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): March 28, 2005
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.)
2070 Route 52, Hopewell Junction, New York 12533
(Address of principal executive offices and Zip Code)
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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
In connection with the preparation of the Company's annual report on Form 10-KSB
for the year ended December 31, 2004, on March 28, 2005 the Company was advised
by its independent registered public accounting firm that the conversion of the
debt to equity during the first quarter should be classified as a debt
transaction and therefore an expense should have been recorded in connection
with the conversion. As a result, the Company is required to record non-cash
interest expenses consisting of a debt discount of ($1,598,335) as well as the
write-off of unamortized financing expense of ($74,637) during the fiscal
quarter ended March 31, 2004. Accordingly, the financial statements for the
three months ended March 31, 2004, six months ended June 30, 2004 and nine
months ended September 30, 2004 should no longer be relied upon.
As a result, for the three months ended March 31, 2004, the Company's net
interest expense should have been reported as ($5,076,082) and its net loss
should have been ($6,605,944), for the six months ended June 30, 2004, the
Company's net interest expense should have been reported as ($5,068,069) and its
net loss should have been ($8,004,666), and for the nine months ended September
30, 2004, the Company's net interest expense should have been reported as
($5,042,062) and its net loss should have been ($9,759,565). In addition, for
the three months ended March 31, 2004, the Company's basic and diluted loss per
common share should have been reported as ($0.13), for the six months ended June
30, 2004, the Company's basic and diluted loss per common share should have been
reported as ($0.14) and for the nine months ended September 30, 2004, the
Company's basic and diluted loss per common share should have been reported as
($0.16).
On March 25, 2005, the Company previously reported on Form 8-K the change in
accounting treatment for the re-pricing of certain warrants during the fiscal
quarter ended September 30, 2004, in which $594,568 originally treated as an
expense was reclassified as an equity transaction.
The Company is continuing to review all debt and equity related transactions for
2004 and 2003.
Three months ended Six months ended Nine months ended
March 31, 2004 June 30, 2004 September 30, 2004
------------------ ------------------- ------------------
Unaudited Statement of Operations Restated As Filed Restated As Filed Restated As Filed
------------ ------------- ------------- ------------ ------------- -----------
Other Income (expense) ($5,076,082) ($ 3,403,110) ($ 5,068,069) ($3,395,098) ($5,042,062) ($3,963,659)
Net loss ($6,605,944) ($ 4,932,972) ($ 8,004,666) ($6,331,694) ($9,759,565) ($8,681,161)
Basic and diluted loss
per common share ($0.13) ($0.09) ($0.14) ($0.11) ($0.16) ($0.14)
In addition to the foregoing, on March 14, 2005 the Company provided preliminary
un-audited results for the quarter and year ended December 31, 2004 and updated
those results in the Form 8-K filed by the Company on March 25, 2005, where for
the same reasons stated above $1,040,813 originally reported as an non-cash
interest expense related to warrant re-pricing during the fourth quarter was
reclassified as an equity transaction. The preliminary results as reported on
March 14, 2005 for the three months and twelve months ended December 31, 2004
were a net loss of ($3,991,986) and ($12,673,143), respectively, and a loss per
share of ($0.05) and ($0.20) per share. Reflecting the changes mentioned above
increases interest expense $1,672,972 for the twelve months as a result of the
first quarter reclassification and decreases interest expense $594,568 and
$1,040,813 as a result of the third and fourth quarter reclassifications. The
net change for the twelve month period from the initial preliminary report is an
increase in interest expense and net loss of $37,595. Loss per share is
unchanged from the initial report. The updated preliminary results are reflected
in the table below.
2
Three months ended Twelve months ended
December 31, 2004: December 31, 2004
Initially Initially
Unaudited Statement of Operations Restated Reported Restated Reported
----------------------------------------------- --------------- ---------------- ---------------- ----------------
Net loss ($ 2,951,173) ($ 3,991,986) ($12,710,738) ($12,673,143)
Basic and diluted loss per common share ($ 0.04) ($0.05) ($0.20) ($0.20)
Complete Description
The foregoing description of the revised condensed financial data is not a
complete summary. You are urged to read the complete documents on Form 10-QSB/A
for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004,
copies of which will be filed in the near future and will be found on the
website of the U.S. Securities and Exchange Commission at www.sec.gov.
On March 31, 2005, we issued a press release announcing the restated financial
data. 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
--------------- --------------------------------------------------------------
99.1 Press Release of eMagin Corporation dated as of March 31, 2005.
3
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: April 1, 2005 /s/ Gary W. Jones
------------------
Gary W. Jones
President and Chief Executive Officer
4