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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
May 19, 1999
PIXTECH, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-26380 04-3214691
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
Avenue Olivier Perroy, 13790 Rousset, France
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
011-33-4-42-29-10-00
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Item 2. Acquisition or Disposition of Assets.
On May 19, 1999, PixTech, Inc. (the "Company") and Micron Technology, Inc.
("Micron") closed the Company's acquisition of certain assets of Micron relating
to field emission displays including certain equipment and other tangible
assets, certain contract rights related to the tangible assets and $4.35 million
of cash for an aggregate of 7,133,562 shares of the Company's Common Stock and a
warrant to purchase 310,000 shares of the Company's Common Stock (the
"Acquisition"). The Company was also granted a ten year, worldwide, royalty
free license to Micron's FED related patents and patent applications and entered
into a three year lease to the building owned by Micron in which the acquired
assets are located. A press release relating to the Acquisition is attached
hereto as an exhibit.
The number of shares of the Company's Common Stock, and the warrant to
purchase shares of the Company's Common Stock, delivered as the consideration
was determined through arms-length negotiation between the parties. There was
no material relationship between Micron or its stockholders and the Company or
any of its affiliates, directors or officers, or any associate of the Company's
director or officer.
The assets acquired in the Acquisition were used by Micron in the business of
developing and producing field emission displays. The Company intends to
utilize the assets obtained in the Acquisition in the same manner as they were
utilized by Micron.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
To be filed by amendment.
(c) Exhibits
2.1 Acquisition Agreement dated as of March 19, 1999 between
Micron Technology, Inc. and PixTech, Inc. relating to the
purchase and sale of Micron's Display Division Business.
Filed as Exhibit 2.1 to the Company's quarterly report on
Form 10-Q for the period ended March 31, 1999.
2.2 Amendment No. 1 to Acquisition Agreement, dated as of April
23, 1999, between Micron Technology, Inc. and PixTech, Inc.
Filed as Exhibit 2.2 to the Company's quarterly report on
Form 10-Q for the period ended March 31, 1999.
2.3 Amendment No. 2 to Acquisition Agreement, dated as of May 17,
1999, between Micron Technology, Inc. and PixTech, Inc.
Filed herewith.
99.1 Press Release issued by the Company on May 19, 1999. Filed
herewith.
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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.
May 26, 1999 PIXTECH, INC.
By: /S/ Yves Morel
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Yves Morel
Chief Financial Officer
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EXHIBIT INDEX
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2.1 Acquisition Agreement dated as of March 19, 1999 between Micron
Technology, Inc. and PixTech, Inc. relating to the purchase and
sale of Micron's Display Division Business. Filed as Exhibit 2.1
to the Company's quarterly report on Form 10-Q for the period
ended March 31, 1999.
2.2 Amendment No. 1 to Acquisition Agreement, dated as of April 23,
1999, between Micron Technology, Inc. and PixTech, Inc. Filed
as Exhibit 2.2 to the Company's quarterly report on Form 10-Q for
the period ended March 31, 1999.
2.3 Amendment No. 2 to Acquisition Agreement, dated as of May 17,
1999, between Micron Technology, Inc. and PixTech, Inc. Filed
herewith.
99.1 Press Release issued by the Company on May 19, 1999. Filed
herewith
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Exhibit 2.3
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Amendment No. 2 to Acquisition Agreement
This Amendment No. 2 to Acquisition Agreement (the "Amendment") is dated as of
May 17, 1999 and amends that certain Acquisition Agreement dated as of March
19, 1999, as amended by an Amendment No. 1 dated as of April 23, 1999 (as
amended, the "Acquisition Agreement"), between Micron Technology, Inc.
("Micron") and PixTech Inc. ("PixTech"). Capitalized terms used but not defined
herein shall have the meaning given them in the Acquisition Agreement.
WHEREAS, Micron and PixTech have entered into the Acquisition Agreement
relating to the acquisition by PixTech of certain assets of Micron's Display
Division.
WHEREAS, Micron and PixTech desire to amend the Acquisition Agreement as set
forth herein.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties hereto agree as follows.
1. Amendment to Acquisition Agreement.
1.1 The second sentence of Section 9.4 of the Acquisition Agreement
shall be amended by adding the following clause in front of the period at the
end thereof:
"(including any requirement that Micron expend any money or incur any
expense or obligation to obtain additional or replacement software
licenses)"
1.2 The last sentence of Section 9.4 of the Acquisition Agreement shall
be amended to read in full as follows:
"If the applicable vendor does not give its consent, or such consent is
subject to any condition other than the payment or a fee, or the giving of
such consent would for any reason require Micron to obtain additional or
replacement software licenses, then such contract shall not be considered
an Assumed Contract."
1.3 The last sentence of Section 9.5(a) to the Acquisition Agreement is
amended to read in full as follows:
"The exercise price of the stock options will be the lesser of (i) $2.25313
or (ii) the closing price for PixTech Common Stock on the Closing Date;
provided that if the exercise price as so calculated is more than $1.825
per share, then PixTech will issue additional stock options to the
Transferred Employees at such exercise price. The number of additional
stock options to be issued will be mutually agreed upon by Micron and
PixTech.
PixTech hereby agrees to indemnify Micron pursuant and subject to Article XII of
the Acquisition Agreement from Damages incurred or suffered by Micron or any of
its Affiliates as a result of the foregoing amendment to Section 9.5(a) to the
Acquisition Agreement.
2. PixTech hereby agrees that it will preserve all books, records,
documents and technological and other information that PixTech acquires from
Micron in connection with the Acquired Assets and Assumed Liabilities for a
minimum period of five years following the Closing Date. Micron and PixTech
acknowledge that all such books, records, documents and technological and other
information will be subject to the confidentiality provisions of the Non-
Disclosure Agreement. Notwithstanding the foregoing, PixTech may dispose of,
transfer, sell, convey, hypothecate, lease or deliver any of the Acquired Assets
as it deems fit during such five year period.
3. Counterparts. This Amendment may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their authorized officers as of the day and year first above
written.
PIXTECH, INC. MICRON TECHNOLOGY, INC.
By: /s/ Dieter Mezger By: /s/ W.G. Stover, Jr.
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Name: Dieter Mezger Name: W.G. Stover, Jr.
Title: President and CEO Title: VP of Finance and CFO
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Exhibit 99.1
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PixTech Completes Acquisition of Display Division
Assets of Micron Technology, Inc.
Micron Technology Now a 32% Shareholder of PixTech
BOISE, Idaho, May 19 /PRNewswire/ -- PixTech, Inc. (Nasdaq: PIXT) today
announced the closing of PixTech's acquisition of substantially all the assets
of Micron's Field Emission Display Division located in Boise, Idaho.
Under the terms of the acquisition agreement, in exchange for the transfer
of certain assets (including manufacturing equipment and $4.35 million in cash)
and liabilities to PixTech, Micron received approximately 7.134 million shares
of PixTech's Common Stock and warrants to purchase an additional 310,000 shares
of PixTech's Common Stock at an exercise price of approximately $2.25. As a
result of this transaction, Micron owns approximately 32% of PixTech's
outstanding shares of Common Stock.
The equipment acquired in the transaction has a net value of $24 million.
As part of the acquisition, PixTech hired 40 Micron employees who will continue
to work in the Boise facility. PixTech has also been granted a ten year,
worldwide royalty-free license to Micron's FED related patents and patent
applications.
"We are pleased to be a shareholder in the new PixTech organization," said
Steve Appleton, Chairman, CEO, and President of Micron Technology, Inc. "The
resources PixTech has gained through this acquisition should give them the
additional scale and talent needed to be successful. We look forward to working
with the PixTech team as they continue advancing FED technology and products in
the former Micron facility in Boise."
"We are extremely excited to move to the next phase with Micron's Display
Division. This acquisition is important to PixTech's future success and is
designed to catapult our progress toward commercializing FED technology. Since
we signed the agreement, we have worked closely to integrate the two teams. We
have almost completed the move of our development team from Santa Clara to
Boise, and the newly formed team is already making an immediate contribution to
our development projects. We expect the new team in Boise to focus on our next
generation color product and the expansion of our large display effort," said
Dieter Mezger, President and CEO of PixTech.
About PixTech, Inc.
PixTech designs, develops and manufactures field emission displays (FEDs),
a new type of flat-panel display. The Company operates a flat-panel display
pilot manufacturing facility in Montpellier, France, and an R&D facility and
sales office in Santa Clara, California. PixTech is currently developing high-
volume manufacturing capabilities for its FEDs in Taiwan under a contract
manufacturing arrangement with Unipac, a Taiwanese AM-LCD manufacturer. PixTech
has also established a marketing partnership with Sumitomo Corporation, its
exclusive distributor in Japan. More information is available from the Company's
web site at www.pixtech.com.
Statements that are not historical facts, including statements about
PixTech's confidence and strategies, the development of new or existing
products, technologies and opportunities, marked demand or acceptance of new or
existing products are forward-looking statements that involve risks and
uncertainties. These uncertainties include but are not limited to, the risk
associated with transitioning to high volume manufacturing of FED displays at
Unipac, product demand and market acceptance risks, commitment of Unipac and/or
of PixTech licensees, ability of the Company to grant other licenses under FED
technology, validity and enforceability of PixTech's patent rights, infringement
by PixTech of other patent rights, impact of competitive product and prices,
product development, commercialization or technological delays or difficulties,
trade, legal, social and economic risks detailed in PixTech's Securities and
Exchange Commission filing including its form 10-K for the year 1998 and any
subsequent filings.
SOURCE PixTech, Inc.
-0- 05/19/99
/CONTACT: Yves Morel, VP, Chief Financial Officer of PixTech, 33-0-4-42-
29-10-00, or [email protected]; or Laurence Kipfer, investor relations, Actus
Finance & Communication, 33-0-1-53-67-36-36, or [email protected]; or Lillian
Armstrong, [email protected], or Kris Otridge, both of Lippert/Heilshorn &
Associates, 415-433-3777/
(PIXT)
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