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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">UNITED STATES</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">SECURITIES AND EXCHANGE COMMISSION</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Washington, D.C. 20549</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>FORM 8-K</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">CURRENT REPORT</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">PURSUANT TO SECTION 13 OR 15(D) OF THE</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">SECURITIES EXCHANGE ACT OF 1934</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Date of Report (Date of earliest event reported)
&ndash; June 15, 2012</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>VUZIX CORPORATION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Exact Name of Registrant as Specified in
its Charter)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Delaware</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(State or Other Jurisdiction of Incorporation)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

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    <TD STYLE="width: 48%; font-weight: bold; text-align: center">000-53846</TD>
    <TD STYLE="width: 4%; font-weight: bold; text-align: center">&nbsp;</TD>
    <TD STYLE="width: 48%; font-weight: bold; text-align: center">04-3392453</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: center">(Commission File Number)</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD STYLE="text-align: center">(IRS Employer Identification No.)</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>75 Town Centre Drive, Rochester, New
York 14623</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Address of principal executive offices)
(Zipcode)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>(585)&nbsp;359-5900</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Registrant&rsquo;s Telephone Number, Including
Area Code)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Not Applicable</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Former Name or Former Address, if Changed
Since Last Report)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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:&nbsp;</P>

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<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Wingdings">&uml;</FONT></TD><TD STYLE="text-align: justify">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Wingdings">&uml;</FONT></TD><TD STYLE="text-align: justify">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Wingdings">&uml;</FONT></TD><TD STYLE="text-align: justify">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Wingdings">&uml;</FONT></TD><TD STYLE="text-align: justify">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-align: justify; text-indent: -0.25in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>INFORMATION TO BE INCLUDED IN THE REPORT</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>SECTION 1 REGISTRANT&rsquo;S BUSINESS AND OPERATIONS</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Section&nbsp;1 &mdash; Registrant&rsquo;s Business and Operations</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Item&nbsp;1.01 Entry Into a Material Definitive Agreement</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><U>Asset Purchase Agreement</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt; background-color: white">On June&nbsp;15,
2012, the Company entered into an Asset Purchase Agreement dated as of June&nbsp;15, 2012 (the &ldquo;Agreement&rdquo;) between
the Company and TDG Acquisition Company, LLC, a Delaware limited liability company (&ldquo;TDG&rdquo;). Pursuant to the Agreement,
the Company sold and licensed those of its assets (including <FONT STYLE="color: black">equipment, tooling, certain patents and
trademarks) </FONT>that comprised its tactical defense group, which engaged in the business of selling and licensing products and
providing services, directly and indirectly, to military organizations and defense and security organizations (the &ldquo;Business&rdquo;).
The Business included sale of the Company&rsquo;s proprietary Tac-Eye displays. <FONT STYLE="color: black">The Company received
a worldwide, royalty free, assignable grant-back license to all the patents and other intellectual property sold to TDG, for use
in the manufacture and sale of products other than in the military, defense and security markets. The Company retained the right
to sell goods and services to end user consumers, and to TDG and TDG and the Company jointly received the right to sell goods and
services into all markets other than the military, defense and security markets and the consumer market.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">The purchase price paid to the Company
by TDG consists of 2 components: $8,500,000 less $204,667 in adjustments , or $8,295,333, which was paid at closing, and up to
an additional $2.5 million, which will be received only if TDG achieves certain quarterly and annual revenue targets from sales
of goods and services to military organizations and defense and security organizations. The purchase price was determined by arm&rsquo;s
length negotiations between the parties.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">&nbsp;&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">In addition, the Agreement provides that
each of the parties</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD STYLE="text-align: left">will be precluded from conducting business in certain markets, which, in the case of the Company,
is the sale of goods and services to military organizations and defense and security organizations, (provided, it may seek and
perform contracts with certain identified government agencies and, in the case of TDG, is the sale of goods and services to end
user consumers</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD STYLE="text-align: left">will each be able to conduct business in the remaining markets</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD STYLE="text-align: left">will each refer to the other, business opportunities for the sale of products and services in its
market</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">Pursuant to the Agreement, TDG has hired
certain former employees of the Company and each of the parties has agreed for 10 years not to solicit for employment employees
of the other who have been employees within the 12 months preceding the solicitation for employment.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Agreement has been included as exhibit
2.1 to this Current Report on Form 8-K. Please review that document for additional information regarding its terms.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><I>Shared Services Agreement</I>. Pursuant
to the Agreement, the Company and TDG entered into a Shared Services Agreement, pursuant to which each of the parties will provide
to the other certain services for the operation of the business acquired by TDG and the business retained by the Company, respectively.
The term of the shared Services Agreement is up to 90 days, with an option to renew for a further 90 days subject to the mutual
agreement of the parties. It can be terminated by agreement of the parties or by either party on thirty (30) days&rsquo; notice
or upon the occurrence of an event of default. Compensation for the shared services varies depending on the services provided,
and includes a payment to the Company of $5000 per month for the use of certain equipment and facilities and payment on an hourly
fee basis for services rendered by the Company&rsquo;s employees. The Shared Services Agreement has been included as exhibit 10.1
to in this Current Report on Form 8-K. Please review that document for additional information regarding its terms.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><I>Reseller Agreement</I>. Also pursuant
to the Agreement, the Company and TDG entered into a Vuzix Authorized Reseller Agreement (the &ldquo;Reseller Agreement&rdquo;),
pursuant to which TDG is authorized as the exclusive reseller of the Company&rsquo;s products to military, defense and security
organizations, unless the TDG elects to have the Company make such sales. The Reseller Agreement has been included
as Exhibit 10.2 to this Current Report on Form 8-K. Please review that document for additional information regarding its terms.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><I>Restrictive Covenants Agreement</I>.
Also pursuant to the Agreement, the Company and Paul J. Travers (&ldquo;Travers&rdquo;), the President and Chief Executive Officer
of the Company, entered into a Restrictive Covenants Agreement (the &ldquo;Noncompetition Agreement&rdquo;), pursuant to which
Travers agreed not to compete, or to assist others to compete with TDG by developing, manufacturing, selling, distributing or licensing
products in competition with those of TDG to military, defense and security organizations. Travers has also agreed not to solicit,
or to assist anyone else to solicit, employees of TDG for employment, nor will he assist customers of or suppliers to TDG from
discontinuing their relationship with TDG. The Noncompetition Agreement has been included as Exhibit 10.3 to this Current Report
on Form 8-K. Please review that document for additional information regarding its terms.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><U>Kopin Loan Modification Agreement</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">In connection with the Agreement, Kopin
Corporation (&ldquo;Kopin&rdquo;) and the Company entered into a Loan Modification and Consent Agreement (the &ldquo;Modification
Agreement&rdquo;), pursuant to which Kopin consented to the sale of the assets sold to TDG pursuant to the Agreement, as required
by existing loan agreements between the Company and the Lender that have previously been filed with the Commission on Reports on
Form 8-K. Pursuant to the Letter Agreement, the Company paid $200,000 in reduction of the obligations of the Company to Kopin and
Kopin released its security interest in the assets sold to TDG pursuant to the Agreement. Further, pursuant to the Letter Agreement,
(a) Kopin agreed to defer further payments on the Note Payable the Company owes until July 15, 2013 after which the note is to
be repaid in 24 monthly installments, (b) the Company agreed to use 15% of any of the earn-out received to reduce its Note Payable,
and (c) the Company agreed to give Kopin a preferred security interest after the Company&rsquo;s commercial bank and LC Capital
Master Fund Ltd. The Letter Agreement has been included as exhibit 10.4 to this Current Report on Form 8-K. Please review that
document for additional information regarding its terms.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><U>LC Master Fund Loan Modification Agreement</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">In connection with the Agreement, LC Capital
Master Fund Ltd. (the &ldquo;Lender&rdquo;) and the Company entered into a letter agreement (the &ldquo;Letter Agreement&rdquo;),
pursuant to which the Lender consented to the sale of the assets sold to TDG pursuant to the Agreement, as required by existing
loan agreements between the Company and the Lender that have previously been filed with the Commission in Reports on Form 8-K.
Pursuant to the Letter Agreement, the Company paid the Lender $4,450,000 in reduction of the obligations of the Company to the
Lender and the Lender released its security interest in the assets transferred to TDG pursuant to the Agreement. The obligation
of the Company to repay remaining amount due the Lender, $619,122 is to be represented by a new note in that amount. This new note
carries an interest rate of 13.5% and is to repaid over 15 months, with equal payments commencing after the first 3 months. The
Company also agreed to use 40% of any of the earn-out received under the Agreement in reduction of this note. The Letter Agreement
has been included as exhibit 10.5 to this Current Report on Form 8-K. Please review that document for additional information regarding
its terms.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Section&nbsp;2&nbsp;&mdash; &nbsp;Financial Information</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 12%; font-weight: bold">Item 2.01</TD>
    <TD STYLE="width: 88%; font-weight: bold">Completion of Acquisition of Disposition of Assets</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">On June 15, 2012, the Company completed the sale of substantially
all of the assets of its TDG group pursuant to the Agreement and on the terms discussed in Item 1.01 above.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">TDG, a Delaware limited liability company, is a newly formed
entity that is expected to have its operations based in Rochester, New York. TDG will use the acquired assets to become engaged
in the business of selling and licensing products and providing services similar to those heretofore provide by the Company, directly
and indirectly, to military organizations and defense and security organizations.&nbsp;&nbsp;Because TDG is newly formed, it has
no historic revenues or operating results. Other than in connection with the acquisition, neither the company nor TDG, nor any
of their affiliates, nor any director or officer of the Company or TDG, nor any of their respective associates, has had any material
relationship with the other party.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Section&nbsp;9 &mdash; Financial Statements and Exhibits</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Item 2.03 &ndash; Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet arrangement of a Registrant</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">In connection with the Letter Agreement between the Company
and LC Capital Master Fund Ltd. (the &ldquo;Lender&rdquo;) the Company agreed to issue to the Lender a new promissory note in the
principal amount of $619,222, which represented the amount remaining due to the Lender after making the payment described in Item
1.01. This note carries an interest rate of 13.5% and is to be repaid over 15 months, with equal payments commencing after the
first 3 months. The Company also agreed to use 40% of any of the earn-out received under the Agreement in reduction of this note.
It is anticipated that this note will be issued promptly after closing.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Item&nbsp;9.01 Financial Statements and Exhibits</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">(d)&nbsp;Exhibits.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Exhibit&nbsp;2.1</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Asset Purchase Agreement, dated as June&nbsp;15, 2012, by and
between Vuzix Corporation and TDG Acquisition Company LLC. The Schedules and Exhibits to the Asset Purchase Agreement have been
omitted from this filing pursuant to Item&nbsp;601(b) of Regulation&nbsp;S-K. The Company will furnish copies of any of the exhibits
and schedules to the Securities and Exchange Commission upon request.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Exhibit&nbsp;10.1</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Shared Services Agreement, dated as of June 15, 2012, by and
between Vuzix Corporation and TDG Acquisition Company LLC. The Schedules and Exhibits to the Shared Services Agreement have been
omitted from this filing pursuant to Item&nbsp;601(b) of Regulation&nbsp;S-K. The Company will furnish copies of any of the exhibits
and schedules to the Securities and Exchange Commission upon request.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Exhibit&nbsp;10.2</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Reseller Agreement, dated as June&nbsp;15, 2012, by and between
Vuzix Corporation and TDG Acquisition Company LLC. The Schedules and Exhibits to the Reseller Agreement have been omitted from
this filing pursuant to Item&nbsp;601(b) of Regulation&nbsp;S-K. The Company will furnish copies of any of the exhibits and schedules
to the Securities and Exchange Commission upon request.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Exhibit 10.3</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Restrictive Covenants Agreement, dated as June&nbsp;15, 2012,
by and between Paul Travers and TDG Acquisition Company LLC.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Exhibit 10.4</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Kopin Loan Modification Agreement dated as June&nbsp;15, 2012,
by and among the Company, Kopin Corporation, TDG Acquisition Company LLC and Chu, Ring &amp; Hazel, LLP.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><U>Exhibit 10.5</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">LC Master Fund Loan Modification Agreement, dated as June&nbsp;15,
2012, by and between the Company and LC Master Fund, LLC</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Exhibit&nbsp;99.1</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Press Release issued by Vuzix Corporation, dated June&nbsp;18,
2012.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SIGNATURES</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD>Date: June 21, 2012</TD>
    <TD COLSPAN="2">VUZIX CORPORATION</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 50%">&nbsp;</TD>
    <TD STYLE="width: 5%">&nbsp;</TD>
    <TD STYLE="width: 45%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>By:</TD>
    <TD STYLE="border-bottom: windowtext 1pt solid">/s/ Paul J. Travers</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>Paul J. Travers</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>Chief Executive Officer and President</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>EXHIBIT INDEX</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 20%">Exhibit&nbsp;2.1</TD>
    <TD STYLE="width: 80%">Asset Purchase Agreement, dated as June&nbsp;15, 2012, by and between Vuzix Corporation and TDG Acquisition Company LLC.&nbsp;&nbsp; The Schedules and Exhibits to the Asset Purchase Agreement have been omitted from this filing pursuant to Item&nbsp;601(b) of Regulation&nbsp;S-K. The Company will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>Exhibit&nbsp;10.1</TD>
    <TD>Shared Services Agreement, dated as of June 15, 2012, by and between Vuzix Corporation and TDG Acquisition Company LLC.&nbsp; The Schedules and Exhibits to the Shared Services Agreement have been omitted from this filing pursuant to Item&nbsp;601(b) of Regulation&nbsp;S-K. The Company will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>Exhibit&nbsp;10.2</TD>
    <TD>Reseller Agreement, dated as June&nbsp;15, 2012, by and between Vuzix Corporation and TDG Acquisition Company LLC.&nbsp;&nbsp; The Schedules and Exhibits to the Reseller Agreement have been omitted from this filing pursuant to Item&nbsp;601(b) of Regulation&nbsp;S-K. The Company will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>Exhibit 10.3</TD>
    <TD>Restrictive Covenants Agreement, dated as June&nbsp;15, 2012, by and between Paul Travers and TDG Acquisition Company LLC.</TD></TR>
</TABLE>


<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<TR STYLE="vertical-align: top">
    <TD STYLE="width: 20%">Exhibit 10.4</TD>
    <TD STYLE="width: 80%">Kopin Loan Modification Agreement dated as June&nbsp;15, 2012, by and among the Company, Kopin Corporation, TDG Acquisition Company LLC and Chu, Ring &amp; Hazel, LLP.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>Exhibit 10.5</TD>
    <TD>LC Master Fund Loan Modification Agreement, dated as June&nbsp;15, 2012, by and between the Company and LC Master Fund, LLC.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>Exhibit&nbsp;99.1</TD>
    <TD>Press Release issued by Vuzix Corporation, dated June&nbsp;18, 2012.</TD></TR>
</TABLE>


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[{"type": "8-K", "sequence": "1", "filename": "v316455_8k.htm", "description": "FORM 8-K", "secsgml_size_bytes": 35197}]
{"company-data": {"conformed-name": "Vuzix Corp", "cik": "0001463972", "assigned-sic": "3577", "irs-number": "043392453", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-53846", "film-number": "12919976"}, "business-address": {"street1": "75 TOWN CENTRE DRIVE", "city": "ROCHESTER", "state": "NY", "zip": "14623", "phone": "585-359-5900"}, "mail-address": {"street1": "75 TOWN CENTRE DRIVE", "city": "ROCHESTER", "state": "NY", "zip": "14623"}}
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)
– June 15, 2012
VUZIX CORPORATION
(Exact Name of Registrant as Specified in
its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-53846
04-3392453
(Commission File Number)
(IRS Employer Identification No.)
75 Town Centre Drive, Rochester, New
York 14623
(Address of principal executive offices)
(Zipcode)
(585) 359-5900
(Registrant's Telephone Number, Including
Area Code)
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))
INFORMATION TO BE INCLUDED IN THE REPORT
SECTION 1 REGISTRANT'S BUSINESS AND OPERATIONS
Section 1 — Registrant's Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement
Asset Purchase Agreement
On June 15,
2012, the Company entered into an Asset Purchase Agreement dated as of June 15, 2012 (the "Agreement") between
the Company and TDG Acquisition Company, LLC, a Delaware limited liability company ("TDG"). Pursuant to the Agreement,
the Company sold and licensed those of its assets (including
equipment, tooling, certain patents and
trademarks)
that comprised its tactical defense group, which engaged in the business of selling and licensing products and
providing services, directly and indirectly, to military organizations and defense and security organizations (the "Business").
The Business included sale of the Company's proprietary Tac-Eye displays.
The Company received
a worldwide, royalty free, assignable grant-back license to all the patents and other intellectual property sold to TDG, for use
in the manufacture and sale of products other than in the military, defense and security markets. The Company retained the right
to sell goods and services to end user consumers, and to TDG and TDG and the Company jointly received the right to sell goods and
services into all markets other than the military, defense and security markets and the consumer market.
The purchase price paid to the Company
by TDG consists of 2 components: $8,500,000 less $204,667 in adjustments , or $8,295,333, which was paid at closing, and up to
an additional $2.5 million, which will be received only if TDG achieves certain quarterly and annual revenue targets from sales
of goods and services to military organizations and defense and security organizations. The purchase price was determined by arm's
length negotiations between the parties.
In addition, the Agreement provides that
each of the parties
·
will be precluded from conducting business in certain markets, which, in the case of the Company,
is the sale of goods and services to military organizations and defense and security organizations, (provided, it may seek and
perform contracts with certain identified government agencies and, in the case of TDG, is the sale of goods and services to end
user consumers
·
will each be able to conduct business in the remaining markets
·
will each refer to the other, business opportunities for the sale of products and services in its
market
Pursuant to the Agreement, TDG has hired
certain former employees of the Company and each of the parties has agreed for 10 years not to solicit for employment employees
of the other who have been employees within the 12 months preceding the solicitation for employment.
The Agreement has been included as exhibit
2.1 to this Current Report on Form 8-K. Please review that document for additional information regarding its terms.
Shared Services Agreement
. Pursuant
to the Agreement, the Company and TDG entered into a Shared Services Agreement, pursuant to which each of the parties will provide
to the other certain services for the operation of the business acquired by TDG and the business retained by the Company, respectively.
The term of the shared Services Agreement is up to 90 days, with an option to renew for a further 90 days subject to the mutual
agreement of the parties. It can be terminated by agreement of the parties or by either party on thirty (30) days' notice
or upon the occurrence of an event of default. Compensation for the shared services varies depending on the services provided,
and includes a payment to the Company of $5000 per month for the use of certain equipment and facilities and payment on an hourly
fee basis for services rendered by the Company's employees. The Shared Services Agreement has been included as exhibit 10.1
to in this Current Report on Form 8-K. Please review that document for additional information regarding its terms.
Reseller Agreement
. Also pursuant
to the Agreement, the Company and TDG entered into a Vuzix Authorized Reseller Agreement (the "Reseller Agreement"),
pursuant to which TDG is authorized as the exclusive reseller of the Company's products to military, defense and security
organizations, unless the TDG elects to have the Company make such sales. The Reseller Agreement has been included
as Exhibit 10.2 to this Current Report on Form 8-K. Please review that document for additional information regarding its terms.
Restrictive Covenants Agreement
.
Also pursuant to the Agreement, the Company and Paul J. Travers ("Travers"), the President and Chief Executive Officer
of the Company, entered into a Restrictive Covenants Agreement (the "Noncompetition Agreement"), pursuant to which
Travers agreed not to compete, or to assist others to compete with TDG by developing, manufacturing, selling, distributing or licensing
products in competition with those of TDG to military, defense and security organizations. Travers has also agreed not to solicit,
or to assist anyone else to solicit, employees of TDG for employment, nor will he assist customers of or suppliers to TDG from
discontinuing their relationship with TDG. The Noncompetition Agreement has been included as Exhibit 10.3 to this Current Report
on Form 8-K. Please review that document for additional information regarding its terms.
Kopin Loan Modification Agreement
In connection with the Agreement, Kopin
Corporation ("Kopin") and the Company entered into a Loan Modification and Consent Agreement (the "Modification
Agreement"), pursuant to which Kopin consented to the sale of the assets sold to TDG pursuant to the Agreement, as required
by existing loan agreements between the Company and the Lender that have previously been filed with the Commission on Reports on
Form 8-K. Pursuant to the Letter Agreement, the Company paid $200,000 in reduction of the obligations of the Company to Kopin and
Kopin released its security interest in the assets sold to TDG pursuant to the Agreement. Further, pursuant to the Letter Agreement,
(a) Kopin agreed to defer further payments on the Note Payable the Company owes until July 15, 2013 after which the note is to
be repaid in 24 monthly installments, (b) the Company agreed to use 15% of any of the earn-out received to reduce its Note Payable,
and (c) the Company agreed to give Kopin a preferred security interest after the Company's commercial bank and LC Capital
Master Fund Ltd. The Letter Agreement has been included as exhibit 10.4 to this Current Report on Form 8-K. Please review that
document for additional information regarding its terms.
LC Master Fund Loan Modification Agreement
In connection with the Agreement, LC Capital
Master Fund Ltd. (the "Lender") and the Company entered into a letter agreement (the "Letter Agreement"),
pursuant to which the Lender consented to the sale of the assets sold to TDG pursuant to the Agreement, as required by existing
loan agreements between the Company and the Lender that have previously been filed with the Commission in Reports on Form 8-K.
Pursuant to the Letter Agreement, the Company paid the Lender $4,450,000 in reduction of the obligations of the Company to the
Lender and the Lender released its security interest in the assets transferred to TDG pursuant to the Agreement. The obligation
of the Company to repay remaining amount due the Lender, $619,122 is to be represented by a new note in that amount. This new note
carries an interest rate of 13.5% and is to repaid over 15 months, with equal payments commencing after the first 3 months. The
Company also agreed to use 40% of any of the earn-out received under the Agreement in reduction of this note. The Letter Agreement
has been included as exhibit 10.5 to this Current Report on Form 8-K. Please review that document for additional information regarding
its terms.
Section 2 —  Financial Information
Item 2.01
Completion of Acquisition of Disposition of Assets
On June 15, 2012, the Company completed the sale of substantially
all of the assets of its TDG group pursuant to the Agreement and on the terms discussed in Item 1.01 above.
TDG, a Delaware limited liability company, is a newly formed
entity that is expected to have its operations based in Rochester, New York. TDG will use the acquired assets to become engaged
in the business of selling and licensing products and providing services similar to those heretofore provide by the Company, directly
and indirectly, to military organizations and defense and security organizations.  Because TDG is newly formed, it has
no historic revenues or operating results. Other than in connection with the acquisition, neither the company nor TDG, nor any
of their affiliates, nor any director or officer of the Company or TDG, nor any of their respective associates, has had any material
relationship with the other party.
Section 9 — Financial Statements and Exhibits
Item 2.03 – Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet arrangement of a Registrant
In connection with the Letter Agreement between the Company
and LC Capital Master Fund Ltd. (the "Lender") the Company agreed to issue to the Lender a new promissory note in the
principal amount of $619,222, which represented the amount remaining due to the Lender after making the payment described in Item
1.01. This note carries an interest rate of 13.5% and is to be repaid over 15 months, with equal payments commencing after the
first 3 months. The Company also agreed to use 40% of any of the earn-out received under the Agreement in reduction of this note.
It is anticipated that this note will be issued promptly after closing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit 2.1
Asset Purchase Agreement, dated as June 15, 2012, by and
between Vuzix Corporation and TDG Acquisition Company LLC. The Schedules and Exhibits to the Asset Purchase Agreement have been
omitted from this filing pursuant to Item 601(b) of Regulation S-K. The Company will furnish copies of any of the exhibits
and schedules to the Securities and Exchange Commission upon request.
Exhibit 10.1
Shared Services Agreement, dated as of June 15, 2012, by and
between Vuzix Corporation and TDG Acquisition Company LLC. The Schedules and Exhibits to the Shared Services Agreement have been
omitted from this filing pursuant to Item 601(b) of Regulation S-K. The Company will furnish copies of any of the exhibits
and schedules to the Securities and Exchange Commission upon request.
Exhibit 10.2
Reseller Agreement, dated as June 15, 2012, by and between
Vuzix Corporation and TDG Acquisition Company LLC. The Schedules and Exhibits to the Reseller Agreement have been omitted from
this filing pursuant to Item 601(b) of Regulation S-K. The Company will furnish copies of any of the exhibits and schedules
to the Securities and Exchange Commission upon request.
Exhibit 10.3
Restrictive Covenants Agreement, dated as June 15, 2012,
by and between Paul Travers and TDG Acquisition Company LLC.
Exhibit 10.4
Kopin Loan Modification Agreement dated as June 15, 2012,
by and among the Company, Kopin Corporation, TDG Acquisition Company LLC and Chu, Ring & Hazel, LLP.
Exhibit 10.5
LC Master Fund Loan Modification Agreement, dated as June 15,
2012, by and between the Company and LC Master Fund, LLC
Exhibit 99.1
Press Release issued by Vuzix Corporation, dated June 18,
2012.
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.
Date: June 21, 2012
VUZIX CORPORATION
By:
/s/ Paul J. Travers
Paul J. Travers
Chief Executive Officer and President
EXHIBIT INDEX
Exhibit 2.1
Asset Purchase Agreement, dated as June 15, 2012, by and between Vuzix Corporation and TDG Acquisition Company LLC.   The Schedules and Exhibits to the Asset Purchase Agreement have been omitted from this filing pursuant to Item 601(b) of Regulation S-K. The Company will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.
Exhibit 10.1
Shared Services Agreement, dated as of June 15, 2012, by and between Vuzix Corporation and TDG Acquisition Company LLC.  The Schedules and Exhibits to the Shared Services Agreement have been omitted from this filing pursuant to Item 601(b) of Regulation S-K. The Company will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.
Exhibit 10.2
Reseller Agreement, dated as June 15, 2012, by and between Vuzix Corporation and TDG Acquisition Company LLC.   The Schedules and Exhibits to the Reseller Agreement have been omitted from this filing pursuant to Item 601(b) of Regulation S-K. The Company will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.
Exhibit 10.3
Restrictive Covenants Agreement, dated as June 15, 2012, by and between Paul Travers and TDG Acquisition Company LLC.
Exhibit 10.4
Kopin Loan Modification Agreement dated as June 15, 2012, by and among the Company, Kopin Corporation, TDG Acquisition Company LLC and Chu, Ring & Hazel, LLP.
Exhibit 10.5
LC Master Fund Loan Modification Agreement, dated as June 15, 2012, by and between the Company and LC Master Fund, LLC.
Exhibit 99.1
Press Release issued by Vuzix Corporation, dated June 18, 2012.