SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (a)
(Amendment No. 1)1
eMagin Corporation
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(Name of Issuer)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
29076N 10 7
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(CUSIP Number)
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Anthony M. Roncalli, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
(212) 408-5100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 5, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6
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CUSIP No. 29076N 10 7 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stillwater LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |_| (a)
|X| (b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------- ------- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
13,725,841 (1)
SHARES
------- ----------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
OWNED BY 0
------- ----------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
13,725,841
------- --------------------------------- ------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
1,340,526 (2)
------------------- ------- --------------------------------- ------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,066,367
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
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14 TYPE OF REPORTING PERSON
OO
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1 Consists of Issuer's Common Stock and the aggregate number of shares of the
Issuer's Common Stock issuable upon exercise of Stock Purchase Warrants
dated November 27, 2001, as amended, January 14, 2002, as amended, June 26,
2002, April 25, 2003 and March 3, 2004.
2 The sole member of Stillwater LLC is the investment manager of a
corporation that owns such reported securities.
Page 2 of 6
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CUSIP No. 29076N 10 7 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ginola Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |_| (a)
|X| (b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Isle of Man
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7
NUMBER OF SOLE VOTING POWER
SHARES 4,629,209 (3)
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8
BENEFICIALLY SHARED VOTING POWER
OWNED BY 0
------- ----------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
4,629,209
------- ----------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
1,855,865 (4)
------------------- ------- ----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,485,074
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
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14 TYPE OF REPORTING PERSON
CO
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3 Consists of aggregate number of shares of the Issuer's Common Stock
issuable upon exercise of Stock Purchase Warrants dated November 27, 2001,
as amended, January 14, 2002, as amended, April 25, 2003 and March 3, 2004.
4 Consists of shares of Common Stock and warrants owned by trusts and holding
companies with the same directors and/or controlling shareholders as
Ginola. This report shall not be deemed an admission that Ginola is the
beneficial owner of such securities for purposes of Section 13(d) or 13(g)
of the Act.
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CUSIP No. 29076N 10 7 13D
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This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being filed
by Stillwater LLC, a Delaware limited liability company ("Stillwater") and
Ginola Limited, a company organized in Isle of Man ("Ginola" and, together with
Stillwater, the "Reporting Persons"), to amend the Schedule 13D (the "Schedule
13D") filed by the Reporting Persons on May 5, 2003, with respect to beneficial
ownership of common stock, $0.001 par value per share (the "Common Stock"), of
eMagin Corporation ("eMagin" or "Issuer"), a corporation organized under the
laws of the State of Delaware. The address of the principal executive offices of
eMagin is 2070 Route 52, Hopewell Junction, New York 12533.
In accordance with Exchange Act Rule 13d-2, this Amendment No. 1 amends
and supplements only information that has materially changed since the May 5,
2003 filing of the Schedule 13D. Unless otherwise indicated herein, terms used
but not otherwise defined in this Amendment No. 1 shall have the same respective
meanings herein as are ascribed to such terms in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Common Stock Percent
Beneficially Owned of Class
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(a) Stillwater (1) 15,066,367 21.2%
Ginola (3) 6,485,074 9.7%
Common Stock Percent
(b) Stillwater Beneficially Owned of Class
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Sole Voting Power (1) 13,725,841 19.4%
Shared Voting Power - 0 - 0%
Sole Dispositive Power (1) 13,725,841 19.4%
Shared Dispositive Power (2) 1,340,526 2.1%
Common Stock Percent
Ginola Beneficially Owned of Class
------ ------------------ --------
Sole Voting Power (3) 4,629,209 7.0%
Shared Voting Power - 0 - 0%
Sole Dispositive Power (3) 4,629,209 7.0%
Shared Dispositive Power (4) 1,855,865 2.9%
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1 Consists of Issuer's Common Stock and the aggregate number of shares of the
Issuer's Common Stock issuable upon exercise of Stock Purchase Warrants
dated November 27, 2001, as amended, January 14, 2002, as amended, June 26,
2002, April 25, 2003 and March 3, 2004.
2 The sole member of Stillwater LLC is the investment manager of a
corporation that owns such reported securities.
3 Consists of aggregate number of shares of the Issuer's Common Stock
issuable upon exercise of Stock Purchase Warrants dated November 27, 2001,
as amended, January 14, 2002, as amended, April 25, 2003 and March 3, 2004.
4 Consists of shares of Common Stock and warrants owned by trusts and holding
companies with the same directors and/or controlling shareholders as
Ginola. This report shall not be deemed an admission that Ginola is the
beneficial owner of such securities for purposes of Section 13(d) or 13(g)
of the Act.
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CUSIP No. 29076N 10 7 13D
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(c) Since the filing of the Schedule 13D on May 5, 2003, each Reporting Person
(i) exercised on January 13, 2004 the option granted by the Travelers
Insurance Company and (ii) converted its Secured Convertible Notes into
Issuer's Common Stock on March 3, 2004. In addition, Stillwater sold
400,000 shares of Issuer's Common Stock for $2.21 per share, in a private
transaction on February 4, 2004. Furthermore, both Stillwater and Ginola
were issued 1,035,520 and 416,308 Warrants with an exercise price of $2.76,
respectively, by the Issuer in consideration of the Reporting Persons
agreeing to enter into a Master Amendment Agreement between the Reporting
Persons, the Issuer and certain other secured investors dated February 17,
2004, as amended on March 1, 2004 and approved by the American Stock
Exchange on March 3, 2004.
(d) Not applicable.
(e) Not applicable.
Item 7. To Be Filed as Exhibits.
Exhibit No. Description Page
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1 Agreement of Reporting Persons to file joint 6
statement on Schedule 13D
Signatures
After reasonable inquiry and to the best knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: March 5, 2004
STILLWATER LLC
By: /s/ Mortimer D.A. Sackler
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Name: Mortimer D.A. Sackler
Title: President
GINOLA LIMITED
By: /s/ Johathan G. White
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Name: Jonathan G. White
Title: Director
Page 5 of 6
EXHIBIT 1
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CUSIP No. 29076N 10 7
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JOINT FILING AGREEMENT
Dated as of March 5, 2004
This will confirm the agreement by and among all the undersigned that the
Schedule 13D filed on or about this date and any amendments thereto (the
"Schedule 13D") with respect to beneficial ownership by the undersigned of
shares of the Common Stock, par value $0.001 per share, of eMagin Corporation is
being filed on behalf of each of the undersigned in accordance with Rule
13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act").
Each of the undersigned persons hereby disclaims being a member of a group and
also disclaims beneficial ownership of the securities in eMagin Corporation
beneficially owned and/or held by the other person. The information set forth in
the Schedule 13D shall not be deemed an admission by either of the undersigned
persons that such person is a member of a group or that such person is the
beneficial owner of securities beneficially owned and/or held by the other
undersigned person for purposes of Sections 13(d) and 13(g) of the Act or any
other purpose.
This agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as
of date first written above.
STILLWATER LLC
By:_____________________________
Name: Mortimer D.A. Sackler
Title: President
GINOLA LIMITED
By:_____________________________
Name: Jonathan G. White
Title: Director
Page 6 of 6