As filed with the Securities and Exchange Commission
on October 27, 2023
Registration No. 333-235672
Registration No. 333-219968
Registration No. 333-189300
Registration No. 333-179219
Registration No. 333-166876
Registration No. 333-156976
Registration No. 333-146713
Registration No. 333-138879
Registration No. 333-134526
Registration No. 333-117181
Registration No. 333-111011
Registration No. 333-108959
Registration No. 333-103566
Registration No. 333-32474
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT REGISTRATION STATEMENT NO. 333-235672
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT REGISTRATION STATEMENT NO. 333-219968
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT REGISTRATION STATEMENT NO. 333-189300
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT REGISTRATION STATEMENT NO. 333-179219
POST-EFFECTIVE AMENDMENT NO. 2
TO FORM S-8 REGISTRATION STATEMENT REGISTRATION STATEMENT NO. 333-166876
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT REGISTRATION STATEMENT NO. 333-156976
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT REGISTRATION STATEMENT NO. 333-146713
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT REGISTRATION STATEMENT NO. 333-138879
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT REGISTRATION STATEMENT NO. 333-134526
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT REGISTRATION STATEMENT NO. 333-117181
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT REGISTRATION STATEMENT NO. 333-111011
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT REGISTRATION STATEMENT NO. 333-108959
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8 REGISTRATION STATEMENT REGISTRATION STATEMENT NO. 333-103566
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT REGISTRATION STATEMENT NO. 333-32474
UNDER THE SECURITIES ACT OF 1933
eMagin Corporation
(Exact name of registrant as specified in its charter)
Delaware |
001-15751 |
56-1764501 |
(State or Other Jurisdiction |
(Commission |
(IRS Employer |
of Incorporation)
|
File Number) |
Identification No.) |
700 South Drive, Suite 201, |
|
|
Hopewell Junction, NY |
|
12533 |
(Address of principal executive offices) |
|
(Zip Code) |
(845) 838-7900
(Registrant’s telephone number, including
area code)
eMagin 2019 Employee and Consultant Stock Option
and Incentive Plan
eMagin 2019 Non-Employee Director Stock Option
and Incentive Plan
eMagin Corporation 2017
Stock Option and Incentive Plan
2013 Incentive Stock Plan
Amended and Restated 2003 Employee Stock Option
Plan
2011 Incentive Stock Plan
2008 Incentive Stock
Plan
2003 Employee Stock Option Plan
2005 Employee Stock Purchase Plan
2004 Non-Employee Stock Compensation Plan
Non-Plan Options
2003 Stock Option Plan And Compensation Agreement
Compensation Agreements
2000 Stock Option Plan
(Full title of the plan)
Andrew G. Sculley
eMagin Corporation
Chief Executive Officer
700 South Drive, Suite 201,
Hopewell Junction, NY 12533
Telephone: (845) 838-7900
(Telephone number, including area code, of agent
for service)
Copies of communications to:
Bradley L. Finkelstein, Esq.
O’Melveny & Myers LLP
2765 Sand Hill Road
Menlo Park, CA 94025-7019
(650) 473-2600
Noah Kornblith, Esq.
O’Melveny & Myers LLP
Two Embarcadero Center
28th Floor
San Francisco, California 94111
Telephone: (415) 984-8700
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer | |
¨ | |
Accelerated filer | |
| ¨ | |
Non-accelerated filer | |
x | |
| |
| | |
Smaller reporting company | |
x | |
| |
| | |
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 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
This post-effective amendment (the “Post Effective Amendment”)
relates to the following Registration Statements on Form S-8 (the “Registration Statements”), filed with the Securities
and Exchange Commission (the “Commission”) of eMagin Corporation (the “Company”), and is being filed to withdraw
from registration all shares of common stock (“Common Stock”) of the Company that had been registered but remain unsold under
such Registration Statements:
| ● | Registration Statement (File No. 333-235672), filed with the Commission on December 23, 2019, pertaining to registration
of 5,000,000 additional shares of Common Stock, which were reserved for issuance under the eMagin 2019 Employee and Consultant Stock Option
and Incentive Plan and 2,000,000 additional shares of Common Stock, which were reserved for issuance under the eMagin 2019 Non-Employee
Director Stock Option and Incentive Plan; |
| ● | Registration Statement (File No. 333-219968 ), filed with the Commission on August 14, 2017, pertaining to registration
of 2,000,000 additional shares of Common Stock, which were reserved for issuance under the eMagin Corporation 2017 Stock Option and Incentive
Plan; |
| ● | Registration Statement (File No. 333-189300), filed with the Commission on June 14, 2013 pertaining to registration of 1,500,000
shares of Common Stock, which were reserved for issuance under the 2013 Incentive Stock Plan; |
| ● | Registration Statement (File No. 333-179219), filed with the Commission on January 27, 2012 pertaining to registration of
1,400,000 additional shares of Common Stock, which were reserved for issuance under the 2011 Incentive Stock Plan and 899,247 additional
shares of Common Stock, which were reserved for issuance under the Amended and Restated 2003 Employee Stock Option Plan; |
| ● | Registration Statement (File No. 333-166876), filed with the Commission on May 17 2010, as amended on November 23,
2011 pertaining to registration of 3,325,369 additional shares of Common Stock, which were reserved for issuance under the Amended and
Restated 2003 Employee Stock Option Plan ; |
| ● | Registration Statement (File No. 333-156976), filed with the Commission on January 27, 2009 pertaining to registration of
2,000,000 additional shares of Common Stock, which were reserved for issuance under the 2008 Incentive Stock Plan; |
| ● | Registration Statement (File No. 333-146713), filed with the Commission on October 15, 2007 pertaining to registration of
515,225 additional shares of Common Stock, which were reserved for issuance under the 2003 Employee Stock Option Plan and 75,000 additional
shares of Common Stock, which were reserved for issuance under the 2005 Employee Stock Purchase Plan; |
| ● | Registration Statement (File No. 333-138879), filed with the Commission on November 21, 2006 pertaining to registration
of 750,000 additional shares of Common Stock, which were reserved for issuance under the 2004 Non-Employee Stock Compensation; |
| ● | Registration Statement (File No. 333-134526), filed with the Commission on May 26, 2006 pertaining to registration of 1,500,000
additional shares of Common Stock, which were reserved for issuance under the 2005 Employee Stock Purchase Plan, 1,000,000 additional
shares of Common Stock, which were reserved for issuance under the 2004 Non-Employee Stock Compensation Plan, 5,388,339 additional shares
of Common Stock, which were reserved for issuance under the Amended and Restated 2003 Stock Option Plan and 6,112,000 additional shares
of Common Stock, which were reserved for issuance outside of Option Plans through 2005; |
| ● | Registration Statement (File No. 333-117181), filed with the Commission on July 7, 2004 pertaining to registration of 1,000,000
additional shares of Common Stock, which were reserved for issuance under 2004 Non-Employee Compensation Plan; |
| ● | Registration Statement (File No. 333-111011), filed with the Commission on December 9, 2003 pertaining to registration of
9,250,000 additional shares of Common Stock, which were reserved for issuance under the 2003 Employee Stock Option Plan; |
| ● | Registration Statement (File No. 333-108959), filed with the Commission on September 19, 2003 pertaining to registration
of 174,333 additional shares of Common Stock, which were reserved for issuance under the Compensation Agreements; |
| ● | Registration Statement (File No. 333-103566), filed with the Commission on March 3, 2003 as amended on March 4, 2003,
pertaining to registration of 2,665,000 additional shares of Common Stock, which were reserved for issuance under the 2000 Stock Option
Plan; and |
| ● | Registration Statement (File No. 333-32474), filed with the Commission on March 14, 2000 pertaining to registration of 3,900,000
additional shares of Common Stock, which were reserved for issuance under 2000 Stock Option Plan. |
On October 18, 2023, pursuant to that certain Agreement and Plan
of Merger, dated May 17, 2023 (the “Merger Agreement”), by and among Samsung Display Co., Ltd., a Korean corporation
(“Parent”), Emerald Intermediate, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Silk USA”),
Emerald Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Silk USA (“Merger Sub”) and the Company,
Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a subsidiary of Silk
USA.
In connection with the closing of the Merger, the offerings pursuant
to the Registration Statements have been terminated. The Company hereby terminates the effectiveness of the Registration Statements and,
in accordance with undertakings made by the Company in the Registration Statements to remove from registration by means of a post-effective
amendment any of the securities that had been registered but which remain unsold at the termination of the offerings, hereby removes from
registration any and all securities registered but not sold under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Post-Effective Amendment to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hopewell Junction, State of New York, on the 27th day of October, 2023.
| | eMagin Corporation |
| | |
| | By: |
/s/ Andrew G. Sculley |
| | |
Name: |
Andrew G. Sculley |
| | |
Title: |
Chief Executive Officer |
No other person is required to sign this Post-Effective Amendment in
reliance upon Rule 478 under the Securities Act of 1933, as amended.
eMagin (AMEX:EMAN)
Historical Stock Chart
From Dec 2024 to Jan 2025
eMagin (AMEX:EMAN)
Historical Stock Chart
From Jan 2024 to Jan 2025