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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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The maturity
date for the outstanding Notes (totaling after conversions an aggregate
of
$6,020,000) has been extended to December 21, 2008;
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Liquidated
damages of 1% per month related to the Company’s delisting from the
American Stock Exchange will no longer accrue and the deferred interest
balance of approximately $230,000 has been
forgiven;
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The
Company no longer has to maintain a minimum cash or cash equivalents
balances of $600,000;
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The
Amended Notes may not be prepaid without consent of The
Holders;
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As
of July 23, 2007 the annual interest rate was raised from 6% per
annum to 8% per annum;
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The
Amended Notes are convertible into (i) 8,407,612 shares of the Company’s
common stock. The conversion price for $5,770,000 of principal was
revised
from $2.60 to $.75 per share and was unchanged for the remaining
$250,000
of principal from the Other Purchase
Agreement;
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In
addition to the right to convert the Amended Notes into the Company's
common stock, up to $3,010,000 of the Amended Notes can be
converted into (ii) 3,010 shares of the Company’s newly formed Series
A Convertible Preferred Stock (the “Preferred” or the “Preferred
Stock”) at a stated value of $1,000 per share. The Preferred is
convertible into common stock at the same rate as their Note, subject
to
adjustment as provided for in the Certificate of Designations (discussed
below);
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Except
for the Amended Note associated with the Other Purchase Agreement,
the
Amendment Agreements adjusts the exercise price of the amended Warrants
from $3.60 to $1.03 per share for 1,553,468 shares of Common Stock
and
requires the issuance of Warrants exercisable for an additional 3,831,859
shares of Common Stock at $1.03 per share with an expiration date
of July
21, 2011;
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The
Amended Notes eliminate the requirement that the Company comply with
certain covenants of management contained in Note. Specifically,
among
other things, the requirements to defer management compensation and
to
maintain a management committee were removed;
and
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The
Amended Notes and/or the Series A Convertible Preferred stock are
subject
to certain anti-dilution adjustment rights in the event the Company
issues
shares of its Common Stock or securities convertible into its Common
Stock
at a price per share that is less than the Conversion Price, in which
case
the Conversation Price shall be adjusted to such lower price.
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| § |
The
consolidation or merger of the Company or any of its
subsidiaries;
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| § |
The
acquisition by a person or group of entities acting in concert of
50% or
more of the combined voting power of the outstanding securities of
the
Company; and
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the
occurrence of any transaction or event in which all or substantially
all
of the shares of the Company’s common stock is exchanged for converted
into acquired for or constitutes the right to receive consideration
which
is not all or substantially all common stock which is listed on a
national
securities exchange or approved for quotation on Nasdaq or any similar
United States system of automated dissemination of transaction reporting
securities prices.
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(a)
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Financial
statements of business
acquired.
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(b)
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Pro
forma financial
information.
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Exhibits.
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Exhibit Number
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Description
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3.1
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Form
of Certificate of Designation of Series A Senior Secured Convertible
Preferred Stock
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10.1
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Amendment
Agreement, dated as of July 23, 2007.
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10.2
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Form
of Amended and Restated 8% Senior Secured Convertible Note due
2008
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10.3
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Form
of Amended and Restated Common Stock Purchase Warrant
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10.4
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Form
of Amendment No. 1 to Patent and Security Agreement
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10.5
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Form
of Amendment No. 1 to Pledge and Security Agreement
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10.6
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Form
of Lockbox Agreement
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eMagin
Corporation
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| Date: July 26, 2007 | By: | /s/ John Atherly |
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John
Atherly
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Chief Financial
Officer
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