8-K

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

June 1, 2015

Date of Report (Date of Earliest Event Reported)

UNI-PIXEL, INC.

(Exact Name of Small Business Issuer as Specified in Its Charter)

DELAWARE	75-2926437
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
8708 Technology Forest Place, Suite 100 The Woodlands, Texas 77381
(Address of Principal Executive Offices)
(281) 825-4500
(Issuer’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(c)           On June 1, 2015, Uni-Pixel, Inc. (the “Company”) issued a press release stating that Mr. Jalil Shaikh had been appointed as the Company’s Chief Operating Officer. Mr. Shaikh began providing services as the Chief Operating Officer on May 16, 2015.

Prior to joining the Company, from February 2010 to April 2015, Mr. Shaikh, age 61, was the Vice President and General Manager of the Touch Materials Business Unit with Atmel Corporation. During his tenure with Atmel Corporation, Mr. Shaikh was instrumental in establishing the Touch Materials Business Unit, including assembling the team responsible for developing, designing, manufacturing and marketing the XSense touch sensor. Mr. Shaikh was also responsible for establishing the fabrication facility in Colorado Springs, Colorado. Prior to his employment with Atmel Corporation, Mr. Shaikh was the CEO and a member of the board of directors of Ranch Energy Systems, a privately held alternative energy company where he was responsible for strategy, sales and marketing, and establishing supply chain and sales channels. Earlier in his career, he served as CEO and a member of the board of directors of Validity Sensors (sold to Synaptics), where he was responsible for the commercialization of the company's finger print reader technology. Prior to Validity Sensors, he served as a Vice President and General Manager at Broadcom. Leading up to its acquisition by Broadcom, he also served as CEO of Zeevo, a provider of semiconductor and software solutions for Bluetooth® wireless headset products. Mr. Shaikh holds a Masters of Science in Electrical Engineering from Rutgers University and an MBA from the University of Phoenix.

There is no family relationship between Mr. Shaikh and the Company’s officers and directors. The Company has not entered into any transaction with Mr. Shaikh that requires disclosure under Item 404(a) of Regulation S-K.

As compensation for his services, Mr. Shaikh will receive a base salary of $300,000 per year. He is also eligible to receive a bonus of up to 75% of his base salary, as approved by the Company’s Board of Directors, is eligible to receive equity incentive grants, as approved by the Company’s Board of Directors, and is eligible to participate in the employee benefit plans currently maintained by the Company. Mr. Shaikh’s employment is at-will.

A copy of the offer letter is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The foregoing description does not purport to be a complete and is qualified in its entirety by reference to the offer letter.

ITEM 8.01 OTHER EVENTS

On June 1, 2015 the Company issued a press release relating to Mr. Shaikh’s employment. A copy of the press release is filed herewith as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits

Exhibit Number	Description
10.1	Offer Letter, dated as of May 1, 2015, by and between the Company and Mr. Jalil Shaikh
99.1	Press Release dated June 1, 2015

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 thereunto duly authorized.

Date June 1, 2015	By:	/s/ Christine Russell
		Christine Russell, Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Offer Letter, dated as of May 1, 2015, by and between the Company and Mr. Jalil Shaikh
99.1	Press Release dated June 1, 2015

EX-10.1

Exhibit 10.1

Uni-Pixel Displays, Inc. 8708 Technology Forest Pl, Suite 100  The Woodlands, Texas 77381  (281)825-4500     FAX (281) 825-4599 http://www.unipixel.com/

May 1, 2015                                                                                                                                                                                       #1

Jalil Shaikh

c/o Uni-Pixel Displays, Inc.

1150 E. Cheyenne Mtn. Blvd, Building 4

Colorado Springs, CO 80906

On behalf of Uni-Pixel Displays, Inc. (the "Company" or “Uni-Pixel”) I am pleased to present you with this offer of employment.  Specifics of this offer are as follows:

Starting Position and Salary.  We invite you to join us as Chief Operating Officer reporting to JEFF HAWTHORNE, CEO, with a starting base salary of $300,000 per year.  You will be paid twice a month, less any withholdings and deductions required by federal, state or local law.  You will also be eligible for up to 75% pro-rata bonus incentives as approved by the Board of Directors.

Benefits.  Within 30 days of your employment, you will be eligible to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other employees of the Company.  Currently, the Company pays 100% health, dental and vision coverage for the employee, and 25% health, dental and vision coverage for employee’s spouse and dependents (assuming the spouse and dependents are not covered by the spouse’s plans). You should note that the Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.  Your salary includes compensation for all holidays recognized by the Company and paid vacation time outlined in our Vacation Policy.

·   You will be eligible for stock incentive grants as determined by the Board of Directors.

Required Documentation.  Our offer of employment to you and your acceptance of this offer is contingent upon the following:  (1) your representation and warranty that your employment by Uni-Pixel does not and will not breach any confidentiality or other agreement you may have with any prior employer or other third party; (2) your completion of the I-9 form which verifies that you are eligible to work in the United States; (3) your execution of a Payroll Deduction Authorization; and (4) your execution and acceptance of the terms of the Employee Confidentiality et al Agreement.

At-Will Employment. You further acknowledge that if you are employed by the Company, your employment will be at-will and may be terminated with or without cause at any time by me or by the Company.  This means that you have the right to resign at any time with or without cause, with or without notice.  This at-will status can only be changed in writing, signed by the CEO of the Company.

Start-Date. The anticipated start date would be on or about May 16, 2015.

Please call me if you have any questions about any aspect of this offer.  This is a very exciting time to be joining our organization and we look forward to the contributions that you will make to the success and growth of the Company. Please sign and return this letter confirming your acceptance of this offer.

Kind Regards,

/s/ Jeff A. Hawthorne                                                                                      Accepted: /s/ Jalil Shaikh

Jeff Hawthorne

President and CEO                                                                                          Date:           May 10, 2015

Uni-Pixel, Inc.

EX-99.1

Exhibit 99.1

UniPixel AppointsJalil Shaikh as COO

THE WOODLANDS, Texas — June 1, 2015 — UniPixel, Inc. (NASDAQ: UNXL), a provider of Performance Engineered Films™ to the touch screen, flexible printed electronics and display markets, has appointed Jalil Shaikh as chief operating officer.

Shaikh brings to the position more than 25 years of executive management experience with several private and publicly traded technology companies in the touch sensor, semiconductor and software industry.

“Jalil’s extraordinary background and career achievements, which includes developing the touch sensor technology XSense® and commercializing it with Tier-1 PC OEM customers, made him the ideal candidate for the position,” said UniPixel’s president and CEO, Jeff Hawthorne. “Jalil’s senior level experience, particularly as a VP and GM of Atmel, will play an essential role as we continue to apply and integrate our manufacturing and material science technology with our recently acquired XSense touch sensor assets.”

Shaikh commented: “As we continue to meet key milestones and deliver one of the thinnest, lightest and fastest touch sensors to the market, we expect the integration that is currently underway of XSense with the UniPixel technologies will lower production costs and increase manufacturing capacity.”

As a VP and GM of Atmel, Shaikh launched the touch materials business unit focused on capacitive touch sensor technology using copper, designed as a superior alternative to ITO-based sensors. He assembled and led the team that brought the XSense touch technology from concept to revenue within 18 months. He was responsible for manufacturing the new metal mesh touch sensor, including setting up a fabrication facility in Colorado Springs. He also successfully marketed the technology by establishing partnerships around the world with major customers.

Prior to Atmel, Shaikh was the CEO and board member of Ranch Energy Systems, a privately held alternative energy company where he was responsible for strategy, sales and marketing, and establishing supply chain and sales channels.

Earlier in his career, he served as CEO and board member of Validity Sensors (sold to Synaptics), where he was responsible for the commercialization of the company's finger print reader technology. Prior to Validity Sensors, he served as a VP and GM at Broadcom. Leading up to its acquisition by Broadcom, he served as CEO of Zeevo, a provider of semiconductor and software solutions for Bluetooth® wireless headset products. Before Zeevo, he served as SVP of operations at Silicon Image and a director of operations at Trident Microsystems. Shaikh holds a Master of Science in Electrical Engineering from Rutgers University and an MBA from the University of Phoenix.

About UniPixel

Headquartered in The Woodlands, Texas, UniPixel, Inc. (NASDAQ: UNXL) is developing Performance Engineered Films for the display and flexible electronics markets. A key focus for UniPixel is developing electronic conductive films for use in electronic sensors for consumer and industrial applications. The company's roll-to-roll electronics manufacturing process prints fine line conductive elements on thin films. The company intends to market its films for touch panel sensor, cover glass replacement, protective cover film, antenna and custom circuitry applications under the UniPixel label, and intends to eventually expand its marketing to private label or Original Equipment Manufacturer (OEM) brands. For further information, visit www.unipixel.com.

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Forward-looking Statements

All statements in this news release that are not based on historical fact are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including the statement that the integration of XSense with the UniPixel technologies will lower production costs and increase manufacturing capacity. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of our control that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth under Item 1A "Risk Factors" in the company’s Annual Report on Form 10-K for the year ended December 31, 2014. We operate in a highly competitive and rapidly changing environment, thus new or unforeseen risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. We disclaim any intention to, and undertake no obligation to, update or revise any forward-looking statements. Readers are also urged to carefully review and consider the other various disclosures in the company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q and Current Reports on Form 8-K.

Trademarks in this release are the property of their respective owners.

Investor Relations Contact:

Ron Both

Liolios Group, Inc.

Tel 949-574-3860

UNXL@liolios.com

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