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

September 16, 2004

Date of Report (Date of earliest event reported)

BRILLIAN CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE	000-50289	05-0567906
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1600 N. DESERT DRIVE

TEMPE, ARIZONA

85281

(Address of Principal Executive Offices) (Zip Code)

(602) 389-8888

(Registrant’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))

TABLE OF CONTENTS

	Item 1.02. Termination of a Material Definitive Agreement.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Exhibit 99.1

Item 1.02. Termination of a Material Definitive Agreement.

     On September 16, 2004, Sears Roebuck & Company terminated its agreement to purchase Brillian’s high-definition televisions. The agreement called for pricing and minimum shipment quantities with a minimum value of approximately $6 million. The initial units were to be delivered in the third quarter of 2004. Sears terminated the agreement following Brillian’s announcement of a delay in volume shipments. As previously announced, Brillian’s shipments were delayed due to light engine production issues. Brillian did not incur any early termination penalties in connection with the Sears agreement, and Brillian does not have any other material relationship with Sears.

     A copy of the press release announcing the termination is attached as an exhibit to this report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1  Press Release dated September 20, 2004, entitled “Brillian Announces Termination of Supply Agreement With Sears.”

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.

	BRILLIAN CORPORATION
Date: September 20, 2004	By:	/s/ Wayne A. Pratt
		Wayne A. Pratt
		Vice President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

For information contact:
Wayne Pratt
Vice President, Chief Financial Officer
Brillian Corporation
(602) 389-8797
wayne.pratt@brilliancorp.com

BRILLIAN ANNOUNCES TERMINATION OF SUPPLY

AGREEMENT WITH SEARS

TEMPE, ARIZ., September 20, 2004 - Brillian Corporation (NASDAQ: BRLC), a designer and developer of rear-projection, high-definition televisions based on its proprietary Gen II liquid crystal on silicon (LCoS^TM) microdisplays, following Brillian’s September 9 announcement of a delay in volume shipments, today announced that Sears Roebuck & Company had notified the Company on September 16 that it had terminated its agreement to purchase 65-inch 720p HDTVs.

“It is unfortunate to have lost Sears as a customer just a few weeks before we re-commence volume production of our HDTVs,” said Vincent F. Sollitto, Jr., President and CEO of Brillian. “However, we are still on track with our manufacturing plans. Due to the delay in our manufacturing ramp, we were forced to reduce allocations to our audio video distribution channel through which we have been conducting our pilot marketing program. We are now able to allocate a substantial portion of our fourth quarter production to this customer base. In addition, we will accelerate discussions with additional national channel opportunities.”

About Brillian Corporation

Brillian Corporation designs and develops rear-projection HDTVs targeted at retailers and end user customers looking for breakthrough performance and image quality that sets a benchmark in HDTV price/performance. The company is the first and only provider of LCoS^TM Gen II technology used in these products. In addition to its high-definition televisions, Brillian also offers a broad line of LCoS^TM microdisplay products and subsystems that original equipment manufacturers (OEMs) integrate into proprietary HDTV products, multimedia projectors, and near-to-eye products such as monocular and binocular headsets. Brillian’s LCoS^TM Gen I and LCoS^TM Gen II microdisplay technologies address the market demand for a high-performance display solution with high image

Corporate Headquarters 1600 N. Desert Drive, Tempe, AZ 85281 Tel 602.389.8888 Fax 602.389.8801 www.brilliancorp.com

fidelity, high-resolution scalability, and high contrast ratios. The company’s website is www.brilliancorp.com.

Brillian is a registered trademark and LCoS is a trademark of Brillian Corporation. All other trademarks are the property of their respective owners.

Certain statements contained in this press release may be deemed to be forward-looking statements under federal securities laws, and Brillian intends that such forward-looking statements be subject to the safe-harbor created thereby. Such forward-looking statements include expectations regarding the timing of re-commencement of volume production. Brillian cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include (a) the ability of our suppliers to provide needed components, (b) changes in markets for the company’s products; (c) changes in the market for customer’s products; (d) the failure of Brillian products to deliver commercially acceptable performance; (e) the ability of Brillian’s management, individually or collectively, to guide the company in a successful manner; and (f) other risks as detailed in Brillian’s Annual Report on Form 10-K.

Corporate Headquarters 1600 N. Desert Drive, Tempe, AZ 85281 Tel 602.389.8888 Fax 602.389.8801 www.brilliancorp.com