UNITED STATES
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 14, 2004
eMagin Corporation
(Exact name of registrant as specified in its charter)
Delaware 000-24757 56-1764501
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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Registrant's telephone number, including area code (845)-838-7900
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 1.01 Entry into a Material Definitive Agreement.
On December 14, 2004, eMagin Corporation ("eMagin" or the "Company") finalized their agreement with respect to a Fourth Amendment to Lease (the "Lease") with International Business Machines Corporation (the "Landlord") covering the premises located at the Hudson Valley Research Park, 2070 Route 52, Hopewell Junction, New York 12533. The Lease, which is effective as of June 1, 2004 and further amends the Lease dated May 28, 1999 (as previously amended by the First Amendment to Lease dated July 9, 1999, the Second Amendment to Lease dated January 29, 2001 and the Third Amendment to Lease dated May 28, 2002), covers approximately 40,000 square feet of space which includes 30,000 square feet of space which houses the Company's equipment for OLED microdisplay fabrication, its research and development, plus additional space for assembly operations and storage. Approximately 10,000 square feet of space is used for the Company's administrative offices. The lease renewal covers a five-year term expiring May 31, 2009 and carries an average monthly rent of $74,088 plus expenses.
After May 31, 2007, the Landlord may, at its sole discretion, grant the Company an option to extend the term of the Lease for all or part of the premises for a two (2) year period. In addition, the Company has deposited with the Landlord $150,000 as security for faithful performance by the Company with respect to its obligations under the Lease, including, but not limited to, the payment of rent. If there is any default by the Company pursuant to the Lease, the Landlord may use, apply or retain such security deposit for the payment of rent for which the Company is in default or may be required to expend by reason of the Company's default pursuant to any other provision of the Lease. If the Company complies with all provisions of the Lease, the security deposit will be credited towards the Company's payment of the April 1, 2009 and May 1, 2009 rent.
Item 2.03 Creation of a Direct Financial Obligation.
See Item 1.01 above and Item 3.02 below.
Item 3.02 Unregistered Sales of Equity Securities.
In accordance with American Stock Exchange requirement 711, on December 15, 2004 the Company issued a press release announcing the issuance of inducement option compensation awards to new employees of eMagin Corporation. The options are to purchase an aggregate total of 1,223,000 shares, vesting over five years at per share prices ranging from $1.21 to $1.69.
A copy of this press release has been filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01 Other Events.
On December 20, 2004, the Company issued a press release announcing the confirmation from the American Stock Exchange (the "AMEX") that the Company has evidenced compliance with the requirements necessary for continued listing on the AMEX. In addition, the Company was advised that it has become subject to the provisions of Section 1009(h) of the AMEX Company Guide, which states that if the Company is again determined to be below the continued listing standards within twelve months of the end of its plan, the AMEX staff will examine the relationship between the two incidents of falling below continued listing standards and re-evaluate the Company's method of financial recovery from the first incident. The AMEX will then take appropriate action, which, depending upon the circumstances, may include truncating its review procedures or immediately initiating delisting procedures.
A copy of this press release has been filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
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4.1 Fourth Amendment to Lease by and between eMagin Corporation and
International Business Machines Corporation.
99.1 Press Release of eMagin Corporation dated December 20, 2004,
announcing the Fourth Amendment to Lease, the issuance of inducement
grants to new employees of eMagin Corporation, and the American Stock
Exchange's confirmation that eMagin Corporation evidenced compliance
with continued listing requirements.
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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: December 20, 2004 /s/ Gary W. Jones
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Gary W. Jones
President and Chief Executive Officer
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IBM
International Business Machines Corporation 2070 Route 52 Hopewell Junction, NY 12533
November 29, 2004
Mr. Gary W. Jones
President/CEO
eMagin Corporation
2070 Route 52
Hopewell Junction, NY 12533
Subject: Lease dated May 28, 1999, as amended by First Amendment to Lease dated July 09, 1999, Second Amendment to Lease dated January 29, 2001, Third Amendment to Lease dated May 28, 2002 between International Business Machines Corporation, as Landlord, and eMagin Corporation, as Tenant, (collectively, the "Lease") for the premises located at the Hudson Valley Research Park, 2070 Route 52, Hopewell Junction, NY 12533, as such premises are more particularly described in the Lease.
Fourth Amendment to Lease effective as of June 1, 2004
Dear Mr. Jones,
The letter, upon your signed acceptance, amends the above referenced Lease between IBM and eMagin Corporation for the Premises located at the Hudson Valley Research Park in Hopewell Junction, NY. The Lease shall be amended as follows ("Amendment 4") and shall be effective as of June 1, 2004:
Replace "Exhibit A1" dated 6-01-02 in its entirety with "Exhibit A1".
Replace "Exhibit A2" dated 6-01-02 in its entirety with "Exhibit A2".
Replace "Exhibit A3" dated 6-01-02 in its entirety with "Exhibit A3".
Replace "Exhibit B" dated 9-15-99 in its entirety with "Exhibit B".
Replace "Schedule A" dated 6-01-02 in its entirety with "Schedule A".
Replace "Schedule B" dated 6-01-02 in its entirety with "Schedule B".
Replace "Schedule D" dated 6-01-99 in its entirety with "Schedule D".
Paragraph 4(a): Shall be amended by changing the expiration date from May 31, 2004 to May 31, 2009. The term of this Lease (herein called the "Term") shall be for a period of five (5) years, to commence on June 1, 2004 (the "Commencement Date"), and shall expire on May 31, 2009 unless sooner terminated as hereinafter provided.
Paragraph 4(c): The first sentence shall be deleted in its entirety and replaced
with "After May 31, 2007 the Landlord at its sole discretion may grant the
Tenant an option to extend the Term for all or any part of the Premises for one
(1), two (2) year period subject to and upon the provisions set forth in this
subparagraph and subject to a Rent to be determined by the Landlord in its sole
discretion.
Paragraph 28 (a): The first sentence shall be deleted in it entirety and replaced with "Commencing as of June 1, 2004 and continuing thereafter throughout the Term the Landlord shall provide the Tenant with 3 (three) reserved parking spaces and unreserved parking (the "Tenant's Parking Spaces") as outlined on EXHIBIT B.
Paragraph 35, Security Deposit shall be added to the Lease as follows:
(a) The Tenant has deposited with the Landlord the sum of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) as security for the faithful performance and observance by the Tenant of the provisions of this Lease on its part to be performed. If the Tenant defaults in respect of any of these provisions, including the payment of rent, the Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent for which the Tenant is in default or for any sum which the Landlord may expend or may be required to expend by reason of the Tenant's default in respect of any of these provisions, including any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrued before or after summary proceedings or other reentry by the Landlord. If the Tenant shall fully and faithfully comply with all provisions of this Lease on the Tenant's part to be performed, the security shall be credited toward the payment of rent as described in paragraph (b) hereof. If the Landlord sells or leases the Building, the Landlord shall have the right to transfer the security
to the vendee or lessee and the Landlord shall thereupon be released by the Tenant from all liability for the return of such security. The Tenant agrees to look solely to the new landlord for the return of said security. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new landlord. The Tenant further covenants that it will not assign, pledge or encumber or attempt to assign, pledge or encumber the monies deposited herein as security and that neither the Landlord nor its successors or assigns shall be bound by any such assignment, pledge or encumbrance, or attempted assignment, attempted pledge or attempted encumbrance.
(b) If Tenant is not in Default on March 31, 2009 the security deposit will be credited toward the April 1, 2009 and May 1, 2009 rent payments as shown in Schedule A, Table 1.
Paragraph 36, Use of Rec Center shall be added to the Lease as follows:
A maximum of four (4) of Tenant's employees will be authorized access to the Landlord's Rec Center located on Schenandoah Road, Hopewell Junction, NY, for the sole purpose of use of the parking, locker rooms, exercise rooms, running track, basketball, tennis courts and common areas. Tenant's employees are not authorized to participate in any other activities or sports organized by the Landlord or its employees, guests or invitees.
Please indicate eMagin's acceptance of this Fourth Amendment to Lease by having an authorized representative sign four (4) copies of this letter on behalf of eMagin and return two (2) copies to IBM, Route 100, Somers, NY 10589, Attention: Program Manager, Real Estate Services.
Except as amended herein of this Fourth Amendment to Lease, all the terms and conditions of the Lease shall remain in full force and effect.
Persons signing below certify that they are authorized representatives of their company and empowered to execute this document on behalf of their company.
Very truly yours,
INTERNATIONAL BUSINESS MACHINES CORPORATION
David W. Pfirman
Senior Program Manager, Real Estate Operations
Accepted and Agreed to:
eMagin Corporation
_______________________________ Date __________
Gary W. Jones
President/CEO
cc: Mr. Sujit Ramchand, IBM Area Counsel Ms. Maureen Duffy, IBM General Counsel, Real Estate Services Ms. Debra Durstewitz, Site Operations, East Fishkill
December 16, 2004
Mr. Gary W. Jones
President/CEO
eMagin Corporation
2070 Route 52
Hopewell Junction, NY 12533
Subject: Lease dated May 28, 1999, as amended by First Amendment to Lease dated July 09, 1999, Second Amendment to Lease dated January 29, 2001, Third Amendment to Lease dated May 28, 2002 , Fourth Amendment to Lease effective June 1, 2004 between International Business Machines Corporation, as Landlord, and eMagin Corporation, as Tenant, (collectively, the "Lease") for the premises located at the Hudson Valley Research Park, 2070 Route 52, Hopewell Junction, NY 12533, as such premises are more particularly described in the Lease.
Dear Mr. Jones,
Please replace "Schedule B" in Amendment 4 dated November 29, 2004 with the attached "Schedule B" dated December 16, 2004 in which the negotiated base rent payment schedule shown in Table 1 is correctly shown in Table 2.
Persons signing below certify that they are authorized representatives of their company and empowered to execute this document on behalf of their company.
Very truly yours,
INTERNATIONAL BUSINESS MACHINES CORPORATION
David W. Pfirman
Senior Program Manager, Real Estate Operations
Accepted and Agreed to:
eMagin Corporation
_______________________________ Date __________
Gary W. Jones
President/CEO
cc:
Mr. Sujit Ramchand, IBM Area Counsel
Ms. Maureen Duffy, IBM General Counsel, Real Estate Services
Ms. Debra Durstewitz, Site Operations, East Fishkill
SCHEDULE A
eMagin CORPORATION
Effective Date
BASE RENT COMPUTATION SCHEDULE-- AMEND. 4 06/01/2004
Amend. 3 Amend. 4
Effective Date June 1, 2002 June 1, 2004
NPSF NPSF Rate/SF Annual Rent Monthly Rent
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B310 Storage 10,352 5688 $7.00 $39,816.00 $3,318.00
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B334 Office 8,604 8,604 $17.00 $146,268.00 $12,189.00
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B330C Office 608 608 $17.00 $10,336.00 $861.33
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Dry 7,691 7,691 $18.00 $138,438.00 $11,536.50
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Clean 16,316 16,316 $35.00 $571,060.00 $47,588.33
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Storage 4,376 4,376 $7.00 $30,632.00 $2,552.67
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Total 47,947 43,283 $936,550.00 $78,045.83
Average Rent/NPSF $21.64
Average Rent/NRSF $15.45
December 1, 2004
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B310 Storage 0 $7.00 $0.00 $0.00
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B334 Office 6,554 $17.00 $111,418.00 $9,284.83
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B330C Office 1,606 $17.00 $27,302.00 $2,275.17
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Dry 5,850 $18.00 $105,300.00 $8,775.00
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Clean 16,316 $35.00 $571,060.00 $47,588.33
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Storage 6,524 $7.00 $45,668.00 $3,805.67
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Total 36,850 $860,748.00 $71,729.00
Average Rent/NPSF $23.36
Average Rent/NRSF $16.30 $1.03
$0.23
Deriving Net Rentable Basis
Building Net Productive NP to NR Factor Net Rentable Net Productive Net Rentable
Number Sq. Ft. Sq. Ft. Sq. Ft. Sq. Ft.
June 1, 2004 June 1, 04 Dec. 1, 2004 Dec 1, 04
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310 5,688 1.26 7,167 0
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330 8,604 1.26 10,841 6,554 8,258
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334 28,991 1.47 42,617 30,296 44,535
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Total 43,283 60,625 36,850 52,793
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BOMA Formula for Net Productive to Net Rentable
Building Rentable Example 475000
----------------------- = Building Net Rentable ------------------- = 1.55
Building Net Productive 306300
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SCHEDULE B
eMagin CORPORATION Date 12/16/04
BASE RENT COMPUTATION SCHEDULE-- AMEND. 4 Effective Date Lease End Date
Table 1 06/01/2004 May 31, 2009
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2004 2005 2006 2007 2008 2009
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January $73,914.15 $71,729.00 $73,880.87 $76,097.30 $78,380.21 $80,731.62
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February $73,914.15 $71,729.00 $73,880.87 $76,097.30 $78,380.21 $80,731.62
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March $73,914.15 $71,729.00 $73,880.87 $76,097.30 $78,380.21 $80,731.62
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April $0.00 $71,729.00 $73,880.87 $76,097.30 $78,380.21 $11,463.24
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May $0.00 $71,729.00 $73,880.87 $76,097.30 $78,380.21 $0.00
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June 4 $78,045.83 $73,880.87 $76,097.30 $78,380.21 $80,731.62
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July $78,045.83 $73,880.87 $76,097.30 $78,380.21 $80,731.62
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Aug $78,045.83 $73,880.87 $76,097.30 $78,380.21 $80,731.62
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September $75,860.68 $73,880.87 $76,097.30 $78,380.21 $80,731.62
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October $75,860.68 $73,880.87 $76,097.30 $78,380.21 $80,731.62
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November $69,987.17 $73,880.87 $76,097.30 $78,380.21 $80,731.62
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December $71,729.00 $73,880.87 $76,097.30 $78,380.21 $80,731.62
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Total $749,317.47 $875,811.09 $902,085.42 $929,147.99 $957,022.42 $253,658.10
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Notes: Amendments
1 May 1999 $8,525.67 Per Mo. credit for 6,254 S/F in B/310, under construction & unavailable 2 June 2001 Reclassified office and lab (5,000 s.f.) to storage space |
3 May 2002 Space Givebacks in Bldgs. 310, 330C
4 June 2004 Space Givebacks in Bldgs. 310, 330C and B334, 5
year renewal with initial increase
3% per year thereafter effective June 1.
At IBM's sole discretion two, (2) year renewal options
will be offered after the 3rd year at the same terms.
2004 Payment Reconciliation
Table 2
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2004 Loan Total Rent Delta
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Base Rent Amoritization Due Total Payments (due IBM) due eMagin
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January $69,978.17 $3,935.98 $73,914.15 $73,914.15 $0.00
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February $69,978.17 $3,935.98 $73,914.15 $73,914.15 $0.00
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March $73,914.15 $0.00 $73,914.15 $73,914.15 $0.00
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April $0.00 $0.00 $0.00 $73,914.15 $73,914.15
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May $0.00 $0.00 $0.00 $73,914.15 $73,914.15
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June $78,045.83 $0.00 $78,045.83 $73,914.15 -$4,131.68
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July $78,045.83 $0.00 $78,045.83 $73,914.15 -$4,131.68
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Aug $78,045.83 $0.00 $78,045.83 $73,914.15 -$4,131.68
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September $75,860.68 $0.00 $75,860.68 $71,729.00 -$4,131.68
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October $75,860.68 $0.00 $75,860.68 $71,729.00 -$4,131.68
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November $69,987.17 $0.00 $69,987.17 $69,978.15 -$9.02
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Subtotal Due eMagin $127,160.85
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Security Deposit -$150,000.00
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December $71,729.00 $0.00 $71,729.00 $69,978.15 -$1,750.85
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Total $741,445.51 $7,871.96 $749,317.47 $874,727.47 -$24,590.00
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SCHEDULE D
eMagin CORPORATION
Computed Utilities Schedule
Effective Date 6/1/04
Maximum Available Capacities
Utilities Peak Allowable Usage Total Annual Allowable
---------------------------- -------------------- ----------------------
Electricity N/A
Chilled Water 350Tons 1,401,600 Ton-Hrs
Low Temp Chilled Water 130Tons 569,400 Ton-Hrs
High Temp Hot Water 5MBH 19,25 1M MBTU
Deionized Water 30gpm 13,220 1K Gal
Compressed Air 10scfm 550,000 SCF
UHP Nitrogen scfm 6,000,000 SCF
Std. Oxygen scfm 100,000 SCF
Std. Argon scfm 100,000 SCF
Std. Forming Gas 15scfm 150,000 SCF
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BUILDING DIAGRAM OMITTED
Buliding 310
Hudson Vally Research Park eMagin Corp
BUILDING DIAGRAM OMITTED
Buliding 334
Hudson Vally Research Park eMagin Corp
BUILDING DIAGRAM OMITTED
Buliding 330C
Hudson Vally Research Park eMagin Corp
SITE PARKING DIAGRAM OMITTED
HVRP Site Parking Plan
Hudson Vally Research Park Exhibit B
eMagin Updates AMEX Compliance and Other Corporate Matters
HOPEWELL JUNCTION, N.Y., December 20, 2004 - eMagin Corporation (AMEX:EMA), the leader in active matrix organic light-emitting diode (OLED) microdisplays, announced the following corporate updates.
-- AMEX Compliance
The American Stock Exchange has informed eMagin Corporation that it has evidenced compliance with the requirements necessary for continued listing on the AMEX. In June 2004 the AMEX staff had notified the Company that it had fallen below Section 1003(a)(i) of the AMEX Company Guide for having shareholders' equity of less than $2,000,000 and losses from continuing operations and/or net losses in two out of the three most recent fiscal years.
On September 9, 2003, the AMEX accepted the Company's plan to regain compliance with AMEX's continued listing standards, which was achieved by the Company as of November 15, 2004.
-- IBM Lease Renewal
On December 14, 2004 eMagin Corporation finalized an agreement to renew its lease at 2070 Route 52, Hopewell Junction, New York 12533, its principal manufacturing facility. The lease covers approximately 40,000 square feet of space from IBM, all of which is located in the Hudson Valley Research Park. Approximately 30,000 square feet of space houses equipment for OLED microdisplay fabrication, research and development, plus additional space for assembly operations and storage. Approximately 10,000 square feet of space is used for administrative offices.
The lease renewal covers a five-year term expiring May 31, 2009 and carries an average monthly rent of $74,088 plus expenses.
-- Inducement Option Compensation Awards for New Employees
On December 7, 2004 eMagin's Board of Directors approved the issuance of inducement option compensation awards to new employees of eMagin Corporation, in accordance with American Stock Exchange requirement 711, and as part of the Company's standard practice of including stock options as part of new employee compensation. The options are to purchase an aggregate total of 1,223,000 shares, vesting over five years at per share prices ranging from $1.21 to $1.69 and were granted to the following new hires: Carol Miller, Davone Chounlamany, Robert Conroy, Joseph Latos, Eduardo Travieso, Jay Kim, RuthAnn Rose, Mike Brophy, Ben Bhangoo, Rob Sainsbury, Kai Clarke, Sean Nguyen, Garbis Sevulyan, Stefanie Tejada, Brian Rickard and Dr. Ihor Wacyk.
eMagin Corporation has filed a Form 8-K which provides additional details regarding these events.
About eMagin Corporation
An innovative leader in virtual imaging technologies and products, eMagin
integrates high-resolution OLED microdisplays, magnifying optics, and systems
technologies to create a virtual image that appears comparable to that of a
computer monitor or a large-screen television. eMagin's microdisplay systems are
expected to enable new mass markets for wearable personal computers, wireless
Internet appliances, portable DVD-viewers, digital cameras, and other emerging
applications for consumer, industrial, military, and homeland defense. The
company has developed unique technology for producing high-performance
OLED-on-silicon microdisplays and related optical systems. The company supplies
these displays and modules in commercial quantities to OEMs, military,
industrial and medical customers. eMagin's corporate headquarters and
microdisplay operations are located in Hopewell Junction, N.Y. Optics and system
design facilities are located at its wholly owned subsidiary, Virtual Vision,
Inc., in Redmond, Wash. For more information, visit http://www.emagin.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including those regarding eMagin Corporation and its
subsidiaries' expectations, intentions, strategies and beliefs pertaining to
future events or future financial performance. All statements contained herein
are based upon information available to eMagin's management as of the date
hereof, and actual results may vary based upon future events, both within and
without eMagin management's control. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or
"continue," the negative of such terms, or other comparable terminology. These
statements are only predictions. Actual events or results may differ materially
from those in the forward-looking statements as a result of various important
factors, including those described in the Company's most recent filings with the
SEC. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, such statements should not be regarded as a
representation by the Company, or any other person, that such forward-looking
statements will be achieved. The business and operations of the Company are
subject to substantial risks which increase the uncertainty inherent in
forward-looking statements. We undertake no duty to update any of the
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of the foregoing, readers are cautioned not to
place undue reliance on such forward-looking statements.
Contact:
Investors: John Atherly, 425-882-7878, jatherly@emagin.com
Investors: Susan Jones, 845-838-7900, sjones@emagin.com
Media: Joseph Runde, 845-838-7905, jrunde@emagin.com