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):
December 20, 2002
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 of (Commission File Number) (I.R.S. Employer Identification
Incorporation) 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.
eMagin Corporation ("eMagin" or the "Company") and The Travelers Insurance
Company ("Travelers") entered into an eleventh 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 December 31, 2002 to January 31, 2003.
In addition, eMagin and Mr. Mortimer D.A. Sackler ("Sackler") entered into
a fifth 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 fifth
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 December
20, 2002 to January 31, 2003.
In addition, eMagin and Ginola Limited ("Ginola"), an assignee of Rainbow
Gate Corporation, entered into a fifth 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 December 20, 2002
to January 31, 2003.
Further, eMagin and Mr. Jack Rivkin ("Rivkin") entered into a fifth
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
December 31, 2002 to January 31, 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.
ITEM 7. EXHIBITS.
Exhibit
Number Description
10.1 Amendment No. 11 to Convertible Promissory Note dated as of
December 31, 2002.
10.2 Amendment No. 5 to Secured Promissory Note dated as of
December 20, 2002.
10.3 Amendment No. 5 to the Secured Convertible Promissory Notes
dated as of December 20, 2002.
10.4 Amendment No. 5 to the Secured Convertible Promissory Note
dated as of December 20, 2002.
10.5 Amendment No. 5 to Convertible Promissory Note dated as of
December 23, 2002.
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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
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Name: Gary W. Jones
Title: President and Chief Executive Officer
Dated: January 8, 2003