-----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, QO8iKWOgHcAJ7058HBouegE1Q2VNegD5X8OjoQ1exPZWX3LBwLUUASGkW/2Vfxee 7fnRDzJvdl8J0Dn1FyvFZw== 0000927016-99-002214.txt : 19990624 0000927016-99-002214.hdr.sgml : 19990624 ACCESSION NUMBER: 0000927016-99-002214 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990519 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990527 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: 8-K SEC ACT: SEC FILE NUMBER: 000-26380 FILM NUMBER: 99636210 BUSINESS ADDRESS: STREET 1: AVENUE OLIVIER PERROY 13790 CITY: ROUSSET FRANCE STATE: I0 8-K 1 FORM 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): May 19, 1999 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 Olivier Perroy, 13790 Rousset, France (Address of principal executive offices and zip code) Registrant's telephone number, including area code: 011-33-4-42-29-10-00 Item 2. Acquisition or Disposition of Assets. On May 19, 1999, PixTech, Inc. (the "Company") and Micron Technology, Inc. ("Micron") closed the Company's acquisition of certain assets of Micron relating to field emission displays including certain equipment and other tangible assets, certain contract rights related to the tangible assets and $4.35 million of cash for an aggregate of 7,133,562 shares of the Company's Common Stock and a warrant to purchase 310,000 shares of the Company's Common Stock (the "Acquisition"). The Company was also granted a ten year, worldwide, royalty free license to Micron's FED related patents and patent applications and entered into a three year lease to the building owned by Micron in which the acquired assets are located. A press release relating to the Acquisition is attached hereto as an exhibit. The number of shares of the Company's Common Stock, and the warrant to purchase shares of the Company's Common Stock, delivered as the consideration was determined through arms-length negotiation between the parties. There was no material relationship between Micron or its stockholders and the Company or any of its affiliates, directors or officers, or any associate of the Company's director or officer. The assets acquired in the Acquisition were used by Micron in the business of developing and producing field emission displays. The Company intends to utilize the assets obtained in the Acquisition in the same manner as they were utilized by Micron. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. To be filed by amendment. (c) Exhibits 2.1 Acquisition Agreement dated as of March 19, 1999 between Micron Technology, Inc. and PixTech, Inc. relating to the purchase and sale of Micron's Display Division Business. Filed as Exhibit 2.1 to the Company's quarterly report on Form 10-Q for the period ended March 31, 1999. 2.2 Amendment No. 1 to Acquisition Agreement, dated as of April 23, 1999, between Micron Technology, Inc. and PixTech, Inc. Filed as Exhibit 2.2 to the Company's quarterly report on Form 10-Q for the period ended March 31, 1999. 2.3 Amendment No. 2 to Acquisition Agreement, dated as of May 17, 1999, between Micron Technology, Inc. and PixTech, Inc. Filed herewith. 99.1 Press Release issued by the Company on May 19, 1999. Filed herewith. 2 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. May 26, 1999 PIXTECH, INC. By: /S/ Yves Morel --------------- Yves Morel Chief Financial Officer 3 EXHIBIT INDEX ------------- 2.1 Acquisition Agreement dated as of March 19, 1999 between Micron Technology, Inc. and PixTech, Inc. relating to the purchase and sale of Micron's Display Division Business. Filed as Exhibit 2.1 to the Company's quarterly report on Form 10-Q for the period ended March 31, 1999. 2.2 Amendment No. 1 to Acquisition Agreement, dated as of April 23, 1999, between Micron Technology, Inc. and PixTech, Inc. Filed as Exhibit 2.2 to the Company's quarterly report on Form 10-Q for the period ended March 31, 1999. 2.3 Amendment No. 2 to Acquisition Agreement, dated as of May 17, 1999, between Micron Technology, Inc. and PixTech, Inc. Filed herewith. 99.1 Press Release issued by the Company on May 19, 1999. Filed herewith EX-2.3 2 AMENDMENT NO. 2 TO ACQUISITION AGREEMENT Exhibit 2.3 ----------- Amendment No. 2 to Acquisition Agreement This Amendment No. 2 to Acquisition Agreement (the "Amendment") is dated as of May 17, 1999 and amends that certain Acquisition Agreement dated as of March 19, 1999, as amended by an Amendment No. 1 dated as of April 23, 1999 (as amended, the "Acquisition Agreement"), between Micron Technology, Inc. ("Micron") and PixTech Inc. ("PixTech"). Capitalized terms used but not defined herein shall have the meaning given them in the Acquisition Agreement. WHEREAS, Micron and PixTech have entered into the Acquisition Agreement relating to the acquisition by PixTech of certain assets of Micron's Display Division. WHEREAS, Micron and PixTech desire to amend the Acquisition Agreement as set forth herein. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows. 1. Amendment to Acquisition Agreement. 1.1 The second sentence of Section 9.4 of the Acquisition Agreement shall be amended by adding the following clause in front of the period at the end thereof: "(including any requirement that Micron expend any money or incur any expense or obligation to obtain additional or replacement software licenses)" 1.2 The last sentence of Section 9.4 of the Acquisition Agreement shall be amended to read in full as follows: "If the applicable vendor does not give its consent, or such consent is subject to any condition other than the payment or a fee, or the giving of such consent would for any reason require Micron to obtain additional or replacement software licenses, then such contract shall not be considered an Assumed Contract." 1.3 The last sentence of Section 9.5(a) to the Acquisition Agreement is amended to read in full as follows: "The exercise price of the stock options will be the lesser of (i) $2.25313 or (ii) the closing price for PixTech Common Stock on the Closing Date; provided that if the exercise price as so calculated is more than $1.825 per share, then PixTech will issue additional stock options to the Transferred Employees at such exercise price. The number of additional stock options to be issued will be mutually agreed upon by Micron and PixTech. PixTech hereby agrees to indemnify Micron pursuant and subject to Article XII of the Acquisition Agreement from Damages incurred or suffered by Micron or any of its Affiliates as a result of the foregoing amendment to Section 9.5(a) to the Acquisition Agreement. 2. PixTech hereby agrees that it will preserve all books, records, documents and technological and other information that PixTech acquires from Micron in connection with the Acquired Assets and Assumed Liabilities for a minimum period of five years following the Closing Date. Micron and PixTech acknowledge that all such books, records, documents and technological and other information will be subject to the confidentiality provisions of the Non- Disclosure Agreement. Notwithstanding the foregoing, PixTech may dispose of, transfer, sell, convey, hypothecate, lease or deliver any of the Acquired Assets as it deems fit during such five year period. 3. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their authorized officers as of the day and year first above written. PIXTECH, INC. MICRON TECHNOLOGY, INC. By: /s/ Dieter Mezger By: /s/ W.G. Stover, Jr. ----------------- -------------------- Name: Dieter Mezger Name: W.G. Stover, Jr. Title: President and CEO Title: VP of Finance and CFO EX-99.1 3 PRESS RELEASE Exhibit 99.1 ------------ PixTech Completes Acquisition of Display Division Assets of Micron Technology, Inc. Micron Technology Now a 32% Shareholder of PixTech BOISE, Idaho, May 19 /PRNewswire/ -- PixTech, Inc. (Nasdaq: PIXT) today announced the closing of PixTech's acquisition of substantially all the assets of Micron's Field Emission Display Division located in Boise, Idaho. Under the terms of the acquisition agreement, in exchange for the transfer of certain assets (including manufacturing equipment and $4.35 million in cash) and liabilities to PixTech, Micron received approximately 7.134 million shares of PixTech's Common Stock and warrants to purchase an additional 310,000 shares of PixTech's Common Stock at an exercise price of approximately $2.25. As a result of this transaction, Micron owns approximately 32% of PixTech's outstanding shares of Common Stock. The equipment acquired in the transaction has a net value of $24 million. As part of the acquisition, PixTech hired 40 Micron employees who will continue to work in the Boise facility. PixTech has also been granted a ten year, worldwide royalty-free license to Micron's FED related patents and patent applications. "We are pleased to be a shareholder in the new PixTech organization," said Steve Appleton, Chairman, CEO, and President of Micron Technology, Inc. "The resources PixTech has gained through this acquisition should give them the additional scale and talent needed to be successful. We look forward to working with the PixTech team as they continue advancing FED technology and products in the former Micron facility in Boise." "We are extremely excited to move to the next phase with Micron's Display Division. This acquisition is important to PixTech's future success and is designed to catapult our progress toward commercializing FED technology. Since we signed the agreement, we have worked closely to integrate the two teams. We have almost completed the move of our development team from Santa Clara to Boise, and the newly formed team is already making an immediate contribution to our development projects. We expect the new team in Boise to focus on our next generation color product and the expansion of our large display effort," said Dieter Mezger, President and CEO of PixTech. About PixTech, Inc. PixTech designs, develops and manufactures field emission displays (FEDs), a new type of flat-panel display. The Company operates a flat-panel display pilot manufacturing facility in Montpellier, France, and an R&D facility and sales office in Santa Clara, California. PixTech is currently developing high- volume manufacturing capabilities for its FEDs in Taiwan under a contract manufacturing arrangement with Unipac, a Taiwanese AM-LCD manufacturer. PixTech has also established a marketing partnership with Sumitomo Corporation, its exclusive distributor in Japan. More information is available from the Company's web site at www.pixtech.com. Statements that are not historical facts, including statements about PixTech's confidence and strategies, the development of new or existing products, technologies and opportunities, marked 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 risk associated with transitioning to high volume manufacturing of FED displays at Unipac, product demand and market acceptance risks, commitment of Unipac and/or of PixTech licensees, ability of the Company to grant other licenses under FED technology, validity and enforceability of PixTech's patent rights, infringement by PixTech of other patent rights, impact of competitive product and prices, product development, commercialization or technological delays or difficulties, trade, legal, social and economic risks detailed in PixTech's Securities and Exchange Commission filing including its form 10-K for the year 1998 and any subsequent filings. SOURCE PixTech, Inc. -0- 05/19/99 /CONTACT: Yves Morel, VP, Chief Financial Officer of PixTech, 33-0-4-42- 29-10-00, or ymorel@pixtech.com; or Laurence Kipfer, investor relations, Actus Finance & Communication, 33-0-1-53-67-36-36, or lkipfer@actus.fr; or Lillian Armstrong, lillian@lhai-sf.com, or Kris Otridge, both of Lippert/Heilshorn & Associates, 415-433-3777/ (PIXT) 1 -----END PRIVACY-ENHANCED MESSAGE-----