S-8 1 0001.txt 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 Identification No.) of Incorporation) AVENUE OLIVIER PERROY, 13790 ROUSSET, FRANCE, 011 33 4-42-29-10-00 AND 2700 AUGUSTINE DRIVE, SUITE 255, SANTA CLARA, CA 95054 (Address of Principal Executive Offices) AMENDED AND RESTATED 1993 STOCK OPTION PLAN (Full Title of the Plan) MARIE BOEM, CHIEF FINANCIAL OFFICER PIXTECH, INC. AVENUE OLIVIER PERROY, 13790 ROUSSET, FRANCE 011-33-4-42-29-10-00 (Name, Address and Telephone Number 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
CALCULATION OF REGISTRATION FEE ------------------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of each class of securities to Amount to be offering price per aggregate offering Amount of be registered registered share(1) price(1) registration fee ------------------------------------ -------------------- -------------------- -------------------- ----------------- Common Stock, $0.01 par value 6,000,000 shares (2) $ 2.125 $ 12,750,000 $ 3,366 ------------------------------------ -------------------- -------------------- -------------------- -----------------
(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 prices on November 6, 2000 as reported by the Nasdaq National Market. (2) This registration statement registers an additional 6,000,000 shares under the Amended and Restated 1993 Stock Option Plan, under which 5,072,114 shares have previously been registered (SEC File Nos. 33-98384, 333-52651 and 333-81357). STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION STATEMENT. Pursuant to Instruction E to Form S-8, the contents of: (i) 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"), (ii) the Registrant's Registration Statement on Form S-8 filed with the Commission on May 14, 1998 (File No. 333-52651) relating to the registration of 800,000 shares of Common Stock, and (iii)the Registrant's Registration Statement on Form S-8 filed with the Commission on June 23, 1999 (File No. 333-81357) relating to the registration of 2,500,000 shares of Common Stock authorized for issuance pursuant to the Registrant's Amended and Restated 1993 Stock Option Plan (the "Plan"), are incorporated by reference in their entirety in this Registration Statement, except as to the items set forth below. This Registration Statement provides for the registration of an additional 6,000,000 shares of the Registrant's Common Stock to be issued pursuant to the Plan. 1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. See Exhibit Index on page 6. ITEM 9. 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 to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the 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 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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 foregoing provisions, 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 in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling period 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. 2 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 Santa Clara of the State of California, on this 6th day of November, 2000. 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 Dieter Mezger, Marie Boem and Marc A. Rubenstein, 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 date indicated.
Signature Title Date -------------------------- -------------------------------------- ---------------- /s/ Dieter Mezger President and Chief Executive Officer November 6, 2000 -------------------------- Dieter Mezger (Principal Executive Officer) and Director /s/ Jean-Luc Grand-Clement Chairman of the Board November 6, 2000 -------------------------- Jean-Luc Grand-Clement /s/ Marie Boem Chief Financial Officer (Principal November 6, 2000 -------------------------- Marie Boem Financial and Accounting Officer) /s/ John A. Hawkins Director November 6, 2000 -------------------------- John A. Hawkins /s/ Ronald J. Ritchie Director November 6, 2000 -------------------------- Ronald J. Ritchie /s/ Andre Borrel Director November 6, 2000 -------------------------- Andre Borrel
EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ----------- 5.1 Opinion of Palmer & Dodge LLP as to the legality of the securities registered hereunder. Filed herewith. 23.1 Consent of Ernst & Young, independent accountants. Filed herewith. 23.2 Consent of Palmer & Dodge LLP (contained in Exhibit 5.1). 24.1 Power of Attorney (included in the signature page hereto).