-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LG2DpV1X2/I1JJ8RJFfKqj0uXJ5qYDs7Q7ZT7sarjWBeQa+5RSEgicUn2TLA/tEP 5Yi3T+eDZS9lL6wKxphkQg== 0000068505-97-000005.txt : 19970222 0000068505-97-000005.hdr.sgml : 19970222 ACCESSION NUMBER: 0000068505-97-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970218 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PIXTECH INC /DE/ CENTRAL INDEX KEY: 0000946144 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 043214691 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49673 FILM NUMBER: 97536833 BUSINESS ADDRESS: STREET 1: AVENUE VICTOIRE 13790 CITY: ROUSSET FRANCE STATE: I0 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOTOROLA INC CENTRAL INDEX KEY: 0000068505 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 361115800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1303 E ALGONQUIN RD CITY: SCHAUMBURG STATE: IL ZIP: 60196 BUSINESS PHONE: 7085765000 FORMER COMPANY: FORMER CONFORMED NAME: MOTOROLA DELAWARE INC DATE OF NAME CHANGE: 19760414 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ______) PIXTECH, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 72583 K109 (CUSIP Number) CAROL FORSYTE MOTOROLA, INC., 1303 EAST ALGONQUIN ROAD, SCHAUMBURG, IL 60196 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 6, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box __. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 72583 K109 1. NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Motorola, Inc. F.E.I.N. 36-1115800 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS WC, 00 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER 927,416 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 927,416 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 927,416 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8% 14. TYPE OF REPORTING PERSON CO Item 1. Securities and Issuer This statement relates to the common stock, $.01 par value (the "Shares"), of PixTech, Inc., a Delaware corporation ("PixTech"). PixTech's principal executive offices are located at Avenue Olivier Perroy, 13790 Rousset, France. Item 2. Identity and Background This statement is being filed by Motorola, Inc., a Delaware corporation ("Motorola"). Motorola's principal executive offices are located at 1303 East Algonquin Road, Schaumburg, IL 60196. Motorola, one of the world's leading providers of electronic equipment, systems, components and services for worldwide markets, is engaged in the design, manufacture and sale, principally under the Motorola brand, of a diversified line of such products. The names, business addresses and present principal occupations of the directors and executive officers of Motorola are set forth in the attached Appendix I, which is incorporated by reference. Appendix I also lists the principal business of any employer that employs a director who is not also an executive officer of Motorola. To the best of Motorola's knowledge, all directors and executive officers of Motorola are citizens of the United States. Neither Motorola nor, to the best of Motorola's knowledge, any director or executive officer of Motorola listed on the attached Appendix I has been, during the last five years, (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The consideration for the 463,708 Shares and the Warrant (as defined in Item 4) acquired by Motorola consists of $686,686 cash and the assignment to PixTech of Motorola's right to receive $1,500,000 from a subsidiary of PixTech, under the terms of the DLC Patent Cross-License Agreement dated June 13, 1996 between Motorola and PixTech, S.A., a subsidiary of PixTech (the "Diamond License"). Motorola has funded the cash consideration for the purchase of such Shares and the Warrant out of working capital. As further consideration for Motorola's investment, Motorola and PixTech will amend certain licensing and other terms in their existing Cooperation and Licensing Agreement dated June 13, 1995 (the "Cooperation Agreement"). Item 4. Purpose of Transaction Motorola and PixTech have entered into a Stock Purchase Agreement dated February 6, 1997 (the "SPA") pursuant to which Motorola agreed to purchase 463,708 Shares. In addition, Motorola received a Warrant to purchase an additional 463,708 Shares at an exercise price per share of $5.50, exercisable at any time up to December 31, 1998 (the "Warrant"). The transactions contemplated by the SPA were consummated as of February 14, 1997. Pursuant to the SPA, upon Motorola's exercise of the Warrant, PixTech will use its best efforts, at the next regularly scheduled meeting of the Board of Directors, to enlarge the number of members of the Board and to elect a representative designated by Motorola in writing to fill the vacancy so created. Prior to the exercise of the Warrant a representative of Motorola will be permitted to observe (but not vote at) the board meetings. Since 1995 Motorola has participated, with PixTech and other parties, in a flat emission display alliance (the "FED Alliance"). In June, 1995 Motorola and PixTech entered into the Cooperation Agreement pursuant to which Motorola has licensed certain flat emission display technology to PixTech (granting PixTech further rights to sublicense such technology to FED Alliance members and others subject to the terms of the Cooperation License). In connection with the purchase of the Shares and Warrants, PixTech and Motorola are amending the Cooperation Agreement. Motorola has acquired the Shares and the Warrant and entered into the amendment of the Cooperation Agreement described in this Item 4 in order to provide additional working capital to PixTech and to participate to a greater extent in any future growth and success of PixTech. Except as set forth in this Item 4, neither Motorola, nor to the best of Motorola's knowledge, any of its executive officers or directors, has any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. Notwithstanding the foregoing, Motorola may determine to change its investment intent with respect to PixTech at any time in the future. In reaching any conclusion as to its future course of action, Motorola will take into consideration such factors as it deems relevant, including the business and prospects of PixTech, future developments concerning PixTech, other business opportunities available to Motorola, developments with respect to the business of Motorola, and general economic, financial and market conditions. Motorola reserves the right to acquire additional securities of PixTech in the open market, in privately negotiated transactions (which may be with PixTech or third parties) or otherwise, to dispose of all or a portion of its holdings of securities of PixTech or to change its intention with respect to any or all of the matters referred to in this Item 4. Item 5. Interest in Securities of the Issuer (a) As of February 14, 1997, Motorola was the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of 927,416 Shares, of which 463,708 Shares are issuable upon exercise of Motorola's Warrant. This total represents 6.8% of all outstanding Shares, based on information furnished to Motorola by PixTech as of February 14, 1997 stating that 13,248,807 Shares were outstanding as of February 14, 1997 and, after giving effect to the transactions described in Item 4, 13,712,515 Shares were outstanding as of February 14, 1997. To the best knowledge of Motorola, no Shares are beneficially owned by any of its executive officers or directors, nor do such executive officers and directors have the right to acquire any shares. (b) Motorola has the sole power to vote or direct the vote and to dispose or direct the disposition of the 927,416 Shares listed as beneficially owned by Motorola in Item 5(a). (c) Motorola had no transactions in Shares during the past 60 days. To the best of Motorola's knowledge, no director or executive officer of Motorola has engaged in any transactions in Shares during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer See Item 4 for a description of the SPA and Warrant. All statements made in the body of this Schedule 13D which relate to the terms of the SPA and Warrant are qualified in their entirety by the terms of such documents which are filed hereto as Exhibits A and B, respectively. Except as set forth in this Schedule 13D, to the best of Motorola's knowledge, no other contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between such persons and any other person with respect to any securities of PixTech, including but not limited to, the transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, the division of profits or loss or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits EXHIBIT DESCRIPTION Exhibit 4.1 Stock Purchase Agreement dated February 6, 1997 between Motorola, Inc. and PixTech, Inc. Exhibit 4.2 Warrant dated February 14, 1997 issued by PixTech, Inc. to Motorola, Inc. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 17, 1997 /s/ Linda B. Valentine Signature Vice President, Law Department Name/Title APPENDIX I Executive Officers and Directors of Motorola Set forth below are the names and present principal occupation or employment of each executive officer and director of Motorola. Except for the persons whose business address is set forth below following their occupations, the business address of each of the persons listed below is the same as that set forth in Item 2 for Motorola. EXECUTIVE OFFICERS: PRESENT PRINCIPAL OCCUPATION NAME AND BUSINESS ADDRESS Gary L. Tooker Chairman of the Board (Director) Christopher B. Galvin Chief Executive Officer (Director) Robert W. Galvin Chairman of the Executive Committee of the Board Keith J. Bane Executive Vice President, and Chief Corporate Staff Officer Arnold S. Brenner Executive Vice President and General Manager, Japanese Group; business address: 3102 N. 56th Street, Phoenix, AZ 85018 Thomas D. George Executive Vice President and President and General Manager, Semiconductor Products Sector: business address: 3102 N. 56th Street, Phoenix, AZ 85018 Glenn A.Gienko Executive Vice President and Director, Human Resources Merle L. Gilmore Executive Vice President, President and General Manager, Land Mobile Products Sector; business address: 1301 E. Algonquin Road, Schaumburg, IL 60196 Robert L. Growney President and Chief Operating Officer (Director); Carl F. Koenemann Executive Vice President and Chief Financial Officer A. Peter Lawson Senior Vice President, General Counsel and Secretary James A. Norling Executive Vice President, President and General Manager, Messaging, Information and Media Sector; and President, Motorola Europe, Middle East and Africa; business address: 1301 E. Algonquin Road, Schaumburg, IL 60196 Hector de J. Ruiz Executive Vice President, Semiconductor Products Sector; business address: 6501 William Cannon Drive, Austin, TX, 78735 Jack M. Scanlon Executive Vice President, President and General Manager, Cellular Networks and Space Sector; business address: 1501 W. Shure Drive, Arlington Heights, IL 60004 Frederick T. Tucker Executive Vice President, President and General Manager, Automotive, Energy and Components Sector; business address: 4000 Commercial Drive, Northbrook, IL 60062 Robert N. Weisshappel Executive Vice President, President and General Manager, Cellular Subscriber Sector; business address: 600 North U.S. Highway 45, Libertyville, IL 60048 Richard W. Younts Executive Vice President and Corporate Executive Director, International-Asia and Americas DIRECTORS OF MOTOROLA (WHO ARE NOT ALSO EXECUTIVE OFFICERS OF MOTOROLA): William J. Weisz Vice Chairman of Board of Directors H. Laurance Fuller Chairman of the Board and Chief Executive Officer, Amoco Corporation; 200 East Randolph Drive, Chicago, IL 60601 Anne P. Jones Consultant; 5716 Bent Branch Road Bethesda, MD 20816 Donald R. Jones Retired; 1776 Beaver Pond Road, Inverness, IL 60067 Judy C. Lewent Senior Vice President and Chief Financial Officer; Merck & Co., Inc., One Merck Drive, Whitehouse Station, NJ 08889 Walter E. Massey President, Morehouse College 830 Westview Drive, SW Atlanta, GA 30314 John F. Mitchell Vice Chairman of the Board Thomas J. Murrin Dean of Duquesne University's School of Business Administration; Room 405, Rockwell Hall, 600 Forbes Avenue, Pittsburgh, PA 15282 Nicholas Negroponte Director of Media Laboratory of Massachusetts Institute of Technology; Massachusetts Institute of Technology Media Lab, 20 Ames Street, E15-210 Cambridge, MA 02139 John E. Pepper, Jr. Chairman of the Board, and Chief Executive, Procter and Gamble Co.; One Procter and Gamble Plaza, Cincinnati, OH 45202 Samuel C. Scott III President, CRB of CPC International and Corporate Vice President of CPC International, Inc. (consumer food products); 6500 Archer Road, Summit-Argo, IL 60501 B. Kenneth West Senior Consultant for Corporate Governance to Teachers Insurance and Annuity Association, College Retirement Equities Fund; Harris Bankcorp, Inc., P.O. Box 775, Chicago, IL 60609 Dr. John A. White Dean of Engineering, Georgia Institute of Technology, 225 North Avenue, Atlanta GA 30332 EX-4.1 2 EXHIBIT 4.1 TO SCHEDULE 13D COMMON STOCK AND WARRANT PURCHASE AGREEMENT between PIXTECH, INC. and MOTOROLA, INC. dated as of February 6, 1997 TABLE OF CONTENTS SECTION 1. Authorization of Sale of the Shares 1 SECTION 2. Authorization of Issuance of the Warrant 1 SECTION 3. Sale of the Shares 2 SECTION 4. Sale of the Warrant 2 SECTION 5. Delivery of the Shares at the Closing 2 SECTION 6. Assignment of Rights to Receive Payments under Diamond License 2 SECTION 7. Representations, Warranties and Covenants of PixTech 2 7.1 Organization and Qualification 2 7.2 Authorized Capital Stock 2 7.3 Consents; Due Execution; Delivery and Performance of the Agreement 3 7.4 Issuance, Sale and Delivery of the Shares 3 7.5 Exempt Transaction 3 7.6 Compliance with Rule 144 3 7.7 Disclosure 3 7.8 Additional Information 4 7.9 No Material Changes 4 SECTION 8. Representations, Warranties and Covenants of Motorola 4 8.1 Investment Considerations 4 8.2 Due Execution, Delivery and Performance of the Agreement 5 SECTION 9. Conditions to the Obligations of the Purchasers. 6 9.1 Accuracy of Representations and Warranties 6 9.2 Performance 6 9.3 Opinion of Counsel 6 9.4 Closing of the Offering 6 9.5 Amendment of Cooperation and License Agreement 6 9.6 Certificates and Documents 6 9.7 Other Matters 6 SECTION 10. Conditions to the Obligations of PixTech 7 10.1 Accuracy of Representations and Warranties 7 10.2 Amendment of Cooperation Agreement 7 SECTION 11. Registration Rights 7 11.1 Registration of Shares and Warrant Shares 7 11.2 Indemnification 8 11.3 "Stand-Off" Agreement 9 11.4 Termination 9 SECTION 12. Board Attendance and Representation 10 12.1 Observation Rights 10 12.2 Election of Board Representative 10 SECTION 13. Survival of Representations, Warranties and Agreements; Assignibility of Rights 10 SECTION 14. Miscellaneous 10 14.1 Notices 10 14.2 Entire Agreement 11 14.3 Assignment 11 14.4 Amendments and Waivers 12 14.5 Headings 12 14.6 Severability 12 14.7 Governing Law 12 14.8 Counterparts 12 14.9 Expenses 12 14.10 Publicity 12 14.11 Confidentiality 12 COMMON STOCK AND WARRANT PURCHASE AGREEMENT THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT dated as of February 6, 1997 (the "Agreement") is made between PIXTECH, INC., a corporation organized under the laws of the State of Delaware having its principal offices at Avenue Olivier Perroy, Zone Industrielle de Rousset, 13790 Rousset France, ("PixTech"), and MOTOROLA, INC., a corporation organized under the laws of the State of Delaware having its principal offices at 1303 E. Algonquin Road, Schaumburg, IL 60196 ("Motorola"). R E C I T A L PixTech desires to sell to Motorola, and Motorola desires to purchase from PixTech, shares of PixTech's common stock and warrants to purchase shares of PixTech's common stock on the terms described herein. NOW THEREFORE, in consideration of the premises and of the covenants herein contained, the parties hereto mutually agree as follows: SECTION 1. Authorization of Sale of the Shares. Subject to the terms and conditions of this Agreement, PixTech has authorized the sale to Motorola of up to that number of shares of the Common Stock, par value $0.01 per share (the "Common Stock"), of PixTech equal to 3.5% of the Outstanding Shares of Common Stock, as defined below. Collectively, the shares of Common Stock which may be purchased pursuant to this Section 1 are referred to herein as the "Shares." As used herein, the "Outstanding Shares of Common Stock" shall mean a number of Shares equal to the sum of (i) the number of shares of PixTech Common Stock issued and outstanding on the third business day prior to the Closing Date, as defined below, as reported in writing by American Stock Transfer & Trust Company, PixTech's transfer agent, and (ii) the aggregate number of shares sold by PixTech in (A) its European offering (the "European Offering") pursuant to PixTech's Preliminary Prospectus dated November 28, 1996, and any amendments or supplements thereto (the "Prospectus") and (B) any other public or private offering of shares of Common Stock which together result in net proceeds to PixTech of at least $15 million (collectively with the European Offering, the "Offering"). SECTION 2. Authorization of Issuance of the Warrant. Subject to the terms and conditions of this Agreement, PixTech has authorized the issuance to Motorola of a warrant, substantially in the form attached hereto as Exhibit A (the "Warrant"), to purchase a number of shares of Common Stock equal to the number of Shares purchased by Motorola pursuant to this Agreement. SECTION 3. Sale of the Shares. Concurrently with the closing of the Offering (the "Closing"), or at such other time to be mutually agreed upon by PixTech and Motorola, PixTech shall sell to Motorola, and Motorola shall purchase from PixTech, upon the terms and conditions hereinafter set forth, the Shares, at a price per share equal to the lesser of (i) $5.50 or (ii) the lowest price per share at which PixTech sells any shares of Common Stock in the Offering (as so determined, the "Per Share Price") The aggregate purchase price for the Shares, determined by multiplying the total number of Shares to be sold to Motorola pursuant to Section 1 by the Per Share Price, is referred to herein as the "Aggregate Purchase Price". SECTION 4. Sale of the Warrant. Subject to the terms and conditions hereinafter set forth, at the Closing, PixTech shall issue to Motorola the Warrant. SECTION 5. Delivery of the Shares at the Closing. The closing of the purchase and sale of Shares shall occur on the date of the Closing of the Offering (the "Closing Date") or at such other time and at a place to be agreed upon by PixTech and Motorola. Subject to the terms and conditions of this Agreement, at the Closing, Motorola shall pay to PixTech an amount in cash equal to the Aggregate Purchase Price less $1.4 million and PixTech shall deliver to Motorola one or more stock certificates registered in the name of Motorola, or in such nominee name(s) as designated by Motorola, representing the number of Shares being purchased. SECTION 6. Assignment of Rights to Receive Payments under Diamond License. As additional consideration for the Shares, the parties hereto agree that upon the Closing Motorola's rights to receive payments of $1.5 million from PixTech S.A. after the Closing Date pursuant to Section 3.1 of the DLC Patent Cross-License Agreement between PixTech S.A. and Motorola dated as of June 13, 1996 (the "Diamond License") shall hereby be assigned to PixTech. PixTech, PixTech S.A. and Motorola agree that the provisions of this Section 6 shall constitute an amendment of Section 3.1 of the Diamond License, effective as of the Closing. SECTION 7. Representations, Warranties and Covenants of PixTech. PixTech hereby represents and warrants to, and covenants with, Motorola as follows: 7.1 Organization and Qualification. PixTech is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to conduct its business as currently conducted. 7.2 Authorized Capital Stock. As of the date hereof, the authorized capital stock of PixTech consists of (a) 30,000,000 shares of common stock, $0.01 par value per share, of which on January 27, 1997, 8,146,696 shares were validly issued and outstanding, fully paid and non- assessable, and (b) 1,000,000 shares of undesignated preferred stock, $0.01 par value per share, none of which are issued and outstanding. 7.3 Consents; Due Execution; Delivery and Performance of the Agreement. PixTech's execution, delivery and performance of this Agreement and the Warrant (a) has been duly authorized under Delaware law by all requisite corporate action by PixTech, (b) will not violate any law or the Restated Certificate of Incorporation or Restated By-laws of PixTech or any other corporation of which PixTech owns at least 50% of the outstanding voting stock (a "PixTech Subsidiary") or any provision of any material indenture, mortgage, agreement, contract or other material instrument to which PixTech or any PixTech Subsidiary is a party or by which any of their respective properties or assets is bound as of the date hereof or (c) require any consent by any person under, constitute or result (upon notice or lapse of time or both) in a breach of any term, condition or provision of, or constitute a default or give rise to any right of termination or acceleration under any such indenture, mortgage, agreement, contract or other material instrument or result in the creation or imposition of any lien, security interest, mortgage, pledge, charge or other encumbrance, of any material nature whatsoever, upon any properties or assets of PixTech or any PixTech Subsidiary. Upon its execution and delivery, and assuming the valid execution thereof by Motorola, the Agreement will constitute a valid and binding obligation of PixTech, enforceable against PixTech in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 7.4 Issuance, Sale and Delivery of the Shares. When issued and paid for, the Shares to be sold hereunder by PixTech, and the shares issuable upon exercise of the Warrant (the "Warrant Shares"), will be validly issued and outstanding, fully paid and non-assessable. 7.5 Exempt Transaction. Subject to the accuracy of Motorola's representations in Section 8.1 of this Agreement, the issuance of the Shares, the Warrant and the Warrant Shares (upon exercise of the Warrant) will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon Section 4(2) of the Securities Act and the regulations promulgated pursuant thereto and (ii) the qualification requirements of the Illinois Securities Law, in reliance upon Section 4 (5/4) (C) thereof. 7.6 Compliance with Rule 144. At the written request of Motorola, PixTech shall furnish to Motorola, within ten days after receipt of such request, a written statement confirming PixTech's compliance with the filing requirements of the Securities and Exchange Commission (the "SEC") set forth in SEC Rule 144 as amended from time to time. 7.7 Disclosure. Neither this Agreement, nor any other items prepared or supplied to Motorola by or on behalf of PixTech with respect to the transactions contemplated hereby contain any untrue statement of a material fact or omit a material fact necessary to make each statement contained herein or therein not misleading. There is no fact which PixTech has not disclosed to Motorola in writing and of which any of its directors or executive officers is aware (other than general economic conditions) and which has had or would reasonably be expected to have a material adverse effect upon the financial condition, operating results, assets, customer or supplier relations, employee relations or business prospects of PixTech or PixTech Subsidiaries taken as a whole. 7.8 Additional Information. All reports filed by PixTech with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), when filed, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. PixTech has made all filings with the SEC which it is required to make, and PixTech has not received any request from the SEC to file any amendment or supplement to any such reports. 7.9 No Material Changes. As of the date hereof, there has been no material adverse change in the financial condition or results of operations of PixTech since the filing date of PixTech's last report with the Securities and Exchange Commission pursuant to the reporting requirements of the Exchange Act. SECTION 8. Representations, Warranties and Covenants of Motorola. 8.1 Investment Considerations. Motorola represents and warrants to, and covenants with, PixTech that: (a) Motorola is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by companies comparable to PixTech, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (b) Motorola is acquiring the number of Shares set forth in Section 2 above, and the Warrant Shares, in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (c) Motorola understands that the Shares it is purchasing, and the Warrant Shares, are, and will be, "restricted securities" under the federal securities laws inasmuch as they are being acquired from PixTech in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection Motorola represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act; (d) Motorola will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder. (e) Motorola qualifies as an "accredited investor" within the meaning of Rule 501(a)(3) of Regulation D promulgated under the Securities Act and constitutes a purchaser described in Section 4 (5/4) (C) of the Illinois Securities Law; and (f) It is understood that the certificates evidencing the Shares shall bear the following legend unless and until the resale of the Shares pursuant to an effective Registration Statement or until the Shares may be sold under Rule 144 without restrictions: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR, IF REQUESTED BY PIXTECH, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PIXTECH AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. 8.2 Due Execution, Delivery and Performance of the Agreement. Motorola further represents and warrants to, and covenants with, PixTech that (a) Motorola is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (b) the execution, delivery and performance of this Agreement will not violate any law or the charter documents of Motorola or any other corporation of which Motorola owns at least 50% of the outstanding voting stock (a "Motorola Subsidiary") or any provision of any material indenture, mortgage, agreement, contract or other material instrument to which Motorola or any Motorola Subsidiary is a party or by which Motorola, any Motorola Subsidiary, or any of their respective properties or assets is bound as of the date hereof, or result in a breach of or constitute (upon notice or lapse of time or both) a default under any such indenture, mortgage, agreement, contract or other material instrument or result in the creation or imposition of any lien, security interest, mortgage, pledge, charge or encumbrance, of any material nature whatsoever, upon any assets of Motorola or any Motorola Subsidiary, and (c) upon the execution and delivery of this Agreement, and assuming the valid execution thereof by PixTech, this Agreement shall constitute a valid and binding obligation of Motorola enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). SECTION 9. Conditions to the Obligations of the Purchasers. The obligations of Motorola under this Agreement are subject to the fulfillment, or the waiver by Motorola, of the conditions set forth in this Section 9 on or before the Closing Date. 9.1 Accuracy of Representations and Warranties. Each representation and warranty of PixTech contained in this Agreement shall be true on and as of the Closing Date with the same effect as though such representation and warranty had been made on and as of that date. 9.2 Performance. PixTech shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by PixTech prior to or at the Closing. 9.3 Opinion of Counsel. Motorola shall have received an opinion from Palmer & Dodge LLP, counsel to PixTech, dated as of the Closing Date, addressed to Motorola, and substantially in the form attached hereto as Exhibit B. 9.4 Closing of the Offering. The Offering shall have closed and resulted in net proceeds to PixTech of not less than $15,000,000. 9.5 Amendment of Cooperation and License Agreement. The Amendment No. 1 to the Cooperation and License Agreement between PixTech S.A. and Motorola dated June 12, 1995 (the "Cooperation Agreement") shall have been executed in a form mutually acceptable to Motorola, PixTech and PixTech S.A. 9.6 Certificates and Documents. PixTech shall have delivered to counsel to Motorola: (a) a certificate of the Secretary or Assistant Secretary of PixTech dated as of the Closing Date, certifying as to (i) the incumbency of officers of PixTech executing this Agreement and all other documents executed and delivered in connection herewith, (ii) a copy of the By-Laws of PixTech, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of PixTech authorizing and approving PixTech's execution, delivery and performance of this Agreement, all matters in connection with this Agreement, and the transactions contemplated thereby. (b) a certificate, executed by the President of PixTech as of the Closing Date, certifying to the fulfillment of all of the conditions to Motorola's obligations under this Agreement, as set forth in this Section 9. 9.7 Other Matters. All corporate and other proceedings in connection with the transactions contemplated at the Closing by this Agreement, and all documents and instruments incident to such transactions, shall be reasonably satisfactory in substance and form to Motorola and its counsel, and Motorola and its counsel shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request. SECTION 10. Conditions to the Obligations of PixTech. The obligations of PixTech under this Agreement are subject to the fulfillment, or the waiver by PixTech, of the conditions set forth in this Section 10 on or before the Closing Date. 10.1 Accuracy of Representations and Warranties. Each representation and warranty of Motorola contained in this Agreement shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of that date. 10.2 Amendment of Cooperation Agreement. The Amendment No. 1 to the Cooperation Agreement shall have been executed by Motorola and PixTech S.A. SECTION 11. Registration Rights. 11.1 Registration of Shares and Warrant Shares. PixTech covenants and agrees that it will: (a) promptly following the Closing, prepare and file a registration statement on one or more Forms S-3 covering the resale of the Shares and the Warrant Shares by Motorola, and use its best efforts to cause such registration statement to become effective in order that Motorola may sell its Shares in accordance with the proposed plan of distribution; (b) prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement(s) and the prospectus used in connection therewith as may be necessary to keep such registration statement effective\ and to comply with the provisions of the Securities Act with respect to the resale of the Shares and Warrant Shares covered by such registration statement(s) until such time as Motorola no longer holds any of the Shares or the Warrants Shares; (c) furnish Motorola such number of copies of such prospectus as it may reasonably request in order to facilitate the resale of the Shares or the Warrant Shares; (d) file documents required of PixTech for blue sky clearance in states specified in writing by Motorola; provided, however, that PixTech shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is now not so qualified or has not so consented; and (e) bear all expenses in connection with the procedures set forth in paragraphs (a) through (d) of this Section 11 and the registration of the Shares pursuant to the registration statement, other than fees and expenses, if any, of counsel or other advisors to Motorola. 11.2 Indemnification. For the purpose of this Section 11.2, (a) the term "Selling Stockholder" shall mean Motorola and any officer, director, employee, agent, affiliate or person deemed to be in control of Motorola within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; (b) the term "Registration Statement" shall mean any final prospectus, exhibit, supplement or amendment included in or relating to the registration statement referred to in Section 11.1; and (c) the term "untrue statement" shall mean any untrue statement or alleged untrue statement of, or any omission or alleged omission to state, in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. PixTech agrees to indemnify and hold harmless each Selling Stockholder from and against any losses, claims, damages or liabilities to which such Selling Stockholder may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement of a material fact contained in the Registration Statement on the effective date thereof, or arise out of any failure by PixTech to fulfill any undertaking included in the Registration Statement and PixTech will reimburse such Selling Stockholder for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that PixTech shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement made in such Registration Statement in reliance upon and in conformity with written information furnished to PixTech by or on behalf of such Selling Stockholder specifically for use in preparation of the Registration Statement, or any statement or omission in any Prospectus that is corrected in any subsequent Prospectus that was delivered to Motorola prior to the pertinent sale or sales by Motorola. Motorola agrees to indemnify and hold harmless PixTech (and each person, if any, who controls PixTech within the meaning of Section 15 of the Securities Act, each officer of PixTech who signs the Registration Statement and each director of PixTech) from and against any losses, claims, damages or liabilities to which PixTech (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement of a material fact contained in the Registration Statement on the effective date thereof if such untrue statement was made in reliance upon and in conformity with written information furnished by or on behalf of Motorola specifically for use in preparation of the Registration Statement, and Motorola will reimburse PixTech (or such officer, director or controlling person, as the case may be), for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding or claim; provided, however, that Motorola shall not be liable for any statement or omission in any Prospectus that is corrected in any subsequent Prospectus that was delivered to Motorola prior to the pertinent sale or sales by Motorola. Promptly after receipt by any indemnified person of a notice of a claim or the commencement of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 11.2, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person and such indemnifying person shall have been notified thereof, such indemnifying person shall be entitled to participate therein, and, to the extent it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified persons of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any officer, director, employee, agent, affiliate or person deemed to be in control of such indemnifying person within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person. It is understood, however, that PixTech shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits, or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such indemnified parties not having actual or potential differing interests with PixTech or among themselves. 11.3 "Stand-Off" Agreement. If Motorola holds any Shares at such time as PixTech proposes to offer shares of its Common Stock or other securities for sale in a registered public offering, then Motorola agrees not to sell or otherwise transfer or dispose of any such Shares or other securities of PixTech held by it during the period commencing 10 days prior to, and expiring 180 days after, such registered public offering has become effective, provided, that all executive officers and directors of PixTech enter into similar agreements. PixTech may impose stop transfer instructions with respect to the Shares or other securities subject to the foregoing restriction until the end of any stand-off period. 11.4 Termination. Motorola's registration rights hereunder shall terminate as to any Shares or Warrant Shares when such Shares or Warrant Shares are no longer held by Motorola. SECTION 12. Board Attendance and Representation. 12.1 Observation Rights. Until the earlier of (i) the expiration of the Warrant, (ii) the sale by Motorola of any of the Shares or (iii) the election of a representative of Motorola to the Board of Directors of PixTech pursuant to Section 12.2 hereof, PixTech shall permit one representative of Motorola to attend, at Motorola's expense, all meetings of the Board of Directors of PixTech, and of any other committee or group exercising responsibilities comparable to those exercised by the Board of Directors, as non-participating observers of such meetings. The Company shall give each Purchaser such notice and materials of any such meeting as shall be given to members of the Board of Directors or committees thereof. 12.2 Election of Board Representative. In the event that Motorola exercises the Warrant in full, and has not at such time sold any of the Shares, PixTech will use its best efforts to (i) at the next regularly scheduled meeting of the Board of Directors following such exercise, cause the Directors to enlarge the number of members of the Board and to elect a representative designated by Motorola in writing to fill the vacancy so created (to the extent permitted by PixTech's Restated By-laws and Restated Certificate of Incorporation and applicable law) and (ii) thereafter support the reelection of such representative until Motorola sells any of its shares of PixTech Common Stock; provided that the cashless exercise of the Warrant pursuant to the Conversion Right (as defined in Section 2.3 of the Warrant) shall not constitute a sale of any shares of PixTech Common Stock for purposes of this Section 12.2. If such representative of Motorola resigns or is removed from the Board of Directors at any time that PixTech remains obligated pursuant to this Section 12.2, then PixTech shall use its best efforts to cause a successor designated by Motorola in writing to be elected to fill the vacancy created by such resignation or removal. SECTION 13. Survival of Representations, Warranties and Agreements; Assignibility of Rights. Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by PixTech and Motorola herein, except as otherwise provided herein, shall survive the execution of this Agreement, the delivery to Motorola of the Shares and the Warrant being purchased and the payment therefor. Except as otherwise provided herein, (i) the covenants, agreements, representations and warranties of the Company made herein shall bind the Company's successors and assigns and shall insure to the benefit of Motorola's successors and assigns and to transferees of the Warrant and (ii) the covenants, agreements, representations and warranties of Motorola made herein shall bind Motorola's successors and assigns and shall insure to the benefit of PixTech's successors and assigns. SECTION 14. Miscellaneous. 14.1 Notices. Any consent, notice or report required or permitted to be given or made under this Agreement by one of the parties hereto to the other shall be in writing, delivered personally or by facsimile (and promptly confirmed by telephone, personal delivery or courier) or courier, postage prepaid (where applicable), addressed to such other party at its address indicated below, or to such other address as the addressee shall have last furnished in writing to the addressor and shall be effective upon receipt by the addressee. If to PixTech: PixTech, Inc. Avenue Olivier Perroy Zone Industrielle de Rousset 13790 Rousset France Telephone: 011 334 4229 1000 Telecopy: 011 334 4229 0509 with a copy to: Palmer & Dodge LLP One Beacon Street Boston, Massachusetts 02108 Attention: Michael Lytton Telephone: (617) 573-0100 Telecopy: (617) 227-4420 If to Motorola: Motorola, Inc. 1303 E. Algonquin Road Schaumburg, IL 60196 Attn: Vice President and Director, Corporate Business Development Telephone: (847) 576-6600 Telecopy: (847) 576-8890 with a copy to: Motorola, Inc. 1303 E. Algonquin Road Schaumburg, IL 60196 Attn: Law Department Telephone: (847) 576-5012 Telecopy: (847) 576-3628 14.2 Entire Agreement. This Agreement, the Cooperation Agreement and the Amendment No. 1 to the Cooperation Agreement contain the entire understanding of the parties with respect to the subject matter hereof. All express or implied agreements and understandings, either oral or written, heretofore made are expressly merged in and made a part of this Agreement. 14.3 Assignment. Neither this Agreement nor any of the rights and obligations contained herein may be assigned or otherwise transferred by either party without the consent of the other party; provided, however, that either PixTech or Motorola may, without such consent, assign its rights and obligations under this Agreement (i) to any Affiliate, all or substantially all of the equity interest of which is owned and controlled by such party or its direct or indirect parent corporation, or (ii) in connection with a merger, consolidation or sale of substantially all of such party's assets to an unrelated third party; provided, however, that such party's rights and obligations under this Agreement shall be assumed by its successor in interest in any such transaction and shall not be transferred separate from all or substantially all of its other business assets, including those business assets that are the subject of the License Agreement. Any purported assignment in violation of the preceding sentence shall be void. Any permitted assignee shall assume all obligations of its assignor under this Agreement. 14.4 Amendments and Waivers. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by PixTech and Motorola. The waiver by either party hereto of any right hereunder or the failure to perform or of a breach by the other party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other party whether of a similar nature or otherwise. 14.5 Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement. 14.6 Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 14.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to the choice of law provisions thereof) and the federal law of the United States of America. 14.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. 14.9 Expenses. Except as otherwise specifically provided herein, each party shall bear its own expenses in connection with this Agreement. 14.10 Publicity. Neither party hereto shall issue any press releases or otherwise make any public statement with respect to the transactions contemplated by this Agreement without the prior written consent of the other party, except as may be required by applicable law or regulation. 14.11 Confidentiality. Motorola acknowledges and agrees that any information or data it has acquired from PixTech, not otherwise properly in the public domain, was received in confidence. Motorola agrees not to divulge, communicate or disclose, except as may be required by law or for the performance of this Agreement, or use to the detriment of PixTech or for the benefit of any other person or persons, or misuse in any way, any confidential information of PixTech. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. PIXTECH, INC. By: /s/ Jean Luc Grand-Clement Jean Luc Grand-Clement President and Chief Executive Officer MOTOROLA, INC. By: /s/ John R. Owings Title: Corporate Vice President and Director Finance, AECG PixTech S.A. has executed this Agreement below solely for the purposes of Section 6. PIXTECH S.A. By: /s/ Jean Luc Grand-Clement Jean Luc Grand-Clement President and Chief Executive Officer EX-4.2 3 EXHIBIT 4.2 TO SCHEDULE 13D THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON FIRST FURNISHING TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY STATE SECURITIES LAW. Warrant No. 2 463,708 Shares (subject to adjustment) COMMON STOCK WARRANT THIS WARRANT dated as of the 14th day of February, 1997 is made by and between PixTech, Inc., a Delaware corporation (the "Company") and Motorola, Inc., a Delaware corporation (the "Warrantholder") pursuant to a Common Stock and Warrant Purchase Agreement (the "Purchase Agreement") dated as of February 6, 1997 between the Company and the Warrantholder. ARTICLE 1. GRANT OF WARRANT AND EXERCISE PRICE 1. Grant of Warrant and Exercise Price. This Warrant entitles the Warrantholder to subscribe for and purchase from the Company up to Four Hundred Sixty-Three Thousand Seven Hundred Eight (463,708) shares of Common Stock, $0.01 par value, of the Company (the "Warrant Shares") at a purchase price per share of $5.50, subject to adjustment (the "Exercise Price"). The right of the Warrantholder to subscribe for and purchase the Warrant Shares shall become exercisable as provided in Article 2. ARTICLE 2. EXERCISE OF WARRANT 1. Exercise Period, Expiration Date. This Warrant may be exercised or converted in whole or in part during the period commencing on or after February 7, 1997 and ending on December 31, 1998 (the "Expiration Date"). 2. Procedure for Exercising the Warrant. The Warrantholder may exercise this Warrant by executing the Subscription Agreement attached hereto as Exhibit A and delivering it to the Company and tendering the requisite aggregate Exercise Price for the number of Warrant Shares to be purchased on any business day during normal business hours. 3. Net Exercise of Warrant. In lieu of exercising this Warrant for cash as provided in the preceding Section, the Warrantholder may convert this Warrant (the "Conversion Right"), in whole or in part, into the number of Warrant Shares calculated pursuant to the following formula by surrendering this Warrant (with the Subscription Agreement in the form attached hereto duly executed) at the principal office of the Company specifying the number of Warrant Shares the rights to purchase which the Warrantholder desires to convert: X = Y (A - B) __________ A where: X = the number of shares of Common Stock, $0.01 par value, of the Company (the "Common Stock") to be issued to the Warrantholder; Y = the number of shares of Common Stock subject to this Warrant for which the Conversion Right is being exercised; A = the fair market value of one share of Common Stock; B = the Exercise Price As used herein, the fair market value of a share of Common Stock shall mean, with respect to each share of Common Stock, the closing price per share of the Company's Common Stock on the Nasdaq National Market System averaged over the 15 trading days ending on the second trading day prior to the date of such conversion. If at any time such quotations are not available, the current fair market value of a share of Common Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a Warrant Holder, any assignee thereof, current employee or director) for shares of Common Stock sold by the Company, as determined in good faith by the Board of Directors of the Company, unless (i) the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the current fair market value of a share of Common Stock shall be deemed to be the value received by the holders of the Company's Common Stock for each share of Common Stock pursuant to such transaction; or (ii) the Warrantholder shall exercise its Conversion Right to purchase such shares in conjunction with an underwritten public offering of the Company's Common Stock pursuant to a registration statement filed under the Securities Act, in which case, the fair market value of a share of Common Stock shall be the price per share at which all registered shares are sold to the public in such offering. 4. Delivery of Shares and Remaining Warrant. In the event of any exercise or conversion of this Warrant, certificates for the shares of stock so exercised or converted shall be delivered to the holder hereof within twenty (20) business days thereafter and, unless this Warrant has been fully exercised, converted or expired, a new Warrant representing the portion of the shares, if any, with respect to which this Warrant shall not then have been exercised or converted, shall also be issued to the holder hereof within such twenty (20) business day period. If the Warrant Shares are to be registered in the name of any entity or person other than the Warrantholder, the Company may require evidence of compliance by the Warrantholder with all applicable securities laws. ARTICLE 3. AVAILABILITY OF WARRANT SHARES 1. Reservation of Common Stock. The Company covenants and agrees that it will cause to be kept available out of its authorized and unissued Common Stock a number of shares of Common Stock that will be sufficient to permit the exercise in full of this Warrant. 2. Authorization of Common Stock. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock delivered upon exercise or conversion of this Warrant shall, at the time of delivery of the certificates for such Warrant Shares, be duly and validly authorized and issued and fully paid and non- assessable shares. 3. Stockholder Rights. Each person or entity in whose name any certificate for Warrant Shares is issued upon the exercise of this Warrant shall for all purposes be deemed to have become the holder of record of the Warrant Shares represented thereby on, and such certificate shall be dated, the date upon which the Subscription Agreement was duly executed and payment of the aggregate Exercise Price was made. Prior to the exercise of this Warrant, the Warrantholder shall not be entitled to any rights of a stockholder of the Company with respect to the Warrant Shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. 4. Adjustments. In case the Company shall, at any time or from time to time, (i) pay a dividend in Common Stock, or make a distribution in Common Stock, (ii) subdivide its outstanding Common Stock into a greater number of shares, (iii) combine its outstanding Common Stock into a smaller number of shares (including a recapitalization in connection with a consolidation or merger in which the Company is the continuing corporation), (a) the Exercise Price in effect on the record date for such dividend or on the effective date of such subdivision or combination shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which is the number of shares of Common Stock outstanding immediately after such event and (b) the number of Warrant Shares for which this Warrant may be exercised immediately before such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the Exercise Price immediately before such event and the denominator of which is the Exercise Price immediately after such event. 5. Reorganizations. In case of any capital reorganization or reclassification of the Common Stock, or any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Stock or the conversion of such outstanding shares of Common Stock into shares of other stock or other securities or property), or the sale of all or substantially all of the assets of the Company as an entirety or substantially as an entirety (collectively such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of this Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock which would otherwise have been deliverable upon the exercise of this Warrant would have been entitled upon such Reorganization if this Warrant had been exercised immediately prior to such Reorganization. 6. Notice of Adjustments. Whenever the Exercise Price or number of shares deliverable upon exercise of this Warrant shall be adjusted pursuant to this Article 3, the Company shall promptly prepare a certificate signed by the principal financial officer of the Company setting forth, in reasonable detail, the event regarding the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and shall promptly cause copies of such certificate to be provided to the holder of this Warrant as provided in Section 6.1. ARTICLE 4. WARRANTHOLDER REPRESENTATIONS AND WARRANTIES The Warrantholder (including any assignee of a Warrantholder pursuant to Section 6.2) represents and warrants to and covenants with, the Company, as follows: 1. Representations. It understands the risks of investing in developing companies such as the Company and can afford a loss of its entire investment. It is acquiring the Warrant for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof. It understands that the Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state blue sky laws, by reason of specified exemptions from the registration provisions of the Securities Act and such laws. It acknowledges that the Warrant and the Warrant Shares thereof must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. It has been advised or is aware of the provisions of Rules 144 and 144A promulgated under the Securities Act, which permit the resale of shares purchased in a private placement subject to the satisfaction of certain conditions and that such Rules may not be available for resale of the shares. It has had an opportunity to discuss the Company's business, management and financial affairs with its management. It has its principal place of business in the State of Illinois. 2. Restrictions on Transferability. Neither the Warrant, nor the Warrant Shares, shall be transferable, except upon the conditions specified in and in accordance with the terms of this Article 4 and Section 6.2 hereof. 3. Restrictive Legend. Unless and until the resale of the Warrant Shares pursuant to an effective Registration Statement under Section 11 of the Purchase Agreement, or until the Warrant Shares may be sold under Rule 144 without restrictions, each certificate representing Warrant Shares, or any other securities issued in respect of the Warrant Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON FIRST FURNISHING TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY STATE SECURITIES LAW. 4. Restrictions On and Notice of Proposed Transfers. The Purchaser agrees that prior to any proposed transfer of any of the Warrant Shares other than pursuant to the Registration Statement, as defined in Section 11.2(b) of the Purchase Agreement, the Purchaser shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall, if requested by the Company, be accompanied by either (a) a written opinion of legal counsel who shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Warrant Shares may be effected without registration under the Securities Act or under any applicable state or other securities laws or (b) a "no-action" letter from the staff of the Securities and Exchange Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the Staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon the Purchaser shall be entitled to transfer such Warrant Shares in accordance with the terms of the notice delivered to the Company. Each certificate evidencing the Warrant Shares transferred as provided above shall bear the appropriate restrictive legend set forth in Section 4.3 above, except that such certificate shall not bear such restrictive legend if the opinion of counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to comply with any provisions of the Securities Act. ARTICLE 5. REGISTRATION RIGHTS The Warrant Shares issuable hereunder are entitled to the benefits of certain registration rights set forth in Section 11 of the Purchase Agreement. ARTICLE 6. MISCELLANEOUS 1. Notices. Notices or demands relating to this Warrant shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed as follows, or telexed, telecopied, or delivered by overnight or other courier: If to the Company: PixTech, Inc. Avenue Olivier Perroy Zone Industrielle de Rousset 13790 Rousset France Telephone: 011 334 4229 1000 Telecopy: 011 334 4229 0509 If to the Warrantholder: Motorola, Inc. 1303 E. Algonquin Road Schaumburg, IL 60196 Attn: Vice President and Director, Corporate Business Development Telephone: (847) 576-6600 Telecopy: (847) 576-8890 or such other address as may be provided by one party to the other in writing. 2. Successors and Assigns. (a) All the covenants and provisions of this Warrant by or for the benefit of the Company or the Warrantholder shall bind and inure to the benefit of their respective successors and assigns hereunder and this Warrant may be freely assigned; provided that (i) this Warrant, together with all other Warrants issued pursuant to the Asset Purchase Agreement may not be held by greater than fifty (50) entities or individuals in the aggregate, and (ii) the assignor shall execute a Form of Assignment as attached hereto as Exhibit B. Any assignment of this Warrant other than in compliance with this Section 6.2 shall be null and void. (b) If requested by the Company, any such Form of Assignment shall be accompanied by either (i) a written opinion of legal counsel who shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of this Warrant may be effected without registration under the Securities Act or under any applicable state or other securities laws or (ii) a "no-action" letter from the staff of the Securities and Exchange Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the Staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon the Warrantholder shall be entitled to transfer such Warrant in accordance with the terms of the notice delivered to the Company. 3. Governing Law. This Agreement and the Warrants, and all questions relating to the interpretation, construction and enforceability of this Agreement, shall be governed in all respects by the substantive laws of the State of Delaware, without regard to the conflicts of law rules of the State of Delaware. 4. Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, other than by a written instrument executed by the Company and the Warrantholder. 5. Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Warrantholder shall be enforceable to the fullest extent permitted by law. 6. Notice of Capital Changes. In case: (i) the Company shall declare any dividend or distribution (whether payable in cash, securities, assets or otherwise) payable to the holder of its Common Stock; (ii) there shall be any Reorganization of the Company; or (iii) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give the holder of this Warrant written notice, in the manner set forth in Section 5.1, of the date on which a record shall be taken for such dividend or distribution or for determining stockholders entitled to vote upon such Reorganization, dissolution, liquidation or winding up and of the date when any such transaction shall take place, as the case may be. Such written notice shall be given at least thirty (30) days prior to the closing of the transaction in question and not less than twenty (20) days prior to the record day in respect thereof. IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be duly executed and delivered, all as of the date and year first above written. PIXTECH, INC. By: /s/ Jean Luc Grand-Clement Name: Jean Luc Grand-Clement Title: President and Chief Executive Officer WARRANTHOLDER By: /s/ John R. Owings Name: John R. Owings Title: Corporate Vice President and Director Finance, AECG EXHIBIT A SUBSCRIPTION AGREEMENT (To be executed if holder desires to exercise the Warrant) To PIXTECH, INC. 1. Check Box that Applies: The undersigned hereby elects to purchase ______ shares of Common Stock of pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full. The undersigned hereby elects to convert the attached warrant into _________ shares of Common Stock of PixTech, Inc. pursuant to the terms of the attached Warrant. 2. Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (Name) (Address) Dated: , 19 . WARRANTHOLDER By: Name: Title: EXHIBIT B FORM OF ASSIGNMENT (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto _______________________ the right represented by the within Warrant to purchase ______ shares of Common Stock of PixTech, Inc. to which the within Warrant relates, and appoints _________________ as its Attorney to transfer such right on the books of PixTech, Inc. with full power of substitution in the premises. Dated: ______________________________ (Signature must conform to name of holder as specified on the face of this Warrant) Signed in the presence of: ___________________________ -----END PRIVACY-ENHANCED MESSAGE-----