<PAGE>
As filed with the Securities and Exchange Commission on May 14, 1998
REGISTRATION NO. 333-
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
of incorporation Identification No.)
AVENUE OLIVIER PERROY, ZONE INDUSTRIELLE DE ROUSSET,
13790 ROUSSET, FRANCE 011-334-42-29-10-00
(Address and telephone number of registrant's principal executive offices)
1993 AMENDED AND RESTATED STOCK OPTION PLAN
(Full Title of the Plan)
JEAN-LUC GRAND-CLEMENT, PRESIDENT AND CHIEF EXECUTIVE OFFICER
PixTech, Inc.
Avenue Olivier Perroy
Zone Industrielle de Rousset
13790 Rousset, France
011-334-42-29-10-00
(Name, address and telephone number of agent for service)
with copies to:
LYNNETTE C. FALLON, ESQUIRE
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0220
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Title of each class of securities to Amount to Proposed Proposed maximum Amount of
be registered be maximum offering aggregate offering registration fee
registered price per share(1) price(1)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 800,000 $6.50 $5,200,000 $1,534
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(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
sale prices on May 12, 1998 as reported by the Nasdaq National Market
System.
===============================================================================
<PAGE>
STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE
REGISTRATION STATEMENT
Pursuant to Instruction E to Form S-8, the contents of 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"), authorized for issuance under the
Registrant's 1993 Amended and Restated Stock Option Plan (the "Plan") are
incorporated by reference in their entirety in this Registration Statement,
except as to items set forth below. This Registration Statement provides for the
registration of an additional 800,000 shares of the Registrant's Common Stock to
be issued under the Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------------------------------------------------
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (file No. 000-26380) filed with the Commission on February 18,
1998.
(b) All other reports of the registrant filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the annual report referred to in (a)
above.
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A (File No. 0-26380) filed on July 7, 1995,
including any amendment or report filed hereafter for the purpose of updating
such description.
All documents filed after the date of this Registration Statement by the
Registrant pursuant to Section 13(a), 13(d), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment that indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
Item 8. Exhibits.
- -----------------
Exhibit Number Description
- -------------- ----------------------------------------------------------------
4.1 Restated Certificate of Incorporation of the Registrant filed as
Exhibit 3.2 to the Registrant's Form S-1 filed on June 2, 1995,
as amended (Reg. No. 33-93024) and incorporated herein by
reference.
4.2 Restated By-laws of the Registrant. Filed as Exhibit 3.4 to the
Registrant's Form S-1 filed on June 2, 1995, as amended (Reg.
No. 33-93024) and incorporated herein by reference.
4.3 Amended and Restated Investor Rights and Stockholder Voting
Agreement dated as of December 24, 1993, as amended, among the
Registrant and certain of its Stockholders. Filed as Exhibit
10.17 to the Registrant's Form S-1, filed on June 2, 1995, as
amended (Reg. No. 33-93024) and incorporated herein by
reference.
<PAGE>
5.1 Opinion of Palmer & Dodge 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 (contained in Opinion of Palmer &
Dodge, filed as Exhibit 5.1).
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.
<PAGE>
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 Paris, France, on this 14th day of May, 1998.
PIXTECH, INC.
By: /s/ Jean-Luc Grand-Clement
--------------------------
Jean-Luc Grand-Clement
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of PixTech, Inc., hereby
severally constitute and appoint Jean-Luc Grand-Clement, Richard Rodriguez, Yves
Morel, Francis Courreges, Michael Lytton and Lynnette C. Fallon, 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 dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jean-Luc Grand-Clement Chief Executive May 14, 1998
- --------------------------
Jean-Luc Grand-Clement Officer and Chairman
of the Board
(Principal Executive Officer)
/s/ Yves Morel Chief Financial Officer May 14, 1998
- --------------
Yves Morel (Principal Accounting Officer)
/s/ Jean-Pierre Noblanc Director April 28, 1998
- -----------------------
Jean-Pierre Noblanc
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ William C. Schmidt Director May 14, 1997
- ----------------------
William C. Schmidt
/s/ John A. Hawkins Director May 14, 1997
- -------------------
John A. Hawkins
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Number Description
- -------------- ---------------------------------------------------------------
4.1 Restated Certificate of Incorporation of the Registrant filed as
Exhibit 3.2 to the Registrant's Form S-1 filed on June 2, 1995,
as amended (Reg. No. 33-93024) and incorporated herein by
reference.
4.2 Restated By-laws of the Registrant. Filed as Exhibit 3.4 to the
Registrant's Form S-1 filed on June 2, 1995, as amended (Reg.
No. 33-93024) and incorporated herein by reference.
4.3 Amended and Restated Investor Rights and Stockholder Voting
Agreement dated as of December 24, 1993, as amended, among the
Registrant and certain of its Stockholders. Filed as Exhibit
10.17 to the Registrant's Form S-1, filed on June 2, 1995, as
amended (Reg. No. 33-93024) and incorporated herein by
reference.
5.1 Opinion of Palmer & Dodge as to the legality of the securities
registered hereunder.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Palmer & Dodge (contained in Opinion of Palmer &
Dodge, filed as Exhibit 5.1).
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.
<PAGE>
Exhibit 5.1
Palmer & Dodge llp
One Beacon Street, Boston, MA 02108-3190
Telephone: (617) 573-0100
(617) 573-0100 Facsimile: (617) 227-4420
April 28, 1998
PixTech, Inc.
Avenue Olivier Perroy
Zone Industrielle de Rousset
13790 Rousset, France
Dear Sirs:
We are rendering this opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by PixTech, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), on or about the date hereof.
The Registration Statement relates to 800,000 shares (the "Shares") of the
Company's Common Stock, $0.01 par value, offered pursuant to the provisions of
the Company's 1993 Amended and Restated Stock Option Plan (the "Plan").
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
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 when issued in
accordance with the terms of the Plan, the Shares will be duly authorized,
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
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1993 Amended and Restated Stock Option Plan of PixTech,
Inc., 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
May 13, 1998
<PAGE>
Exhibit 24.2
PIXTECH, INC.
Certificate of Secretary
------------------------
I, Michael Lytton, being the duly elected and acting secretary of PixTech,
Inc. (the "Company"), a Delaware corporation, hereby certify that the following
is a true, correct and complete copy of resolutions adopted by the Board of
Directors of this Company dated on April 18, 1997; and that said resolutions
have not been amended or rescinded and are now in full force and effect.
Registration Statement on Form S-8
- ----------------------------------
VOTED: That, upon approval by the stockholders at the Company's 1997 Annual
Meeting of the aforementioned amendment to the [Company's Amended and
Restated Stock Option] Plan [(the "Plan")], the President, any Vice
President and the Treasurer 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") a registration statements on Form S-8
(the "Registration Statement") relating to the registration under the
Securities Act of 1933, as amended (the "Act"), of the additional
800,000 shares (the "Plan Shares") of the Company's Common Stock
reserved for issuance under the Plan, such Registration Statement 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.
VOTED: That Jean-Luc Grand-Clement, Richard Rodriguez, Yves Morel, Francis
Correges, Michael Lytton and Lynnette C. Fallon, and each of them
acting singly, be and hereby are designated as attorneys-in-fact of
any officer executing the Registration Statement or any combination
thereof, on behalf of the Company or otherwise, with full power of
substitution, for each of them in any and all capacities, to execute
and file the Registration Statement or such other documents relating
to the registration under the Act of the Plan Shares and any amendment
thereto, and that any such officer of the Company be and hereby is
authorized to execute and deliver an appropriate power of attorney
reflection such authorization.
WITNESS my signature and the seal of the Company affixed this 2nd day of
December, 1997.
/s/ Michael Lytton
_____________________________
Michael Lytton, Secretary
