Name:
Title:
LENDER:
-----------------------------------------
MORTIMER D.A. SACKLER
AMENDMENT NO. 6 TO THE SECURED CONVERTIBLE PROMISSORY NOTE
AMENDMENT NO. 6 TO THE SECURED CONVERTIBLE PROMISSORY NOTE
(this "Agreement"), dated as of January 31, 2003, by and between eMAGIN
CORPORATION, a Delaware corporation (the "Borrower") and Ginola Limited, an Isle
of Man company (assignee of Rainbow Gate Corporation) (the "Lender"), each a
party to the Secured Note Purchase Agreement entered into as of November 27,
2001, as amended by the Omnibus Amendment, Waiver and Consent Agreement dated
January 14, 2002 (the "Purchase Agreement") pursuant to which a Secured
Convertible Promissory Note was issued in the principal amount of $300,000 (the
"Note"). All capitalized terms used herein and not otherwise defined herein
shall have the respective meanings provided to such terms in the Note.
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W I T N E S S E T H :
WHEREAS, the parties wish to amend the Note to extend its maturity date;
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
ARTICLE ONE
AMENDMENT TO NOTE
SECTION 1.1 Amendment to Note. By executing this Agreement, the
Borrower and the Lender hereby agree and acknowledge as follows:
(a) Section 1 of the Note is hereby amended by deleting "January 31,
2003" from such section and inserting "March 31, 2003" in the place of such
deletion.
ARTICLE TWO
MISCELLANEOUS
SECTION 2.1 Counterparts.This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered (including
delivery by way of facsimile) shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Borrower.
13
SECTION 2.2 Governing Law. This Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the State of New
York, excluding conflict of law principles that would cause the application of
laws of any other jurisdiction.
SECTION 2.3 Effective Date. This Agreement shall become
effective (the "Effective Date") as of the date first referenced above.
SECTION 2.4 Effect of Amendment. From and after the Effective
Date, the Note and all references to the Note pursuant to the Note Purchase
Agreement and the other documents referenced therein shall be deemed to be
references to the Note as modified hereby. This Agreement is limited as
specified and shall not constitute a modification, amendment, acceptance or
waiver of any other provision of the Note, the Note Purchase Agreement or any
other document referenced therein or herein.
SECTION 2.5 Headings. The article, section and subsection
headings in this Agreement are for convenience only and shall not constitute a
part of this Agreement for any other purpose and shall not be deemed to limit or
affect any of the provisions hereof.
SECTION 2.6 Further Assurances. From and after the date of
this Agreement, upon the request of any party hereto, each party shall execute
and deliver such instruments, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Agreement.
[Remainder of page intentionally left blank]
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IN WITNESSES WHEREOF, the parties hereto have caused their
duly authorized officers to execute and deliver this Agreement as of the date
first above written.
BORROWER:
eMAGIN CORPORATION
By:
----------------------------------------
Name:
Title:
LENDER:
GINOLA LIMITED
By:
----------------------------------------
Name:
Title:
AMENDMENT NO. 6 TO CONVERTIBLE PROMISSORY NOTE
AMENDMENT NO. 6 TO SECURED CONVERTIBLE PROMISSORY NOTE (this
"Agreement"), dated as of January 31, 2003, by and between eMAGIN CORPORATION, a
Delaware corporation (the "Borrower") and Jack Rivkin (the "Lender"), each a
party to the Secured Note Purchase Agreement (the "Note Purchase Agreement")
entered into as of November 27, 2001 and a Secured Convertible Promissory Note
(the "Note") dated November 27, 2001. All capitalized terms used herein and not
otherwise defined herein shall have the respective meanings provided to such
terms in the Note.
W I T N E S S E T H :
WHEREAS, the parties wish to amend the Note to extend its maturity date;
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NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
ARTICLE ONE
AMENDMENT TO NOTE
SECTION 1.1 Amendment to Note. By executing this Agreement, the
Borrower and the Lender hereby agree and acknowledge that Section 1 of the Note
is hereby amended by deleting "January 31, 2003" and inserting in the place of
such deletion "June 30, 2003."
ARTICLE TWO
MISCELLANEOUS
SECTION 2.1 Counterparts.This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered (including
delivery by way of facsimile) shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Borrower.
SECTION 2.2 Governing Law. This Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the State of New
York, excluding conflict of law principles that would cause the application of
laws of any other jurisdiction.
SECTION 2.3 Effective Date. This Agreement shall become
effective (the "Effective Date") as of the date first referenced above.
SECTION 2.4 Effect of Amendment. From and after the Effective
Date, the Note and all references to the Note pursuant to the Note Purchase
Agreement and the other documents referenced therein shall be deemed to be
references to the Note as modified hereby. This Agreement is limited as
specified and shall not constitute a modification, amendment, acceptance or
waiver of any other provision of the Note, the Note Purchase Agreement or any
other document referenced therein or herein.
SECTION 2.5 Headings. The article, section and subsection
headings in this Agreement are for convenience only and shall not constitute a
part of this Agreement for any other purpose and shall not be deemed to limit or
affect any of the provisions hereof.
SECTION 2.6 Further Assurances. From and after the date of
this Agreement, upon the request of any party hereto, each party shall execute
and deliver such instruments, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Agreement.
16
IN WITNESSES WHEREOF, the parties hereto have caused their
duly authorized officers to execute and deliver this Agreement as of the date
first above written.
BORROWER:
eMAGIN CORPORATION
By:
----------------------------------------
Name:
Title:
LENDER:
Jack Rivkin
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