SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 29, 2003
eMagin Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-24757 56-1764501
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification
Incorporation) Number)
2070 Route 52, Hopewell Junction, New York 12533
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(Address of principal executive offices) (zip code)
(845) 892-1900
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(Registrant's telephone number, including area code)
ITEM 4.1 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 29, 2003, eMagin Corporation, (the "Company") notified Grant
Thornton LLP of its decision to terminate its business relationship with them.
On December 30, 2003, the Company engaged Eisner LLP as independent auditors of
the Company for the fiscal year ending December 31, 2003. The action to engage
Eisner LLP was taken upon the unanimous approval of the Audit Committee of the
Board of Directors of the Company.
During the last fiscal year ended December 31, 2002 and through December
29, 2003, (i) there were no disagreements between the Company and Grant Thornton
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved to the
satisfaction of Grant Thornton would have caused Grant Thornton to make
reference to the matter in its reports on the Company's financial statements,
and (ii) Grant Thornton's reports did not contain an adverse opinion or a
disclaimer of opinion, nor was qualified or modified as to uncertainty, audit
scope, or accounting principles, except as described below. During the last
fiscal year ended December 31, 2002 and through December 29, 2003, there were no
reportable events as the term described in Item 304(a)(1)(iv) of Regulation S-B.
Grant Thornton's opinion in its report on the Company's financial statements for
the year ended December 31, 2002, included an explanatory paragraph that
described uncertainties regarding the Company's ability to continue as a going
concern. The consolidated financial statements of eMagin Corporation as of
December 31, 2001 were audited by Arthur Anderson LLP who have ceased operations
and whose report dated March 13, 2002 included an explanatory paragraph that
described uncertainties regarding the Company's ability to continue as a going
concern.
During the two most recent fiscal years and through December 29, 2003, the
Company has not consulted with Eisner LLP regarding either:
1. the application of accounting principles to any specified transaction,
either completed or proposed, or the type of audit opinion that might
be rendered on the Company's financial statements, and neither a
written report was provided to the Company nor oral advice was
provided that Eisner LLP concluded was an important factor considered
by the Company in reaching a decision as to the accounting, auditing
or financial reporting issue; or
2. any matter that was either subject of disagreement or event, as
defined in Item 304(a)(1)(iv)(A) of Regulation S-B and the related
instruction to Item 304 of Regulation S-B, or a reportable event, as
that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.
The Company has requested that Grant Thornton LLP furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of such letter, dated December 31, 2003, is
filed as Exhibit 16.1 to this Form 8-K.
ITEM 7(c). Exhibits.
Exhibit 16.1 Letter from Grant Thornton LLP, dated December 31, 2003 regarding
their resignation as the Company's independent auditors.
SIGNATURES
Pursuant to the requirements of the Securities and 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
By: /s/ Gary W. Jones
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Name: Gary W. Jones
Title: President and Chief Executive Officer
Dated: December 31, 2003