-----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, G68KsTS+WLxovRWCFY01CB926MY2xU8+54Egv0KsH0aAMqicjeFHVIxEem3J/SXl Vp+SIH7WN2z9VjJegUPioQ== 0000927016-97-001851.txt : 19970704 0000927016-97-001851.hdr.sgml : 19970704 ACCESSION NUMBER: 0000927016-97-001851 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961212 FILED AS OF DATE: 19970703 SROS: NASD 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26380 FILM NUMBER: 97636401 BUSINESS ADDRESS: STREET 1: AVENUE VICTOIRE 13790 CITY: ROUSSET FRANCE STATE: I0 10-K/A 1 FORM 10-K/A - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 COMMISSION FILE NUMBER: 0-26380 PIXTECH, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ---------------- DELAWARE 04-3214691 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) AVENUE OLIVIER PERROY, 13790 ROUSSET, FRANCE (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 011-33- (0) 4-42-29-10-00 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- --------------------- None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, $.01 PAR VALUE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. The aggregate market value of voting stock held by non-affiliates of the registrant as of March 3, 1997 was: $59,589,506. There were 13,716,032 shares of the registrant's Common Stock outstanding as of March 3, 1997. ---------------- DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive proxy statement of the Registrant for the Registrant's 1997 Annual Meeting of Shareholders to be held on April 18, 1997 which definitive proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the registrant's fiscal year of December 31, 1996, are incorporated by reference into Part III of this Form 10-K. This Form 10-K/A is being filed for the sole purpose of adding Exhibit 27.1, Financial Data Schedule, to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, which was filed on March 31, 1997. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- This Form 10-K/A is being filed for the sole purpose of adding Exhibit 27.1, Financial Data Schedule, to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, which was filed on March 31, 1997. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K (C) EXHIBITS
NUMBER FOOTNOTE DESCRIPTION - ------ -------- ----------- 3.1 1 Restated Certificate of Incorporation of Registrant. 3.3 2 Restated By-Laws of Registrant. 4.1 3 Specimen certificate for shares of Common Stock of the Registrant. 4.2 3 Warrant to purchase 62,500 shares of Common Stock of the Registrant issued to Comdisco, Inc. 4.3 6 Warrant to purchase 150,000 shares of Common Stock of the Registrant issued to PanoCorp Display Systems, Inc. 4.4 8 Warrant to purchase 463,708 shares of Common Stock of the Registrant issued to Motorola, Inc. 10.1 3,4,5 License Agreement in the Field of Flat Microtip Screens dated as of September 17, 1992 between the Registrant and the Commissariat a l'Energie Atomique (the "CEA"), as amended. 10.2 3,4,5 Research and Development Agreement in the Field of Flat Microtip Screens dated September 17, 1992 between the Registrant and the CEA. 10.3 3,5 Cooperation and License Agreement dated June 29, 1993 between the Registrant and Texas Instruments Incorporated. 10.4 3,5 Cooperation and License Agreement dated November 27, 1993 between the Registrant and Futaba Corporation. 10.5 3,5 License Agreement dated November 27, 1993 between the Registrant and Futaba Corporation. 10.6 3,5 Cooperation and License Agreement dated June 1, 1994 between the Registrant and Raytheon Company. 10.7 3 ESPRIT Project: 8730 Active Interest for Multimedia with Field Emission Display dated December 1, 1993 among the Registrant and other project participants. 10.8 3 Master Lease Agreement dated December 12, 1994 between COMDISCO France S.A. and PixTech France. 10.9 3 Purchase Agreement dated December 23, 1994 between COMDISCO France S.A. and PixTech France. 10.10 3 Guarantee dated November 29, 1994 between the Registrant and COMDISCO. 10.11 3 Leaseback Agreement dated April 5, 1995 between COMDISCO France S.A. and PixTech France. 10.12 3,4 Contract between L'Agence Nationale de Valorisation de la Recharche and PixTech France dated March 3, 1993. 10.13 3,4 Loan agreement between the Banque Worms and PixTech France dated December 13, 1994, as amended. 10.14 3 Amended and Restated 1993 Stock Option Plan. 10.15 3 1995 Director Stock Option Plan. 10.16 3 1995 Employee Stock Purchase Plan. 10.17 3 Amended and Restated Investor Rights and Stockholder Voting Registrant and certain of its stockholders. 10.18 3,4 Real Estate Agreement between PixTech France and IBM France dated February 15, 1994 for space located in Montpellier, France. 10.19 3,4,5 Agreement of State Support of Technical Development and Research dated December 30, 1994 between PixTech France and the Ministry of Industry, Postal Services and Telecommunications and Foreign Trade.
2
NUMBER FOOTNOTE DESCRIPTION - ------ -------- ----------- 10.20 3 Form of Indemnification Agreement between the Registrant and each of its directors. 10.21 3,5 Cooperation and License Agreement dated as of June 12, 1995 between the Registrant and Motorola, Inc. 10.22 6 Lease dated as of July 31, 1995 between the Registrant, as Lessee, and Pecton Court Associates as Lessor. 10.23 6 Lease dated as of March 1, 1996, between the Registrant, as Lessee, and Frank Deverse as Lessor. 10.24 6 Registration Rights Agreement between the Registrant and Panocorp Display Systems, Inc. dated February 20, 1996. 10.25 5,7 Termination Agreement dated July 15, 1996, between the Registrant and Texas Instrument Incorporated. 10.26 5 Amendment No. 1, dated February 6, 1997, to the Cooperation and License Agreement between the Registrant and Motorola. 10.27 8 Stock Purchase Agreement dated February 14, 1997, between the Registrant and United Microelectronics Corporation. 10.28 8 Stock and Warrant Purchase Agreement dated February 6, 1997 between the Registrant and Motorola, Inc. 11.1 3 Statement re: computation of per share earnings--Pro Forma. 12.1 3 Statement re: computation of ratios. 21.1 3 Subsidiaries of the Registrant. 23.1 8 Consent of Ernst & Young. 27.1 Financial Data Schedule. 99.1 8 Important Factors Regarding Forward-Looking Statements.
- -------- (1) Filed as Exhibit 3.2. to the PixTech, Inc. Registration Statement on Form S-1 (Commission File No. 33-93024) and incorporated herein by reference. (2) Filed as Exhibit 3.4 to the PixTech, Inc. Registration Statement on Form S-1 (Commission File No. 33-93024) and incorporated herein by reference. (3) Filed as an exhibit with the same number to the PixTech, Inc. Registration Statement on Form S-1 (Commission File No. 33-93024) and incorporated herein by reference. (4) English translation filed. (5) Certain confidential material contained in the document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (6) Filed as an exhibit with the same number to the PixTech, Inc. Form 10-K for the fiscal year ended December 31, 1995 and incorporated herein by reference. (7) Filed as Exhibit 10 to the PixTech, Inc. Form 10-Q for the fiscal quarter ended June 30, 1996 and incorporated herein by reference. (8) Filed as an exhibit with the same number to the PixTech, Inc. Annual Report on Form 10-K filed with the Commission on March 31, 1997 and incorporated herein by reference. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this Amendment to be signed on its behalf by the undersigned thereunto duly authorized. PixTech, Inc. /s/ Michael Lytton ------------------ Dated: July 3, 1997 (Secretary) EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 928 3,338 1,655 0 770 9,864 13,409 (7,348) 29,565 10,723 0 0 0 81 33,647 29,565 791 7,644 0 19,640 0 0 66 (11,719) 0 0 0 0 0 (11,719) (1.44) 0
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