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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):
DECEMBER 6, 1996
PIXTECH, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-26380 04-3214691
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
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AVENUE PERROY, 13790 ROUSSET, FRANCE
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(33)(0)4-42-29-10-00
Page 1 of 4
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ITEM 5. OTHER EVENTS.
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. On November 22, 1996, PixTech, Inc. (the "Company") announced an
underwritten offering of its Common Stock to offshore investors, which
was the subject of a Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 22, 1996. The offering
commenced on November 28, 1996. The number of shares of Common Stock
and the offering price are to be determined.
. Following discussions with Motorola, Inc. ("Motorola"), Motorola
has informed the Company that, assuming consummation of a public
offering of the Company's Common Stock in which proceeds to the
Company equal or exceed $15 million, and assuming execution of certain
ancillary commercial agreements to be negotiated between the Company
and Motorola, Motorola intends to purchase 3.5% of the total
outstanding Common Stock of the Company (following such offering) in a
private placement. In connection with such private placement,
Motorola will receive warrants to purchase an additional 3.5% of the
Common Stock of the Company, which warrants must be exercised on or
before December 31, 1998. No assurance can be made that such private
placement will be consummated upon completion of such public offering,
if at all.
. In November, 1996, the Company executed a Memorandum of Understanding
with a large volume active matrix liquid crystal display manufacturer
to establish a manufacturing partnership. The Company is conducting
preliminary tests towards implementation of its FED process with this
manufacturing partner. These preliminary tests are designed to
demonstrate basic feasibility of the cathode process transfer. The
Company intends to assign a team of engineers to work with this
manufacturing partner's engineers at the LCD facility and assist them
in the full installation and qualification of the Company's glass
panel manufacturing process, selectively adding to such partner's
installed equipment set to permit that FED manufacturing process. If
this initial feasibility stage is successful, the Memorandum of
Understanding provides that the Company and this manufacturing partner
will negotiate in good faith to enter into a definitive display
foundry agreement. The Company anticipates that it will have to fund
the acquisition of some or all of the new equipment. No assurance can
be made that such display foundry agreement will be negotiated and
executed on terms acceptable to the Company, if at all.
. As previously disclosed, in May 1994, an individual commenced a
lawsuit in a Paris trial court against the CEA and PixTech alleging
infringement of a French patent (the "Patent") held by such
individual. In addition to the French Patent, the plaintiff holds
patents in the United States and through the European Patent Office
("EPO"), in each case concerning a specific method for addressing a
display screen which uses microtips through the screen's controller.
The US and EPO patents contain narrower claims than the French Patent,
and the plaintiff has not alleged infringement of these patents. The
Company believes that its manufacturing process and its products do
not infringe the claims of the US and EPO patents.
Following a trial in this lawsuit in September 1996, a decision was
made on November 22, 1996. This decision will only be enforceable
when it is officially notified to the CEA and PixTech. The decision
of the judge is that the FED glass panel manufactured by PixTech does
not infringe the Patent. The FED glass panel includes the anode, the
cathode and other key components of the company's displays and
constitutes the
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company's core technology. However, the judge decided that the
electronic circuitry currently used by PixTech to drive the panels
infringes the Patent. Therefore, CEA and PixTech were barred from
producing, using or selling this electronic circuitry as well as FED
displays including such circuitry in France. The judge decided that
CEA and PixTech should pay $50,000 to the plaintiff, and that an
additional $20,000 would be awarded to the plaintiff for each
infringing electronic circuitry used or sold in France, whether such
circuitry is attached to a glass panel or not. The action may be
appealed by either party one month after the date of official
notification to the Company.
In accordance with PixTech's agreement with the CEA, the CEA has
assumed responsibility for the cost of common defense counsel, and
will assume settlement cost (if any) with the plaintiff, as well as
damages incurred by PixTech in an amount equal to at least 50% of the
royalties owned by PixTech to the CEA.
The Company believes that this decision does not materially affect its
current business and is taking necessary steps to conduct its business
in compliance with this decision. All of the Company's activities in
its Montpelier, France pilot line can continue as conducted prior to
the decision, with the sole exception of the integration of the glass
panel with the electronic circuitry. The electronic circuitry is
purchased from an external company and two employees of the Company
are involved in the activity of integration of the glass panel with
the associated electronic circuitry. The Company is establishing an
additional site for this integration outside France, which it intends
to use during the pendency of its appeal of the decision. In
addition, the Company believes that it can develop alternative non-
infringing electronic circuitry to drive its FED displays with
comparable product performance. Based on the Company's current sales
programs and expected customers for the foreseeable future, the
Company believes that its inability to sell FED displays in France
will not materially affect its revenues.
The Company's expectations regarding the impact of this court decision
on its business is a forward looking statement, the realization of
which is dependent upon numerous factors, including the ease of
establishing an electronic assembly operator outside of France, the
development of markets for its products outside of France and the
timing and cost of the development of non-infringing electronic
circuitry.
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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.
Date: December 6, 1996 PIXTECH, INC.
By: /s/ Yves Morel
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Yves Morel
Director of Finance and Administration,
Principal Financial Officer
