SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (a)
(Amendment No. _____________) 1
eMagin Corporation
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(Name of Issuer)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
29076N 10 7
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(CUSIP Number)
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Anthony M. Roncalli, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
(212) 408-5100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 25, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of subsection 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See subsection 240.13d-7
for other parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
[Page 1 of 11]
[Exhibit Index on Page 10 of 11]
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CUSIP No. 29076N 10 7 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stillwater LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a)
[x] (b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 12,655,682 (1)
BENEFICIALLY -----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,655,682
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10 SHARED DISPOSITIVE POWER
1,250,907 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,906,589 (1),(2)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.4%
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14 TYPE OF REPORTING PERSON
OO
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(1) Consists of Issuer's Common Stock and the aggregate number of shares of
the Issuer's Common Stock issuable or realizable upon: (i) conversion
of 9% Secured Convertible Notes dated (a) November 27, 2001 and January
14, 2002, as amended, and (b) April 25, 2003; (ii) conversion of 11%
Secured Note dated June 26, 2002, as amended and restated on April 25,
2003 in order to allow such note to be convertible; (iii) conversion of
Stock Purchase Warrants dated (x) November 27, 2001 and January 14,
2002, as amended and (y) June 26, 2002 and April 25, 2003; and (iv)
exercise of options granted by The Travelers Insurance Company. This
description does not include shares of Common Stock which may be
issuable upon conversion of interest which may accrue from and after
the date of issuance of the notes discussed above until any such
conversion.
(2) The sole member of Stillwater LLC is the investment manager of a
corporation that owns such reported securities.
Page 2 of 11
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CUSIP No. 29076N 10 7 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ginola Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a)
[x] (b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Isle of Man
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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,161,822 (3)
BENEFICIALLY -----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,161,822
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10 SHARED DISPOSITIVE POWER
1,809,104 (4)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,970,926 (3),(4)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
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14 TYPE OF REPORTING PERSON
CO
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(3) Consists of aggregate number of shares of the Issuer's Common Stock
issuable or realizable upon: (i) conversion of 9% Secured Convertible
Note dated (a) November 27, 2001, as amended and (b) April 25, 2003;
(ii) conversion of Stock Purchase Warrants dated (x) November 27, 2001
and January 14, 2002, as amended and (y) April 25, 2003; and (iii)
exercise of options granted by The Travelers Insurance Company. This
description does not include shares of Common Stock which may be
issuable upon conversion of interest which may accrue from and after
the date of issuance of the notes discussed above until any such
conversion.
(4) Consists of shares of Common Stock and warrants owned by trusts and
holding companies with the same directors and/or controlling
shareholders as Ginola Limited. This report shall not be deemed an
admission that Ginola Limited is the beneficial owner of such
securities for purposes of Section 13(d) or 13(g) of the Act.
Page 3 of 11
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CUSIP No. 29076N 10 7
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Item 1. Security and Issuer.
This statement relates to the common stock, $0.001 par value per share (the
"Common Stock"), of eMagin Corporation ("eMagin" or "Issuer"), a corporation
organized under the laws of the State of Delaware. The address of the
principal executive offices of eMagin is 2070 Route 52, Hopewell Junction,
New York 12533.
Item 2. Identity and Background.
This statement is filed on behalf of the following entities:
(i) Stillwater LLC, a Delaware limited liability company ("Stillwater")
15 East 62nd Street
New York, New York 10021
(ii) Ginola Limited, a company organized in Isle of Man ("Ginola" and,
together with Stillwater, the "Reporting Persons")
c/o Ogier Fiduciary Services Limited
Don Street St Helier
Jersey, Channel Islands JE4 9WG
Mortimer D.A. Sackler (the "Member") is the sole member of Stillwater.
Mortimer D. Sackler, M.D. is the sole shareholder of Ginola.
Schedule I attached hereto sets forth certain additional information with
respect to each director and executive officer of the Reporting Persons.
To the knowledge of the Reporting Persons, during the last five years neither
the Reporting Persons nor any of the persons listed on Schedule I or named in
this Item 2, has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Common Stock, notes, options and warrants (the "Securities") beneficially
owned and/or held directly by Stillwater were acquired by Stillwater as
follows:
(i) the Member contributed the following Securities (Member's original
aggregate purchase price for such Securities was $1,450,000.33) into the
working capital of Stillwater pursuant to an assignment and assumption
agreement dated as of April 25, 2003:
1. Secured Convertible 9% Promissory Note issued by eMagin dated
November 27, 2001, as amended, in the principal amount of $200,000;
2. Secured Convertible 9% Promissory Note issued by eMagin dated
January 14, 2002, as amended, in the principal amount of $300,000;
Page 4 of 11
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CUSIP No. 29076N 10 7
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3. Secured Convertible 9% Promissory Note issued by eMagin dated
January 14, 2002, as amended, in the principal amount of $700,000;
4. 91,425 shares of eMagin's Common Stock;
5. Stock Purchase Warrant issued by eMagin dated January 14, 2002 to
purchase 114,055 shares of eMagin's Common Stock;
6. Stock Purchase Warrant issued by eMagin dated January 14, 2002 to
purchase 797,873 shares of eMagin's Common Stock;
7. Stock Purchase Warrant issued by eMagin dated January 14, 2002 to
purchase 364,428 shares of eMagin's Common Stock;
8. Secured Promissory 11% Note issued by eMagin dated June 20, 2002, as
amended, in the principal amount of $200,000; and
9. Stock Purchase Warrant issued by eMagin dated June 20, 2002 to
purchase 300,000 shares of eMagin's Common Stock;
and
(ii) pursuant to secured note investments in eMagin committed by Stillwater
on April 25, 2003 using its working capital funds as follows:
1. Secured Convertible 9% Promissory Notes to be issued by eMagin in
the aggregate principal amount of $2,600,000;
2. Stock Purchase Warrant issued by eMagin dated April 25, 2003 to
purchase 3,358,300 shares of eMagin's Common Stock; and
3. Options to purchase 1,733,335 shares of eMagin's Common Stock from
The Travelers Insurance Company pursuant to agreements dated April 24, 2003
and April 25, 2003.
The Securities beneficially owned and/or held directly by Ginola were
acquired by Ginola as follows:
(i) Mortimer D. Sackler, M.D. transferred to Ginola the following Securities
for the aggregate purchase price of $312,900 from Ginola's working capital on
May 17, 2002:
1. Secured Convertible 9% Promissory Note issued by eMagin dated
November 27, 2001, in the principal amount of $300,000;
2. Stock Purchase Warrant issued by eMagin dated November 27, 2001 to
purchase 123,288 shares of eMagin's Common Stock; and
3. Stock Purchase Warrant issued by eMagin dated January 14, 2002 to
purchase 218,657 shares of eMagin's Common Stock;
and
Page 5 of 11
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CUSIP No. 29076N 10 7
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(ii) pursuant to secured note investments in eMagin committed by Ginola on
April 25, 2003 using its working capital funds as follows:
1. Secured Convertible 9% Promissory Notes to be issued by eMagin in
the aggregate principal amount of $1,000,000;
2. Stock Purchase Warrant issued by eMagin dated April 25, 2003 to
purchase 1,291,651 shares of eMagin's Common Stock; and
3. Options to purchase 666,667 shares of eMagin's Common Stock from The
Travelers Insurance Company pursuant to agreements dated April 24, 2003 and
April 25, 2003.
Item 4. Purpose of Transaction.
As described in Item 3 above, on April 25, 2003 (i) Stillwater acquired
Securities of eMagin from the Member and (ii) Stillwater and Ginola (x) made
new separate secured convertible note and stock purchase warrant investments
in eMagin pursuant to a Global Restructuring and Secured Note Purchase
Agreement, dated April 25, 2003 by and among eMagin, the Reporting Persons
and certain other accredited and institutional investors (the "Note Purchase
Agreement") and (y) separately acquired options to purchase additional shares
of eMagin's Common Stock from The Travelers Insurance Company. Such
transactions were effected in order to assist eMagin in continuing its
operations as a developer of virtual imaging technology.
Each Reporting Person acquired the Securities of eMagin as an investment and
holds them in the ordinary course of business and not with the purpose or
effect of changing the control of eMagin.
Each Reporting Person intends to review its investment on a regular basis and
as a result thereof may at any time or from time to time, acquire additional
Securities of eMagin or dispose of all or a portion of any Securities of
eMagin in the open market or otherwise. Any such acquisition or disposition
would be made in compliance with all applicable laws and regulations.
The above description of the Securities acquired pursuant to such Note
Purchase Agreement and related transaction documents is not complete and is
subject to the terms of the applicable agreements and transaction documents
attached as exhibits to eMagin's Form 8-K filings dated November 27, 2001,
January 14, 2002, June 28, 2002 and April 28, 2003, and such exhibits are
incorporated herein by reference.
Although the foregoing represents the range of activities currently
contemplated by the Reporting Persons with respect to eMagin, it should be
noted that the possible activities of the Reporting Persons are subject to
change at any time.
Except as set forth above, none of the Reporting Persons has any present
plans or proposals which relate to or would result in any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Page 6 of 11
Item 5. Interest in Securities of the Issuer.
Common Stock Percent
Beneficially Owned of Class
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(a) Stillwater (1) 13,906,589 29.4%
Ginola (3) 5,970,926 14.9%
Common Stock Percent
(b) Stillwater Beneficially Owned of Class
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Sole Voting Power (1) 12,655,682 26.8%
Shared Voting Power - 0 - 0%
Sole Dispositive Power (1) 12,655,682 26.8%
Shared Dispositive Power (2) 1,250,907 2.6%
Common Stock Percent
Ginola Beneficially Owned of Class
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Sole Voting Power (3) 4,161,822 10.4%
Shared Voting Power - 0 - 0%
Sole Dispositive Power (3) 4,161,822 10.4%
Shared Dispositive Power (4) 1,809,104 4.5%
(c) Other than the transactions in the Securities of eMagin effected by the
Reporting Persons and discussed in Item 3 above, which transactions are
incorporated herein by reference, no other transactions in the securities
of eMagin have been effected during the past 60 days by either the
Reporting Persons or the persons identified on Schedule I.
(d) Not applicable.
(e) Not applicable.
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(1) Consists of Issuer's Common Stock and the aggregate number of shares of
the Issuer's Common Stock issuable or realizable upon: (i) conversion
of 9% Secured Convertible Notes dated (a) November 27, 2001 and January
14, 2002, as amended, and (b) April 25, 2003; (ii) conversion of 11%
Secured Note dated June 26, 2002, as amended and restated on April 25,
2003 in order to allow such note to be convertible; (iii) conversion of
Stock Purchase Warrants dated (x) November 27, 2001 and January 14,
2002, as amended and (y) June 26, 2002 and April 25, 2003; and (iv)
exercise of options granted by The Travelers Insurance Company. This
description does not include shares of Common Stock which may be
issuable upon conversion of interest which may accrue from and after
the date of issuance of the notes discussed above until any such
conversion.
(2) The sole member of Stillwater LLC is the investment manager of a
corporation that owns such reported securities.
(3) Consists of aggregate number of shares of the Issuer's Common Stock
issuable or realizable upon: (i) conversion of 9% Secured Convertible
Note dated (a) November 27, 2001, as amended and (b) April 25, 2003;
(ii) conversion of Stock Purchase Warrants dated (x) November 27, 2001
and January 14, 2002, as amended and (y) April 25, 2003; and (iii)
exercise of options granted by The Travelers Insurance Company. This
description does not include shares of Common Stock which may be
issuable upon conversion of interest which may accrue from and after
the date of issuance of the notes discussed above until any such
conversion.
(4) Consists of shares of Common Stock and warrants owned by trusts and
holding companies with the same directors and/or controlling
shareholders as Ginola. This report shall not be deemed an admission
that Ginola is the beneficial owner of such securities for purposes of
Section 13(d) or 13(g) of the Act.
Page 7 of 11
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CUSIP No. 29076N 10 7
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Mortimer D.A. Sackler, the sole member of Stillwater, is the son of Mortimer
D. Sackler, M.D., the sole shareholder of Ginola. Such individuals do not
share the same residence and each Reporting Person hereby disclaims being a
member of a group and also disclaims the beneficial ownership of the
securities in eMagin beneficially owned and/or held by the other Reporting
Person. This report shall not be deemed an admission by either Reporting
Person that such Reporting Person is a member of a group or that such
Reporting Person is the beneficial owner of securities beneficially owned
and/or held by the other Reporting Person for purposes of Sections 13(d) and
13(g) of the Act or any other purpose.
A joint filing agreement among the Reporting Persons with respect to the
filing of this Schedule 13D and any amendments thereto is attached hereto as
Exhibit 1.
Item 7. To Be Filed as Exhibits.
Exhibit Description Page
No. ----------- ----
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1 Agreement of Reporting Persons to 11
file joint statement on Schedule 13D
Signatures
After reasonable inquiry and to the best knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: May 5, 2003
STILLWATER LLC
By: /s/ Mortimer D.A. Sackler
---------------------------------
Name: Mortimer D.A. Sackler
Title: President
GINOLA LIMITED
By: /s/ Emma de Ste. Croix
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Name: Emma de Ste. Croix
Title: Alternate Director
Page 8 of 11
SCHEDULE I
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CUSIP No. 29076N 10 7
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Directors & Executive Officers
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of the Reporting Persons
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Stillwater LLC
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NAME/TITLE BUSINESS ADDRESS CITIZENSHIP/OCCUPATION
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Mortimer D.A. Sackler 15 East 62nd Street United States/
Sole Member, Manager, New York, New York Executive
President, and 10021
Secretary
Ginola Limited
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NAME/TITLE BUSINESS ADDRESS CITIZENSHIP/OCCUPATION
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Jonathan G. White Ogier & Le Masurier United Kingdom/
Director Whiteley Chambers Attorney
Don Street, St. Helier
Jersey JE4 9WG
Channel Islands
Steven A. Meiklejohn Ogier & Le Masurier United Kingdom/
Director, Vice Whiteley Chambers Attorney
President, Don Street, St. Helier
Treasurer Jersey JE4 9WG
Channel Islands
Jorg Fischer Revinova Treuhand A.G. Switzerland/
Director, Secretary Im Tiergarten 7 Accountant
Postfach 770
8055 Zurich
Switzerland
Emma de Ste. Croix Ogier & Le Masurier United Kingdom/
Alternate Director Whiteley Chambers Attorney
Don Street, St. Helier
Jersey JE4 9WG
Channel Islands
Dr. Mortimer D. Sackler Chalet Chouette Austria/
Sole Shareholder Oberbort Executive
CH-3780
Gstaad, Switzerland
Page 9 of 11
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CUSIP No. 29076N 10 7
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EXHIBITS TO SCHEDULE 13D
(Rule 13d-101)
for
EMAGIN CORPORATION
Common Stock, $0.001 par value per share
CUSIP Number: 29076N 10 7
EXHIBIT INDEX
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Exhibit No. Description Page
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1 Agreement of Reporting Persons to file 11
joint statement on Schedule 13D
Page 10 of 11
EXHIBIT 1
JOINT FILING AGREEMENT
Dated as of May 5, 2003
This will confirm the agreement by and among all the undersigned that
the Schedule 13D filed on or about this date and any amendments thereto
(the "Schedule 13D") with respect to beneficial ownership by the
undersigned of shares of the Common Stock, par value $0.001 per share, of
eMagin Corporation is being filed on behalf of each of the undersigned in
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended (the "Act"). Each of the undersigned persons hereby disclaims
being a member of a group and also disclaims beneficial ownership of the
securities in eMagin Corporation beneficially owned and/or held by the
other person. The information set forth in the Schedule 13D shall not be
deemed an admission by either of the undersigned persons that such person
is a member of a group or that such person is the beneficial owner of
securities beneficially owned and/or held by the other undersigned person
for purposes of Sections 13(d) and 13(g) of the Act or any other purpose.
This agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement
as of date first written above.
STILLWATER LLC
By: /s/Mortimer D.A. Sackler
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Name: Mortimer D.A. Sackler
Title: President
GINOLA LIMITED
By: /s/ Emma de Ste. Croix
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Name: Emma de Ste. Croix
Title: Alternate Director
Page 11 of 11