form8k.htm
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): May 8, 2009
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. 8 th
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
Friedman, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New York,
New York 10006
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 1.01
Entry into a Material Definitive Agreement
On May 8,
2009, eMagin Corporation (the Company”) and Paul C.
Campbell, executed an executive employment agreement (the “Employment
Agreement”), pursuant to which Mr. Campbell (who was serving as the
Company’s Interim Chief Financial Officer) will serve as the Company’s Chief
Financial Officer, Senior Vice President and Treasurer effective May 8,
2009. Pursuant to the Employment Agreement, Mr. Campbell will be paid
a salary of $282,000. Mr. Campbell’s salary will be reviewed on or before
January 1st of each year by the Company’s Compensation Committee to
determine if Mr. Campbell’s base salary should be
increased. Pursuant to the Employment Agreement, the Company
issued Mr. Campbell options to purchase up to 340,000 shares of the Company’s
common stock, which are exercisable at $1.09 per share, the market price on the
date of grant. One third of the options vest as of the
Effective Date, one third of the options vest on the first anniversary of the
Employment Agreement and one third vest on the second anniversary of the
Employment Agreement.
If Mr.
Campbell voluntarily terminates his employment with the Company, other than for
Good Reason as defined in the Employment Agreement, he shall cease to accrue
salary, personal time off, benefits and other compensation on the date of
voluntary termination. The Company may terminate Mr. Campbell’s employment
with or without cause. If the Company terminates without cause, Mr.
Campbell will be entitled to, at the Company’s sole discretion, either (i)
monthly salary payments for twelve (12) months, based on his monthly rate of
base salary at the date of such termination, or (ii) a lump-sum payment of his
salary for such 12 month period, based on his monthly rate of base salary at the
date of such termination. Mr. Campbell shall also be entitled to receive (i)
payment for accrued and unpaid vacation pay and (ii) all bonuses that have
accrued during the term of the Employment Agreement, but not been
paid.
Paul
Campbell became the Company’s Interim Chief Financial Officer on April 15, 2008.
Mr. Campbell has been a partner with Tatum, LLC (“Tatum”), an executive services
firm, since November 2007. Mr. Campbell served as the Chief Financial
Officer of four public companies, including Checkers Drive-In Restaurants, Inc,
which until 2006 was traded on the Nasdaq and as Chief Financial Officer of
Famous Dave’s of America, Inc., a publicly held company currently trading on the
Nasdaq. Mr. Campbell also served as Chief Financial Officer of Sonus
Corporation, a medical device retailer, and of Organic To Go, Inc., an emerging
publicly-held food company, from May 2007 through October 2007. From
2001 through April 2007, Mr. Campbell owned and operated Campbell Capital, LLC,
a consulting and investment firm in Seattle, Washington providing strategic
planning and financing services to small businesses. Mr. Campbell received
his Masters of Business Administration from Pepperdine University and his
Bachelor of Arts degree in Business Economics from the University of California
at Santa Barbara.
The
foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Employment
Agreement which is attached as an exhibit to this Amendment.
In
connection with the employment of Paul Campbell, the Company is entering into an
agreement with Tatum LLC (“Tatum”). Pursuant to the agreement with
Tatum, the Company will pay Tatum a signing fee of $97,700 and shall pay Tatum
$1,000 per month for as long as Mr. Campbell is employed by
eMagin. In addition, the Company is required to grant Tatum 60,000
options with the same vesting and exercise price as Mr. Campbell's and 15%
of any cash bonus that is paid to Mr. Campbell.
Item
5.02. Departure of Directors or Principal Officers; Election of
Director; Appointment of Principal Officers.
See Item
1.01 above.
Item 9.01
Financial Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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Executive
Employment Agreement, dated as of May 8, 2009, by and between the Company
and Paul Campbell
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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:
May 13, 2009
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By:
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/s/
Andrew G. Sculley
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Name: Andrew
G. Sculley
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Title:
Chief Executive Officer
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Exhibit
List
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Exhibit
Number
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Description
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10.1
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Executive
Employment Agreement, dated as of May 8, 2009, by and between the Company
and Paul Campbell
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4