<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 3, 1999
SI DIAMOND TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas
(State or Other Jurisdiction of Incorporation)
1-11602 76-0273345
(Commission File No.) (I.R.S. Employer Identification No.)
3006 Longhorn Boulevard
Suite 107
Austin, Texas 78758
(Address of Principal Executive Offices)
(512) 331-5020
(Registrant's Telephone Number, Including Area Code)
<PAGE> 2
Item 5. Other Events
On January 22, 1999, Field Emission Picture Element Technology, Inc.
("FEPET"), a Delaware corporation and a wholly-owned subsidiary of SI Diamond
Technology, Inc. ("SIDT"), announced that it has secured the necessary funding
to enter into phase two of the collaborative efforts with its partners in Japan
to finalize the product development of the color field emission display for
large screen display applications and video walls. After this development phase,
the parties contemplate moving to the manufacturing phase in the first part of
the year 2000.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
10.1 Agreement on Phase 2 between FEPET and DPN
99.1 News Release, "SI Diamond Technology Announces The Commencement
Of The Color FED Product Development To Be Manufactured In The
Year 2000," dated January 22, 1999.
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, thereunto duly authorized.
SI DIAMOND TECHNOLOGY, INC.
By /s/ Douglas P. Baker
----------------------------------
Douglas P. Baker
Vice President and
Chief Financial Officer
Dated: February 3, 1999
<PAGE> 1
EXHIBIT 10.1
AGREEMENT ON PHASE 2 BETWEEN FEPET AND DPN
This agreement made on January 21, 1999 by and between Field Emission Picture
Element Technology, Inc. (FEPET) and Diamond Pro-Shop Nomura Co., Ltd. (DFN),
based on the Phase I Summary Report.
1. In accordance with the result of Phase I ordered by Noritake Company
Limited (Noritake) on August 18, 1997, Noritake has the right to assign to
Ise Electronics Corporation the development and the manufacturing of the
picture element tubes for large screen (PET) as specified in this
agreement.
2. In order to continue the development (Phase 2) of the picture element
tubes for large screen (PET) in Japan utilizing FEPET proprietary
diamond/carbon thin film technology Noritake shall import cold cathodes
from FEPET, USA through DPN.
3. DPN will import the cold cathodes from FEPET and will sub-license to
Noritake the exclusive right to use those cathodes for developing and
manufacturing picture element tubes for large screen (PET) in Japan.
4. The electrical, vacuum and life-time requirements as well as environmental
conditions shall comply with the expected product specifications to be
developed, as per attached (see Attachment A).
5. FEPET, Inc. is obligated during this development program to inform and
report to DPN and Noritake all achievements and improvements to the cold
cathode using diamond/carbon thin films and these improvements will be
incorporated in the cathodes at Noritake request and by mutual agreement
between the parties.
6. During the development program a testing procedure for the cathodes will
be established by mutual agreement between Noritake and FEPET, Inc. This
testing procedure once established will be executed before shipment of
cathodes at FEPET, Inc. and recharacterized using the same testing
procedure by Noritake as the cathodes are received in Japan. FEPET, Inc.
warrants that cathodes that will not pass the test in Japan will be
re-tested by FEPET, Inc. and if they are faulty will be discussed in good
<PAGE> 2
faith to solve the problem. But it does not mean that FEPET warrants the
performance of PET using those cathodes.
7. FEPET shall supply the cathodes at free of charge as required during the
development period, but the total quantity should not exceed 200 pieces.
After the completion of the development, the terms and conditions such as
price, delivery, warranty for the supply of cathodes shall be discussed
between the parties.
8. All the intellectual property with respect to the cathode technology
belongs to FEPET and all the intellectual property with respect to the PET
belongs to Noritake.
9. This agreement will be in force and considered executed only if 250,000
USD will be paid by Noritake to DPN within two weeks after the signing of
this agreement. The amount includes 10% commission for DPN as per the
Marketing Agreement.
10. This agreement is effective for 12 months after the date mentioned above,
but it may be extended for every one year if required.
11. After the successful completion of the Phase 2, FEPET agrees that in the
case that Noritake requests to manufacture the cathodes in Japan the
parties will enter in good faith negotiations to establish a licensing
agreement including transfer of technology and training between Noritake
and FEPET through DPN.
12. Any subject which is not specified in this agreement shall be discussed in
good faith between the parties for the reasonable settlement.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed as
set forth below.
FEPET, INC. DIAMOND PRO-SHOP NOMURA CO., LTD.
/s/ Zvi Yaniv /s/ Masaaki Matsumura
By: Zvi Yaniv By: Masaaki Matsumura
-------------------------- -----------------------------
Title: President & COO Title: President
----------------------- --------------------------
Date: 1/22/99 Date: 1/22/99
------------------------ ---------------------------
<PAGE> 1
EXHIBIT 99.1
MARKET
PATHWAYS
(LOGO) NEWS RELEASE
- --------------------------------------------------------------------------------
FINANCIAL RELATIONS INCORPORATED
COMPANY CONTACT:
Thomas J. Najar
SI Diamond Technology, Inc.
512.339.5020 ext. 106
FOR IMMEDIATE RELEASE
---------------------
SI DIAMOND TECHNOLOGY ANNOUNCES THE COMMENCEMENT
OF THE COLOR FED PRODUCT DEVELOPMENT
TO BE MANUFACTURED IN THE YEAR 2000
AUSTIN, TEXAS, JAN. 22, 1999 - SI DIAMOND TECHNOLOGY, INC. (OTC BB: SIDT)
announced today that its subsidiary, Field Emission Picture Element
Technology has secured the necessary funds to enter phase two of the
collaborative efforts with its partners in Japan (See Press Release of May
5, 1997 and Nov. 3, 1998).
During this phase, the company will finalize the product development of the
color field emission display ("FED") for large screen display applications
and video walls. After the successful completion of the development
program, the parties contemplate moving to the manufacturing phase in the
first part of year 2000.
"Entering this stage of product development and manufacturing is a
monumental milestone for our company," said Marc Eller, chairman and chief
executive officer of SI Diamond. "As we get closer to the manufacturing
stage, we will determine our licensing and manufacturing strategies," said
Dr. Zvi Yaniv, president of SI Diamond.
The company also announced that Wallace Sanders & Company has accepted the
appointment of the SI Diamond Technology, Inc. board of directors to be its
auditors. Wallace Sanders & Company is regional CPA firm based in Dallas,
Texas. The 1998 audit is expected to be completed in February.
This press release contains forward looking information within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Act of 1934, as amended, and is subject to the safe
harbor created by those sections. The Company's actual results could differ
materially from those projected in the forward-looking information. Future
results may be impacted by risk factors listed from time-to-time in SIDT's
SEC reports.
SI Diamond Technology is a holding company consisting of two wholly owned
subsidiaries. The Field Emission Picture Element Technology (FEPET)
subsidiary is developing products for applications utilizing SIDT's
proprietary field emission technology. The Electronic Billboard Technology
(EBT) subsidiary is geared toward the commercialization of electronic
digitized sign technology.
###
2222 Martin - Suite 110 - Irvine - California 92612 - 949.955.1860 -
Fax 949.955.1868
www.marketpathways.com - E-mail: [email protected]
<PAGE> 2
SI Diamond Technology is a holding company consisting of two wholly owned
subsidiaries. The Field Emission Picture Element Technology (FEPET)
subsidiary is developing products for applications utilizing SIDT's
proprietary field emission technology. The Electronic Billboard Technology
(EBT) subsidiary is geared toward the commercialization of electronic
digitized sign technology.
This press release contains forward looking information within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Act of 1934, as amended, and is subject to the safe
harbor created by those sections. The Company's actual results could differ
materially from those projected in the forward-looking information. Future
results may be impacted by risk factors listed from time-to-time in SIDT's
SEC reports.
###
