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):
October
4
,
2018
eMagin Corporation
(Exact name of registrant as specified in charter)
Delaware
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001-15751
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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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2070 Route 52
Hopewell Junction, NY 12533
(Address of principal executive office)
Registrant’s telephone number, including area code
(845) 838-7900
Not Applicable
(Former name or former address, if changed since last report)
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:
☐
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 as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the
Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
☐
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
5.02
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
.
On
October
4
, 2018, the Company announced several management changes effective September 30, 2018.
In addition to his role as Chief Financial Officer,
Mr.
Jeffrey Lucas
was promoted to
President
,
with responsibility for the Company’s
core business activities
. Dr
.
Amal Ghosh
, Senior Vice President, Research and Development,
was
promoted to
Chief Technology Officer
.
Mr.
Andrew Sculley
, the Chief Executive Officer,
resigned as
President
but
continue
s
to serve as Chief Executive Officer and as a director of the Company with continuing responsibility
to oversee the
advancement
of the Company’s
technology
.
In conjunction with these changes, the Compensation Committee of the Board approved
,
effective September 30, 2018
,
an
increase in annual salary from $355,000 to $400,000 for
Mr.
Lucas,
and an
increase in annual salary from $320,000 to $355,000 for
Mr.
Ghosh
.
There were no arrangements or understandings between
either
Mr. Lucas
or Mr.
Ghosh
and any other persons pursuant to which each was selected
as an
officer
, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the
SEC
between either Mr.
Lucas
and the Company
or Mr. Ghosh and the Company
required to be disclosed herein.
Item 5.03
Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
On
September 28
, 2018
, the
Board
approved
the Second Amended and Restated By
-
L
aws of the Company
(the “
Amended
By-Laws
”), which
amend
s
and restate
s
the Company’s Amended and Restated
By-Laws
(the “Current
By-Laws
”)
.
The
Amended
By-Laws
amends
Article IV
of the
Current
By-Laws
relating to the designation and appointment of the President of the Company.
The summary of the
Amended
By-Laws
above is qualified in its entirety by the
Amended
By-Laws
filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item
7
.01
Regulation FD
D
isclosure
.
On
October
4
, 2018
,
the Company issued a press release announcing the executive officer promotions
described in Item 5.02 of this Form 8-K.
A copy of this press release is furnished herewith as Exhibit 99.1
.
Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item
7.01
and Exhibit 99.1
hereto
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
and shall not
be incorporated by reference in any filing under the Securities Act of 1933, a
s amended
, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: October
4
, 2018
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By:
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/s/ Jeffrey Lucas
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Jeffrey Lucas,
President and
Chief Financial Officer
.
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