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 5, 2002
eMagin Corporation
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-24757 88-0378451
---------------------------- -------------------------- ----------------------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
2070 Route 52, Hopewell Junction, New York 12533
--------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
(845) 892-1900
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
eMagin Corporation ("eMagin" or the "Company"), Triton West Group,
Inc. ("Triton") and Northwind Associates, Inc. ("Northwind") entered into a
Release Agreement (the "Agreement") dated December 5, 2002. The Agreement, among
other things, terminates the Common Stock Purchase Agreement (the "Common Stock
Purchase Agreement") dated March 4, 2002 by and between eMagin and Northwind.
The warrant issued pursuant the Common Stock Purchase Agreement will remain
outstanding. As part of the termination, eMagin will not be required to utilize
the minimum draw down commitment amount of $250,000 under the Common Stock
Purchase Agreement. In addition, under the Agreement, Triton agrees to release
certain claims it had asserted against, and which were disputed by, eMagin for
anti-dilution protection pursuant to the Securities Purchase Agreement entered
into as of February 27, 2002 by and among eMagin, Triton and certain other
investors. As part of the Agreement, eMagin agreed to issue to Triton 500,000
shares of its common stock, pay Northwind the sum of $25,000 upon the completion
of a financing with gross proceeds to eMagin of $500,000 subject to certain
additional adjustments, and file a registration statement with the SEC covering
the resale of all shares of common stock owned by Triton and Northwind within
forty-five calendar days from the completion of a financing with gross proceeds
of at least $7,000,000 and under certain additional circumstances. Further,
Triton and Northwind on the one hand and eMagin on the other hand provided a
complete mutual release from all claims.
SIGNATURES
Pursuant to the requirements of the Securities and 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
By: /s/ Gary W. Jones
-------------------------------------
Name: Gary W. Jones
Title: President and Chief Executive
Officer
Dated: December 5, 2002