-----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, IOrzO4CGrEvfePbtms1Yeg2WKZjdTweNi0ONHTbM1ZK/it3RfLgUmgZkVeo/ZC3V jzRppeaX3h5tuLLA/sPJUw== 0000927016-99-000143.txt : 19990122 0000927016-99-000143.hdr.sgml : 19990122 ACCESSION NUMBER: 0000927016-99-000143 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990121 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-3 SEC ACT: SEC FILE NUMBER: 333-70927 FILM NUMBER: 99509364 BUSINESS ADDRESS: STREET 1: AVENUE OLIVIER PERROY 13790 CITY: ROUSSET FRANCE STATE: I0 S-3 1 FORM S-3 As filed with the Securities and Exchange Commission on January 21, 1999 REGISTRATION NO. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-3 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, 13790 Rousset, France, 011 33 4-42-29-10-00 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) YVES MOREL, CHIEF FINANCIAL OFFICER PixTech, Inc. Avenue Olivier Perroy 13790 Rousset, France 011-33-4-42-29-10-00 (Name, address, including zip code, and telephone number, including area code, of agent for service) with copies to: MICHAEL LYTTON, ESQ. MARC A. RUBENSTEIN, ESQ. Palmer & Dodge LLP One Beacon Street Boston, Massachusetts 02108 (617) 573-0100 Approximate date of commencement of proposed sale to the public: From time to time after the Registration Statement is declared effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with the dividend or interest reinvestment plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------- Title of each class Proposed maximum Proposed maximum of securities to Amount to be offering price aggregate Amount of be registered registered(1) per share(2) offering price(1) registration fee - ------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 7,717,602 shares $2.422 $18,692,032.04 $5,196.38 par value - -------------------------------------------------------------------------------------------------------------
(1) A portion of the Shares of Common Stock being registered hereby can be received by the holders of the Company's Series E Convertible Preferred Stock when and if they convert such Series E Convertible Preferred Stock. The number of Shares of Common Stock included in the table is estimated based on the conversion rate of the Series E Convertible Preferred Stock in effect on January 20, 1999. Pursuant to the requirements of the Preferred Stock Purchase Agreement dated as of December 22, 1998, the number of shares being registered upon conversion of the Series E Convertible Preferred Stock is two times the number of shares into which the Series E Convertible Preferred Stock could convert on January 19, 1999. The actual number of shares of Common Stock issuable upon conversion of the Series E Convertible Preferred Stock may vary from this number. (2) 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 January 14, 1999 as reported by the Nasdaq National Market. The Registrant hereby amends this Registration Statement on such dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. SUBJECT TO COMPLETION, DATED JANUARY 21, 1999 - ------------------------------------------------------------------------------ PixTech, Inc. Avenue Olivier Perroy 13790 Rousset, France 011-33-4-42-29-10-00 - ------------------------------------------------------------------------------ PixTech, Inc. 7,717,602 Shares Common Stock PixTech common stock trades on the Nasdaq National Market under the symbol "PIXT." On January 20, 1999, the last reported per share sale price of PixTech common stock was $2.53125. Some of the shares of common stock described in this prospectus are issuable upon conversion of our Series E Convertible Preferred Stock that we sold to selling stockholders in a private placement. Some of the shares of common stock described in this prospectus were sold to selling stockholders in a private placement. These shares of common stock, when issued to the selling stockholders, will be offered by the selling stockholders named in this prospectus. The selling stockholders will receive all of the proceeds from any sales, and we will not receive any of the proceeds from the sale of these shares. If all of the shares of the Series E Convertible Preferred Stock were converted into shares of common stock on January 21, 1999, these shares would have converted into 3,672,690 shares of our common stock. The selling stockholders may sell the shares of common stock at various times and in various types of transactions, including sales in the open market, sales in negotiated transactions and sales by a combination of these methods. Shares may be sold at the market price of the common stock at the time of a sale, at prices relating to the market price over a period of time, or at prices negotiated with the buyers of shares. The selling stockholders will pay all brokerage fees and commissions and similar sale-related expenses. We are paying expenses relating to the registration of the shares with the Securities and Exchange Commission. See "Risk Factors" beginning on page 4 of this prospectus for a discussion of certain factors that should be considered by prospective purchasers of shares of common stock. ______________________ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. _____________________ The date of this prospectus is _____________ __, 1999. TABLE OF CONTENTS Page ---- PIXTECH, INC........................................................... 3 WHERE YOU CAN FIND MORE INFORMATION.................................... 3 RISK FACTORS........................................................... 4 SELLING STOCKHOLDERS................................................... 9 PLAN OF DISTRIBUTION................................................... 10 LEGAL MATTERS.......................................................... 11 EXPERTS................................................................ 11 2 PIXTECH, INC. PixTech, Inc. was incorporated in Delaware in November 1993 as the parent company of PixTech S.A., a French corporation formed in June 1992. Our executive offices are located at Avenue Olivier Perroy, 13790 Rousset, France. Our main telephone numbers are 011-33-4-42-29-10-00 and (408) 986-8868. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available on the SEC's Website at "http://www.sec.gov." The SEC allows us to "incorporate by reference" information from other documents that we file with them, which means that we can disclose important information by referring to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the sale of all the shares covered by this prospectus: . Annual Report on Form 10-K for the year ended December 31, 1997; . Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June 30, 1998 and September 30, 1998; . Current Report on Form 8-K filed with the SEC on January 7, 1999; and . The description of the common stock contained in our Registration Statement on Form 8-A, filed with the SEC on July 6, 1994. You may request a copy of these filings, at no cost, by writing or telephoning us using the following contact information: PixTech, Inc. Avenue Olivier Perroy 13790 Rousset, France Attention: Chief Financial Officer 011-33-4-42-29-10-00 You should rely only on the information incorporated by reference or provided in this prospectus or any supplement. We have not authorized anyone else to provide you with different information. The selling stockholders will not make an offer of these shares in any state where the offer is not permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents. 3 RISK FACTORS ------------ We are currently focused on the following activities which we believe are necessary to the success of our business: . successfully implementing the manufacture of FEDs by our Asian contract manufacturer, Unipac Optoelectronics Corporation; . improving our manufacturing processes and yields, both in our pilot plant and at Unipac; . expanding our customer base, and . continuing the development of our "field emission display" or "FED" technology. In evaluating our outlook, you should consider the following risks and issues, among others which are common among development stage companies such as ours. It is especially important to keep these risk factors in mind when you read "forward-looking statements." These are statements that relate to future periods and include discussions relating to our: . market opportunities; . acquisition opportunities; . ability to compete; and . stock price. Generally, the words "anticipates," "believes," "expects," "intends" and similar expressions identify such forward-looking statements. Forward-looking statements involve risks and uncertainties, and our actual results could differ materially from the results discussed in the forward-looking statements because of these and other factors. Forward-looking statements are current only as of the date of this Prospectus. We do not have any obligation to inform you if forward-looking statements, or the circumstances they are based on, change. We May Not Have Operating Income or Net Income in the Future and We May Have Problems Raising Money We Need in the Future Recently we have had significant operating losses. During the 9 month period ended September 30, 1998, our net operating loss amounted to $13.7 million. During the year ended December 31, 1997 we had an operating loss of approximately $15.8 million. In the future, we expect that we will need to obtain money from sources outside our company, as we have done in the past. There is no guarantee that any of the outside sources will provide us with the money when we need it. In addition, even if we are able to find outside sources which will provide us with the money when we need, in order to raise this money we may be required to issue securities with better rights than the rights of our common stock or we may be required to take other actions which lessen the value of our current common stock, including borrowing money on terms that are not favorable to us. There are Risks Associated with Using a Single Contract Manufacturer to Manufacture our FEDs. We believe that our ability to commercialize medium to large volumes of FEDs depends on our ability to have Unipac manufacture FEDs. If we are not able to implement our manufacturing plans with Unipac as soon as we expect, we will not be able to ship medium to large volumes of FED products. Furthermore, we will not be able to obtain an acceptable cost for our FED displays through high volume manufacturing, as compared to manufacturing FEDs at our pilot production facility. This situation would materially adversely affect our operations. In May 1997, we signed a Foundry Agreement with Unipac, an "Active Matrix LCD," or "AMLCD," manufacturer based in Taiwan. Under the agreement, Unipac has installed volume production equipment to produce FEDs at its manufacturing plant, and has begun production for exclusive delivery of FED displays to us. Expectations about the final timing of this manufacturing plan with Unipac are forward-looking statements that still involve risks and uncertainties, including the ease or difficulty of the transfer of the FED technology to Unipac. Additionally, it is extremely costly to install at Unipac's facility equipment that is not common to its AMLCD manufacturing process. Under the Foundry Agreement, we expect Unipac to spend $16.5 million on this equipment, a portion of which will be leased to us. Because large scale capital expenditure programs are inherently unpredictable and for numerous other reasons, the capital expenditures could vary significantly which would affect the lease payments we are obligated to make along with possibly requiring us to make additional capital expenditures. 4 Our reliance on a single contract manufacturer will involve several risks. For example, we could be unable to obtain an adequate supply of required products if Unipac did not supply enough products. Moreover, we will have less control over the price of the finished products, the timeliness of their delivery and their reliability and quality. Our failure to adequately manage this contract manufacturing relationship or any delays in the shipment of our products would adversely effect us. Our Products and Manufacturing Processes are Still under Development and We Still Need to Obtain Commercially Acceptable Yields and Acceptable Costs of Products. In order for us to succeed, we must continue to develop and produce a range of products incorporating our FED technology. At this time, we have successfully developed only one product that has been incorporated into a commercial end-user application. We will need to complete the development of additional FED products before they can be sold to the public, and there is no guaranty that we will succeed in these development efforts. If we do not develop these new products, we will not be successful. We have used our pilot manufacturing facility in Montpellier, France to produce only a limited number of products suitable for sale. Additionally, we have not completed testing of our manufacturing processes at Unipac. In order for us to be successful, we must make certain improvements to our manufacturing processes. In particular, we must improve our manufacturing yields in order to demonstrate the low cost potential of our FED technology. Even if we succeed in completing the development and testing of our manufacturing processes, we can not be sure that the favorable characteristics demonstrated by our current displays manufactured at our pilot manufacturing facility will be reproduced on a cost- effective basis in commercial production. We have, at this time, encountered a number of delays in the development of our products and processes, and it is possible that further delays will occur. Any significant delays could cause us to miss certain market opportunities and could have a material adverse effect on our business. We Need to Further Enhance our Display Performance. We may never improve the performance characteristics of our color FEDs to a level that is commercially acceptable or fail to do so on a timely basis, either of which could adversely affect our business. Key elements of display performance are brightness, power efficiency and stability over time (life time and reliability). We are seeking to balance brightness with power efficiency to produce bright and low power-consumption displays. Display reliability depends heavily on the manufacturing process used in assembling the displays as well as the characteristics of the phosphors used in the display. In order to produce color displays that will provide the product life and other characteristics necessary for most applications, we need to make further advances in our manufacturing processes. We face Intense Competition and Need to Compete with Current and Future Competing Technologies. Our competitors may succeed in developing products that outperform our displays or that are more cost effective. If our competitors develop products that offer significant advantages over our products and we are unable to improve our technology, or develop or acquire alternative technology that is more competitive, we would be adversely affected. The market for "flat panel display," or "FPD", products is currently dominated by products utilizing "liquid crystal display," or "LCD," technology. Certain LCD manufacturers, such as Sharp, NEC and Hitachi, have substantially greater name recognition and financial, technological, marketing and other resources than us. Furthermore, LCD manufacturers have made, and continue to make, substantial investments in improving LCD technology and manufacturing processes and in the construction of manufacturing facilities for displays. We believe that, over time, this will have the effect of reducing average selling prices of FPDs. In addition, recently there have been substantial increases in the world- wide manufacturing capacity of FPDs, and new competitors have entered the FPD market. Such changes may cause over-supply conditions leading to dramatic reductions in the price of FPDs. In order to effectively compete, we could be required to increase the performance of our products or reduce prices. In the event of price reductions, we will not be able to maintain gross margins unless we reduce our cost of sales. There are a number of domestic and international companies developing and marketing display devices using alternative technologies to LCD technology, such as vacuum fluorescent displays, electro-luminescent panels and plasma panels. Additionally, 5 some of the basic FED technology is in the public domain and, as a result, we have a number of potential direct competitors developing FED displays. We are aware of several other companies which are developing FED technologies similar to ours, including Futaba, Motorola, Sony, Fujitsu, and Samsung as well as smaller companies, including Candescent, FED Corporation, and Micron Display Technology. Although we own the rights to significant technological advances in FED technology, potential competitors may have developed or may soon develop comparable or superior FED technology. Many of the developers of alternative FPD and competing FED technologies have substantially greater name recognition and financial, research and development, manufacturing and marketing resources than us, and have made and continue to make substantial investments in improving their technologies and manufacturing processes. Potential Customers may not Accept our Products. We are uncertain about the potential size and timing of our target market opportunities. We anticipate marketing our displays to "original equipment manufacturer" or "OEM" customers Our success will depend, in part, on the following factors: . whether OEMs select our products for incorporation into their products; . the successful introduction of such products by the OEMs; and . the successful commercialization of products developed by parties incorporating our products. It is possible that demand for any particular product will not last or that new markets will fail to develop as we expect, or at all. Such deviations would materially and adversely effect us. It takes a long time for any product to achieve market success, and such success is never certain. The introduction of new products is often delayed by the need to have the products selected by an OEM and designed into the OEM's products. For certain products, the delay attributable to a manufacturer's design cycle may be a year or longer. Factors affecting the length of these delays include: . the size of the manufacturer; . the type of application; and . whether the displays are being designed into new products or fitted into existing applications. If volume production of such products is delayed for any reason, our competitors may introduce new technologies or refine existing technologies which could diminish the commercial acceptance of our products. We have made efforts to design our products to be compatible with the electronic products with which they will be used and have targeted smaller markets where the design cycle may be shorter. However, unforeseen difficulty in incorporating our products and technology, would lessen the commercial acceptance of our products. Furthermore, our OEMs will probably require us to implement certain manufacturing quality control procedures as well as prove our ability to manufacture the number of displays they require on a timely and reliable basis. Our failure to meet these requirements could have an adverse impact on our relationships with these OEMs and could prevent us from establishing relationships with other OEMs. Future Cooperation and License Revenues May Decrease. We have entered into various license agreements under which we are paid money for achieving certain milestones. At this time, we have recorded most of the expected revenues associated with these milestone payments. If we fail to conclude new royalty-bearing licenses or cooperation agreements, we could be adversely affected. We must execute further cooperation and/or license agreements with third parties that are not existing licensees before we will receive any future cooperation or license revenues. Should we successfully enter such agreements, a portion of the revenues from such contracts may need to be shared with the existing licensees. In addition, we will only recognize royalty revenues under cooperation and license agreements with existing or future licenses if any of our licensees incorporate licensed technology into products that are successfully commercialized. We can not guarantee that any of our licensees will successfully develop or commercialize any FED products. We believe that one of our existing licensees, Raytheon Company, may have suspended its internal program to develop FEDs. 6 We May Have Difficulty Protecting Patents and other Proprietary Rights to our Technology. We have been granted, have filed applications for, and have been licensed under a number of patents in the United States and other countries. However, rights granted under patents may not provide us with any competitive advantage over competitors with similar technology, and any issued patents may not contain claims sufficiently broad to protect against these competitors. We have not conducted an independent review of patents issued to other companies. We cannot be certain that we were the first creator of inventions covered by pending patent applications or the first to file patent applications on such inventions because patent applications in the United States are maintained in secrecy until patents issue and the publication of discoveries in scientific or patent literature tends to lag behind actual discoveries by several months. Competitors in both the United States and other countries may have applied for or obtained, or may in the future apply for and obtain, patents that will prevent, limit or interfere with our ability to make and sell our products. Moreover, claims that our products infringe on the proprietary rights of others are more likely to be asserted after we begin commercial sales of products using our technology. Although we believe that our products do not infringe the patents or other proprietary rights of third parties, it is possible that third parties will assert infringement claims against us and that such claims will be successful. It is also possible that competitors will infringe our patents. Even the successful defense and prosecution of patent suits is costly and time consuming. The adverse outcome of a patent suit could subject us to significant liabilities to other parties, require disputed rights to be licensed from third parties or require us to stop selling our products. We also rely on unpatented, proprietary technology which is significant to the development and manufacture of our displays. Others may independently develop the same or similar technology or obtain access to our unpatented technology. To protect our trade secrets and other proprietary information, we require employees, consultants, advisors and collaborators to enter into confidentiality agreements. It is possible that the agreements may be breached, that we would not be fully compensated for any such breach, or that our trade secrets will otherwise become known or be independently developed or discovered by competitors. If we are unable to maintain the proprietary nature of our technologies, our business could be adversely affected. We have received correspondence from Futaba Corporation and its legal counsel beginning in February 1998 alleging the following: . we are infringing one or more patents owned by Futaba relating to the construction and manufacture of our displays that are not expressly included under the license agreement between us and Futaba; . our use of terms such as "alliance" and "partners" in describing the nature of our contractual relationships with Motorola, Raytheon and Futaba in reports filed with the SEC is misleading; and . certain provisions in the Foundry Agreement with Unipac constitute an impermissible sublicense of Futaba technology. We do not believe such claims have any merit and have denied each of the allegations in correspondences with Futaba and its counsel. Futaba has also claimed that we improperly supplied certain Futaba proprietary information to Unipac, and that Unipac has, in turn, disclosed such information to a third party vendor. If Futaba prevails on any of these claims, we may be required to modify the construction and manufacture of our displays and may, as a result, be materially adversely affected. Currency Fluctuations May Cause Gains or Losses. A large percentage of our net assets and of our costs is expressed in Euros. Fluctuations of the value of the U.S. dollar versus the Euro may cause significant foreign exchange gains or losses. Most of our capital lease obligation is expressed in Taiwanese dollars. Fluctuations of the value of the Taiwanese dollar versus the Euro may cause significant foreign exchange gains or losses. We May be Affected by Year 2000 Errors in Computer Systems. We have conducted a comprehensive review of our computer systems to identify applications that could be affected by the inability of certain computer systems to format and manipulate data containing dates including the year 2000 and subsequent years (commonly referred to as the "Year 2000" issue). We have developed an implementation plan to resolve 7 these issues. Our management does not expect that costs associated with modifying existing computer systems will have a significant impact on our financial position or results of operations. However, it is possible that such modifications will not be successfully implemented or that the costs will be significant. If this happens, we may be adversely affected. Furthermore, we depend on a limited group of suppliers. We have no way of knowing whether those suppliers will be significantly impacted by the "Year 2000" issue. If the suppliers are significantly impacted by the "Year 2000" issue, they may be unable to continue their supply of parts to us without interruption, and we may be adversely affected. Certain Anti-Takeover Provisions May Limit Our Stock Price Certain provisions of our certificate of incorporation and by-laws may discourage a third party from offering to purchase the company. These provisions, therefore, inhibit actions that would result in a change in control of the company, including an action that may give the holders of the common stock the opportunity to realize a premium over the then-prevailing market price of their stock. These provisions may also adversely affect the market price of the common stock. For example, under our certificate of incorporation we can issue "blank check" preferred stock with such designations, rights and preferences as our board of directors determines from time to time. This type of preferred stock could be used as a method of discouraging, delaying or preventing a change in control of the company. In addition, the preferred stock issued by the company in December 1998 and any additional shares of preferred stock that we may issue in the future may adversely affect the voting and dividend rights, rights upon liquidation and other rights of the holders of common stock. We do not currently intend to issue any additional shares of preferred stock, but we retain the right to do so in the future. Furthermore, we are subject to Section 203 of the Delaware General Corporation Law, which may discourage takeover attempts. 8 SELLING STOCKHOLDERS Some of the selling stockholders are holders of Series E Convertible Preferred Stock. We issued the preferred stock to the selling stockholders in connection with a private placement. The preferred stock is convertible into common stock and we agreed to register the shares of common stock. The following table sets forth the name of each selling stockholder, the number of shares of common stock owned by each selling stockholder, or which the selling stockholder has the right to acquire within 60 days of January 13, 1999 (in the case of selling stockholders holding preferred stock the number of shares of common stock the preferred stock is convertible into based on the conversion feature of the preferred stock and the market price of common stock as of January 13, 1999), some of which is being offered by this prospectus, and the percentage of the outstanding shares of common stock beneficially owned by each selling stockholder both before and after this offering. The actual number of shares of common stock which the preferred stock is convertible into may be higher or lower due to the floating rate conversion price at which the preferred stock converts. As of January 12, 1999, there were approximately 15,150,329 shares of PixTech common stock outstanding, not including the shares of preferred stock convertible into common stock.
Shares Owned Prior to Offering(1) Shares Owned After Offering(2) --------------------- ------------------------------ Selling Stockholder Number Percent Number of Shares Being Offered Number Percent - ------------------------ --------------------- ------- ------------------------------ ---------- ------- The Kaufman Fund, Inc. 4,341,139 24.37 2,662,970 1,678,169 9.42 140 East 45th Street 43rd Floor New York, NY 10017 Wingate Capital Ltd. 310,680(3) 2.01 310,680 0 0 c/o Citadel Investment Group, L.L.C. 225 West Washington Street Chicago, Illinois 60606 Fisher Capital Ltd. 576,980(3) 3.69 576,980 0 0 c/o Citadel Investment Group, L.L.C. 225 West Washington Street Chicago, Illinois 60606 The Atherton Co. 108,770 0.71 88,770 20,000 0.13 415 Walsh Road Atherton, CA 94027 Banque Generale de 85,540 0.56 33,290 52,250 0.34 Luxembourg, fonds Interselex Equity Easdaq FIMAGEST -- Gestion Actions 23 rue de l'amiral d'Estaing F-75209 PARIS CEDEX 16 FRANCE
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PICTET & Cie 229,222 1.51 222,222 7,000 0.05 29, Bld Georges Favon Ch-1204 Geneve, Suisse Metzler Euro Small Cap 150,000 0.99 150,000 0 0 Postfach 200138 60605 Frankfurt Am Main
(1) Each of the entities named in the table has sole voting and investment power with respect to the shares beneficially owned by it. (2) Assumes all shares offered by each of the selling stockholders are sold in this offering. (3) Citadel Limited Partnership is the general manager of NP Partners and the trading manager of each of Wingate Capital Ltd., Fisher Capital Ltd. and Olympus Securities, Ltd. and consequently has voting control and investment discretion over securities held by those entities. The ownership for each of Wingate Capital Ltd. and Fisher Capital Ltd. does not include the ownership information for such other entities or Citadel Limited Partnership. Citadel Limited Partnership, Wingate Capital Ltd. and Fisher Capital Ltd. and each of such other entities each disclaims beneficial ownership of the securities held by the other entities. Excludes 51,461 shares of common stock held by NP Partners and 96,541 shares of common stock held by Olympus Securities, Ltd. PLAN OF DISTRIBUTION The selling stockholders may offer the shares of common stock held by them (in case of selling stockholders holding preferred stock, the shares of common stock that they receive after converting their preferred stock into shares of common stock), from time to time in transactions in the over-the-counter market, on any exchange where the common stock is then listed, with broker-dealers or third-parties other than in the over-the-counter market or on an exchange (including in block sales), in connection with short sales, in connection with writing call options or in other hedging arrangements, or in transactions involving a combination of such methods. The selling stockholders may sell their shares at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices. The selling stockholders may use dealers, agents or underwriters to sell their shares. Underwriters may use dealers to sell such shares. If this happens, the dealers, agents or underwriters may receive compensation in the form of discounts or commissions from the selling stockholders, purchasers of shares or both (which compensation to a particular broker might be in excess of customary compensation). The selling stockholder and any dealers, agents or underwriters that participate with the selling stockholder in the distribution of the shares may be deemed to be "underwriters" as such term is defined in the Securities Act of 1933. Any commissions paid or any discounts or concessions allowed to any such persons, and any profits received on the resale of such shares of common stock offered by this prospectus, may be deemed to be underwriting commissions or discounts under the Securities Act of 1933. To the extent required, we will amend or supplement this prospectus to disclose material arrangements regarding the plan of distribution. To comply with the securities laws of certain jurisdictions, the shares offered by this prospectus may need to be offered or sold in such jurisdictions only through registered or licensed brokers or dealers. Under applicable rules and regulations under the Securities Exchange Act of 1934, any person engaged in a distribution of the shares of common stock covered by this prospectus may be limited in its ability to engage in market activities with respect to such shares. The selling stockholder, for example, will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations under it, which provisions may limit the timing of purchases and sales of any shares of common stock by the selling stockholder. The foregoing may affect the marketability of the shares offered by this prospectus. We have agreed to pay certain expenses of the offering and issuance of the shares covered by this prospectus, including the printing, legal and accounting expenses we incur and the registration and filing fees imposed by the SEC or the Nasdaq National Market. We will not pay brokerage commissions or taxes associated with sales by the selling stockholders or any legal, accounting and other expenses of the selling stockholders. 10 The preferred stock that is convertible into the common stock being offered in this offering has certain rights, preferences, powers, privileges and restrictions, qualifications and limitations. Each share of preferred stock was purchased for $22.5313. The holders of preferred stock will receive, if declared, cumulative compounding dividends at the rate of six percent per year which we may pay with additional shares of common stock upon conversion of the preferred stock. In addition, we are required to pay an additional dividend equal to the higher of (a) two percent per year, pro rated on the basis of twelve 30-day months and a 360-day year, for the number of days that our common stock has a closing bid price that is less than $2.25313 and (b) four percent per year, pro rated on the basis of twelve 30-day months and a 360-day, year for the number of days that our common stock has a closing bid price that is less than $1.12657. Holders of preferred stock may convert their shares at any time after June 22, 1999 at a rate equal to the lesser of (a) $2.25313, and (b) the average closing price of our common stock over the ten trading day period ending on the day immediately preceding the day upon the conversion (the "Conversion Price"). If, however, the ten trading day average price is more than $15, the preferred stock will be converted at a rate equal to $2.25313 plus one-half of the difference between the ten trading day average price and $15. If we issue equity securities, or other securities convertible into equity securities, at a price less than $2.25313, (except for stock options granted to our employees with an exercise price equal to market price at the time of grant), the maximum price which the preferred stock converts, will be the price at which the new securities are issued unless as described above, the ten trading day average price of our common stock prior to conversion is more than $15. The preferred stock may not be converted for a period of 120 days from the date of filing of a registration statement covering the issuance of our securities in an underwritten public offering. In addition, if we complete an underwritten public offering resulting in gross proceeds to us of at least $10,000,000, the preferred stock will automatically convert into shares of common stock at the lesser of $2.25313 and 90% of the purchase price per share of the securities offered in the offering. No holder of preferred stock (except for the Kaufman Fund, Inc., who has waived applicability of this term) may contest or exercise any portion of preferred stock if such conversion would increase such holder's beneficial ownership of Pixtech's common stock over 10.0%. We also have the option to require the preferred stock to convert into common stock at the Conversion Price if the market value of our common stock has been more than $8.00 for the 30 consecutive trading days prior to the conversion. Moreover, the preferred stock will automatically convert into common stock at the Conversion Price on December 22, 2003. Whenever we have the option to force the preferred stock to convert into common stock, we can elect to buy the preferred stock back at 100% of the price paid for the preferred stock. LEGAL MATTERS Palmer & Dodge LLP, Boston, Massachusetts, counsel to PixTech, is giving PixTech an opinion on the validity of the shares covered by this prospectus. EXPERTS The consolidated financial statements and schedule of PixTech, Inc. incorporated by reference in PixTech's Annual Report (Form 10-K) for the year ended December 31, 1997 have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. 11 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 14. Other Expenses of Issuance and Distribution. - ----------------------------------------------------- The following expenses incurred in connection with the sale of the securities being registered will be borne by PixTech (also referred to as the "Company"). Other than the registration fee, the amounts stated below are estimates. Registration Fee.............................. $ 5,196 Legal Fees and Expenses....................... 20,000 Other......................................... 804 TOTAL...................................... $26,000 The selling stockholders will bear the expense of their own legal counsel and miscellaneous fees and expenses, if any. Item 15. Indemnification of Directors and Officers. - -------------------------------------------------- Section 145 of the Delaware General Corporation Law permits the Company to indemnify directors, officers, employees and agents of the Company against actual and reasonable expenses (including attorneys' fees) incurred by them in connection with any action, suit or proceeding brought against them by reason of their status or service as a director, officer, employee or agent by or on behalf of the Company, and against expenses (including attorneys' fees), judgments, fines and settlements actually and reasonably incurred by him in connection with any such action, suit or proceeding, if (i) he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and (ii) in the case of a criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Except as ordered by a court, no indemnification shall be made in connection with any proceeding brought by or in the right of the corporation where the person involved is adjudged to be liable to the Company. Article FIFTH of the Company's Restated Certificate of Incorporation provides that the Company shall, to the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended from time to time, indemnify each person who was or is a party to any action, suit or proceeding by reason of the fact that he is or was, or has agreed to become a director or officer of the Company. The indemnification provided for in Article FIFTH is expressly not exclusive of any other rights to which those seeking indemnification may be entitled under any law, agreement or vote of shareholders or directors or otherwise, and shall inure to the benefit of the heirs, executors and administrators of such persons. Article FIFTH also permits the Board of Directors to authorize the grant of indemnification rights to other employees and agents of the Company and such rights may be equivalent to, or greater or less than, those set forth in Article FIFTH. Article V, Section 1 of the Company's Restated by-laws provides that the Company shall have the power to purchase and maintain insurance on behalf of its officers, directors, employees and agents, against any liability asserted against and incurred by such persons in any such capacity. The Company has entered into indemnification agreements with each of its directors and has obtained insurance covering the officers and directors of the Company against certain losses and insuring the Company against certain of its obligations to indemnify its directors and officers. Pursuant to the Delaware General Corporation Law, Article FIFTH of the Company's Certificate of Incorporation eliminates a director's personal liability for monetary damages to the Company and its shareholders for breach of fiduciary duty as a director, except in circumstances involving a breach of the director's duty of loyalty to the Company or shareholders, acts or omissions not in good faith, intentional misconduct, knowing violations of the law, self- dealing or the unlawful payment of dividends or repurchase of stock. 12 The Company believes that courts in Europe and the US may have jurisdiction in an action against the Company, its directors or officers. Such jurisdiction will be delivered by the laws of the jurisdiction in effect at that time. Item 16. Exhibits. - -----------------
Exhibit Number Description - ------- ------------------------------------------------------------------------ 4.1 Restated Certificate of Incorporation of the Registrant. Filed as Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (File No. 33-93024) and incorporated herein by reference. 4.2 Certificate of Designations of the Registrant. Filed as Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 0-16380) filed on January 7, 1999 and incorporated herein by reference. 4.3 Restated By-laws of the Registrant. Filed as Exhibit 3.4 to the Registrant's Registration Statement on Form S-1 (File No. 33-93024) and incorporated herein by reference. 4.4 Specimen Certificate of the Registrant's Common Stock. Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (File No. 33- 93024) and incorporated herein by reference. 4.5 Preferred Stock Purchase Agreement dated as of December 22, 1998. Filed as Exhibit 1.1 to the Company's Current Report on Form 8-K (File No. 0- 16380) filed on January 7, 1999 and incorporated herein by reference. 5.1 Opinion of Palmer & Dodge LLP 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 LLP (contained in Opinion of Palmer & Dodge LLP, filed as Exhibit 5.1 hereto). 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.
Item 17. Undertakings. - ---------------------- (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in this Registration Statement; 13 (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referred to in Item 15 hereof, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on this 21st day of January, 1999. PIXTECH, INC. By: /s/ Dieter Mezger ---------------------- Dieter Mezger President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of PixTech, Inc. hereby severally constitute and appoint Jean-Luc Grand-Clement, Yves Morel and Michael Lytton, 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-3 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/ Dieter Mezger President and Chief Executive Officer January 21, 1999 - ------------------------------------ (Principal Executive Officer) Dieter Mezger /s/ Jean-Luc Grand-Clement Chairman of the Board January 21, 1999 - ------------------------------------ Jean-Luc Grand-Clement /s/ Yves Morel Chief Financial Officer (Principal January 21, 1999 - ------------------------------------ Financial and Accounting Officer) Yves Morel /s/ Jean Pierre Noblanc Director January 15, 1999 - ------------------------------------ Jean Pierre Noblanc /s/William C. Schmidt Director January 18, 1999 - ------------------------------------ William C. Schmidt
15 EXHIBIT INDEX -------------
Exhibit Number Description - ------- ----------------------------------------------------------------------- 4.1 Restated Certificate of Incorporation of the Registrant. Filed as Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (File No. 33-93024) and incorporated herein by reference. 4.2 Certificate of Designations of the Registrant. Filed as Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 0-16380) filed on January 7, 1999 and incorporated herein by reference. 4.3 Restated By-laws of the Registrant. Filed as Exhibit 3.4 to the Registrant's Registration Statement on Form S-1 (File No. 33-93024) and incorporated herein by reference. 4.4 Specimen Certificate of the Registrant's Common Stock. Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (File No. 33- 93024) and incorporated herein by reference. 4.5 Preferred Stock Purchase Agreement dated as of December 22, 1998. Filed as Exhibit 1.1 to the Company's Current Report on Form 8-K (File No. 0- 16380) filed on January 7, 1999 and incorporated herein by reference. 5.1 Opinion of Palmer & Dodge LLP 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 LLP (contained in Opinion of Palmer & Dodge LLP, filed as Exhibit 5.1 hereto). 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.
EX-5.1 2 OPINION OF PALMER & DODGE EXHIBIT 5.1 PALMER & DODGE LLP One Beacon Street Boston, Massachusetts 02108 Telephone: (617) 573-0100 Facsimile: (617) 227-4420 January 21, 1999 PixTech, Inc. Avenue Olivier Perroy 13790 Rousset FRANCE Ladies and Gentlemen: We are rendering this opinion in connection with the Registration Statement on Form S-3 (the "Registration Statement") filed by PixTech, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on or about the date hereof. The Registration Statement relates to an aggregate of 7,717,602 shares of the Company's Common Stock, $0.01 par value per share (the "Common Stock") issued by the Company (the "Common Shares"), or issuable upon conversion of 367,269 shares of Series E Preferred Stock, $0.01 par value (the "Preferred Shares"), into Common Stock (the "Conversion Shares"), for resale by certain stockholders of the Company listed therein. 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 Common Shares and the Preferred 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 the Common Shares and the Conversion Shares have been duly authorized and that the Common Shares have been, and, upon issuance following the conversion of the Preferred Shares, the Conversion Shares will be, 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 reference to our firm under the caption "Experts" in the Registration Statement and related Prospectus of PixTech, Inc. on Form S-3 for the registration of 7,717,602 shares of its common stock and to the incorporation by reference therein 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 January 20, 1999 EX-24.2 4 CERTIFIED RESOLUTION OF BOARD OF DIRECTORS EXHIBIT 24.2 PIXTECH, INC. Certificate of Secretary ------------------------ I, Michael Lytton, being the duly elected and acting secretary of PixTech, Inc. (the "Corporation"), a Delaware corporation, hereby certify that the following is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of the Corporation dated on November 20, 1998; and that said resolutions have not been amended or rescinded and are now in full force and effect. REGISTRATION STATEMENTS ON FORM S-3 - ----------------------------------- Approval of Registration Statement VOTED: That the Chief Executive Officer, President, and the Chief Financial Officer 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") registration statements on Form S-3 (the "Registration Statements") relating to the registration under the Securities Act of 1933, as amended (the "Act"), of the resale of the shares of the Company's Common Stock issuable upon conversion of the Shares, such Registration Statements 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. Appointment of Attorneys-in-Fact VOTED: That any officer of the Company executing, on behalf of the Company or in any other capacity, the Registration Statements referred to in the resolutions above and any and all amendments to such registration statements and other documents to be filed with the Commission in connection therewith is hereby authorized to execute the same through or by Jean-Luc Grand-Clement, Yves Morel or Michael Lytton, as attorney-in- fact, pursuant to a power of attorney reflecting such authorization. WITNESS my signature and the seal of the Corporation affixed this 13th day of January 1999. [CORPORATE SEAL] /s/ Michael Lytton ------------------------- Michael Lytton, Secretary -----END PRIVACY-ENHANCED MESSAGE-----