-----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, PC/U5aLYy0IBdi0xRuBdqKsoiwkO0WrTlbAmCSXrmsbr293dLq80ETqAUj/avtVJ gH4HEIXtri3QDIeVodvsAg== 0000927016-98-002076.txt : 19980515 0000927016-98-002076.hdr.sgml : 19980515 ACCESSION NUMBER: 0000927016-98-002076 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980514 EFFECTIVENESS DATE: 19980514 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: S-8 SEC ACT: SEC FILE NUMBER: 333-52651 FILM NUMBER: 98620607 BUSINESS ADDRESS: STREET 1: AVENUE VICTOIRE 13790 CITY: ROUSSET FRANCE STATE: I0 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 14, 1998 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 (I.R.S. Employer of incorporation Identification No.) AVENUE OLIVIER PERROY, ZONE INDUSTRIELLE DE ROUSSET, 13790 ROUSSET, FRANCE 011-334-42-29-10-00 (Address and telephone number of registrant's principal executive offices) 1993 AMENDED AND RESTATED STOCK OPTION PLAN (Full Title of the Plan) JEAN-LUC GRAND-CLEMENT, PRESIDENT AND CHIEF EXECUTIVE OFFICER PixTech, Inc. Avenue Olivier Perroy Zone Industrielle de Rousset 13790 Rousset, France 011-334-42-29-10-00 (Name, address and telephone number of agent for service) with copies to: LYNNETTE C. FALLON, ESQUIRE Palmer & Dodge LLP One Beacon Street Boston, Massachusetts 02108 (617) 573-0220 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------- Title of each class of securities to Amount to Proposed Proposed maximum Amount of be registered be maximum offering aggregate offering registration fee registered price per share(1) price(1) - ----------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 800,000 $6.50 $5,200,000 $1,534 - -----------------------------------------------------------------------------------------------------------------
(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 May 12, 1998 as reported by the Nasdaq National Market System. =============================================================================== 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"), 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 800,000 shares of the Registrant's Common Stock to be issued under the Plan. 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, 1997 (file No. 000-26380) filed with the Commission on February 18, 1998. (b) 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. (c) 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 - -------------- ---------------------------------------------------------------- 4.1 Restated Certificate of Incorporation of the Registrant filed as Exhibit 3.2 to the Registrant's Form S-1 filed on June 2, 1995, as amended (Reg. No. 33-93024) and incorporated herein by reference. 4.2 Restated By-laws of the Registrant. Filed as Exhibit 3.4 to the Registrant's Form S-1 filed on June 2, 1995, as amended (Reg. No. 33-93024) and incorporated herein by reference. 4.3 Amended and Restated Investor Rights and Stockholder Voting Agreement dated as of December 24, 1993, as amended, among the Registrant and certain of its Stockholders. Filed as Exhibit 10.17 to the Registrant's Form S-1, filed on June 2, 1995, as amended (Reg. No. 33-93024) and incorporated herein by reference. 5.1 Opinion of Palmer & Dodge 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 (contained in Opinion of Palmer & Dodge, 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. 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 Paris, France, on this 14th day of May, 1998. PIXTECH, INC. By: /s/ Jean-Luc Grand-Clement -------------------------- Jean-Luc Grand-Clement Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of PixTech, Inc., hereby severally constitute and appoint Jean-Luc Grand-Clement, Richard Rodriguez, Yves Morel, Francis Courreges, Michael Lytton and Lynnette C. Fallon, 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/ Jean-Luc Grand-Clement Chief Executive May 14, 1998 - -------------------------- Jean-Luc Grand-Clement Officer and Chairman of the Board (Principal Executive Officer) /s/ Yves Morel Chief Financial Officer May 14, 1998 - -------------- Yves Morel (Principal Accounting Officer) /s/ Jean-Pierre Noblanc Director April 28, 1998 - ----------------------- Jean-Pierre Noblanc SIGNATURE TITLE DATE --------- ----- ---- /s/ William C. Schmidt Director May 14, 1997 - ---------------------- William C. Schmidt /s/ John A. Hawkins Director May 14, 1997 - ------------------- John A. Hawkins EXHIBIT INDEX ------------- Exhibit Number Description - -------------- --------------------------------------------------------------- 4.1 Restated Certificate of Incorporation of the Registrant filed as Exhibit 3.2 to the Registrant's Form S-1 filed on June 2, 1995, as amended (Reg. No. 33-93024) and incorporated herein by reference. 4.2 Restated By-laws of the Registrant. Filed as Exhibit 3.4 to the Registrant's Form S-1 filed on June 2, 1995, as amended (Reg. No. 33-93024) and incorporated herein by reference. 4.3 Amended and Restated Investor Rights and Stockholder Voting Agreement dated as of December 24, 1993, as amended, among the Registrant and certain of its Stockholders. Filed as Exhibit 10.17 to the Registrant's Form S-1, filed on June 2, 1995, as amended (Reg. No. 33-93024) and incorporated herein by reference. 5.1 Opinion of Palmer & Dodge as to the legality of the securities registered hereunder. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Palmer & Dodge (contained in Opinion of Palmer & Dodge, 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. EX-5.1 2 OPINION OF PALMER & DODGE Exhibit 5.1 Palmer & Dodge llp One Beacon Street, Boston, MA 02108-3190 Telephone: (617) 573-0100 (617) 573-0100 Facsimile: (617) 227-4420 April 28, 1998 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 800,000 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 EX-23.1 3 CONSENT OF ERNST & YOUNG 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 9, 1998, with respect to the consolidated financial statements and schedule of PixTech, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission . /s/ Ernst & Young LLP ERNST & YOUNG LLP New York, New York May 13, 1998 EX-24.2 4 POWER OF ATTORNEY Exhibit 24.2 PIXTECH, INC. Certificate of Secretary ------------------------ I, Michael Lytton, being the duly elected and acting 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 dated on April 18, 1997; 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 1997 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 800,000 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 Jean-Luc Grand-Clement, Richard Rodriguez, Yves Morel, Francis Correges, Michael Lytton and Lynnette C. Fallon, 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 2nd day of December, 1997. /s/ Michael Lytton _____________________________ Michael Lytton, Secretary -----END PRIVACY-ENHANCED MESSAGE-----