8-K

 
                      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):
                               FEBRUARY 7, 1997



                                 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 6
                        Exhibit Index appears on page 4
                     

 
ITEM 9.   SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
          --------------------------------------------------- 

          In connection with an offering (the "Offering") made in reliance upon
Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"), PixTech, Inc. (the "Company") sold an aggregate of 3,996,000 shares of
its common stock, $.01 par value per share (the "Common Stock"), to the
underwriters in the Offering.  3,333,000 of the shares were sold on February 7,
1997, and an additional 663,000 shares were sold on February 12, 1997 in
connection with the exercise by the underwriters of an over-allotment option.
The principal underwriters in the Offering were Hambrecht & Quist Saint
Dominique, Credit Lyonnais and Beeson Gregory.  The price to the public in the
Offering was $4.50 per share, with a $0.315 per share underwriting discount.
The total offering price and the total underwriting discount were $17,982,000
and $1,258,740, respectively.  The Offering and the sale of the shares in
connection with the Offering were made in an offshore transaction, as defined in
Regulation S.  No directed selling efforts were made in the United States, and
the Company complied with all of the requirements imposed upon it under Rule
903(c)(2) of Regulation S.

 
                                   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:  February 21, 1997           PIXTECH, INC.

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

 
                                 EXHIBIT INDEX

EXHIBIT                                                             SEQUENTIAL
  NO.       DESCRIPTION                                              PAGE NO.
- --------    -----------                                              --------

99.1        Press release dated February 18, 1997.  Filed herewith.      5

EX-99.1

 
                                                                    Exhibit 99.1
 
 
CONTACTS:
Tom Holzel               Francis Courreges         Laura Dayton
VP of Marketing & Sales  Executive Vice President  Stapleton Communications,Inc.
408.986.8868             33.4.42.29.10.00          415.988.9207

 
FOR IMMEDIATE RELEASE


               PIXTECH RAISES $24 MILLION IN PUBLIC OFFERING AND
                              PRIVATE PLACEMENTS
               Motorola and UMC (Taiwan) Become Key Shareholders


Santa Clara, Calif.-- February 18, 1997 -- PixTech, Inc. (Nasdaq NMS:PIXT) today
announced that it has successfully raised $24 million through a public offering
on the Easdaq market and through private placements with Motorola, Inc. and
United Microelectronics Corporation of Taiwan (UMC).

On Feb. 7, PixTech closed a public offering of 3,996,000 million shares of its
common stock to offshore investors at a price of $4.50 per share.  The shares of
common stock sold to the public have been listed for trading on the Easdaq
market.  The public offering was underwritten by Hambrecht & Quist Saint
Dominique, Credit Lyonnais and Beeson Gregory.  In addition with this public
offering, Motorola and UMC acquired 460,000 and 1.1 million shares of common
stock, respectively, at a price of $4.50 per share, through private placements.

In 1995, Motorola acquired a license to PixTech's proprietary field-emission
display (FED) technology and is currently ramping up a large volume FED
manufacturing facility in Tempe, Ariz.  Flat-panel displays were recently
described by Motorola as a major area of development in 1997.

UMC, a Taiwan-based company with more than $1 billion primarily in integrated
circuit foundry revenues, is the parent company of Unipac, an active matrix
liquid-crystal display (LCD) manufacturer.  PixTech and Unipac recently
announced a partnership to produce large volumes of FEDs at Unipac's facility in
Hsin Chu, Taiwan.  Following its installation of PixTech's proprietary process,
Unipac will manufacture FED displays and PixTech will market them to its growing
customer base.

"This successful offering strengthens the company's financial position and
provides a springboard for expansion from our FED pilot production facility in
France toward high-volume manufacturing in Taiwan," said Jean-Luc Grand-Clement,
chairman, president and chief executive officer.  "We are delighted to welcome
Motorola and UMC among our shareholders and we value their confidence in our
technology leadership and in the manufacturability of PixTech's process."

Easdaq (European Association of Securities Dealers Automated Quotation) is a
stock market that has recently been created to assist growing companies to raise
capital in Europe.  Easdaq market regulation are patterned after Nasdaq rules to
provide a highly regulated market for high-growth companies in Europe.
PixTech's common stock has been traded on Nasdaq since July 1995.  Shares of
PixTech common stock may generally be traded on either the Nasdaq or the Easdaq
markets.

 
PixTech designs, develops and manufactures FEDs, a new type of flat-panel
display that may replace LCDs in a wide range of portable products and cathode-
ray tubes as desktop monitors.  FEDs offer the viewing advantages of the CRT
with the packaging advantages of the flat-panel LCD.  PixTech and its alliance
partner Futaba (Japan), are currently the only companies in the world that sell
FEDs commercially.  PixTech is currently establishing high-volume manufacturing
capabilities for its FEDs at Unipac's Taiwan facility.

To more rapidly develop a critical mass of R&D in this display technology,
PixTech formed an industrial alliance, sharing FED technology, patents and know-
how with Motorola, Raytheon and Futaba (Japan).  The alliance has more than 300
patents issued or pending on FED technology.  PixTech operates a flat-panel
display pilot manufacturing facility in Montpelier, France and a R&D facility
and sales office in Santa Clara, Calif.  The Company employs approximately 150
people.  More information on PixTech is available from the Company's web sit at
http://www.pixtech.com, from the Company's SEC filings, or by contacting PixTech
directly.

Statements that are not historical facts, including statements about PixTech's
confidence and strategies, the timing of finalizing a contractual agreement with
Unipac or UMC, the development of new or existing products, technologies and
opportunities, market demand or acceptance of new or existing products are
forward-looking statements that involve risks and uncertainties.  These
uncertainties include, but are not limited to, the ease or difficulty of the
transfer of the FED technology to its manufacturing partner, product demand and
market acceptance risks, commitment of Unipac and/or of members of the FED
alliance, ability of the Company to expand the FED alliance, impact of
competitive product and prices, product development, commercialization or
technological delays or difficulties, trade, legal, social and economic risks
and other risks detailed in PixTech's Securities and Exchange Commission filings
including its Form 10-K for the year 1995 and its most recent Form 10-Q.