eMagin Corporation Form 8-K
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 11,
2007
eMagin
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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000-24757
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56-1764501
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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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
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Effective
January 11, 2007, Gary W. Jones resigned as the President, Chief Executive
Officer, and as a Director of eMagin Corporation (the “Company”) to permit him
to focus full time on strategic efforts to find a suitable strategic partner
to
assist the Company in meeting future production requirements. There was no
disagreement or dispute between Mr. Jones and the Company which led to his
resignation.
In
addition, on January 11, 2007 (the “Effective Date”) the Company entered into an
Executive Separation and Consulting Agreement (the “Agreement”) with Mr. Jones
pursuant to which the parties agreed upon separation payments payable to Mr.
Jones and set forth the terms of the consulting relationship with the Company
in
which Mr. Jones will remain as chief negotiator in the ongoing negotiations
with
several potential strategic partners. Under the Agreement, the Company will
make
a payment to Mr. Jones in an amount equal to: (i) all accrued salary as of
the
date of the Agreement plus an additional 30 days of salary; (ii) the equivalent
of salary for all unused and accrued sick, holiday and personal days; (iii)
the equivalent of salary for 360 hours unused vacation; and (iv) 500,000 shares
of registered shares of common stock of the Company. In addition, Mr. Jones
has
agreed to forfeit all of the stock options of the Company which he currently
owns (approximately 230,000 options). Further, Mr. Jones will retain use of
his
current Company office and equipment, the Company will provide up to $7,500
for
reasonable moving expenses of personal property from New York offices and all
insurance benefits through the earlier of March 31, 2007 and the consummation
of
a strategic transaction by the Company, and the Company will reimburse Mr.
Jones
for reasonable expenses incurred in his consulting capacity. With respect to
the
consulting relationship in which Mr. Jones will remain as chief negotiator
in
ongoing negotiations with potential strategic partners and acquisition efforts,
he will be paid $460,000 by the Company upon the consummation of a strategic
transaction.
Under
the
Agreement, Mr. Jones agreed to release and forever discharge the Company from
any and all claims, demands, causes of action, suits, damages, remedies,
obligations, debts and liabilities whatsoever, whether known or unknown,
suspected or unsuspected, both at law and in equity, except for any claim which
arises out of or is in any way related to the Agreement, which Mr. Jones now
has, has ever had or may hereafter have against the Company arising
contemporaneously with or prior to the Effective Date or on account of or
arising out of any matter, cause or event occurring contemporaneously with
or
prior to the Effective Date. In addition, Mr. Jones will be subject to
non-solicitation and non-competition provisions, subject to standard
exceptions.
Further,
effective January 11, 2007, the Board of Directors appointed Dr. K.C. Park,
the
Company’s Executive Vice President of International Operations, as Interim Chief
Executive Officer and President, as well as a member of the Board of Directors.
There are no understandings or arrangements between Dr. Park and any other
person pursuant to which Dr. Park was selected as an executive officer and
director. Dr. Park does not have any family relationship with any director,
executive officer or person nominated or chosen by us to become a director
or
executive officer. Following the appointment of Dr. Park, the Board of Directors
shall consist of eight members.
Dr.
K. C.
Park has served as Executive Vice President of International Operations since
1998 and as President of the subsidiary, Virtual Vision, Inc., from 2002 to
2004. Earlier, with LG Electronics as Executive Vice President and member of
the
Board, he built up LG’s business in LCDs and PDPs, solidifying their world
leadership position in flat-panel display products. Dr. Park began his career
at
IBM, where he managed flat panel display and semiconductor programs at the
Watson Research Center, then served as Director of Display Technology with
worldwide responsibility at the IBM Corporate Headquarters, and set up Technical
Operations in Korea as Senior Managing Director. Under his management IBM Korea
became a major supplier of display as well as semiconductor products, and he
led
IBM in pioneering the software industry in Korea. Dr. Park has established
numerous alliances and partnerships with major corporations throughout the
world
and has served on the Boards of various corporations in Korea, Japan, and the
U.S. He holds a Ph.D. in Solid State Chemistry from the University of Minnesota
and an MBA from New York University.
On
January 18, 2007, the Company issued a press release announcing the resignation
of Gary W. Jones and appointment of Dr. K.C. Park, 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
1.01 |
Entry
Into a Material Definitive
Agreement.
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See
Item
5.02 above.
| Item
3.02 |
Unregistered
Sales of Equity
Securities.
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See
Item
5.02 above.
| Item
9.01 |
Financial
Statements and Exhibits.
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| (a) |
Financial
statements of business
acquired.
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Not
applicable.
| (b) |
Pro
forma financial
information.
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Not
applicable.
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Exhibit
Number
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Description
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10.1
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Executive
Separation and Consulting Agreement dated as of January 11, 2007
by and
between eMagin Corporation and Gary W. Jones.
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99.1
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Press
Release of eMagin Corporation dated as of January 18,
2007.
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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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eMagin
Corporation |
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| Date: January
18, 2007 |
By: |
/s/ K.C.
Park |
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Dr.
K.C. Park |
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Interim
Chief Executive Officer
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