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): February 12,
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))
On
February 12, 2007, eMagin Corporation (the “Company”) entered into a Letter
Agreement (the “Agreement”) with Dr. K.C. Park, the Company’s Interim Chief
Executive Officer, President and Executive Vice President of International
Operations, pursuant to which the parties agreed upon the compensation payable
to Dr. Park for his role as the Company’s Interim Chief Executive Officer and
President, until such time as the Company enters into a formal employment
agreement with Dr. Park. Under the Agreement, the Company has agreed to pay
Dr.
Park an annual base salary equal to $300,000 (the “Base Salary”) effective as of
January 1, 2007 (the “Effective Date”), plus a quarterly increase in Base Salary
in the amount of $12,500 per fiscal quarter through December 31, 2007. In
addition, the Company agreed to provide Dr. Park with the use of a Company
credit card with an initial deposit in the amount of $10,000. Moreover, the
Company agreed to issue to Dr. Park an aggregate of 250,000 restricted shares
of
common stock of the Company within 10 business days of the completion of a
change of control of the Company, whether occurring as a result of single or
multiple events, such as sale of the Company through the sale of stock or
equivalent interest representing a majority of the Company, or a sale or
transfer of all, or a majority of, the Company’s assets (a “Change in Control”).
If a Change in Control transaction is completed, the Company agreed to pay
to
Dr. Park an equivalent of three month’s salary unless a senior executive
position is offered to Dr. Park in the new organization.
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(a)
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Financial
statements of business
acquired.
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Not
applicable.
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(b)
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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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Letter
Agreement dated as of February 12, 2007 by and between eMagin Corporation
and Dr. K.C. Park.
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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: February
16, 2007 |
By: |
/s/ K.C.
Park |
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Interim
Chief Executive Officer
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