SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549



                                    FORM 8-K
                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



               Date of Report (Date of earliest event reported):
                                DECEMBER 6, 1996



                                 PIXTECH, INC.
             (Exact name of registrant as specified in its charter)



 
 
                                              
          DELAWARE                    0-26380              04-3214691
  (State or other jurisdiction    (Commission File        (IRS Employer
         of incorporation)             Number)          Identification No.)
 



                      AVENUE PERROY, 13790 ROUSSET, FRANCE
             (Address of principal executive offices and zip code)



              Registrant's telephone number, including area code:
                              (33)(0)4-42-29-10-00



                                  Page 1 of 4

 
ITEM 5.   OTHER EVENTS.
          ------------ 

      .   On November 22, 1996, PixTech, Inc. (the "Company") announced an
          underwritten offering of its Common Stock to offshore investors, which
          was the subject of a Current Report on Form 8-K filed with the
          Securities and Exchange Commission on November 22, 1996.  The offering
          commenced on November 28, 1996.  The number of shares of Common Stock
          and the offering price are to be determined.

      .   Following discussions with Motorola, Inc. ("Motorola"), Motorola
          has informed the Company that, assuming consummation of a public
          offering of the Company's Common Stock in which proceeds to the
          Company equal or exceed $15 million, and assuming execution of certain
          ancillary commercial agreements to be negotiated between the Company
          and Motorola, Motorola intends to purchase 3.5% of the total
          outstanding Common Stock of the Company (following such offering) in a
          private placement.  In connection with such private placement,
          Motorola will receive warrants to purchase an additional 3.5% of the
          Common Stock of the Company, which warrants must be exercised on or
          before December 31, 1998.  No assurance can be made that such private
          placement will be consummated upon completion of such public offering,
          if at all.

      .   In November, 1996, the Company executed a Memorandum of Understanding
          with a large volume active matrix liquid crystal display manufacturer
          to establish a manufacturing partnership. The Company is conducting
          preliminary tests towards implementation of its FED process with this
          manufacturing partner. These preliminary tests are designed to
          demonstrate basic feasibility of the cathode process transfer. The
          Company intends to assign a team of engineers to work with this
          manufacturing partner's engineers at the LCD facility and assist them
          in the full installation and qualification of the Company's glass
          panel manufacturing process, selectively adding to such partner's
          installed equipment set to permit that FED manufacturing process. If
          this initial feasibility stage is successful, the Memorandum of
          Understanding provides that the Company and this manufacturing partner
          will negotiate in good faith to enter into a definitive display
          foundry agreement. The Company anticipates that it will have to fund
          the acquisition of some or all of the new equipment. No assurance can
          be made that such display foundry agreement will be negotiated and
          executed on terms acceptable to the Company, if at all.

      .   As previously disclosed, in May 1994, an individual commenced a
          lawsuit in a Paris trial court against the CEA and PixTech alleging
          infringement of a French patent (the "Patent") held by such
          individual.  In addition to the French Patent, the plaintiff holds
          patents in the United States and through the European Patent Office
          ("EPO"), in each case concerning a specific method for addressing a
          display screen which uses microtips through the screen's controller.
          The US and EPO patents contain narrower claims than the French Patent,
          and the plaintiff has not alleged infringement of these patents.  The
          Company believes that its manufacturing process and its products do
          not infringe the claims of the US and EPO patents.

          Following a trial in this lawsuit in September 1996, a decision was
          made on November 22, 1996.  This decision will only be enforceable
          when it is officially notified to the CEA and PixTech.  The decision
          of the judge is that the FED glass panel manufactured by PixTech does
          not infringe the Patent.  The FED glass panel includes the anode, the
          cathode and other key components of the company's displays and
          constitutes the 

 
          company's core technology. However, the judge decided that the
          electronic circuitry currently used by PixTech to drive the panels
          infringes the Patent. Therefore, CEA and PixTech were barred from
          producing, using or selling this electronic circuitry as well as FED
          displays including such circuitry in France. The judge decided that
          CEA and PixTech should pay $50,000 to the plaintiff, and that an
          additional $20,000 would be awarded to the plaintiff for each
          infringing electronic circuitry used or sold in France, whether such
          circuitry is attached to a glass panel or not. The action may be
          appealed by either party one month after the date of official
          notification to the Company.

          In accordance with PixTech's agreement with the CEA, the CEA has
          assumed responsibility for the cost of common defense counsel, and
          will assume settlement cost (if any) with the plaintiff, as well as
          damages incurred by PixTech in an amount equal to at least 50% of the
          royalties owned by PixTech to the CEA.

          The Company believes that this decision does not materially affect its
          current business and is taking necessary steps to conduct its business
          in compliance with this decision.  All of the Company's activities in
          its Montpelier, France pilot line can continue as conducted prior to
          the decision, with the sole exception of the integration of the glass
          panel with the electronic circuitry.  The electronic circuitry is
          purchased from an external company and two employees of the Company
          are involved in the activity of integration of the glass panel with
          the associated electronic circuitry.  The Company is establishing an
          additional site for this integration outside France, which it intends
          to use during the pendency of its appeal of the decision.  In
          addition, the Company believes that it can develop alternative non-
          infringing electronic circuitry to drive its FED displays with
          comparable product performance.  Based on the Company's current sales
          programs and expected customers for the foreseeable future, the
          Company believes that its inability to sell FED displays in France
          will not materially affect its revenues.

          The Company's expectations regarding the impact of this court decision
          on its business is a forward looking statement, the realization of
          which is dependent upon numerous factors, including the ease of
          establishing an electronic assembly operator outside of France, the
          development of markets for its products outside of France and the
          timing and cost of the development of non-infringing electronic
          circuitry.

 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  December 6, 1996       PIXTECH, INC.



                              By:  /s/ Yves Morel
                                 ----------------------------------------
                                   Yves Morel
                                   Director of Finance and Administration,
                                   Principal Financial Officer