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): May 27, 2009
eMagin
Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-24757
|
56-1764501
|
|
(State
or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
|
10500 N.E. 8
th
Street, Suite 1400,
Bellevue, WA 98004
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (425) 749-3600
Copies
to:
Richard
Friedman, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New York,
New York 10006
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.
Hopewell Junction, New York
Lease
On May 27, 2009, Corporation ("eMagin"
or the "Company") entered into a Sixth Lease Amendment (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,
2009 and further amends the Lease dated May 28, 1999 (as previously amended by
the First Lease Amendment dated July 9, 1999, the Second Lease Amendment dated
January 29, 2001, the Third Lease Amendment dated May 28, 2002, the
Fourth Lease Amendment dated November 29, 2004 and the Fifth Lease Amendment
dated September 1, 2006), covers approximately 37,000 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 8,000 square feet of
space is used for the Company’s administrative offices. The lease
renewal covers a five-year term expiring May 31, 2014 and carries an average
monthly rent of $84,202 plus expenses.
Pursuant
to the Lease, the Company was granted an option to extend the term of the Lease
for the entire premises only for one consecutive five year period at a rent to
be determined by the Landlord in its sole discretion. In
addition, the Company has deposited with the Landlord $80,731.63 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.
In
accordance with the Fourth Lease Amendment, the security deposit of
$150,000 was applied by Landlord to the rent due from the Company for the months
of April and May 2009.
Bellevue
,
Washing
ton
Lease
On May 28,
2009, the Company entered into a lease (the “Lease”) with Northup Building LLC
(“Landlord”). Pursuant to the Lease, the Company rented approximately
5,100 rentable square feet at 3006 Northup Way, Suite 103, Bellevue, WA (the
“Premises”). The Lease commences on September 1, 2009 and terminates
on August 31, 2014. Upon the execution of the Lease, the
Company paid the Landlord $10,168 as prepaid rent to be applied for the rent due
for the fourth month of the Lease. The Company also delivered to the
Landlord a security deposit in the amount of $11,443. Pursuant to the
Lease, the Company will begin paying rent beginning in December
2009.
|
The
rent payable pursuant to the Lease is as
follows:
|
|
Lease
Year
|
|
|
Base Monthly Rent
|
|
|
9/01/09-11/30/09
|
|
$
|
0
|
|
|
12/01/09
- 08/31/10
|
|
$
|
10,168
|
|
|
9/01/10
– 8/31/11
|
|
$
|
10,473
|
|
|
9/01/11-
8/31/12
|
|
$
|
10,787
|
|
|
9/01/12
– 10/31/13
|
|
$
|
11,113
|
|
|
9/01/13
– 8/31/14
|
|
$
|
11,443
|
|
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
See Item
1.01.
Item
9.01 Financial Statements and Exhibits.
|
(a)
|
Financial
statements of business acquired.
|
Not
applicable.
|
(b)
|
Pro
forma financial information.
|
Not
applicable.
(c) Shell
Company Transactions.
(d) Exhibits
|
Exhibit
Number
|
|
Description
|
|
99.1
|
|
6
th
Lease Amendment between International Business Machines Corporation and
eMagin Corporation, dated as of May 27, 2009
|
|
|
|
|
|
99.2
|
|
Lease
between eMagin Corporation and Northup Building LLC dated as of May 28,
2009
|
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
|
|
|
|
|
|
|
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Date:
June 19, 2009
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By:
|
/s/ Paul
Campbell
|
|
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Name: Paul
Campbell
|
|
|
|
|
Title: Chief
Financial Officer
|
|
|
|
|
|
|
Exhibit
List
|
Exhibit
Number
|
|
Description
|
|
99.1
|
|
6
th
Lease Amendment between International Business Machines Corporation and
eMagin Corporation, dated as of May 27, 2009
|
|
|
|
|
|
99.2
|
|
Lease
between eMagin Corporation and Northup Building LLC dated as of May 28,
2009
|
Exhibit 99.1
6
th
LEASE
AMENDMENT
THIS
AGREEMENT made as of the 27th day of May 2, 2009 between INTERNATIONAL BUSINESS
MACHINES CORPORATION, a New York corporation, having its principal office at New
Orchard Road, Armonk, New York 10504 the
"Landlord")
and eMagin
Corporation a Delaware corporation, having an office at 2070 Route 52, Hopewell
Junction, NY 12533(the
"Tenant").
WITNESSETH
(Capitalized
terms used and not defined herein shall have the meanings ascribed to them in
the Lease).
WHEREAS,
the Landlord and the Tenant entered into a written Agreement of Lease dated May
28,1999, as amended by First Amendment dated July 9, 1999; Second Amendment
dated January 29, 2001, Third Amendment dated May 28,2002, Fourth Amendment
dated November 29, 2004 and Fifth Amendment dated September 1, 2006
(collectively, the
"Lease").
WHEREAS,
the Tenant desires to extend the lease term.
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration and of the mutual agreements hereinafter set forth, it is hereby
mutually agreed to amend the Lease as follows.
|
1.
|
The
term of the Lease is hereby extended for a period of five
(5)years("Extended Term")from June 1, 2009 to May 31, 2014, unless sooner
terminated as hereinafter provided upon the same covenants, agreements,
provisions and conditions that are contained in the Lease for the
immediately prior Term, except as specifically provided
herein.
|
|
2.
|
Tenant
is hereby granted the option to further extend the Term for the entire
Premises only for one (1) consecutive five(5) year period of time
("Additional Extended Term"), 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. The Additional Extended Term shall be
upon the same covenants, agreements, provisions and conditions that are
contained in this Lease for the Extended Term, except for provisions
herein which are inapplicable to an Extended
Term.
|
|
3.
|
Any
notice, request or demand under this Lease shall be in writing (except
where oral notice is specifically provided for in this Lease) and shall be
considered properly delivered when addressed as hereinafter provided, and
(a) served personally, (b) sent by registered or certified (return receipt
requested) and deposited in a United States general or branch post office,
or (c) sent by a private overnight mail carrier. Any notice, request
or demand by Tenant to Landlord shall be addressed
to:
|
International
Business Machines Corporation
Hudson
Valley Research Park
Mail Drop
65A 2070 Route 52
Hopewell
Junction, New York 12533
Attn: Mr.
Patrick 0. Ortland
Program
Manager, Real Estate Operations
with
copies addressed and simultaneously given to:
International
Business Machines Corporation
Hudson
Valley Research Park
Mail Drop
87S 2070 Route 52
Hopewell
Junction, New York 12533
Attn:
Mary Ann McNulty
Real
Estate Site Operations
and an
additional copy to:
International
Business Machines Corporation
1 New
Orchard Road Armonk New York 10504
Attn:
General Counsel -Legal Services
Global
Real Estate Operations
and an
additional copy to:
International
Business Machines Corporation
Hudson
Valley Research Park
Mail Drop
82X 2070 Route 52
Hopewell
Junction, New York 12533
Attn:
Site Counsel;
and, if
requested in writing by Landlord, similarly and simultaneously given to such
other parties as Landlord may request. Any notice, request or demand by Landlord
to Tenant shall be addressed to:
eMagin
Corporation
10500 NE
8
th
Street
Suite
1400
Bellevue,
Washington 98004
Attn:
Paul Campbell, CFO
(
pcambell@emagin.com
;
425-749-3622)
with a
copy addressed and simultaneously given to:
eMagin
Corporation
Hudson
Valley Research Park
2070
Route 52
Hopewell
Junction, New York 12533 Attn: Chief Executive Officer
until
otherwise directed in writing by Tenant; and, if requested in writing by Tenant,
similarly and simultaneously given to such other parties as Tenant may request.
All notices shall be deemed given on the date of actual receipt by the party to
whom the notice is addressed. Rejection or other refusal to accept a notice,
request or demand, or the inability to deliver the same because of a changed
address of which no notice was given, shall be deemed to be receipt of the
notice, request or demand sent.
|
4.
|
In
Paragraph 35(a)(as set forth in the Fourth Amendment), (i) delete the
first sentence and replace as follows: "The Tenant shall have deposited
the sum of $80,731.63 simultaneously with signing this Sixth Amendment as
security for the faithful performance and observance by the Tenant of
the provisions of this Lease on its part to be performed." , and add to
the end of the paragraph: "Tenant acknowledges that in accordance with the
Fourth Amendment, the security deposit of $150,000 has been applied by
Landlord to the rent due from tenant for the months of April and May
2009.
|
|
5.
|
Paragraph
35(b) is deleted in its entirety
|
|
6.
|
Paragraph
36 is deleted in its entirety.
|
|
7.
|
Schedule
A dated 6/1/2004 is replaced with Schedule A dated 6/1/2009 attached
hereto.
|
|
8.
|
Schedule
B dated 6/1/2004 is replaced with Schedule B dated 6/1/2009 attached
hereto.
|
|
9.
|
Schedule
D dated 6/1/2004 is replaced with Schedule D dated 6/1/2009 attached
hereto.
|
|
10.
|
Exhibit
A-1 is deleted in its entirety
|
Except as
herein modified, the Lease shall continue in full force and effect without
change.
IN
WITNESS WHEREOF, this instrument has been executed by the duly authorized
representatives of the parties hereto as of the day and year first above
written.
|
|
INTERNATIONAL
BUSINESS MACHINES CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/ Patrick
0. Ortland
|
|
|
|
|
Patrick
0. Ortland
|
|
|
|
|
Title:
Program Manager, Real Estate
|
|
|
|
|
|
|
|
|
eMagin Corporation
|
|
|
|
|
|
|
|
|
By:
|
/s/ Andrew
Sculley
|
|
|
|
|
Andrew
Sculley
|
|
|
|
|
Title:
CEO & President
|
|
|
|
|
|
|
SCHEDULE
A
eMagin
Corporation
COMPUTATION SCHEDULE
Effective
6/1/09
|
Building
|
|
Space
Type
|
|
Net
Productive
Square
feet
|
|
|
Rate
($NPSF)
|
|
|
Annual
Base
Rent
|
|
|
Monthly
Base
Rent
|
|
|
|
B334
|
|
Office
|
|
|
6,554
|
|
|
$
|
19.13
|
|
|
$
|
125,401.94
|
|
|
$
|
10,450.16
|
|
|
|
B330C
|
|
Office
|
|
|
1,606
|
|
|
$
|
19.13
|
|
|
$
|
30,728.64
|
|
|
$
|
2,560.72
|
|
|
|
|
|
Dry
|
|
|
5,850
|
|
|
$
|
20.26
|
|
|
$
|
118,516.08
|
|
|
$
|
9,876.34
|
|
|
|
|
|
Clean
|
|
|
16,316
|
|
|
$
|
39.39
|
|
|
$
|
642,733.06
|
|
|
$
|
53,561.09
|
|
|
|
|
|
Storage
|
|
|
6,524
|
|
|
$
|
7.88
|
|
|
$
|
51,399.74
|
|
|
$
|
4,283.31
|
|
|
|
|
|
Totals
|
|
|
36,850
|
|
|
|
|
|
|
$
|
968,779.46
|
|
|
$
|
80,731.62
|
|
Deriving Net Rentable
Basis
|
Building
|
|
Net Productive Square
feet
|
|
|
NP
to NR Factor
|
|
|
Net Rentable Square
Feet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B334
|
|
|
6,554
|
|
|
|
1.47
|
|
|
|
9,634
|
|
|
B330C
|
|
|
30,296
|
|
|
|
1.26
|
|
|
|
38,173
|
|
|
Totals
|
|
|
36,850
|
|
|
|
2.73
|
|
|
|
47,807
|
|
SCHEDULE
B
eMagin
Corporation
BASE
RENT PAYMENT
SCHEDULE
Effective
6/1/09
|
|
|
2009
|
|
|
|
2010
|
|
|
|
2011
|
|
|
|
2012
|
|
|
|
2013
|
|
|
|
2014
|
|
|
January
|
|
|
|
|
$
|
80,731.63
|
|
|
$
|
80,731.63
|
|
|
$
|
83,557.23
|
|
|
$
|
86,481.74
|
|
|
$
|
89,508.60
|
|
|
February
|
|
|
|
|
$
|
80,731.63
|
|
|
$
|
80,731.63
|
|
|
$
|
83,557.23
|
|
|
$
|
86,481.74
|
|
|
$
|
89,508.60
|
|
|
march
|
|
|
|
|
$
|
80,731.63
|
|
|
$
|
80,731.63
|
|
|
$
|
83,557.23
|
|
|
$
|
86,481.74
|
|
|
$
|
89,508.60
|
|
|
april
|
|
|
|
|
$
|
80,731.63
|
|
|
$
|
80,731.63
|
|
|
$
|
83,557.23
|
|
|
$
|
86,481.74
|
|
|
$
|
89,508.60
|
|
|
may
|
|
|
|
|
$
|
80,731.63
|
|
|
$
|
80,731.63
|
|
|
$
|
83,557.23
|
|
|
$
|
86,481.74
|
|
|
$
|
89,508.60
|
|
|
june
|
|
$
|
80,731.63
|
|
|
$
|
80,731.63
|
|
|
$
|
83,557.23
|
|
|
$
|
86,481.74
|
|
|
$
|
89,508.60
|
|
|
|
|
|
|
July
|
|
$
|
80,731.63
|
|
|
$
|
80,731.63
|
|
|
$
|
83,557.23
|
|
|
$
|
86,481.74
|
|
|
$
|
89,508.60
|
|
|
|
|
|
|
august
|
|
$
|
80,731.63
|
|
|
$
|
80,731.63
|
|
|
$
|
83,557.23
|
|
|
$
|
86,481.74
|
|
|
$
|
89,508.60
|
|
|
|
|
|
|
september
|
|
$
|
80,731.63
|
|
|
$
|
80,731.63
|
|
|
$
|
83,557.23
|
|
|
$
|
86,481.74
|
|
|
$
|
89,508.60
|
|
|
|
|
|
|
october
|
|
$
|
80,731.63
|
|
|
$
|
80,731.63
|
|
|
$
|
83,557.23
|
|
|
$
|
86,481.74
|
|
|
$
|
89,508.60
|
|
|
|
|
|
|
november
|
|
$
|
80,731.63
|
|
|
$
|
80,731.63
|
|
|
$
|
83,557.23
|
|
|
$
|
86,481.74
|
|
|
$
|
89,508.60
|
|
|
|
|
|
|
december
|
|
$
|
80,731.63
|
|
|
$
|
80,731.63
|
|
|
$
|
83,557.23
|
|
|
$
|
86,481.74
|
|
|
$
|
89,508.60
|
|
|
|
|
|
|
Total
|
|
$
|
565,121.38
|
|
|
$
|
968,779.51
|
|
|
$
|
988,558.76
|
|
|
$
|
1,023,158.31
|
|
|
$
|
1,058,968.85
|
|
|
$
|
447,542.98
|
|
Schedule
D
eMagin
Corporation
Computed
Utilities Schedule
|
Maximum
Available Capacities
|
|
Effective
Date 6/1/09
|
|
|
|
|
|
Utilities
|
Peak Allowable
Usage
|
Total Annual
Allowable
|
|
|
|
|
|
Electricity
|
N/A
|
N/A
|
|
Chilled
Water
|
350
Tons
|
1,401,600
Tons-Hrs
|
|
Low
Temp Chilled Water
|
130
Tons
|
569,400
Tons-Hrs
|
|
High
Temp Chilled Water
|
5
MBH
|
19,251
M MBTU
|
|
Deionized
Water
|
30
gpm
|
13,220
1K Gal
|
|
Compressed
Air
|
10
scfm
|
550,000
SCF
|
|
UHP
Nitrogen
|
100
scfm
|
6,000,000
SCF
|
|
Std.
Oxygen
|
5
scfm
|
100,000
SCF
|
|
Std.
Argon
|
5
scfm
|
100,000
SCF
|
|
Std.
Forming Gas
|
15
scfm
|
150,000
SCF
|