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):
June 28, 2002
eMagin Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-24757 56-1764501
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of Incorporation) File Number) 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)
ITEM 5. OTHER EVENTS.
On June 20, 2002 (the "Closing Date"), eMagin Corporation ("eMagin") and an
Investor ("Investor") entered into a Secured Note Purchase Agreement (the
"Secured Note Agreement") whereby Investors agreed to lend eMagin $200,000 in
exchange for (i) $200,000 11.00% per annum Secured Promissory Note due on August
30, 2002 (the "Secured Note") and (ii) Warrants (the "Warrants") exercisable for
a period of three (3) years to purchase 300,000 shares of common stock of
eMagin. The Secured Note Agreement provides for eMagin to issue $200,000
aggregate amount of Secured Notes. The proceeds from the Secured Note were
received by eMagin on June 28, 2002.
Interest is payable on the Secured Note at a rate of 11% per annum and is
payable at maturity or on the effective date of an early termination. The full
amount of the Secured Note is secured by (i) a first priority general security
interest in the assets of Virtual Vision, Inc. ("Virtual Vision"), a wholly
owned subsidiary of eMagin, pursuant to a Security Agreement (the "Security
Agreement") dated June 20, 2002 by and between Virtual Vision, Inc., Alligator
Holdings, Inc. ("Alligator") and the Investor; and (ii) a second priority
general security interest in the assets of eMagin pursuant to a Subordinated
Security Agreement (the "Subordinated Security Agreement") dated June 20, 2002,
by and between eMagin Corporation, Alligator and the Investor. Upon a change in
control of eMagin, eMagin may call the Secured Note and purchase all of the
aggregate principal amount of the Secured Note at a price equal to 250% of the
principal amount plus accrued and unpaid interest. If eMagin does not call the
Secured Note within thirty (30) days of the event of a change in control, the
Investors may put the Secured Note to eMagin at a price equal to 250% of the
aggregate principal amount for a period of thirty days following the call
period.
In connection with the issuance of the Warrants, eMagin entered into a
registration rights agreement ("Registration Rights Agreement") dated June 20,
2002, with the Investor, providing the Investor with certain registration rights
under the Securities Act of 1933, as amended, to register for resale the shares
to be issued pursuant to an 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 Secured Note Purchase Agreement, the Secured Promissory Note, the Stock
Purchase Warrant, the Registration Rights Agreement, the Security Agreement and
the Subordinated Security Agreement attached as exhibits to this Form 8-K.
ITEM 7. EXHIBITS.
Exhibit
Number Description
4.1 Secured Note Purchase Agreement entered into as of June 20, 2002,
by and among eMagin Corporation and Investor.
4.2 Secured Promissory Note dated as of June 20, 2002, due August 30,
2002.
4.3 Stock Purchase Warrant dated June 20, 2002, to purchase common
stock of eMagin Corporation.
4.4 Registration Rights Agreement dated June 20, 2002 by and between
eMagin Corporation and Initial Investors.
4.5 Security Agreement dated as of June 20, 2002, by and between
Virtual Vision, Inc., Alligator Holdings, Inc. and the Investor.
4.6 Subordinated Security Agreement dated as of June 20, 2002, by and
between eMagin Corporation, Alligator Holdings, Inc. and the
Investor.
SIGNATURE
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/ Susan Jones
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Name: Susan Jones
Title: Executive Vice President
Dated June 28, 2002.