-----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, MdrxsP07IF6Ss9vb87kFTN7fam7r9WkAlpddwmnHcoqDzuyPd2gqMl9mw0D/Q08q ngiZAARTtYYuc5t/DR9PNg== 0000891554-99-001294.txt : 19990624 0000891554-99-001294.hdr.sgml : 19990624 ACCESSION NUMBER: 0000891554-99-001294 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990623 EFFECTIVENESS DATE: 19990623 FILER: 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: S-8 SEC ACT: SEC FILE NUMBER: 333-81357 FILM NUMBER: 99650757 BUSINESS ADDRESS: STREET 1: AVENUE OLIVIER PERROY 13790 CITY: ROUSSET FRANCE STATE: I0 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 23, 1999 REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PIXTECH, INC. (Exact name of registrant as specified in its charter) Delaware 04-3214691 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation) Avenue Olivier Perroy, Zone Industrielle de Rousset, 13790 Rousset, France (Address of registrant's principal executive offices) 1993 AMENDED AND RESTATED STOCK OPTION PLAN (Full Title of the Plan) DIETER MEZGER, PRESIDENT AND CHIEF EXECUTIVE OFFICER PixTech, Inc. Avenue Olivier Perroy 13790 ROUSSET - FRANCE 011-33-4-42-29-10-00 (Name, address and telephone number of agent for service) with copies to: MARC A. RUBENSTEIN, ESQUIRE Palmer & Dodge LLP One Beacon Street Boston, Massachusetts 02108 (617) 573-0100
CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------- Title of each class of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered offering price per aggregate offering registration fee share(1) price(1) - -------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 2,500,000 $ 1.5 $ 3,750,000 $ 1,042.50 - --------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h) based upon the average of the high and low sale prices on June 21, 1999 as reported by the Nasdaq National Market System. 1 STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION STATEMENT Pursuant to Instruction E to Form S-8, the contents of the Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on October 20, 1995 (File No. 33-98384) relating to the registration of 1,772,114 shares of the Registrant's Common Stock $0.01 par value per share (the "Common Stock") and the Registrant's Registration Statement on Form S-8 filed with the Commission on May 14, 1998 (File No. 333-52651) relating to the registration of 800,000 shares of the Registrant's Common Stock authorized for issuance under the Registrant's 1993 Amended and Restated Stock Option Plan (the "Plan") are incorporated by reference in their entirety in this Registration Statement, except as to items set forth below. This Registration Statement provides for the registration of an additional 2,500,000 shares of the Registrant's Common Stock to be issued under the Plan. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (file No. 000-26380) filed with the Commission on March 11, 1999. (b) The Registrant's Quarterly Report on Form 10-Q for the period ending March 31, 1999 (file No. 000-26380) filed with the Commission on May 15, 1999. (c) The Registrant's Current Report on Form 8-K filed with the Commission on January 7, 1999. (d) The Registrant's Current Report on Form 8-K filed with the Commission on March 24, 1999. (e) The Registrant's Current Report on Form 8-K filed with the Commission on May 27, 1999. (f) All other reports of the registrant filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year covered by the annual report referred to in (a) above. (g) The description of the Registrant's Common Stock contained in its Registration Statement on Form 8-A (File No. 0-26380) filed on July 7, 1995, including any amendment or report filed hereafter for the purpose of updating such description. All documents filed after the date of this Registration Statement by the Registrant pursuant to Section 13(a), 13(d), 14 and 15(d) of the Exchange Act and prior to the filing of a post-effective amendment that indicates that all shares of Common Stock offered hereunder have been sold or which deregisters all shares of Common Stock remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Item 8. Exhibits. Exhibit Number Description - -------------- ----------- 5.1 Opinion of Palmer & Dodge LLP as to the legality of the securities registered hereunder. Filed herewith. 23.1 Consent of Ernst & Young LLP, independent auditors. Filed herewith 23.2 Consent of Palmer & Dodge LLP (contained in Opinion of Palmer & Dodge LLP, filed as Exhibit 5.1). 24.1 Power of Attorney (set forth on the signature page to this Registration Statement). 24.2 Certified resolution of the Board of Directors authorizing Power of Attorney. Filed herewith. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, California, on this 15 day of June, 1999. PIXTECH, INC. By: /s/ Dieter Mezger ------------------------------------- Dieter Mezger President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of PixTech, Inc., hereby severally constitute and appoint Dieter Mezger, Jean-Luc Grand-Clement, Francis Courreges, Yves Morel, Michael Lytton and Marc A. Rubenstein, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 including any post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date --------- ----- ---- /s/ Dieter Mezger President, Chief Executive June 15, 1999 - -------------------------- Officer and Director Dieter Mezger (Principal Executive Officer) /s/ Yves Morel Chief Financial Officer June 15, 1999 - -------------------------- (Principal Financial Officer) Yves Morel /s/ Cathie Tomao Controller June 15, 1999 - -------------------------- (Principal Accounting Officer) Cathie Tomao /s/ Jean-Luc Grand-Clement Chairman of the Board June 15, 1999 - -------------------------- Jean-Luc Grand-Clement 4 Signature Title Date --------- ----- ---- /s/ William C. Schmidt Director June 15, 1999 - -------------------------- William C. Schmidt /s/ John A. Hawkins Director June 15, 1999 - -------------------------- John A. Hawkins 5 EXHIBIT INDEX ------------- Exhibit Number Description - -------------- ----------- 5.1 Opinion of Palmer & Dodge LLP as to the legality of the securities registered hereunder. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Palmer & Dodge LLP (contained in Opinion of Palmer & Dodge LLP, filed as Exhibit 5.1). 24.1 Power of Attorney (set forth on the signature page to this Registration Statement). 24.2 Certified resolution of the Board of Directors authorizing Power of Attorney. 6 EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 7 PALMER & DODGE LLP ONE BEACON STREET, BOSTON, MA 02108-3190 TELEPHONE: (617) 573-0100 (617) 573-0100 FACSIMILE: (617) 227-4420 June 14, 1999 PixTech, Inc. Avenue Olivier Perroy Zone Industrielle de Rousset 13790 Rousset, France Dear Sirs: We are rendering this opinion in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by PixTech, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), on or about the date hereof. The Registration Statement relates to 2,500,000 shares (the "Shares") of the Company's Common Stock, $0.01 par value, offered pursuant to the provisions of the Company's 1993 Amended and Restated Stock Option Plan (the "Plan"). We have acted as your counsel in connection with the preparation of the Registration Statement and are familiar with the proceedings taken by the Company in connection with the authorization of the issuance and sale of the Shares. We have examined all such documents as we consider necessary to enable us to render this opinion. Based upon the foregoing, we are of the opinion that when issued in accordance with the terms of the Plan, the Shares will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as a part of the Registration Statement and to the reference to our firm under Item 5 thereof. Very truly yours, /s/ Palmer & Dodge LLP PALMER & DODGE LLP 8 EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 9 Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1993 Amended and Restated Stock Option Plan of PixTech, Inc., of our report dated February 3, 1999, with respect to the consolidated financial statements and schedules of PixTech, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG AUDIT Represented by : CHRISTINE BLANC-PATIN Marseilles, France June 15, 1999 10 EX-24.2 4 CERTIFICATE OF SECRETARY EXHIBIT 24.2 11 PIXTECH, INC. Certificate of Assistant Secretary I, Marc Rubenstein, being the duly elected and acting assistant secretary of PixTech, Inc. (the "Company"), a Delaware corporation, hereby certify that the following is a true, correct and complete copy of resolutions adopted by the Board of Directors of this Company at a meeting held on February 3, 1999; and that said resolutions have not been amended or rescinded and are now in full force and effect. Registration Statement on Form S-8 VOTED: That, upon approval by the stockholders at the Company's 1999 Annual Meeting of the aforementioned amendment to the [Company's Amended and Restated Stock Option] Plan [(the "Plan")], the President, any Vice President and the Treasurer of the Company, each acting singly, be and hereby are authorized in the name and on behalf of the Company to execute and file with the United States Securities and Exchange Commission (the "Commission") a registration statements on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933, as amended (the "Act"), of the additional 2,500,000 shares (the "Plan Shares") of the Company's Common Stock reserved for issuance under the Plan, such Registration Statement and any amendments thereto to be in such form as may be approved by the officer executing the same, his execution and filing thereof to be conclusive evidence of this approval; and such officers, and each acting singly, be and hereby are authorized to take any and all other action as they or any of them may deem necessary or advisable to effect such registration. VOTED: That Dieter Mezger, Jean-Luc Grand-Clement, Francis Correges, Yves Morel, Michael Lytton and Marc Rubenstein, and each of them acting singly, be and hereby are designated as attorneys-in-fact of any officer executing the Registration Statement or any combination thereof, on behalf of the Company or otherwise, with full power of substitution, for each of them in any and all capacities, to execute and file the Registration Statement or such other documents relating to the registration under the Act of the Plan Shares and any amendment thereto, and that any such officer of the Company be and hereby is authorized to execute and deliver an appropriate power of attorney reflection such authorization. WITNESS my signature and the seal of the Company affixed this 17 day of June, 1999. /s/ Marc Rubenstein ----------------------------- Marc Rubenstein, Assistant Secretary 12 -----END PRIVACY-ENHANCED MESSAGE-----