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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 COMMISSION FILE NUMBER: 0-26380
PIXTECH, INC.
(exact name of registrant as specified in its charter)
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Delaware 04-3214691
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Avenue Olivier Perroy, 13790 Rousset, France
(Address of principal executive offices including zip code)
Registrant's telephone number, including area code:
011-33-(o)4-42-29-10-00
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
The aggregate market value of voting stock held by non-affiliates of the
registrant as of February 9, 1998 was: $26,161,279
There were 13,762,732 shares of the registrant's Common Stock outstanding as of
February 9, 1998.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement of the Registrant for the
Registrant's 1998 Annual Meeting of Shareholders to be held on March 25, 1998
which definitive proxy statement will be filed with the Securities and Exchange
Commission not later than 120 days after the registrant's fiscal year of
December 31, 1997, are incorporated by reference into Part III of this
Form 10-K.
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This Form 10-K/A is being filed solely for the purpose of amending Exhibit
23.1, Consent of Ernst & Young, to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997, which was filed on February 18, 1998,
and to correct a typographical error in the paragraph under the heading
"Documents Incorporated by Reference" on the Form 10-K cover page.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
(A) 1. FINANCIAL STATEMENTS
The financial statements are listed under Item 8 of this report.
2. FINANCIAL STATEMENT SCHEDULES
The financial statement schedules are listed under Item 8 of this
report.
(B) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth quarter of 1997.
(C) EXHIBITS
Number Footnote Description
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3.1 1 Restated Certificate of Incorporation of Registrant
3.2 2 Restated By-Laws of Registrant.
4.1 3 Specimen certificate for shares of Common Stock of the
Registrant.
4.2 3 Warrant to purchase 62,500 shares of Common Stock of the
Registrant issued to Comdisco, Inc.
4.3 6 Warrant to purchase 150,000 shares of Common Stock of the
Registrant issued to PanoCorp Display Systems, Inc.
4.4 8 Warrant to purchase 463,708 shares of Common Stock of the
Registrant issued to Motorola, Inc.
4.5 10 Convertible Note issued by Pixtech, Inc. to Sumitomo
Corporation dated October 27, 1997
10.1 3,4,5 License Agreement in the Field of Flat Microtip Screens
dated as of September 17, 1992 between the Registrant and
the Commissariat a l'Energie Atomique (the "CEA"), as
amended.
10.2 3,4,5 Research and Development Agreement in the Field of Flat
Microtip Screens dated September 17, 1992 between the
Registrant and the CEA.
10.3 3,5 Cooperation and License Agreement dated June 29, 1993
between the Registrant and Texas Instruments Incorporated.
10.4 3,5 Cooperation and License Agreement dated November 27, 1993
between the Registrant and Futaba Corporation.
10.5 3,5 License Agreement dated November 27, 1993 between the
Registrant and Futaba Corporation.
10.6 3,5 Cooperation and License Agreement dated June 1, 1994
between the Registrant and Raytheon Company.
10.7 3 ESPRIT Project: 8730 Active Interest for Multimedia with
Field Emission Display dated December 1, 1993 among the
Registrant and other project participants.
10.8 3 Master Lease Agreement dated December 12, 1994 between
COMDISCO France S.A. and PixTech France.
10.9 3 Purchase Agreement dated December 23, 1994 between COMDISCO
France S.A. and PixTech France.
10.10 3 Guarantee dated November 29, 1994 between the Registrant
and COMDISCO.
10.11 3 Leaseback Agreement dated April 5, 1995 between COMDISCO
France S.A. and PixTech France.
10.12 3,4 Contract between L'Agence Nationale de Valorisation de la
Recherche and PixTech France dated March 3, 1993.
10.13 3,4 Loan agreement between the Banque Worms and PixTech France
dated December 13, 1994, as amended.
10.14 3 Amended and Restated 1993 Stock Option Plan.
10.15 3 1995 Director Stock Option Plan.
10.16 3 1995 Employee Stock Purchase Plan.
10.17 3 Amended and Restated Investor Rights and Stockholder Voting
Agreement as dated December 24, 1993, as of amended, among
the Registrant and certain of its stockholders.
10.18 3,4 Real Estate Agreement between PixTech France and IBM France
dated February 15, 1994 for space located in Montpellier,
France.
10.19 3,4,5 Agreement of State Support of Technical Development and
Research dated December 30, 1994 between PixTech France and
the Ministry of Industry, Postal Services and
Telecommunications and Foreign Trade.
10.20 3 Form of Indemnification Agreement between the Registrant
and each of its directors.
10.21 3,5 Cooperation and License Agreement dated as of June 12, 1995
between the Registrant and Motorola, Inc.
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10.22 6 Lease dated as of July 31, 1995 between the Registrant, as
Lessee, Pecton Court and Associates as Lessor.
10.23 6 Lease dated as of March 1, 1996, between the Registrant, as
Lessee, and Frank Deverse as Lessor.
10.24 6 Registration Rights Agreement between the Registrant and
Panocorp Display Systems, Inc. dated February 20, 1996.
10.25 5,7 Termination Agreement dated July, 15, 1996 between the
Registrant and Texas Instrument Incorporated.
10.26 5 Amendment No. 1, dated February 6, 1997, to the Cooperation
and Licence Agreement between the Registrant and Motorola.
10.27 8 Stock Purchase Agreement dated February 14, 1997, between
the Registrant and United Microelectronics Corporation
10.28 8 Stock and Warrant Purchase Agreement dated February 6, 1997
between the Registrant and Motorola, Inc.
10.29 9 Foundry Agreement between PixTech, S.A. and Unipac
Optoelectronics Corporation dated May 22, 1997.
10.30 11 Distribution and Financing Agreement between Sumitomo
Corporation, PixTech Inc. and PixTech S.A. dated as of July
21, 1997
10.31 12 Cross-Licensing Period Extension between Raytheon Company
and Pixel International, S.A. (now PixTech S.A.) dated as
of September 4, 1997.
10.32 13 Amendment No 4 to the License Agreement on the Microtips
Display between Pixtech, S.A. and the Commissariat a
l'Energie Atomique (the "CEA")
10.33 14 Credit Agreement between Sumitomo Corporation and PixTech,
Inc. dated 21, 1997 as of July
11.1 3 Statement re: computation of per share earnings--Pro Forma.
12.1 3 Statement re: computation of ratios.
21.1 3 Subsidiaries of the Registrant.
23.1 Consent of Ernst & Young.
27 15 Financial Data Schedule
99.1 15 Important Factors Regarding Forward-Looking Statements.
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(1) Filed as Exhibit 3.2 to the PixTech, Inc. Registration Statement on
Form S-1 (Commission File No. 33-93024) and incorporated herein by
reference.
(2) Filed as Exhibit 3.4 to the PixTech, Inc. Registration Statement on
Form S-1 (Commission File No. 33-93024) and incorporated herein by
reference.
(3) Filed as an exhibit with the same number to the PixTech, Inc.
Registration Statement on Form S-1 (Commission File No. 33-93024) and
incorporated herein by reference.
(4) English translation filed
(5) Certain confidential material contained in the document has been
omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended.
(6) Filed as an exhibit with the same number to the PixTech, Inc.
Form 10-K for the fiscal year ended December 31, 1995 and
incorporated herein by reference.
(7) Filed as Exhibit 10 to the PixTech, Inc. Form 10-Q for the fiscal
quarter ended June 30, 1996 and incorporated herein by reference.
(8) Filed as an Exhibit with the same number to the PixTech, Inc.
Form 10-K for the fiscal year ended December 31, 1996 and
incorporated herein by reference.
(9) Filed as Exhibit 10 to the PixTech, Inc. Form 10-Q for the fiscal
quarter ended June 30, 1997 and incorporated herein by reference.
(10) Filed as Exhibit 9.1 to the PixTech, Inc. Form 10-Q for the fiscal
quarter ended September 30, 1997 and incorporated herein by
reference.
(11) Filed as Exhibit 10.1 to the PixTech, Inc. Form 10-Q for the fiscal
quarter ended September 30, 1997 and incorporated herein by
reference.
(12) Filed as Exhibit 10.3 to the PixTech, Inc. Form 10-Q for the fiscal
quarter ended September 30, 1997 and incorporated herein by
reference.
(13) Filed as Exhibit 10.4 to the PixTech, Inc. Form 10-Q for the fiscal
quarter ended September 30, 1997 and incorporated herein by
reference.
(14) Filed as Exhibit 10.2 to the PixTech, Inc. Form 10-Q for the fiscal
quarter ended September 30, 1997 and incorporated herein by
reference.
(15) Filed as an exhibit with the same number to the PixTech, Inc.
Form 10-K for the year ended December 31, 1997 and incorporated
herein by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this Amendment to be signed on its behalf by the
undersigned.
PIXTECH, INC.
By: /s/ Yves Morel
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Yves Morel
Chief Financial Officer
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Forms S-8 Nos. 333-4502, 33-98384 and 33-98386) pertaining to the 1995 Director
Stock Option Plan, 1993 Stock Option Plan and 1995 Employee Stock Purchase Plan
of PixTech, Inc. of our report dated February 9, 1998, with respect to the
consolidated financial statements of PixTech, Inc. included in the Annual Report
(Form 10-K) for the year ended December 31, 1997.
/s/ Ernst & Young LLP
Ernst & Young LLP
New York, New York
May 14, 1998
