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

August 4, 2005

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 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Exhibit 99.1

Item 2.02. Results of Operations and Financial Condition.

     The registrant is furnishing this Report on Form 8-K in connection with the disclosure of information, in the form of the textual information from a press release released on August 4, 2005.

     The information in this Report on Form 8-K (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

     The registrant does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the registrant’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

     The text included with this Report is available on the registrant’s website located at www.brilliancorp.com, although the registrant reserves the right to discontinue that availability at any time.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.
	Not applicable.
(b)	Pro Forma Financial Information.
	Not applicable.
(c)	Exhibits.
	Exhibit Number

99.1 Press release from Brillian Corporation, dated August 4, 2005, entitled “Brillian Corporation Reports Second Quarter Results”

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: August 4, 2005	By:	/s/ Wayne A. Pratt
		Wayne A. Pratt
		Vice President and Chief Financial Officer

EXHIBIT INDEX

99.1 Press release from Brillian Corporation, dated August 4, 2005, entitled “Brillian Corporation Reports Second Quarter Results”

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 CORPORATION REPORTS SECOND QUARTER RESULTS

TEMPE, ARIZ., August 4, 2005 - Brillian Corporation (Nasdaq: BRLC), a designer and developer of rear-projection, high-definition televisions based on its proprietary liquid crystal on silicon (LCoS^TM) microdisplays, today announced its financial results for the second quarter ended June 30, 2005.

For the quarter ended June 30, 2005, Brillian reported revenue of $1.0 million, down 11% from the year-ago quarter. Year-to-date revenue was $1.9 million, up 16% from the first half of 2004. Net loss for the quarter was $7.2 million compared with a net loss of $4.8 million in the second quarter of 2004. Net loss for the first six months of 2005 was $12.5 million compared with a net loss of $10.2 million for the first half of 2004. Net loss per share was $1.03 for the second quarter of 2005 compared with $0.78 for the second quarter of 2004. For the first six months of 2005, net loss per share was $1.78 compared with $1.77 for the first half of 2004.

Results for the second quarter of 2005 include inventory write-offs of approximately $1.25 million in order to reduce inventory carrying amounts to the lower of cost or market. Also, Brillian implemented the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123(r) “Accounting for Stock Based Compensation” on April 1, 2005. The provisions of SFAS No. 123(r) require companies to measure the fair value of stock options and other equity-based compensation on the grant date and recognize this value as an expense over the requisite service period. The incremental expense recorded in the second quarter of 2005 as a result of implementing SFAS No. 123(r) was $288,000.

Brillian ended the quarter with cash, cash equivalents and short-term investments of $1.2 million, working capital of $5.1 million, stockholders’ equity of $9.7 million, and $2.0 million of debt. Subsequent to June 30, 2005, Brillian issued $5.0 million face value of convertible debentures and $2.075 million of senior secured debentures for total proceeds of $7.0 million. After considering placement agent commissions and offering expenses, net proceeds to Brillian totaled approximately $6.3 million. Had this transaction been completed on June 30, 2005, Brillian would have ended the quarter with cash, cash equivalents and short-term investments of $7.5 million, working capital of $11.4 million, stockholders’ equity of $15.8 million, and $2.9 million of debt.

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

“This is a very significant period in Brillian’s history” said Vincent F. Sollittor, Jr., Brillian’s President and Chief Executive Officer. “While we are preparing our new light engine for volume production, preparing our 1080p television for introduction, and building our distribution channel nationwide; we are also preparing for our merger with Syntax Groups Corporation. We are currently preparing a joint proxy statement/prospectus with Syntax. This document, which will be filed with the Securities and Exchange Commission, will contain a description of Syntax’s business and include their financial statements. At the same time, integration plans are under way between the two companies to prepare for the merger. With our financing activities successfully behind us, we can concentrate on getting back to building some of the best HDTV products and technology in the industry.”

Business Outlook

Brillian’s efforts in the third quarter are focused on supplying our announced distribution partners with sufficient quantities of HDTVs to support their product roll-out schedule and simultaneously working with our contract manufacturer to ramp production of the Brillian light engine. We anticipate that our revenues for the third quarter will be in the range of $600,000 to $1.0 million with a net loss in the range of $6.5 million to $7.0 million.

Our current outlook for the full year of 2005 is based on preliminary forecasts from current customers and anticipated production capacity. We currently anticipate full year revenue in the range of $4.5 million to $5.5 million with a full year net loss in the range of $24.5 million to $25.0 million.

Brillian will host a conference call today, August 4, to discuss its second-quarter financial results and future outlook. The conference call may include forward-looking statements. The call will be Web cast and is scheduled to begin at 5:00 p.m. Eastern Time (2:00 p.m. Pacific). The live audio broadcast and replay of the conference call can be accessed on Brillian’s Web site at www.brilliancorp.com under the Investor Relations section. Brillian will maintain an audio replay of this conference call on its Web site through the third quarter of 2005. No other audio replay will be available.

Brillian will present at the C.E. Unterberg, Towbin Equity Conference on August 10, 2005 in San Francisco, California.

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

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

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 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 (i) the company’s manufacturing and marketing plans, (ii) the future operating results of the company, including expectations regarding revenue, gross margin improvements, expenses, and losses for the third quarter of fiscal 2005 and for the entire 2005 fiscal year; and (iii) the proposed merger with Syntax Groups Corporation. 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) changes in markets for the company’s products; (b) changes in the market for customer’s products; (c) the failure of Brillian products to deliver commercially acceptable performance; (d) the ability of Brillian’s management, individually or collectively, to guide the company in a successful manner; and (e) other risks as detailed in Brillian’s Annual Report on Form 10-K.

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

BRILLIAN CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2005			2004			2005			2004
Total net sales	$	1,006		$	1,134		$	1,864		$	1,612
Costs and Expenses:
Cost of sales		4,007			2,653			7,159			5,037
Selling, general, and administrative		1,195			1,107			2,191			2,193
Research and development		2,764			2,104			4,757			4,558
		7,966			5,864			14,107			11,788
Operating loss		(6,960	)		(4,730	)		(12,243	)		(10,716	)
Other Income (Expense):
Loss on investment in start-up company		—			(131	)		—			(131	)
Interest, net		(251	)		23			(221	)		67
Net Loss	$	(7,211	)	$	(4,838	)	$	(12,464	)	$	(10,240	)
Loss per Common Share:
Basic and diluted	$	(1.03	)	$	(0.78	)	$	(1.78	)	$	(1.77	)
Weighted Average Number of Common Shares:
Basic and diluted		6,992			6,188			6,988			5,784

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

BRILLIAN CORPORATION
CONDENSED BALANCE SHEETS
(unaudited)
(in thousands)

	JUNE 30,			DECEMBER 31,
	2005			2004
ASSETS
Current Assets:
Cash, cash equivalents and short-term investments	$	1,172		$	8,208
Accounts receivable, net		814			339
Inventories		6,103			5,400
Other current assets		535			368
Total current assets		8,624			14,315
Property, plant and equipment, net		5,480			6,082
Other investments		1,119			1,119
	$	15,223		$	21,516
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	2,798		$	1,230
Accrued compensation		183			216
Accrued liabilities		564			1,462
Total current liabilities		3,545			2,908
Long-term debt		1,973			—
Commitments and Contingencies
Stockholders’ Equity:
Common stock		7			7
Additional paid-in capital		60,952			58,007
Deferred stock compensation		—			(616	)
Accumulated deficit		(51,254	)		(38,790	)
Total stockholders’ equity		9,705			18,608
	$	15,223		$	21,516

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