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

November 8, 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)	(Commission File Number)	(IRS Employer
Jurisdiction of Incorporation)		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):

þ 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 1.01. Entry into a Material Definitive Agreement.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-4.12

Item 1.01. Entry into a Material Definitive Agreement.

     On November 8, 2005, Brillian Corporation, a Delaware corporation (the “Company”), and The Bank of New York, as rights agent (the “Rights Agent”) under the Rights Agreement dated as of September 2, 2003 (the “Rights Agreement”), entered into Amendment No. 1 to the Rights Agreement (the “Amendment”). The Amendment provides that, if the proposed merger (the “Merger”) between Syntax Groups Corporation, a California corporation (“Syntax”), and a wholly owned subsidiary of the Company is not terminated, none of Syntax, any shareholder of Syntax, or any of their respective affiliates or associates, will be deemed an “Acquiring Person” under the Rights Agreement and no adjustment to the Rights (as defined in the Rights Agreement) will occur by reason of (i) the consummation of the Merger, (ii) the acquisition of shares of the Company’s common stock in the Merger, or (iii) the consummation of any other transactions contemplated by the merger agreement among the Company, Syntax, and a wholly owned subsidiary of the Company. In all other respects, the Rights Agreement remains in full force and effect. The above description of the Amendment is qualified in its entirety by reference to the text of the Amendment filed herewith as Exhibit 4.12 and is incorporated herein by reference.

     Additional Information Regarding the Merger

     On October 24, 2005, Brillian filed a definitive joint proxy statement/prospectus pursuant to Rule 424(b)(3) regarding the Merger with the Securities and Exchange Commission (“SEC”). Because the joint proxy statement/prospectus and any other relevant materials filed by Brillian or Syntax with the SEC contain important information about Brillian, Syntax, and the Merger, investors and security holders of Brillian and Syntax are urged to read them. These documents are available for free (along with any other documents and reports filed by Brillian and Syntax with the SEC) at the SEC’s website, www.sec.gov. In addition, free copies of the documents filed with the SEC may be obtained from Brillian by contacting Brillian Investor Relations, 1600 North Desert Drive, Tempe, Arizona 85281, (602) 389-8888.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired. Not applicable.
(b)	Pro Forma Financial Information. Not applicable.
(c)	Shell Company Transactions. Not applicable.

(d) Exhibits.

Exhibit
Number		Description
	4.12	Amendment No. 1 to Rights Agreement, dated as of November 8, 2005, between the Registrant and The Bank of New York, as rights agent

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: November 10, 2005	By: /s/ Wayne A. Pratt
	Wayne A. Pratt
	Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
4.12	Amendment No. 1 to Rights Agreement, dated as of November 8, 2005, between the Registrant and The Bank of New York, as rights agent

EX-4.12

EXHIBIT 4.12

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

     This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of November 8, 2005, is made between Brillian Corporation, a Delaware corporation (“Brillian”), and The Bank of New York, a New York corporation, as rights agent (the “Rights Agent”).

Recitals

     A. Brillian and the Rights Agent entered into a Rights Agreement dated as of September 2, 2003, (the “Rights Agreement”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in the Rights Agreement.

     B. Brillian, Syntax Groups Corporation, a California corporation (“Syntax”), and BRMC Corporation, a California corporation and wholly owned subsidiary of Brillian (“BRMC”) entered into an Agreement and Plan of Reorganization dated as of July 12, 2005 (as supplemented or amended from time to time, the “Merger Agreement”), pursuant to which, among other things, BRMC will merge with and into Syntax, with Syntax surviving as a wholly owned subsidiary of Brillian (the “Merger”).

     C. In connection with the Merger Agreement, the Board of Directors of Brillian has determined that an amendment to the Rights Agreement is advisable and in the best interests of Brillian and its stockholders, and is consistent with the objectives of the Board of Directors of Brillian in adopting the Rights Agreement.

     D. Pursuant to Section 27 of the Rights Agreement, Brillian has directed the Rights Agent to join in this Amendment.

Agreement

     NOW, THEREFORE, for and in consideration of the premises and the mutual agreements set forth in this Amendment, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Amendments to Section 1.

          (a) Section 1(a) of the Rights Agreement shall be amended by adding the following sentence immediately prior to the last sentence of Section 1(a):

“Notwithstanding the foregoing and provided that the Agreement and Plan of Reorganization among Brillian, BRMC Corporation, a California corporation and wholly owned subsidiary of Brillian (“BRMC”), and Syntax Groups Corporation, a California corporation (“Syntax”), dated as of July 12, 2005 (as it may be supplemented or amended from time to time, the “Merger Agreement”), has not been terminated pursuant to its terms, none of Syntax, any shareholder of Syntax, or any of their respective Affiliates or Associates, shall be deemed to be an Acquiring Person solely by reason of: (1) the consummation of the merger of

BRMC with and into Syntax as provided for in the Merger Agreement (the “Merger”); (2) the acquisition of Common Shares in accordance with the Merger Agreement; or (3) the consummation of any other transactions specifically contemplated by the Merger Agreement.”

          (b) The definition of “Distribution Date” in Section 1(h) shall be amended by adding the following sentence to the end thereof:

“Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, and provided that the Merger Agreement has not been terminated pursuant to its terms, no Distribution Date shall be deemed to have occurred solely by reason of: (i) the consummation of the Merger; (ii) the acquisition of Common Shares in accordance with the Merger Agreement; or (iii) the consummation of any other transactions specifically contemplated by the Merger Agreement.”

          (c) The definition of “Shares Acquisition Date” in Section 1(v) shall be amended by adding the following sentence to the end thereof:

“Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, and provided that the Merger Agreement has not been terminated pursuant to its terms, no Shares Acquisition Date shall be deemed to have occurred solely by reason of: (i) the consummation of the Merger; (ii) the acquisition of Common Shares in accordance with the Merger Agreement; or (iii) the consummation of any other transactions specifically contemplated by the Merger Agreement.”

     2. Amendment to Section 11(a)(ii). Section 11(a)(ii) of the Rights Agreement is hereby amended by adding the following sentence to the end thereof:

“Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, and provided that the Merger Agreement has not been terminated pursuant to its terms, none of (i) the consummation of the Merger, (ii) the acquisition of Common Shares in accordance with the Merger Agreement, or (iii) the consummation of any other transactions specifically contemplated by the Merger Agreement, shall cause the Rights to be adjusted or to become exercisable in accordance with this Section 11(a)(ii).”

     3. Amendment to Section 13(e). Section 13(e) of the Rights Agreement is hereby amended by adding the following sentence to the end thereof:

“Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, and provided that the Merger Agreement has not been terminated pursuant to its terms, the provisions of this Section 13 shall not be applicable to the Merger.”

2

     4. Effectiveness. Except as expressly amended by this Amendment, the Rights Agreement shall remain in full force and effect, and all references to the Rights Agreement from and after such time shall be deemed to be references to the Rights Agreement as amended hereby.

     5. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the state of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state; provided, however, that the rights, duties, and obligations hereunder of the Rights Agent shall be governed and construed in accordance with the laws of the state of New York.

     6. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

     7. Severability. The parties intend that this Amendment be enforced and interpreted as written. If, however, any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

     8. Descriptive Headings. Descriptive headings of the several sections, subsections and provisions of this Amendment are inserted for convenience of reference only and shall not control or affect the meaning, interpretation or construction of any of the terms or provisions hereof.

     9. Exhibit. Exhibit C to the Rights Agreement is hereby deemed to be amended in a manner consistent with this Amendment.

[Remainder of page intentionally left blank.]

3

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the day and year first above written.

Attest:	BRILLIAN CORPORATION
By:       /s/ Wayne A. Pratt	By:     /s/ Vincent F. Sollitto, Jr.
Name:   Wayne A. Pratt	Name:   Vincent F. Sollitto, Jr.
Title:     Secretary	Title:     President and Chief Executive Officer
Attest:	THE BANK OF NEW YORK
By:       /s/ Rohan Bickram	By::       /s/ Steven Myers
Name:   Rohan Bickram	Name::   Steven Myers
Title:     Assistant Treasurer	Title:     Vice President

4