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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):
August 31, 2023
eMagin Corporation
(Exact name of Registrant as specified in its
Charter)
| Delaware |
001-15751 |
56-1764501 |
(State or other jurisdiction
of incorporation) |
(Commission
File No.) |
(IRS Employer
Identification No.) |
|
700
South Drive, Suite 201,
Hopewell Junction, NY |
|
12533 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number: (845)
838-7900
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading
Symbol |
|
Name of each exchange
on which registered |
| Common Stock, $0.001 Par Value Per Share |
|
EMAN |
|
NYSE American |
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)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
¨ Emerging
growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At a special meeting of stockholders of eMagin Corporation (the “Company”
or “eMagin”) held on August 31, 2023 (the “Special Meeting”), the Company’s stockholders voted to approve
the Company’s pending acquisition by affiliates of Samsung Display Co., Ltd. (“Parent”). As of
the date of this Current Report on Form 8-K, the transaction is expected to close in the second half of 2023, subject
to customary closing conditions, including the receipt of regulatory approvals.
As of July 20, 2023, the
record date for the Special Meeting, there were 83,187,916 shares of Company’s outstanding common stock, $0.001 par value per share
(the “Company common stock”) and 5,356 shares of Company’s Series B Convertible Preferred Stock (“Company
Series B Convertible Preferred Stock”), convertible into 17,723,362 shares of Company common stock, outstanding and entitled
to vote at the Special Meeting. Each share of Company common stock is entitled to one vote on each matter presented for vote at the Special
Meeting. Each share of Company Series B Convertible Preferred Stock is entitled to voting rights equal to the number of shares of
Company common stock issuable upon conversion of the Company Series B Convertible Preferred Stock.
At the Special Meeting,
there were present, in person or by proxy, holders of 55,702,113 shares of the Company common stock, and holders of 17,723,362
shares of the Company Series B Convertible Preferred Stock constituting approximately 66.96 % of the shares of the Company
common stock issued and outstanding, 100% of the shares of Company Series B Convertible Preferred Stock
issued and outstanding, and 72.76% of the shares of the Company common stock and Company Series B Convertible Preferred
Stock voting together as a single class on an as-converted to Company common stock basis as of the record date of the Special
Meeting and entitled to vote at the Special Meeting, constituting a quorum for the transaction of business.
At the Special Meeting, the Company’s stockholders voted on the
proposals listed below. The proposals are described in detail in the Company’s proxy statement for the Special Meeting filed with
the Securities and Exchange Commission on July 20, 2023 (the “Proxy Statement”). The final results for the votes regarding
each proposal are set forth below. There were no recorded broker non-votes.
Proposal 1: The Merger Proposal
To adopt the Agreement and Plan of Merger, dated as of May 17,
2023 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the
Company, Parent, Emerald Intermediate, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Silk USA”),
and Emerald Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Silk USA (“Merger Sub”). Pursuant
to the terms of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation
of the merger as a wholly owned subsidiary of Parent (the “Merger”) (the “Merger Proposal”).
The following votes were cast at the Special Meeting (in person or
by proxy) and the proposal was approved:
| | |
For | |
Against | |
Abstain |
| Company common stock and Company Series B Convertible Preferred Stock voting together as a single class on an as-converted to Company common stock basis | |
54,637,606 | |
18,700,532 | |
87,337 |
| Company Series B Convertible Preferred Stock | |
17,723,362 | |
0 | |
0 |
Proposal 2: The Compensation Proposal
To approve, on a non-binding, advisory basis, certain compensation
that may be paid or become payable to the Company’s named executive officers in connection with the Merger (the “Compensation
Proposal”).
The following advisory votes were cast at the Special Meeting (in person
or by proxy) and the non-binding proposal was approved:
| | |
For | |
Against | |
Abstain |
| Company Common Stock and Company Series B Convertible Preferred Stock voting together as a single class on an as-converted to Company common stock basis | |
42,565,427 | |
29,559,813 | |
1,300,235 |
The proposal to approve the adjournment
of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient
votes to adopt the Merger Agreement, was not voted upon at the Special Meeting.
On August 31, 2023, the Company issued a press release announcing
adoption of the Merger Agreement by the Company’s stockholders at the Special Meeting. A copy of the press release is filed as Exhibit 99.1
to this Form 8-K and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based on the Company’s current
expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof,
its business and industry, management’s beliefs and certain assumptions made by the Company and Parent, all of which are subject
to change. In this context, forward-looking statements often address expected future business and financial performance and financial
condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,”
“could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions
or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking
statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees
of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and
other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other
action required to consummate the proposed transaction in a timely matter or at all, are not guarantees of future results and are subject
to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking
statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated
in such statements and, therefore, and you should not place undue reliance on any such statements and caution must be exercised in relying
on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the ability
of the parties to consummate the proposed transaction in a timely manner or at all; (ii) the satisfaction (or waiver) of closing
conditions to the consummation of the proposed transaction; (iii) potential delays in the consummation of the proposed transaction;
(iv) the ability of the Company to timely and successfully achieve the anticipated benefits of the proposed transaction; (v) the
occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement; (vi) the
impact of the COVID-19 pandemic and the current conflict between the Russian Federation and Ukraine on the Company’s business and
general economic conditions; (vii) the Company’s ability to implement its business strategy; (viii) significant transaction
costs associated with the proposed transaction; (ix) potential litigation relating to the proposed transaction; (x) the risk
that disruptions from the proposed transaction will harm the Company’s business, including current plans and operations; (xi) the
ability of the Company to retain and hire key personnel; (xii) potential adverse reactions or changes to business relationships resulting
from the announcement or completion of the proposed transaction; (xiii) legislative, regulatory and economic developments affecting
the Company’s business; (xiv) general economic and market developments and conditions; (xv) the evolving legal, regulatory
and tax regimes under which the Company operates; (xvi) potential business uncertainty, including changes to existing business relationships,
during the pendency of the proposed transaction that could affect the Company’s financial performance; (xvii) restrictions
during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or
strategic transactions; and (xviii) unpredictability and severity of catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, as well as the Company’s response to any of the aforementioned factors. These risks,
as well as other risks associated with the proposed transaction, are more fully discussed in the Proxy Statement. Additional risks and
uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements
are included under the caption “Risk Factors” in the Company’s most recent annual and quarterly reports filed with the
SEC and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed from time to time and available at www.sec.gov.
While the list of factors presented here is, and the list of factors presented in the Proxy Statement are, considered representative,
no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with
those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial
loss, legal liability and similar risks, any of which could have a material adverse effect on the Company’s financial condition,
results of operations, or liquidity. The forward-looking statements included herein are made only as of the date hereof. The Company does
not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information,
future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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 |
| |
|
|
| Dated: August 31, 2023 |
By: |
/s/ Mark A. Koch |
| |
|
Name: Mark A. Koch |
| |
|
Title: Chief Financial Officer |
Exhibit 99.1
eMagin Stockholders Approve Acquisition by Samsung
Display
HOPEWELL
JUNCTION, N.Y., August 31, 2023 — eMagin Corporation (NYSE American: EMAN) (“eMagin” or the “Company”),
a U.S.-based leader in the development, design, and manufacture of Active-Matrix OLED microdisplays for high-resolution, AR/VR and other
near-eye imaging products, today announced that its stockholders voted to approve eMagin’s pending acquisition by Samsung Display
Co., Ltd. (“Samsung Display”), a subsidiary of Samsung Electronics Co., Ltd. and manufacturer and distributor of
display products, at eMagin’s special meeting of stockholders held earlier today.
The final voting results on the proposals voted on at the special meeting
will be set forth in a Form 8-K filed by eMagin with the U.S. Securities and Exchange Commission, after certification by eMagin’s
inspector of elections.
As previously announced, under the terms of the merger agreement, all
outstanding shares of eMagin common stock on a fully diluted basis will be acquired for $2.08 per share in cash, in a transaction valued
at approximately $218 million. The transaction is currently expected to close in the second half of 2023, subject to customary closing
conditions, including the receipt of regulatory approvals. Upon completion of the transaction, eMagin common stock will no longer trade
on the NYSE American, and eMagin will become a private company.
About eMagin Corporation
eMagin is the leader in OLED microdisplay technology, enabling the
visualization of digital information and imagery for world-class customers in the military, consumer, medical and industrial markets.
The Company invents, engineers, and manufactures display technologies of the future and is the only manufacturer of OLED displays in the
United States. eMagin's Direct Patterning Technology (dPd™) will transform the way the world consumes information. Since 2001, eMagin's
microdisplays have been used in AR/VR, aircraft helmets, heads-up display systems, thermal scopes, night vision goggles, future weapon
systems and a variety of other applications. For more information, please visit www.emagin.com.
About Samsung Display
Samsung Display is a global leader of cutting-edge display solutions.
The company diversifies display applications not only for smartphones, TVs, laptops, and monitors, but also smartwatches, game consoles
and automotive applications and has close partnerships with a variety of global manufacturers. Samsung Display is leading the foldable
display market based on its innovative technology, enabling the world’s first mass-production of OLED and Quantum Dot-OLED, and
endeavors to develop next-generation technology such as slidable, rollable, and stretchable displays to provide new experiences and possibilities
to consumers. Samsung Display prioritizes environmental and social values throughout the entire process of product manufacturing. The
company will further evolve into a sustainable company dedicated to the development and happiness of humanity. For more information, please
visit https://www.samsungdisplay.com /eng/index.jsp or https://global.samsungdisplay.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934. These forward-looking statements are based on the Company’s current expectations, estimates
and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry,
management’s beliefs and certain assumptions made by the Company and Samsung Display, all of which are subject to change. In this
context, forward-looking statements often address expected future business and financial performance and financial condition, and often
contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,”
“could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions
or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking
statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees
of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and
other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other
action required to consummate the proposed transaction in a timely matter or at all, are not guarantees of future results and are subject
to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking
statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated
in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying
on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the ability
of the parties to consummate the proposed transaction in a timely manner or at all; (ii) the satisfaction (or waiver) of closing
conditions to the consummation of the proposed transaction; (iii) potential delays in the consummation of the proposed transaction;
(iv) the ability of the Company to timely and successfully achieve the anticipated benefits of the proposed transaction; (v) the
occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement; (vi) the
Company’s ability to implement its business strategy; (vii) significant transaction costs associated with the proposed transaction;
(viii) potential litigation relating to the proposed transaction; (ix) the risk that disruptions from the proposed transaction
will harm the Company’s business, including current plans and operations; (x) the ability of the Company to retain and hire
key personnel; (xi) potential adverse reactions or changes to business relationships resulting from the announcement or completion
of the proposed transaction; (xii) legislative, regulatory and economic developments affecting the Company’s business; (xiii) general
economic and market developments and conditions; (xiv) potential business uncertainty, including changes to existing business relationships,
during the pendency of the proposed transaction that could affect the Company’s financial performance; (xv) restrictions during
the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic
transactions; and (xvi) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or
outbreak of war or hostilities, as well as the Company’s response to any of the aforementioned factors.
Additional risks and uncertainties that could cause actual outcomes
and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk
Factors” in the Company’s most recent annual and quarterly reports filed with the SEC and any subsequent reports on Form 10-K,
Form 10-Q or Form 8-K filed from time to time and available at www.sec.gov. While the list of factors presented in this press
release will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material
differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business
disruption, operational problems, financial loss, legal liability and similar risks, any of which could have a material adverse effect
on the Company’s financial condition, results of operations, or liquidity. The forward-looking statements included herein are made
only as of the date hereof. The Company does not assume any obligation to publicly provide revisions or updates to any forward-looking
statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise
required by securities and other applicable laws.
# # #
Contact
eMagin Corporation
Mark A. Koch
Chief Financial Officer
845-838-7900
investorrelations@emagin.com
Sharon Merrill Associates, Inc.
Nicholas Manganaro
617-542-5300
eman@investorrelations.com
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eMagin (AMEX:EMAN)
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부터 5월(5) 2023 으로 5월(5) 2024
