Form 8-K for eMagin Corporation
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): January 5,
2007
eMagin
Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-24757
|
56-1764501
|
|
(State
or other jurisdiction
|
(Commission File Number)
|
(IRS
Employer
|
|
of
incorporation)
|
|
Identification
No.)
|
10500
N.E. 8th
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
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
3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
As
previously reported in the Current Report on Form 8-K of eMagin Corporation
(the
“Company”) dated as of October 13, 2006, on October 9, 2006 the Company received
notice from the American Stock Exchange (the “AMEX”), Listing Qualifications
Department, stating that the Company does not meet certain of the AMEX’s
continued listing standards as set forth in Part 10 of the AMEX Company Guide
(the “Company Guide”). Specifically, pursuant to a review by the AMEX of the
Company’s 10-Q for the three and six months ended June 30, 2006, the AMEX has
determined that the Company is not in compliance with Sections 1003(a)(ii)
and
1003(a)(iii) of the Company Guide, respectively, which state, in relevant part,
that the AMEX will normally consider suspending dealings in, or removing from
the list, securities of a company which (a) has stockholders' equity of less
than $4,000,000 if such company has sustained losses from continuing operations
and/or net losses in three of its four most recent fiscal years; or (b) has
stockholders' equity of less than $6,000,000 if such company has sustained
losses from continuing operations and/or net losses in its five most recent
fiscal years, respectively.
On
November 6, 2006, the Company submitted a plan advising the AMEX of actions
that
it will take, which may bring it into compliance with Sections 1003 (a)(ii)
and
1003(a)(iii) of the Company Guide within a maximum of 18 months of receipt
of
the notice letter. The plan included specific milestones, quarterly financial
projections, and details relating to any strategic initiatives the Company
plans
to complete.
On
January 5, 2007, the Company received notice from the staff of the AMEX
indicating that it intends to strike the Company’s common stock from listing on
AMEX by filing a delisting application with the Securities and Exchange
Commission. In its letter, AMEX stated that it has determined that the Company
has failed to comply with continued listing standards.
The
AMEX
rules provide for an appeal of the above decision which the Company has made
by
requesting a hearing in accordance with appropriate procedures as outlined
by
the Company Guide, and has requested AMEX’s approval to continue trading on the
exchange during the appeal process. If unsuccessful on appeal, the Company
intends to continue to trade on the Over-the-Counter Bulletin
Board.
On
January 11, 2007, the Company issued a press release announcing the AMEX notice,
a copy of which is attached hereto as Exhibit 99.1.
In
accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to
be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Act or the Exchange Act, except
as
shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial
Statements and Exhibits.
| (a) |
Financial
statements of business
acquired.
|
Not
applicable.
| (b) |
Pro
forma financial
information.
|
Not
applicable.
|
Exhibit
Number
|
|
Description
|
|
99.1
|
|
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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.
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|
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eMagin
Corporation |
|
|
|
| Date: January
11, 2007 |
By: |
/s/ John
Atherly |
| |
John
Atherly |
| |
Chief Financial
Officer |