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PROSPECTUS
Rule 424(b)(3)
File No. 333-52879
PIXTECH, INC.
3,052,527 SHARES OF COMMON STOCK
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This Prospectus relates to the offer and sale (the "Offering") of 3,052,527
shares (the "Shares") of Common Stock, $.01 par value per share (the "Common
Stock"), of PixTech, Inc. ("PixTech" or the "Company"). The Shares may be
offered by certain stockholders of the Company identified herein and their
pledgees, donees, transferees or other successors in interest (the "Selling
Stockholders") from time to time in transactions on the Nasdaq National
Market, in privately negotiated transactions, or by a combination of such
methods of sale, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Stockholders or the purchasers of the Shares
for whom such broker-dealer may act as agent or to whom they sell as principal
or both (which compensation to a particular broker-dealer might be in excess
of customary commissions). See "Selling Stockholders" and "Plan of
Distribution."
None of the proceeds from the sale of the Shares by the Selling Stockholders
will be received by the Company. The Company will bear certain expenses (other
than fees and expenses of counsel or advisors to the Selling Stockholders) in
connection with the registration and sale of the Shares being offered by the
Selling Stockholders.
The Common Stock is quoted on the Nasdaq National Market under the symbol
"PIXT." On May 12, 1998, the last sale price of the Company's Common Stock was
$6.5625 per share.
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THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS
IS NOT AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, BY ANY PERSON
IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
The date of this Prospectus is May 15, 1998.
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PAGE
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<S> <C>
Available Information...................................................... 3
Incorporation of Certain Information by Reference.......................... 3
The Company................................................................ 5
Risk Factors............................................................... 5
Selling Stockholders....................................................... 11
Plan of Distribution....................................................... 12
Legality of Common Stock................................................... 12
Experts.................................................................... 12
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement under the Securities Act of 1933, as
amended, with respect to the shares of Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in such
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Common Stock offered hereby,
reference is made to such Registration Statement and the exhibits and
schedules thereto. Statements made in this Prospectus as to the contents of
any contract, agreement or other document filed as an exhibit to the
Registration Statement are not necessarily complete, and in each such instance
reference is made to such document filed as an exhibit to the Registration
Statement, each such statement being deemed qualified in its entirety by such
reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Commission. A copy of the Registration Statement of which this Prospectus is a
part and reports, proxy statements and other information filed by the Company
may be inspected and copied at the public reference facilities of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following regional offices of the Commission: Suite 1300, 7 World Trade
Center, New York, New York 10007 and Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661. Copies may be obtained at prescribed rates from the
Commission's Public Reference Section at 450 Fifth Street, N.W., Washington,
D.C. 20549. In addition, certain material filed by the Company should also be
available for inspection at the offices of the NASD Reports' Section, 1735 K
Street, N.W., Washington, D.C. 20006. Such information can also be reviewed
through the Commission's Electronic Data Gathering Analysis and Retrieval
System which is publicly available through the Commission's Web site
(http://www.sec.gov).
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission under the Exchange Act are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 0-26380) filed with the Commission on February
18, 1998.
(b) The Company's Current Report on Form 8-K, dated February 21, 1997,
filed with the Commission on February 21, 1997.
(c) All other reports of the Company 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 quarter covered by the quarterly report
referred to in (e) above.
(d) The description of the Company's Common Stock contained in
Registration Statement on Form 8-A (File No. 0-26380) filed with the
Commission 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
Company pursuant to Section 13(a), 13(c), 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. Any statement contained in any document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded, for purposes of this Prospectus, to the extent
that a statement contained herein (or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
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The Company will furnish without charge to each person, including beneficial
owners, to whom this Prospectus is delivered, on written or oral request,
copies of the documents incorporated in this Prospectus by reference, other
than exhibits to such documents. Requests should be directed to Yves Morel,
Chief Financial Officer, PixTech, Inc., Avenue Olivier Perroy, 13790 Rousset,
France. Telephone: 011 33 4-42-29-1000.
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THE COMPANY
PixTech, Inc. was incorporated in Delaware in November 1993 as the parent
company of PixTech S.A., a French corporation formed in June 1992. The
Company's principal executive offices are located at Avenue Olivier Perroy,
13790, Rousset, France. The Company's main telephone numbers are 011-33-
(0)442-29-10-00 and (408) 986-8868.
RISK FACTORS
An investment in the shares of Common Stock offered hereby involves a high
degree of risk. The following factors, in addition to the other information in
this Prospectus, should be carefully considered in evaluating the Company and
its business before purchasing the shares of Common Stock offered hereby.
DEVELOPMENT STAGE OF THE COMPANY; HISTORY OF OPERATING LOSSES. The Company
is a development stage company and has been engaged principally in research
and development activities since its incorporation in 1992. The Company has
incurred operating losses in every quarter since inception. The Company does
not anticipate receiving any significant revenues from the sale of its
products or from license royalties until the commencement of volume production
by the Company or one or more of the Company's licensees. The development and
commercialization of its products will require substantial expenditures by the
Company for the foreseeable future. The Company expects to continue to incur
operating losses, and there can be no assurance that the Company will be
profitable in the future. The magnitude and duration of the Company's losses
will depend on a number of factors within and outside of the Company's
control, including the Company's ability to expand an alliance it has formed
with leading companies that have proprietary display related technology (the
"FED Alliance") and the rate at which it can successfully manufacture and
commercialize its FEDs, if at all, and the related costs of such efforts.
Successful commercialization of such displays will in turn depend on a number
of factors.
DEPENDENCE ON PRODUCTS AND MANUFACTURING PROCESSES UNDER DEVELOPMENT. The
Company's future success depends on the successful development and production
of Field Emission Display ("FED") products by the Company and its licensees.
The Company's products and its manufacturing processes are in the early stages
of development and testing, and the Company has only limited quantities of
products, manufactured at its pilot manufacturing facility, that are available
for sale incorporating the Company's technology. The Company's products and
manufacturing processes will require significant additional development prior
to volume product commercialization, and no assurance can be given that the
results of such development efforts will be successful. Even if the Company is
successful in completing the development of its products and manufacturing
processes, no assurance can be given that the favorable characteristics
demonstrated by its current prototypes will be reproduced on a cost-effective
basis in commercial production. The Company has to date encountered a number
of delays in the development of its products and processes. No assurance can
be given that further delays will not occur. Any significant delays could
prevent the Company from capitalizing on market opportunities, and could have
a material adverse effect on the Company.
RISKS ASSOCIATED WITH CONTRACT MANUFACTURING OF FEDS. The Company believes
that its ability to commercialize medium to large volumes of FEDs is highly
dependent on its ability to have FEDs manufactured by a major manufacturer in
the Active Matrix Liquid Crystal Display ("AMLCD") industry. On May 22, 1997,
the Company signed a display foundry agreement (the"Foundry Agreement") with
Unipac Optoelectronics Corp., an AMLCD manufacturer based in Taiwan. Under the
agreement, Unipac will install volume production equipment to produce FEDs at
its manufacturing line, and will begin production for exclusive delivery of
FED displays to PixTech. Expectations about the timing of this manufacturing
plan with Unipac are forward-looking statements that involve risks and
uncertainties, including the ease or difficulty of the transfer of the FED
technology to Unipac. If such contract manufacturing agreement is not
implemented on a timely basis, the Company will not be able to ship medium to
large volumes of FED products, or to obtain a commercially acceptable cost for
its FED displays. Significant capital expenditure will be required in order to
install, at the
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contract manufacturers' facility, equipment that is not common to the AMLCD
manufacturing process. A minimum of $15 million of capital expenditures will
be required. Pursuant to the Foundry Agreement, Unipac will purchase and fund
equipment within a $15 million limit, with PixTech providing a bank guaranty
in favor of Unipac on the value of a majority of the required equipment. The
equipment value covered by such bank guaranty will decrease over time. To
date, there can be no assurance that the Company will be able to provide such
a guaranty. Should the Company fail in obtaining this bank guaranty, the
entire implementation of the contract manufacturing could be threatened,
unless the Company is successful in providing alternative financings to fund
the capital expenditures required. In addition, the amount actually expended
on capital expenditures could vary significantly depending upon numerous
factors, including the inherent unpredictability of the total amount of a
large scale capital expenditure program. Should the Company be successful in
implementing this contract manufacturing relationship, the Company's reliance
on a single contract manufacturer will involve several risks, including a
potential inability to obtain an adequate supply of required products, and
reduced control over the price, timeliness of delivery, reliability and
quality of finished products. Any inability to manage this contract
manufacturing relationship or any circumstance that would cause the Company to
delay the shipment of its products would have an adverse effect on the
Company.
LIMITED MANUFACTURING EXPERIENCE AND CAPABILITY. The Company's future
operating results are highly dependent on its ability to manufacture, or to
contract with a third party to manufacture, medium volumes of displays at
commercially viable yields. The Company's manufacturing processes are in the
early stages of development and testing by the Company. There can be no
assurance that the Company will be able to successfully complete the
development of such processes.
Moving from pilot production to medium volume production involves a number
of steps and challenges. The Company has contracted with a third party for the
manufacture of its displays. Increasing production beyond medium volume levels
will involve substantial investment and time for the design and acquisition of
new facilities and custom equipment by the Company or its contract
manufacturer. Should the Company or its contract manufacturer experience
delays or difficulties in establishing or operating its manufacturing
facilities for the manufacture of its displays, the Company would be
materially adversely affected.
The Company's manufacturing process involves many complex steps, each of
which is essential to the production of commercial volumes of the Company's
products at commercially viable yields. The Company's technology requires
manufacturing to extremely fine tolerances and maintenance of an extremely
clean environment during most steps of the manufacturing process. Minute
impurities or defects in materials used as well as other production problems
can significantly reduce production yield. If the Company is unable to
successfully implement and manage these complex manufacturing processes, the
Company would be adversely affected.
SUBSTANTIAL FUTURE CAPITAL NEEDS; AVAILABILITY OF CAPITAL. The Company will
require substantial funds to conduct research, development and testing, to
develop and expand commercial scale manufacturing systems and to market any
resulting products. Changes in technology or a growth of sales beyond
currently anticipated levels will also require further investment. The
Company's capital requirements will depend on many factors, including the rate
at which the Company can develop its products, the market acceptance of such
products, the levels of promotion and advertising required to launch such
products and attain a competitive position in the marketplace, and the
response of competitors to the Company's products. To the extent that the
Company's existing available funds and internally generated funds are
insufficient to fund the Company's operating requirements, it may be necessary
for the Company to seek additional funding either through licensing
agreements, collaborative arrangements or through public or private financing.
There can be no assurance that additional financing will be available on
acceptable terms or at all. If additional funds are raised by issuing equity
securities, dilution to the existing stockholders may result. If adequate
funds are not available, the Company would be materially adversely affected,
and, as a result, the Company may be required to curtail its operations.
DEPENDENCE ON FED ALLIANCE. A fundamental element of the Company's business
strategy has been the formation of the FED Alliance with leading companies
that have proprietary display related technology, as
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discussed elsewhere in the Company's reports under the Securities Exchange Act
of 1934, as amended. Future technology transfer payments to the Company under
the FED Alliance agreements are based on the achievement by specified dates of
certain technical, manufacturing and marketing milestones. There can be no
assurance as to whether or when such milestones will be attained.
The Company will be entitled to royalty revenue under the FED Alliance
agreements only to the extent the members of the FED Alliance successfully
incorporate the cross-licensed technology into products, succeed in
manufacturing products in volume, and successfully commercialize such
products. The Company's future success is substantially dependent on such
revenues and on the technological and marketing benefits the FED Alliance is
intended to provide.
The success of the FED Alliance is dependent upon the general business
condition of each of the members, each member's commitment to the
relationship, and the skills and experience of such member's employees who are
responsible for the relationship. A decision by any member of the FED Alliance
to limit or terminate its development efforts in the area of FEDs could have a
material adverse effect on the Company, and the Company could lose a material
portion of its revenue base while still bearing significant fixed costs. The
withdrawal of a member of the FED Alliance would also result in the Company's
inability to obtain access to any further improvements in FED technology
developed by the withdrawing member after such withdrawal.
COMPETITION AND COMPETING TECHNOLOGIES. The market for Flat Panel Displays
("FPD") products is intensely competitive and is expected to remain intensely
competitive. The market is currently dominated by products utilizing liquid
crystal display ("LCD") technology. LCD technology has continued to improve,
and there can be no assurance that advances in LCD technology will not
overcome its current limitations. Certain LCD manufacturers, such as Sharp,
NEC and Hitachi, have substantially greater name recognition and financial,
technological, marketing and other resources than the Company, and LCD
manufacturers have made and continue to make substantial investments in
improving LCD technology and manufacturing processes and in the construction
of manufacturing facilities for displays. The Company believes that over time
this will have the effect of reducing average selling prices of FPDs. In
addition, the recent substantial increases in world-wide manufacturing
capacity of FPDs and the entrance of new competitors in the FPD market may
cause over-supply conditions leading to dramatic reductions in the price of
FPDs. In order to effectively compete, the Company could be required to
increase the performance of its products or to reduce prices. In the event of
price reductions, the Company's ability to maintain gross margins would depend
on its ability to reduce its cost of sales.
There are a number of domestic and international companies developing and
marketing display devices using alternative technologies, such as vacuum
fluorescent displays, electroluminescent panels and plasma panels. In
addition, some of the basic FED technology is in the public domain and, as a
result, the Company has a number of potential direct competitors developing
FED displays. Although the Company has proprietary rights to significant
technological advances in FED technology, there can be no assurance that such
potential competitors have not developed or will not develop comparable or
superior FED technology. Many of these developers of alternative FPD and
competing FED technologies have substantially greater name recognition and
financial, research and development, manufacturing and marketing resources
than the Company, and have made and continue to make substantial investments
in improving their technologies and manufacturing processes. The members of
the FED Alliance may also sell FED products based on the cross-licensed
technology of the FED Alliance in markets that the Company has targeted or
will target for sales of its own FED products.
The Company's technology and products are still in the development stage,
and there can be no assurance that the Company's competitors will not succeed
in developing products that outperform the Company's displays or that are more
cost effective. In the event that efforts by the Company's competitors result
in the development of products that offer significant advantages over the
Company's products, and the Company is unable to improve its technology or
develop or acquire alternative technology that is more competitive, the
Company would be adversely affected.
NO ASSURANCE OF MARKET ACCEPTANCE. The potential size and timing of market
opportunities targeted by PixTech and the members of the FED Alliance are
uncertain. The Company anticipates marketing its displays to
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OEMs, and its success will depend on whether OEMs select the Company's
products for incorporation into their products and upon their successful
introduction of such products, as well as the successful commercialization of
products developed by members of the FED Alliance. There can be no assurance
that demand for any particular product will be sustained or that new markets
will develop as expected by the Company, or at all. The failure of existing
and new markets to develop as expected by the Company or to be receptive to
PixTech's products would have a material adverse effect on the Company.
The time frame necessary to achieve market success for any individual
product is long and uncertain. The introduction of new products is subject to
the inherent delays caused by the need to have such products selected by an
OEM and designed into the OEM's products. Factors affecting the length of this
delay include the size of the manufacturer, the type of application, and
whether the displays are being designed into new products or fitted into
existing applications. For certain products, this delay attributable to a
manufacturer's design cycle may be a year or longer. If volume production of
such products is delayed for any reason, the Company's competitors may
introduce new technologies or refine existing technologies which could
materially adversely affect the market acceptance of the Company's products.
Although the Company has made efforts to design its products to be compatible
with the electronic products with which they will be used and has targeted
smaller markets where the design cycle may be shorter, unforeseen difficulty
in incorporating the Company's products and technology would adversely impact
market acceptance of the Company's products. The Company also expects that the
OEMs to which it will market its products will require manufacturing quality
assurance and controls and evidence of the Company's ability to manufacture
adequate quantities of displays on a timely and reliable basis.
PATENTS AND PROTECTION OF PROPRIETARY TECHNOLOGY. The Company's ability to
compete effectively with other companies will depend, in part, on the ability
of the Company to maintain the proprietary nature of its technology. Although
the Company has been granted, has filed applications for and has been licensed
under a number of patents in the United States and foreign countries, there
can be no assurance as to the degree of protection offered by these patents,
as to the likelihood that pending patents will be issued or as to the validity
or enforceability of any issued patents. Patent applications in the United
States are maintained in secrecy until patents issue, and since publication of
discoveries in the scientific or patent literature tends to lag behind actual
discoveries by several months, the Company cannot be certain that it was the
first creator of inventions covered by pending patent applications or the
first to file patent applications on such inventions.
Competitors in both the United States and foreign countries, many of which
have substantially greater resources and have made substantial investments in
competing technologies, may have applied for or obtained, or may in the future
apply for and obtain, patents that will prevent, limit or interfere with the
Company's ability to make and sell its products. The Company has not conducted
an independent review of patents issued to third parties. In addition, because
of the developmental stage of the Company, claims that the Company's products
infringe on the proprietary rights of others are more likely to be asserted
after commencement of commercial sales incorporating the Company's technology.
Although the Company believes that its products do not infringe the patents or
other proprietary rights of third parties, there can be no assurance that
other third parties will not assert infringement claims against the Company or
that such claims will not be successful. There can also be no assurance that
competitors will not infringe the Company's patents. Even successful defense
and prosecution of patent suits are both costly and time consuming. An adverse
outcome in the defense of a patent suit could subject the Company to
significant liabilities to third parties, require disputed rights to be
licensed from third parties or require the Company to cease selling its
products. Further, with respect to licensed patents, which, in the case of the
Company, represent a significant portion of the Company's proprietary
technology, the defense and prosecution of patent suits may not be in the
Company's control. An adverse outcome in a suit in which the Company asserts
its patent rights could result in the loss of such rights, and could subject
the Company to substantial costs and diversion of Company resources.
The Company also relies on unpatented proprietary technology which is
significant to the development and manufacture of the Company's displays, and
there can be no assurance that others may not independently develop the same
or similar technology or otherwise obtain access to the Company's unpatented
technology. To protect its trade secrets and other proprietary information,
the Company requires employees, consultants, advisors
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and collaborators to enter into confidentiality agreements. There can be no
assurance that these agreements will provide meaningful protection for the
Company's trade secrets, know-how or other proprietary information in the
event of any unauthorized use, misappropriation or disclosure of such trade
secrets, know-how or other proprietary information. If the Company is unable
to maintain the proprietary nature of its technologies, the Company could be
adversely affected.
While there is currently no pending intellectual property litigation against
the Company, the Company receives from time to time notices of potential
infringement of third party rights and there can be no assurance that third
parties will not assert claims against the Company with respect to existing or
future products or that licenses will be available on reasonable terms, or at
all, with respect to any third-party technology including third-party
technology. In the event of litigation to determine the validity of any third-
party claims, such litigation could result in significant expense to the
Company and divert the efforts of the Company's technical and management
personnel, whether or not such litigation is determined in favor of the
Company. In the event of an adverse result in any such litigation, the Company
could be required to pay substantial amounts in damages and to cease selling
the infringing product unless and until the Company is able to develop non-
infringing technology or to obtain licenses to the technology which was the
subject of the litigation.
DEPENDENCE ON SUPPLIERS. The Company has and will continue to rely on
outside vendors to manufacture (i) certain electronic components and
subassemblies used in the production of the Company's products, (ii) certain
specialized materials, including phosphors and (iii) key pieces of
manufacturing equipment. Certain components, subassemblies, services,
materials and equipment necessary for the manufacture of the Company's
products are obtained from a limited group of suppliers. The Company's
reliance on a limited group of suppliers involves several risks, including a
potential inability to obtain an adequate supply of required products and
services, and reduced control over the price, timeliness of delivery,
reliability and quality of finished products. The Company generally does not
have any long-term supply agreements with electronics suppliers. Certain of
the Company's suppliers have relatively limited financial and other resources.
Any inability to obtain timely deliveries of products and services having
acceptable qualities or any other circumstance that would require the Company
to seek alternative sources of supply or to manufacture its own electronic
components, subassemblies and manufacturing equipment internally, could delay
the Company's ability to ship its products. Any such delay could damage
relationships with customers and such delay could have a material adverse
effect on the Company.
DEPENDENCE ON KEY PERSONNEL; HIRING SKILLED PERSONNEL. The Company is
dependent on certain members of its management and engineering staff. No
employee, including key scientific and management personnel, is bound to any
specific term of employment. Although the Company currently maintains a key
man life insurance policy on the life of Jean-Luc Grand-Clement, the loss of
the services of one or more key individuals, including Mr. Grand-Clement,
could have a material adverse effect on the Company. The Company's success
will also depend on its ability to attract and retain other highly qualified
scientific, marketing, manufacturing and other key management personnel. The
Company faces competition for such personnel, and there can be no assurance
that the Company will be able to attract or retain such personnel.
In addition, the production of FEDs will require employees skilled in highly
technical and precise production processes with expertise specific to the
processes involved in FED production. There can be no assurance that the
Company will be able to adequately staff the Montpellier facility with
qualified personnel to support volume manufacturing. If the Company is unable
to hire and train adequate numbers of skilled employees, the Company would be
adversely impacted.
MANAGEMENT OF GROWTH. In order to achieve its objectives, the Company will
need to expand its business rapidly and add sales, marketing, manufacturing,
administrative and management personnel, as well as establish and manage its
international operations. The Company has had little or no experience with the
manufacturing, sales or marketing of its products. These demands are expected
to require the addition of new management and the development of additional
expertise by existing management. The Company's ability to manage growth
effectively will also require it to continue to implement and improve its
operational and financial systems and to
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hire and train new employees. The failure to manage growth effectively could
have a material adverse effect on the Company. In addition, the Company may
consider acquisitions of complementary businesses, and the Company's results
of operations could be adversely affected if the Company were to encounter
difficulties or unexpected costs in integrating the operations of any such
acquired businesses.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS. The Company's facilities are
currently located in France. In addition, currently one of the members of the
FED Alliance is located in Japan, and the Company anticipates that the two
future members of the FED Alliance will be located outside of the United
States. The Company's international operations are therefore subject to
inherent risks, including unexpected changes in regulatory requirements and
tariffs and difficulties in staffing and managing foreign operations. Although
a significant portion of the Company's revenues are expected to be denominated
in U.S. dollars, a substantial portion of the Company's operating expenses
will be denominated in French francs. Gains and losses on the conversion to
U.S. dollars of assets and liabilities denominated in French francs may
contribute to fluctuations in the Company's results of operations, which are
reported in U.S. dollars. Finally, the laws of certain countries do not
protect the Company's products and intellectual property rights to the same
extent as do the laws of the United States. There can be no assurance that
these factors will not have a material adverse effect on the Company.
ABSENCE OF DIVIDENDS. The Company has never declared or paid cash dividends
on its capital stock and does not intend to pay any cash dividends in the
foreseeable future.
VOLATILITY OF SHARE PRICE. The market price of the Common Stock has been
highly volatile. Publicity regarding actual or potential results relating to
products under development by the Company and market conditions for emerging
growth companies have had and may continue to have a significant impact on the
price of the Common Stock. Announcements of technological innovations or new
commercial products by the Company or its competitors, developments or
disputes concerning patent or proprietary rights, general regulatory
developments affecting the Company's products, period-to-period fluctuations
in financial results, and economic and other internal and external factors may
also have a significant impact on the price of the Common Stock. The Company
has never declared or paid any cash dividends on its Common Stock and does not
intend to do so for the foreseeable future.
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SELLING STOCKHOLDERS
The Shares being offered hereby were or will be acquired by the persons
listed in the table below (the "Selling Stockholders") in private placements
of the Company's Common Stock. 1,574,819 Shares were acquired on February 14,
1997, and 463,708 shares are issuable by the Company upon the exercise of an
outstanding warrant. All of the Shares are being registered for resale
pursuant to a Registration Statement on Form S-3, of which this Prospectus is
a part. Selling Stockholders may offer the Shares for resale from time to time
after the date hereof. See "Plan of Distribution."
The following table sets forth the name of each Selling Stockholder and the
number of Shares beneficially owned by each such holder as of April 14, 1998.
All of such Shares may be offered and sold by the Selling Stockholders in this
offering.
<TABLE>
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SHARES OWNED PRIOR SHARES OWNED AFTER
TO OFFERING (1) OFFERING (2)
------------------------NUMBER OF SHARES ---------------------
SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT
------------------- ----------- ------------------------- ----------- ---------
<S> <C> <C> <C> <C> <C>
United Microelectronics
Corp.................. 1,111,111 7.52 1,111,111 0 --
2F, NO. 76 SEC 2,
Tunhwa S. RD.,
Taipei, Taiwan, R.O.C.
Motorola, Inc.......... 927,416(3) 6.09 927,416(3) 0 --
1303 E. Algonquin Road
Schaumburg, Illinois
60196
The Kaufmann Fund,
Inc................... 1,678,169 11.36 1,000,000 678,169 4.6
140 East 45th Street
43rd Floor
New York, New York
10017
Standard Energy Compa-
ny.................... 10,500 0.07 10,500 0 --
1105 Schrock Road,
Suite 602
Columbus, OH 43229
SRI International...... 3,500 0.02 3,500 0 --
333 Ravenswood Avenue
Menlo Park, CA 94025
</TABLE>
- --------
(1) Each of the entities named in the table has sole voting and investment
power with respect to the shares beneficially owned by it.
(2) Assumes all Shares offered by each of the Selling Stockholders are sold in
the offering.
(3) Includes 463,708 shares of Common Stock issuable upon exercise of a
warrant held by Motorola, Inc. which warrant was exercisable as of
February 14, 1997.
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<PAGE>
PLAN OF DISTRIBUTION
The Company has filed with the Commission under the Securities Act of 1933,
as amended (the "Securities Act"), a Registration Statement on Form S-3, of
which this Prospectus is a part, with respect to the resale of the Shares from
time to time on the Nasdaq National Market or in privately-negotiated
transactions.
1,574,819 of the Shares were issued to the Selling Stockholders on February
14, 1997, and 463,708 of the Shares are issuable from time to time upon
exercise of an outstanding Warrant issued on February 14, 1997. The Warrant is
immediately exercisable and expires on December 31, 1998. The Warrant contains
a net exercise provision whereby the holder may receive upon exercise, without
any payment, a number of shares having a fair market value equal to the
difference between the fair market value of the Common Stock and the exercise
price of the Warrant. 14,000 of the Shares were issued to the Selling
Stockholders on March 16, 1998. 1,000,000 of the Shares were issued to the
Selling Stockholders on March 30, 1998.
The Company has been advised that the Selling Stockholders may sell the
Shares from time to time in transactions on the Nasdaq National Market, in
privately negotiated transactions, or by a combination of such methods of
sale, at fixed prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholders may effect such transactions by
selling the Shares to or through broker-dealers and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders or the purchasers of the Shares for whom such broker-
dealer may act as agent or to whom they sell as principal or both (which
compensation to a particular broker-dealer might be in excess of customary
commissions).
In the event of an underwritten public offering for the account of the
Company, certain of the Selling Stockholders may, upon the written request of
the managing underwriter of such offering, be prohibited from selling any of
the shares offered hereby for a period beginning 10 days prior to the
effective date of the registration statement relating to such public offering
and ending 180 days after such effective date.
The Selling Stockholders and any broker-dealer who acts in connection with
the sale of Shares hereunder may be deemed to be "underwriters" as that term
is defined in the Securities Act, and any commissions received by them and
profit on any resale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
The Selling Stockholders may also sell Shares from time to time in
accordance with Rule 144 under the Securities Act.
The Company has agreed to indemnify the Selling Stockholders against certain
liabilities, including certain liabilities under the Securities Act.
LEGALITY OF COMMON STOCK
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Palmer & Dodge LLP, Boston, Massachusetts. Michael
Lytton, the Secretary of the Company and Lynnette Fallon, an Assistant
Secretary of the Company, are partners of Palmer & Dodge LLP.
EXPERTS
The consolidated financial statements of PixTech, Inc. appearing in
PixTech's Annual Report (Form 10-K) for the year ended December 31, 1997, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
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