-----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, PE7wtlIZSqcnPyP+Gwm4FOOZ7rBXFiPq8qGAujF5dZLReaxGyYgK2IcSZ3uxyyoy WuU07szq8ScLB4YieRQ/5g== 0000891618-99-005382.txt : 19991123 0000891618-99-005382.hdr.sgml : 19991123 ACCESSION NUMBER: 0000891618-99-005382 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991122 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/A SEC ACT: SEC FILE NUMBER: 005-49673 FILM NUMBER: 99761680 BUSINESS ADDRESS: STREET 1: AVENUE OLIVIER PERROY 13790 CITY: ROUSSET FRANCE STATE: I0 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED MICROELECTRONICS CORP CENTRAL INDEX KEY: 0001033767 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: NO 13 INNOVATION RD I STREET 2: SCIENCE BASED INDUSTRIAL PARK CITY: HSINCHU TAIWAN ROC BUSINESS PHONE: 01188635772700 MAIL ADDRESS: STREET 1: NO 13 INNOVATION RD I STREET 2: SCIENCE BASED INDUSTRIAL PARK CITY: HSINCHU TAIWAN ROC SC 13D/A 1 AMENDMENT #2 TO SCHEDULE 13D 1 -------------------------- UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION -------------------------- WASHINGTON, D.C. 20549 OMB Number: 3235-0145 -------------------------- Expires: November 30, 1999 -------------------------- Estimated average burden hours per response... 14.9 -------------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* PixTech, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 72583K 10 9 - -------------------------------------------------------------------------------- (CUSIP Number) Yves Morel, Avenue Olivier Perroy, 13790 Rousset, France, 011-33-4-42-29-10-00 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 15, 1999 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 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). 2 CUSIP No 72583K 10 9 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). United Microelectronics Corporation - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) _________________________________________________________________ (b) _________________________________________________________________ - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Taiwan, Republic of China - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares 1,111,111 Beneficially -------------------------------------------------------------- Owned by Each 8. Shared Voting Power Reporting 0 Person With -------------------------------------------------------------- 9. Sole Dispositive Power 1,111,111 -------------------------------------------------------------- 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- -2- 3 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,111,111 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: X (See discussion in Item 2 below). - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 3.1% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ - -------------------------------------------------------------------------------- This Amendment No. 2 to the Schedule 13D amends and restates the Schedule 13D initially filed by United Microelectronics Corporation ("UMC") on February 21, 1997, as amended on February 26, 1997. The filing of this Schedule 13D is not, and should not be deemed to be, an admission that such Schedule 13D is required to be filed. See the discussion under Item 2. ITEM 1. SECURITY AND ISSUER. (a) The title of the class of equity securities to which this statement relates is Common Stock. (b) The name and address of the principal executive offices of the issuer of such securities is: PixTech, Inc. ("PixTech"), Avenue Olivier Perroy, 13790 Rousset, France. ITEM 2. IDENTITY AND BACKGROUND. -3- 4 This statement is being filed by United Microelectronics Corporation. This Amendment No. 2 to the Schedule 13D amends and restates the Schedule 13D initially filed by UMC on February 21, 1997, as amended on February 26, 1997, which disclosed UMC's purchase of 1,111,111 shares of PixTech, Inc. ("PixTech"). A separate filing pursuant to Regulation 13D of the Securities Exchange Act of 1934 (the "1934 Act") has been filed by Unipac Optoelectronics Corporation ("Unipac") with respect to 12,427,146 shares of PixTech, Inc. purchased by Unipac on October 15, 1999. UMC did not directly acquire any additional Pixtech shares as a result of the October 15, 1999 transaction between Unipac and PixTech, Inc. UMC owns approximately 40.7% of Unipac's outstanding shares. Several persons serve as directors on both the boards of directors of UMC and Unipac, including Robert Tsao, who serves as Chairman of both companies. Mr. Chia-Tsung Stan Hung also serves as the CFO of both companies. UMC and Unipac exist as separate and independent corporate entities, and the two companies have separate and distinct management teams. Their investment decisions are made independently, and their clients are generally different organizations. The 12,427,146 PixTech shares acquired by Unipac in the October 15, 1999 transaction are owned directly by Unipac. UMC and Unipac are of the view that they are not acting as a "group" for purposes of Section 13(d) under the 1934 Act and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities "beneficially owned" by the other corporation within the meaning of Rule 13d-3 promulgated under the 1934 Act. Therefore, they are of the view that the shares held by the other corporation need not be aggregated for purposes of Section 13(d). However, UMC is making the disclosures herein with respect to Unipac on a voluntary basis. (a) Name of Person Filing: United Microelectronics Corporation ("UMC"). (b) Address of Principal Business: 13 Innovation Road I, Science-Based Industrial Park, Hsin-Chu City, Taiwan, R.O.C. (c) Principal Business: Manufacturer of semiconductor wafers. (d) Criminal Proceedings: During the last five years, neither UMC nor any executive officer or director of UMC has been convicted in any criminal proceeding. (e) Civil Proceedings: During the last five years, neither UMC nor any executive officer or director of UMC has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any 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. (f) Place of Organization: Taiwan, Republic of China. -4- 5 Attached hereto as Appendix A is information required by this Item 2 with respect to the executive officers and directors of UMC. The following is information concerning Unipac Optoelectronics Corporation required by this Item 2: (a) Name of Person: Unipac Optoelectronics Corporation. (b) Address of Principal Business Office: No.5, Li-Hsin Road 6, Science-Based Industrial Park, Hsin-Chu City, Taiwan, R.O.C. (c) Principal Business: Design, development and manufacture of TFT displays and related hardware and software. (d) Criminal Proceedings: During the last five years, neither Unipac nor any executive officer or director of Unipac has been convicted in any criminal proceeding. (e) Civil Proceedings: During the last five years, neither Unipac nor any executive officer or director of Unipac has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any 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. (f) Place of Organization: Taiwan, Republic of China. Attached hereto as Appendix B is information required by this Item 2 with respect to the executive officers and directors of Unipac. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. UMC used $5,000,000 of UMC working capital to purchase 1,111,111 shares of PixTech stock. UMC did not directly acquire any additional PixTech shares as a result of the transaction dated October 15, 1999 between Unipac and PixTech. (See discussion in Item 2). ITEM 4. PURPOSE OF TRANSACTION. Not applicable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. -5- 6 Reference is made to Item 2 for a disclaimer of "beneficial ownership" with respect to the securities which are "beneficially owned" by the other corporation. As discussed in Item 2, the "beneficial ownership" information contained herein concerning UMC does not include 12,427,146 PixTech shares owned by Unipac, which Unipac acquired in a transaction dated October 15, 1999. The following information concerns United Microelectronics Corporation: (a) Number of Shares Beneficially owned: UMC beneficially owns 1,111,111 shares of PixTech Common Stock as a result of a transaction dated February 14, 1997 (See Exhibit 1). Percent of Class: 3.1% (based upon the number of shares of PixTech Common Stock outstanding reported as of November 12, 1999 in PixTech's 424B3 Prospectus Supplement). (b) Number of shares as to which there is sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition: 1,111,111. (c) Other than the transaction described herein, UMC has not effected any transactions in the class of securities reported on during the past sixty days. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Securities. (e) On May 19, 1999, UMC ceased to be the beneficial owner of more than five percent of PixTech's outstanding shares. The following information concerns Unipac Optoelectronics Corporation: (a) Number of Shares Beneficially owned: Unipac beneficially owns 12,427,146 shares of PixTech Common Stock. Percent of Class: 34.5% (based upon the number of shares of PixTech Common Stock outstanding reported as of November 12, 1999 in PixTech's 424B3 Prospectus Supplement). (b) Number of shares as to which there is sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition: 12,427,146. (c) Other than the transaction described herein, Unipac has not effected any transactions in the class of securities reported on during the past sixty days. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Securities. (e) Not applicable. -6- 7 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF PIXTECH. Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1: Common Stock Purchase Agreement dated February 14, 1997 between United Microelectronics Corporation and PixTech, Inc. -7- 8 APPENDIX A DIRECTORS OF UNITED MICROELECTRONICS CORPORATION The following is a list of all members of the Board of Directors of United Microelectronics Corporation. All directors are citizens of the Republic of China. Name: Robert H.C. Tsao Business Address: 13 Innovation Road I, Science-Based Industrial Park, Hsin-Chu City, Taiwan Principal Occupation: Chairman Name, principal business and address of corporation or other organization on which employment is conducted: United Microelectronics Corporation, 13 Innovation Road I, Science-Based Industrial Park, Hsin-Chu City, Taiwan Name: John Hsuan Business Address: 13 Innovation Road I, Science-Based Industrial Park, Hsin-Chu City, Taiwan Principal Occupation: Chief Executive Officer, UMC Group Name, principal business and address of corporation or other organization on which employment is conducted: United Microelectronics Corporation, 13 Innovation Road I, Science-Based Industrial Park, Hsin-Chu City, Taiwan Name: C.J. Liang Business Address: No. 91 Hen-Yang Rd, Taipei, Taiwan Principal Occupation: Chairman Name, principal business and address of corporation or other organization on which employment is conducted: Chiao Tung Bank, No. 91 Hen-Yang Rd, Taipei, Taiwan 9 Name: Donald Brooks Business Address: 3F, No. 76, Sec 2, Tun-Hwa S. Rd, Taipei, Taiwan, R.O.C. Principal Occupation: Board Member Name, principal business and address of corporation or other organization on which employment is conducted: Hsun-Chieh Investment Corp., 3F, No. 76, Sec 2, Tun-Hwa S. Rd, Taipei, Taiwan, R.O.C. Name: Ing Dar Liu Business Address: 13 Innovation Road I, Science-Based Industrial Park, Hsin-Chu City, Taiwan Principal Occupation: Chief of Operation Officer, UMC Group Name, principal business and address of corporation or other organization on which employment is conducted: United Microelectronics Corporation, 13 Innovation Road I, Science-Based Industrial Park, Hsin-Chu City, Taiwan Name: Peter T.C. Chang Business Address: United Microelectronics Corporation, 13 Innovation Road I, Science-Based Industrial Park, Hsin-Chu City, Taiwan Principal Occupation: Chief Executive Officer Foundry Operations, UMC Name, principal business and address of corporation or other organization on which employment is conducted: Hsun-Chieh Investment Corp., 3F, No. 76, Sec 2, Tun-Hwa S. Rd, Taipei, Taiwan, R.O.C. Name: Jing-Shan Aur Business Address: United Microelectronics Corporation, 13 Innovation Road I, Science-Based Industrial Park, Hsin-Chu City, Taiwan Principal Occupation: Chief Administrative Officer Name, principal business and address of corporation or other organization on which employment is conducted: Chuin-Li Investment Corp., 3F, No. 76, Sec 2, Tun-Hwa S. Rd, Taipei, Taiwan, R.O.C. Name: H.J. Wu -2- 10 Business Address: United Microelectronics Corporation, 13 Innovation Road I, Science-Based Industrial Park, Hsin-Chu City, Taiwan Principal Occupation: President of UMC Name, principal business and address of corporation or other organization on which employment is conducted: Chuin-Tsie Investment Corp., 3F, No. 76, Sec 2, Tun-Hwa S. Rd, Taipei, Taiwan, R.O.C. Name: Mao-Chung Lin Business Address: 1F, No. 89, Cheung-An W. Rd, Taipei, Taiwan, R.O.C. Principal Occupation: President, Sunrox International Inc. Name, principal business and address of corporation or other organization on which employment is conducted: Sunrox International Inc., 1F, No. 89, Cheung-An W. Rd, Taipei, Taiwan, R.O.C. Name: Jack K.C. Wang Business Address: 23F, No. 98, Sec 2, Tun-Hwa S. Rd, Taipei, Taiwan, R.O.C. Principal Occupation: Chairman Name, principal business and address of corporation or other organization on which employment is conducted: Sen Dah Investment Inc., 23F, No. 98, Sec 2, Tun-Hwa S. Rd, Taipei, Taiwan, R.O.C. Name: C. Y. Huang Business Address: 14F, Sec. 1, Kee-Lung Rd., Taipei, Taiwan, R.O.C. Principal Occupation: Chief Representative Name, principal business and address of corporation or other organization on which employment is conducted: Diawa Institute of Research Ltd., 14F, Sec. 1, Kee-Lung Rd., Taipei, Taiwan, R.O.C. -3- 11 EXECUTIVE OFFICERS OF UNITED MICROELECTRONICS CORPORATION The following is a list of all executive officers of United Microelectronics Corporation, excluding executive officers who are also directors. All executive officers are citizens of the Republic of China.
- -------------------------------------------------------------------------------------------- POSITION NAME ADDRESS - -------------------------------------------------------------------------------------------- Vice President Andy Chang 13 Innovation Road I, Science-Based of Sales and Industrial Park, Hsin-Chu City, Taiwan Marketing - -------------------------------------------------------------------------------------------- Chief Financial Chia-Tsung Stan Hung 3F, No. 76, Sec 2, Tun-Hwa S. Rd., Taipei, Officer Taiwan, R.O.C. - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------
-4- 12 APPENDIX B DIRECTORS OF UNIPAC OPTOELECTRONICS CORPORATION The following is a list of all members of the Board of Directors of Unipac Optoelectronics Corporation, Inc. All directors are citizens of the Republic of China. DIRECTORS Name: Robert H.C. Tsao Business Address: United Microelectronics Corporation, 13 Innovation Road I, Science-Based Industrial Park, Hsin-Chu City, Taiwan, R.O.C. Principal Occupation: Chairman, United Microelectronics Corporation Name, principal business and address of corporation or other organization on which employment is conducted: United Microelectronics Corporation, 13 Innovation Road I, Science-Based Industrial Park, Hsin-Chu City, Taiwan, R.O.C. Name: John Hsuan / Ing-Dar Liu Business Address: United Microelectronics Corporation, 13 Innovation Road I, Science-Based Industrial Park, Hsin-Chu City, Taiwan, R.O.C. Principal Occupation: Chief Executive Officer/Chief of Operation Officer of United Microelectronics Corporation Name, principal business and address of corporation or other organization on which employment is conducted: United Microelectronics Corporation, 13 Innovation Road I, Science-Based Industrial Park, Hsin-Chu City, Taiwan, R.O.C. Name: Hsing-Chien Tuan Business Address: Unipac Optoelectronics Corporation, No.5, Li-Hsin Road 6, Science-Based Industrial Park, Hsin-Chu City, Taiwan, R.O.C. Principal Occupation: President, Unipac Optoelectronics Corporation 13 Name, principal business and address of corporation or other organization on which employment is conducted: Unipac Optoelectronics Corporation, No.5, Li-Hsin Road 6, Science-Based Industrial Park, Hsin-Chu City, Taiwan, R.O.C. Name: C. Y. Chen Business Address: Chiao Tung Bank, 5F, 91, Heng Yang Rd., Taipei, Taiwan Principal Occupation: Manager, Chiao Tung Bank Name, principal business and address of corporation or other organization on which employment is conducted: Chiao Tung Bank, 5F, 91, Heng Yang Rd., Taipei, Taiwan Name: Theodore M.H. Huang Business Address: 1568, Sec.1, Chung Shan Rd., Kung Yin, Tao Yuang Taiwan Principal Occupation: Chairman Name, principal business and address of corporation or other organization on which employment is conducted: TECO Information Systems Co., Ltd., 1568, Sec.1, Chung Shan Rd., Kung Yin, Tao Yuang Taiwan Name: C. Y. Wang Business Address: 6F, 232, Pa Teh Rd., Sec.2, Taipei, Taiwan Principal Occupation: Manager Name, principal business and address of corporation or other organization on which employment is conducted: Central Investment Holding Co., Ltd., 6F, 232, Pa Teh Rd., Sec.2, Taipei, Taiwan -2- 14 Name: M.H. Hung Business Address: 10F, 57, Po I Rd., Taipei, Taiwan Principal Occupation: Chairman Name, principal business and address of corporation or other organization on which employment is conducted: National Finance Corporation, Ltd., 10F, 57, Po I Rd., Taipei, Taiwan Name: Cheng Xin Technology Development Corp. Business Address: 5F, 143, Min Sheng E. Rd., Sec.2, Taipei, Taiwan Principal Occupation: President Name, principal business and address of corporation or other organization on which employment is conducted: Cheng Xin Technology Development Corp., 5F, 143, Min Sheng E. Rd., Sec.2, Taipei, Taiwan Name: David Su Business Address: Unipac Optoelectronics Corporation, No.5, Li-Hsin Road 6, Science-Based Industrial Park, Hsin-Chu City, Taiwan, R.O.C. Principal Occupation: Vice-President of Product Development of Unipac Optoelectronics Corporation Name, principal business and address of corporation or other organization on which employment is conducted: Unipac Optoelectronics Corporation, No.5, Li-Hsin Road 6, Science-Based Industrial Park, Hsin-Chu City, Taiwan, R.O.C. Name: Fan Luo Business Address: Unipac Optoelectronics Corporation, No.5, Li-Hsin Road 6, Science-Based Industrial Park, Hsin-Chu City, Taiwan, R.O.C. Principal Occupation: Vice-President of Technology Development of Unipac Optoelectronics Corporation Name, principal business and address of corporation or other organization on which employment is conducted: Unipac Optoelectronics Corporation, No.5, Li-Hsin Road 6, Science-Based Industrial Park, Hsin-Chu City, Taiwan, R.O.C. -3- 15 Name: Sherman Shen Business Address: Unipac Optoelectronics Corporation, No.5, Li-Hsin Road 6, Science-Based Industrial Park, Hsin-Chu City, Taiwan, R.O.C. Principal Occupation: Vice-President of Production of Unipac Optoelectronics Corporation Name, principal business and address of corporation or other organization on which employment is conducted: Unipac Optoelectronics Corporation, No.5, Li-Hsin Road 6, Science-Based Industrial Park, Hsin-Chu City, Taiwan, R.O.C. Name: Steve Wang Business Address: Unipac Optoelectronics Corporation, No.5, Li-Hsin Road 6, Science-Based Industrial Park, Hsin-Chu City, Taiwan, R.O.C. Principal Occupation: Vice-President of Sales and Marketing Unipac Optoelectronics Corporation Name, principal business and address of corporation or other organization on which employment is conducted: Unipac Optoelectronics Corporation, No.5, Li-Hsin Road 6, Science-Based Industrial Park, Hsin-Chu City, Taiwan, R.O.C. -4- 16 EXECUTIVE OFFICERS OF UNIPAC OPTOELECTRONICS CORPORATION The following is a list of all executive officers of Unipac Optoelectronics Corporation, excluding executive officers who are also directors. All executive officers are citizens of the Republic of China.
- -------------------------------------------------------------------------------------------- POSITION NAME ADDRESS - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- Chief Financial Chia-Tsung Stan Hung 3F, No. 76, Sec 2, Tun-Hwa S. Rd., Taipei, Officer Taiwan, R.O.C. - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------
17 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: October 25, 1999 ----------------- Signature: /s/ Robert Tsao ------------------ Name/Title: Robert Tsao, Chairman United Microelectronics Corp. -2- 18 INDEX TO EXHIBITS Exhibit 1: Common Stock Purchase Agreement dated February 14, 1997 between United Microelectronics Corporation and PixTech, Inc. EX-1 2 STOCK PURCHASE AGREEMENT 1 EXHIBIT 1 4 STOCK PURCHASE AGREEMENT DATED 2/14/97 COMMON STOCK PURCHASE AGREEMENT between PIXTECH, INC. and UNITED MICROELECTRONICS CORP. dated as of February 14, 1997 TABLE OF CONTENTS SECTION 1. Authorization of Sale of the Shares........................ 1 ----------------------------------- SECTION 2. Sale of the Shares......................................... 1 ------------------ SECTION 3. Delivery of the Shares at the Closing...................... 1 ------------------------------------- SECTION 4. Representations, Warranties and Covenants ----------------------------------------- of PixTech................................................. 2 ---------- 4.1 Organization and Qualification............................. 2 ------------------------------ 4.2 Authorized Capital Stock................................... 2 ------------------------ 4.3 Consents; Due Execution; Delivery and Performance ------------------------------------------------- of the Agreement........................................... 2 ---------------- 4.4 Issuance, Sale and ------------------ Delivery of the Shares..................................... 2 ---------------------- 4.5 Exempt Transaction......................................... 2 ------------------ 4.6 Compliance with Rule 144................................... 2 ------------------------ 4.7 Disclosure................................................. 3 ---------- 4.8 Additional Information..................................... 3 ---------------------- 4.9 No Material Changes........................................ 3 ------------------- SECTION 5. Representations, Warranties and Covenants ----------------------------------------- of UMC..................................................... 3 ------ 5.1 Investment Considerations.................................. 3
2 ------------------------- 5.2 Due Execution, Delivery and Performance of the ---------------------------------------------- Agreement.................................................. 4 --------- SECTION 6. Conditions to the Obligations of the ------------------------------------ Purchasers................................................. 5 ---------- 6.1 Accuracy of Representations and Warranties................. 5 ------------------------------------------ 6.2 Performance................................................ 5 ----------- 6.3 Opinion of Counsel......................................... 5 ------------------ 6.4 Closing of European Offering............................... 5 ---------------------------- 6.5 Certificates and Documents................................. 5 -------------------------- 6.6 Other Matters.............................................. 5 ------------- SECTION 7. Conditions to the Obligations of PixTech................... 6 ---------------------------------------- 7.1 Accuracy of Representations and ------------------------------- Warranties................................................. 6 ---------- 7.2 Performance................................................ 6 ----------- SECTION 8. Survival of Representations, Warranties and ------------------------------------------- Agreements; Assignability of Rights........................ 6 ----------------------------------- SECTION 9. Registration Rights........................................ 6 ------------------- 9.1 Registration of Shares..................................... 6 ---------------------- 9.2 Indemnification............................................ 7 --------------- 9.3 "Stand-Off" Agreement...................................... 8 --------------------- 9.4 Termination................................................ 9 ----------- SECTION 10. Miscellaneous.............................................. 9 ------------- 10.1 Notices.................................................... 9 ------- 10.2 Entire Agreement............................................ 9 ---------------- 10.3 Assignment.................................................. 10 ---------- 10.4 Amendments and Waivers...................................... 10 ---------------------- 10.5 Headings.................................................... 10 -------- 10.6 Severability................................................ 10 ------------
3 10.7 Governing Law............................................... 10 ------------- 10.8 Counterparts................................................ 10 ------------ 10.9 Expenses.................................................... 10 -------- 10.10 Publicity................................................... 10 --------- 10.11 Confidentiality............................................. 11 ---------------
COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT dated as of February 14, 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 United Microelectronics Corp., a corporation organized under the laws of the Republic of China (Taiwan) having its principal offices at 2F, No. 76 Sec. 2, Tunhwa S. Rd., Taipei, Taiwan, R.O.C. ("UMC"). R E C I T A L PixTech desires to sell to UMC, and UMC desires to purchase from PixTech, 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 UMC of that number of shares of the Common Stock, par value $0.01 per share (the "Common Stock"), of PixTech equal to the quotient obtained by dividing $5,000,000 by the per share price of the shares of Common Stock sold by PixTech in its European offering (the "European Offering") pursuant to PixTech's Preliminary Prospectus dated November 28, 1996, and any amendments or supplements thereto (the "Prospectus"). Collectively, the shares of Common Stock which may be purchased pursuant to this Section 1 are referred to herein as the "Shares." SECTION 2. Sale of the Shares. PixTech shall sell to UMC, and UMC shall ------------------ purchase from PixTech, upon the terms and conditions hereinafter set forth, the Shares, at a price per share equal to the price per share of the shares of Common Stock sold by PixTech in its European Offering (as so determined, the "Per Share Price"). The aggregate purchase price for the Shares (the "Aggregate Purchase Price") shall be $5,000,000. SECTION 3. Delivery of the Shares at the Closing. The closing of the ------------------------------------- purchase and sale of the Shares (the "Closing") shall occur on the date of the closing of the European Offering or at such other time and date and at a place to be agreed upon by PixTech and UMC (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing, UMC shall pay to PixTech an amount in cash or by wire transfer equal to the Aggregate Purchase Price and PixTech shall deliver to UMC one or more stock certificates registered in the name of UMC, or in such nominee name(s) as designated by UMC, representing the number of Shares being purchased. SECTION 4. Representations, Warranties and Covenants of PixTech. PixTech ---------------------------------------------------- hereby represents and warrants to, and covenants with, UMC as follows: 4 4.1 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. 4.2 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, 1996, 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. 4.3 Consents; Due Execution; Delivery and Performance of the -------------------------------------------------------- Agreement. PixTech's execution, delivery and performance of this Agreement (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 UMC, 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). 4.4 Issuance, Sale and Delivery of the Shares. When issued and paid ----------------------------------------- for, the Shares to be sold hereunder by PixTech will be validly issued and outstanding, fully paid and non-assessable. 4.5 Exempt Transaction. Subject to the accuracy of UMC's ------------------ representations in Section 5.1 of this Agreement, the issuance of the Shares will constitute a transaction exempt from 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. 4.6 Compliance with Rule 144. At the written request of UMC at any ------------------------ time and from time to time, PixTech shall furnish to UMC, within three 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. 4.7 Disclosure. Neither this Agreement, nor any other items prepared ---------- or supplied to UMC by or on behalf of PixTech with respect to the transactions 5 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 UMC 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. 4.8 Additional Information; Eligibility for Use of Form S-3. 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. PixTech meets the eligibility requirements set forth in paragraph I of the General Instructions to Form S-3 for the use of such Form for the registration of securities in a transaction involving secondary offerings, as described in such General Instructions. 4.9 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 5. Representations, Warranties and Covenants of UMC. ------------------------------------------------ 5.1 Investment Considerations. UMC represents and warrants to, and ------------------------- covenants with, PixTech that: (a) UMC 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) UMC is acquiring the 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) UMC understands that the Shares are "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 UMC 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) UMC 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. 6 (e) UMC qualifies as an "accredited investor" within the meaning of Rule 501(a)(3) of Regulation D promulgated under the Securities Act and is not a resident of any of the United States of America; 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. 5.2 Due Execution, Delivery and Performance of the Agreement. UMC -------------------------------------------------------- further represents and warrants to, and covenants with, PixTech that (a) UMC is a corporation duly organized, validly existing and in good standing under the laws of the Republic of China (Taiwan) 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 UMC or any other corporation of which UMC owns at least 50% of the outstanding voting stock (a "UMC Subsidiary") or any provision of any material indenture, mortgage, agreement, contract or other material instrument to which UMC or any UMC Subsidiary is a party or by which UMC, any UMC 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 UMC or any UMC 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 UMC 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 6. Conditions to the Obligations of the Purchasers. ----------------------------------------------- The obligations of UMC under this Agreement are subject to the fulfillment, or the waiver by UMC, of the conditions set forth in this Section 6 on or before the Closing Date. 6.1 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. 6.2 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. 6.3 Opinion of Counsel. UMC shall have received an opinion from ------------------ 7 Palmer & Dodge LLP, counsel to PixTech, dated as of the Closing Date, addressed to UMC, and substantially in the form attached hereto as Exhibit A. --------- 6.4 Closing of European Offering. The European Offering shall have ---------------------------- closed. 6.5 Certificates and Documents. PixTech shall have delivered to -------------------------- counsel to UMC: (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 UMC's obligations under this Agreement, as set forth in this Section 6. 6.6 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 UMC and its counsel, and UMC and its counsel shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request. SECTION 7. 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 7 on or before the Closing Date. 7.1 Accuracy of Representations and Warranties. Each representation ------------------------------------------ and warranty of UMC 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. 7.2 Performance. UMC shall have performed and complied with all ----------- agreements and conditions contained in this Agreement required to be performed or complied with by UMC prior to or at the Closing. SECTION 8. Survival of Representations, Warranties and Agreements; ------------------------------------------------------- Assignability of Rights. Notwithstanding any investigation made by any party to - ----------------------- this Agreement, all covenants, agreements, representations and warranties made by PixTech and UMC herein, except as otherwise provided herein, shall survive the execution of this Agreement, the delivery to UMC of the Shares 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 UMC's successors and assigns and (ii) the covenants, agreements, representations and warranties of UMC made herein shall bind UMC's successors and assigns and shall insure to the benefit of PixTech's successors and assigns. SECTION 9. Registration Rights. ------------------- 8 9.1 Registration of 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 by UMC (or, if PixTech is not then eligible to use such Form, on any other form of registration statement promulgated by the SEC which would cover the resale of the Shares), and use its best efforts to cause such registration statement to become effective in order that UMC 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 covered by such registration statement(s) until such time as UMC no longer holds any of the Shares; (c) furnish UMC such number of copies of such prospectus as it may reasonably request in order to facilitate the resale of the Shares; (d) file documents required of PixTech for blue sky clearance in states specified in writing by UMC; 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 9 and the registration of the Shares pursuant to the registration statement, other than fees and expenses, if any, of counsel or other advisors to UMC. 9.2 Indemnification. For the purpose of this Section 9.2, --------------- (a) the term "Selling Stockholder" shall mean UMC and any officer, director, employee, agent, affiliate or person deemed to be in control of UMC 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 9.1; 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 9 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 UMC prior to the pertinent sale or sales by UMC. UMC 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 UMC specifically for use in preparation of the Registration Statement, and UMC 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 UMC shall not be liable for -------- ------- any statement or omission in any Prospectus that is corrected in any subsequent Prospectus that was delivered to UMC prior to the pertinent sale or sales by UMC. 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 9.2, 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; provided, however, that the indemnifying person shall not -------- ------- agree to a settlement of any such action without the consent of the indemnified person, which consent shall not be unreasonably withheld. 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. 9.3 "Stand-Off" Agreement. If UMC holds any Shares at such time as --------------------- 10 PixTech proposes, at any time after the Closing Date, to offer shares of its Common Stock or other securities for sale in a registered underwritten public offering, then UMC 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. 9.4 Termination. UMC's registration rights hereunder shall terminate ----------- as to any Shares upon the earlier of (i) three years after the Closing Date or (ii) such time as no such Shares are held by UMC. SECTION 10. Miscellaneous. ------------- 10.1 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, Esq. Telephone: (617) 573-0100 Telecopy: (617) 227-4420 If to UMC: United Microelectronic Corp. 2F, No. 76 Sec 2, Tunhwa S. Rd. Taipei, Taiwan, R.O.C. Attn: Stan Hung Telephone: 886-2-7006999, ext. 6966.6911 Telecopy: 886-2-7033839 with a copy to: Peter J. Courture, Esq. Law + 993 Highland Circle Los Altos, California 94024 Telephone: (415) 968-8855 Telecopy: (415) 968-8885 10.2 Entire Agreement. This Agreement contains the entire ---------------- understanding of the parties with respect to the subject matter hereof and supersedes the Letter of Intent dated January 9, 1997 addressed to PixTech by UMC. All express or implied agreements and understandings, either oral or written, heretofore made are expressly merged in and made a part of this Agreement. 10.3 Assignment. Neither this Agreement nor any of the rights and ---------- 11 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 UMC 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. 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. 10.4 Amendments and Waivers. This Agreement may not be modified or ---------------------- amended except pursuant to an instrument in writing signed by PixTech and UMC. 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. 10.5 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. 10.6 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. 10.7 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. 10.8 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. 10.9 Expenses. Except as otherwise specifically provided herein, -------- each party shall bear its own expenses in connection with this Agreement. 10.10 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. 10.11 Confidentiality. UMC acknowledges and agrees that any --------------- information or data it has acquired from PixTech, not otherwise properly in the public domain, was and will be treated pursuant to the confidentiality provisions of the Memorandum of Understanding between Unipac Optoelectronics Corp. and PixTech. 12 [The remainder of this page is intentionally left blank] IN WITNESS WHEREOF, the parties hereto have caused this Common Stock Purchase 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 UNITED MICROELECTRONIC CORP. By: /s/ Robert Tsao ------------------------------------------ Title: Chairman --------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----