<PAGE>
As filed with the Securities and Exchange Commission on March 15, 1999
Registration No. 333-70927
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PIXTECH, INC.
(Exact name of Registrant as specified in its charter)
---------------
<TABLE>
<CAPTION>
Delaware 04-3214691
<S> <C>
(State or other jurisdiction of incorporation) (I.R.S.Employer Identification No.)
</TABLE>
Avenue Olivier Perroy, 13790 Rousset, France, 011 33 4-42-29-10-00
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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YVES MOREL, CHIEF FINANCIAL OFFICER
PixTech, Inc.
Avenue Olivier Perroy
13790 Rousset, France
011-33-4-42-29-10-00
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with copies to:
MICHAEL LYTTON, ESQ.
MARC A. RUBENSTEIN, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
Approximate date of commencement of proposed sale to the public: From time
to time after the Registration Statement is declared effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with the dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum
Title of each Class of Amount Proposed Maximum Aggregate
Securities to be to be Offering Price Offering Amount of
Registered Registered(1) Per Share(2) Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value................. 85,288 shares $2.0781 $177,236.99 $49.27
</TABLE>
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(1) The shares being registered pursuant to this Amendment No. 1 to the
Registration Statement are in addition to the 7,717,602 shares originally
registered on January 21, 1999.
(2) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(c) based upon the average of the high and
low sale prices on March 8, 1999 as reported by the Nasdaq National
Market.
---------------
The Registrant hereby amends this Registration Statement on such dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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<PAGE>
SUBJECT TO COMPLETION, DATED MARCH 15, 1999
PixTech, Inc.
Avenue Olivier Perroy
13790 Rousset, France
011-33-4-42-29-10-00
PixTech, Inc.
7,802,890 Shares
Common Stock
PixTech common stock trades on the Nasdaq National Market under the symbol
"PIXT." On March 10, 1999, the last reported per share sale price of PixTech
common stock was $2.0313.
The selling stockholders listed on page nine of this prospectus are offering
the shares of common stock described in this Prospectus and will receive all of
the proceeds from any sales of these shares.
The selling stockholders will pay all brokerage fees and commissions and
similar sale-related expenses. We are paying expenses relating to the
registration of the shares with the Securities and Exchange Commission.
See "Risk Factors" beginning on page 4 of this prospectus for a discussion of
certain factors that should be considered by prospective purchasers of shares
of common stock.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
----------------
The date of this prospectus is , 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PIXTECH, INC............................................................... 3
RISK FACTORS............................................................... 4
SELLING STOCKHOLDERS....................................................... 9
PLAN OF DISTRIBUTION....................................................... 10
LEGAL MATTERS.............................................................. 11
EXPERTS.................................................................... 11
WHERE YOU CAN FIND MORE INFORMATION........................................ 12
</TABLE>
2
<PAGE>
In evaluating your outlook of us, you should consider risks and issues listed
on the following pages. It is especially important to keep these risk factors
in mind when you read forward-looking statements. Forward-looking statements
involve risks and uncertainties, and our actual results could differ materially
from the results discussed in the forward-looking statements. Forward-looking
statements relate to the future and include discussions relating to our:
. market opportunities;
. acquisition opportunities;
. ability to compete; and
. stock price.
Forward-looking statements are current only as of the date of this
Prospectus. We do not have any obligation to inform you if forward-looking
statements, or the circumstances they are based on, change.
PIXTECH, INC.
PixTech, Inc. was incorporated in Delaware in November 1993 as the parent
company of PixTech S.A., a French corporation formed in June 1992. Our
executive offices are located at Avenue Olivier Perroy, 13790 Rousset, France.
Our main telephone numbers are 011-33-4-42-29-10-00 and (408) 986-8868.
We are currently focused on many activities regarding our field emission
display business. Field emission displays are a type of flat panel display that
can be used in many areas, from navigation and video displays to hand-held
personal computers. Flat panel displays are displays that are used in laptop
computers, desktop computers, car navigation systems, hand-held computers and
instrumentation. Currently, the flat panel display market is dominated by
liquid crystal displays which are widely used in watches, calculators and low-
end laptop computers. We expect that field emission displays will provide
higher viewing quality, lower manufacturing costs and more efficient power
consumption than current flat panel display technologies. Our business is
currently focused on the following activities which we believe are necessary to
the success of our business:
. successfully beginning the manufacture of field emission displays by our
Asian contract manufacturer, Unipac Optoelectronics Corporation;
. improving our manufacturing processes and yields, both in our prototype
pilot production plant located in Montpellier, France and at Unipac;
. expanding our customer base; and
. continuing the development of our field emission display technology.
3
<PAGE>
RISK FACTORS
We May Not Have Operating Income Or Net Income In The Future and We May Have
Problems Raising Money We Need In The Future.
In the future, we expect that we will need to obtain money from sources outside
our company, as we have done in the past. We currently expect to run out of
cash sometime after June 30, 1999. If we cannot obtain money when we need it,
we may need to reduce our production of products and development of new
products. There is no guarantee that any of the outside sources will provide us
with money when we need it. In addition, even if we are able to find outside
sources which will provide us with money when we need it, in order to raise
this money we may be required to issue securities with better rights than the
rights of our common stock or we may be required to take other actions which
lessen the value of our current common stock, including borrowing money on
terms that are not favorable to us.
Recently we have had significant operating losses. During the 9 month period
ended September 30, 1998, our net operating loss amounted to $13.6 million.
During the year ended December 31, 1997 we had an operating loss of
approximately $15.8 million.
Because We Use a Single Contract Manufacturer To Manufacture Our Field Emission
Displays We May Be Unable To Obtain An Adequate Supply Of Products And We May
Have Less Control Of Price.
Unipac, a liquid crystal display manufacturer, is our only contract
manufacturer. Currently, the products that are sold to customers that are
manufactured at Unipac represent approximately 2% of our revenue in 1998. If we
are not able to implement our manufacturing plans with Unipac as soon as we
expect, we will not be able to ship medium to large volumes of field emission
display products. Moreover, we will have less control over the price of the
finished products, the timeliness of their delivery and their reliability and
quality. Finally, we will not be able to obtain an acceptable cost for our
field emission displays through high volume manufacturing, as compared to
manufacturing field emission displays at our pilot production facility. This
situation would materially adversely affect our revenues and costs of producing
products.
Expectations about the final timing of this manufacturing plan with Unipac are
forward-looking statements that still involve risks and uncertainties,
including the ease or difficulty of the transfer of the field emission display
technology to Unipac.
Our failure to adequately manage this contract manufacturing relationship or
any delays in the shipment of our products would adversely effect us.
Our Products And Manufacturing Processes Are Still under Development and We
Still Need To Obtain Commercially Acceptable Yields And Acceptable Costs Of
Products Or Our Costs To Produce Our Displays Will Be Too High for Us To Be
Profitable.
In order for us to succeed, we must continue to develop and produce a range of
products incorporating our field emission display technology. At this time, we
have successfully developed only one product that has been incorporated into a
commercial end-user application. We will need to complete the development of
additional field emission display products before they can be sold to the
public, and there is no guaranty that we will succeed in these development
efforts. If we do not develop these new products, we will need to rely on sales
of a single product to be successful.
We have used our manufacturing facility in Montpellier, France to develop
manufacturing processes but it has produced only a limited number of products
suitable for sale. Additionally, to date, we have not completed testing of our
manufacturing processes at Unipac. In order for us to be successful, we must
improve our manufacturing yields in order to demonstrate the low cost potential
of our field emission display technology. Even if we succeed in completing the
development and testing of our manufacturing processes, we can not be sure that
the favorable characteristics demonstrated by our current displays manufactured
at our pilot manufacturing facility will be reproduced on a cost-effective
basis in commercial production.
We have, at this time, encountered a number of delays in the development of our
products and
4
<PAGE>
processes, and it is possible that further delays will occur. Any significant
delays could cause us to miss certain market opportunities and could reduce our
product sales.
We Need to Further Enhance Our Display Performance Or Our Displays May Never Be
Accepted By A Large Number Of Potential Customers.
We may never improve the performance characteristics of our color displays to a
level that is commercially acceptable or fail to do so on a timely basis,
either of which could result in potential customers not buying our products.
Key elements of display performance are brightness, power efficiency and
stability over time (life time and reliability). We are seeking to balance
brightness with power efficiency to produce bright and low power-consumption
displays. Display reliability depends heavily on the manufacturing process used
in assembling the displays as well as the characteristics of the phosphors used
in the display. In order to produce color displays that will provide the
product life and other characteristics necessary for most applications, we need
to make further advances in our manufacturing processes.
We Face Intense Competition And Need To Compete With Current And Future
Competing Technologies That May Outperform Our Displays Thus Making Our Display
Undesirable.
Our competitors may succeed in developing products that outperform our displays
or that are more cost effective. If our competitors develop products that offer
significant advantages over our products and we are unable to improve our
technology, or develop or acquire alternative technology that is more
competitive, we may not be able to sell our displays.
The market for flat panel display products is currently dominated by products
utilizing liquid crystal display technology. Certain liquid crystal display
manufacturers, such as Sharp, NEC and Hitachi, have substantially greater name
recognition and financial, technological, marketing and other resources than
us. Furthermore, liquid crystal display manufacturers have made, and continue
to make, substantial investments in improving liquid crystal display technology
and manufacturing processes and in the construction of manufacturing facilities
for displays. We believe that, over time, this will have the effect of reducing
average selling prices of flat panel displays. In addition, recently there have
been substantial increases in the world-wide manufacturing capacity of flat
panel displays, and new competitors have entered the flat panel display market.
Such changes may cause over-supply conditions leading to dramatic reductions in
the price of flat panel displays. In order to effectively compete, we could be
required to increase the performance of our products or reduce prices. In the
event of price reductions, we will not be able to maintain gross margins unless
we reduce our cost of sales.
There are a number of domestic and international companies developing and
marketing display devices using alternative technologies to liquid crystal
display technology, such as vacuum fluorescent displays, electro-luminescent
panels and plasma panels. Additionally, some of the basic field emission
display technology is in the public domain and, as a result, we have a number
of potential direct competitors developing field emission display displays
including Futaba, Motorola, Sony, Fujitsu, and Samsung as well as smaller
companies, including Candescent, FED Corporation, and Micron Technology.
Although we own the rights to significant technological advances in field
emission display technology, potential competitors may have developed or may
soon develop comparable or superior field emission display technology. Many of
the developers of alternative flat panel display and competing field emission
display technologies have substantially greater name recognition and financial,
research and development, manufacturing and marketing resources than us, and
have made and continue to make substantial investments in improving their
technologies and manufacturing processes.
Because Potential Customers May Not Accept Our Products We May Never Sell The
Number Of Displays Required To Make Our Business Profitable.
We are uncertain about the potential size and timing of our target market
opportunities. We anticipate marketing our displays to original equipment
manufacturer customers, which are customers that will incorporate our product
into their final product.
5
<PAGE>
It is possible that demand for any particular product by these customers will
not last or that new markets will fail to develop as we expect, or at all. Our
ability to have consumer products sold that incorporate our displays will
depend, in part, on the following factors:
. whether original equipment manufacturers select our products for
incorporation into their products;
. the successful introduction of such products by the original equipment
manufacturers; and
. the successful commercialization of products developed by parties
incorporating our products.
It takes a long time for any product to achieve market success, and any success
is never certain. The introduction of new products is often delayed by the need
to have the products selected by an original equipment manufacturer and
designed into the original equipment manufacturer's products. For certain
products, the delay attributable to a manufacturer's design cycle may be a year
or longer. Factors affecting the length of these delays 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.
If volume production of such products is delayed for any reason, our
competitors may introduce new technologies or refine existing technologies
which could diminish the commercial acceptance of our products.
Future Cooperation And License Revenues May Decrease.
We have entered into various license agreements under which we are paid money
for achieving certain milestones. At this time, we have received most of the
expected revenues associated with these milestone payments. If we fail to enter
into new royalty-bearing licenses or cooperation agreements, we could be
adversely affected as we have relied on these revenues in the past and revenues
from product sales may not increase as we expect. For instance, we must execute
further cooperation and/or license agreements with third parties that are not
existing licensees before we will receive any future cooperation or license
revenues. Should we successfully enter such agreements, a portion of the
revenues from these contracts may need to be shared with our existing
licensees. In 1998, cooperation and license revenues accounted for
approximately 34% of our revenues.
In addition, we will only recognize royalty revenues under cooperation and
license agreements with existing or future licenses if any of our licensees
incorporate licensed technology into products that are successfully
commercialized. We can not guarantee that any of our licensees will
successfully develop or commercialize any field emission display products. We
believe that one of our existing licensees, Raytheon Company, may have
suspended its internal program to develop field emission displays.
We May Have Difficulty Protecting Patents And Other Proprietary Rights To Our
Technology And May therefore Be Unable To Prevent Competitors From Using Our
Technology.
We have been granted, have filed applications for, and have been licensed under
a number of patents in the United States and other countries. We rely on these
patents and licenses for an advantage in our industry and any infringement of
these patents and licenses will lessen our advantage. However, rights granted
under patents may not provide us with any competitive advantage over
competitors with similar technology, and any issued patents may not contain
claims sufficiently broad to protect against these competitors.
We have not conducted an independent review of patents issued to other
companies. We cannot be certain that we were the first creator of inventions
covered by pending patent applications or the first to file patent applications
on such inventions because patent applications in the United States are
maintained in secrecy until patents issue and the publication of discoveries in
scientific or patent literature tends to lag behind actual discoveries by
several months. Competitors in both the United States and other countries may
have applied for or obtained, or may in the future apply for and obtain,
patents that will prevent, limit or interfere with our ability to make and sell
our products.
We also rely on unpatented, proprietary technology which is significant to the
development and manufacture of our displays. Others may
6
<PAGE>
independently develop the same or similar technology or obtain access to our
unpatented technology. If we are unable to maintain the proprietary nature of
our technologies, our competitors may develop products using our technology.
Moreover, claims that our products infringe on the proprietary rights of others
are more likely to be asserted after we begin commercial sales of products
using our technology. It is possible that competitors will infringe our
patents. Even the successful defense and prosecution of patent suits is costly
and time consuming. The adverse outcome of a patent suit could subject us to
significant liabilities to other parties, require disputed rights to be
licensed from third parties or require us to stop selling our products.
We have received correspondence from Futaba Corporation and its legal counsel
beginning in February 1998 alleging the following:
. we are infringing one or more patents owned by Futaba relating to the
construction and manufacture of our displays that are not expressly
included under the license agreement between us and Futaba;
. our use of terms such as "alliance" and "partners" in describing the
nature of our contractual relationships with Motorola, Raytheon and
Futaba in reports filed with the SEC is misleading; and
. certain provisions in our agreement with Unipac constitute an
impermissible sublicense of Futaba technology.
We do not believe such claims have any merit and have denied each of the
allegations in correspondences with Futaba and its counsel. Futaba has also
claimed that we improperly supplied certain Futaba proprietary information to
Unipac, and that Unipac has, in turn, disclosed such information to a third
party vendor. If Futaba prevails on any of these claims, we may be required to
modify the construction and manufacture of our displays and may, as a result,
be materially adversely affected.
Because A Large Percentage Of Our Net Assets And Our Costs Is Expressed In
Euros, Currency Fluctuations May Cause Gains Or Losses.
A large percentage of our net assets and of our costs is expressed in Euros,
but our financial statements are stated in U.S. dollars. In 1998, 50% of our
assets and 60% of our costs were expressed in Euros. Fluctuations of the value
of the U.S. dollar versus the Euro may cause significant gains or losses. Most
of our capital lease obligation is expressed in Taiwanese dollars and thus
fluctuations of the value of the Taiwanese dollar versus the Euro may also
cause significant foreign exchange gains or losses.
Year 2000 Errors In Our Computer Systems May Cause Our Operations To Be
Suspended Or May Be Costly to Correct.
We are in the process of conducting a comprehensive review of our computer
systems to identify applications that could be affected by the inability of
certain computer systems to format and manipulate data containing dates
including the year 2000 and subsequent years and are developing an
implementation plan to resolve these issues. Our management does not expect
that costs associated with modifying existing computer systems will have a
significant impact on our financial position or results of operations. However,
it is possible that such modifications will not be successfully implemented or
that the costs will be significant. If this happens, we may be adversely
affected.
Furthermore, we depend on a limited group of suppliers. We have no way of
knowing whether those suppliers will be significantly impacted by the Year 2000
issue. If the suppliers are significantly impacted by the Year 2000 issue, they
may be unable to continue their supply of parts to us without interruption, and
we may be adversely affected.
Certain Anti-Takeover Provisions That We Have Instituted May Limit Our Stock
Price
Certain provisions of our certificate of incorporation and by-laws may
discourage a third party from offering to purchase the company and may also
adversely affect the market price of our common stock. These provisions,
therefore, inhibit actions that would result in a change in control of the
company, including an action that may give the holders of the common stock the
opportunity to realize a premium over the then-prevailing market price of their
stock.
In addition, under our certificate of incorporation we can issue preferred
stock with such designations,
7
<PAGE>
rights and preferences as our board of directors determines from time to time.
This type of preferred stock could be used as a method of discouraging,
delaying or preventing a change in control of the company. In addition, the
series E stock issued by the company in December 1998 and any additional shares
of preferred stock that we may issue in the future may adversely affect the
voting and dividend rights, rights upon liquidation and other rights of the
holders of common stock. We do not currently intend to issue any additional
shares of preferred stock, but we retain the right to do so in the future.
Furthermore, we are subject to Section 203 of the Delaware General Corporation
Law, which may discourage takeover attempts.
Due To the Conversion Of Series E Preferred Stock, Holders of Common Stock May
Face Significant Dilution.
In December 1998, we issued 367,269 shares of series E stock, at a price of
$22.5313 per share, to certain institutional investors. The series E stock is
generally convertible after June 21, 1999 into our common stock at a rate equal
to the lesser of (a) $2.25313, and (b) the average closing price of our common
stock over the ten trading day ending period ending on the day immediately
preceding the day upon conversion. If our common stock price falls below
$2.25313, the conversion of the series E stock may result in the issuance of a
significant number of additional shares of common stock, and may cause
significant dilution to current holders of our common stock. Even before the
shares of series E stock are converted, the holders of the series E stock vote
on the basis of the number of shares of common stock that the series E stock
can be converted into. Therefore, a large drop in our stock price may result in
a large amount of voting control being held by a small number of stockholders.
As of March 1, 1999, the Series E Stock would have been convertible into
3,715,334 shares of our common stock, giving the holders of the series E stock
19.74% of the vote of the common stock.
If, As A Result Of The Issuance Of Our Preferred Stock, We Fail To Continue To
Meet Nasdaq's Listing Maintenance Requirements, Nasdaq May Delist Our Common
Stock
Our common stock is traded on the Nasdaq National Market and we are thus
governed by certain Nasdaq rules. If the price of our common stock were to fall
significantly below its current trading range, Nasdaq may approach us regarding
our continued listing on the Nasdaq National Market. This situation would
result from the rights contained in the series E stock, which is convertible
into common stock at a conversion price based on a future price of our common
stock. If Nasdaq were to begin delisting proceedings against us, it could
reduce the level of liquidity currently available to our stockholders. With
regard to future priced securities such as our series E stock, Nasdaq is
concerned with the following, among other things:
. disproportionate voting rights;
. minimum bid price of a company's common stock; and
. public interest concerns.
The holders of our series E stock may vote their series E stock as if they were
holders of common stock and are entitled to the number of votes equal to the
number of shares of common stock that the series E stock is convertible into at
the time of voting. If our common stock price were to fall significantly, this
right may be deemed to violate a Nasdaq maintenance requirement due to the
disproportionate voting right, when compared to our common stock, that each
share of series E stock would have. Moreover, in order to continue to be listed
on Nasdaq, the minimum bid price of our common stock must stay above $1.00. In
addition to the fluctuations of the market in general and our common stock in
particular, a decrease in our common stock price that causes the number of
shares of common stock issuable upon conversion of the series E stock to
increase may exert downward pressure on the price of our common stock. This may
drive the minimum bid price of our common stock below $1.00, thus violating a
Nasdaq maintenance requirement. On March 8, 1999 the minimum bid price on our
common stock was $2.00. Nasdaq has also stated that in egregious situations,
future priced securities, such as our series E stock, may raise public interest
concerns that may result in the delisting of our common stock, if Nasdaq deems
the delisting necessary to prevent fraudulent and manipulative acts and
practices.
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SELLING STOCKHOLDERS
Some of the selling stockholders are holders of series E preferred stock
while others are currently holders of our common stock. We issued the series E
stock to the selling stockholders in connection with a private placement. The
series E stock is convertible into common stock starting in June 1998 and we
agreed to register the shares of common stock. The following table sets forth
the name of each selling stockholder, the number of shares of common stock
owned by each selling stockholder, or which the selling stockholder has the
right to acquire within 60 days of March 1, 1999 (in the case of selling
stockholders holding series E stock the number of shares of common stock the
preferred stock is convertible into based on the conversion feature of the
series E stock and the market price of common stock as of March 1, 1999), some
of which is being offered by this prospectus, and the percentage of the
outstanding shares of common stock beneficially owned by each selling
stockholder both before and after this offering. The actual number of shares of
common stock which the series E stock is convertible into may be higher or
lower due to the floating rate conversion price at which the preferred stock
converts. As of March 3, 1999, there were approximately 15,150,329 shares of
our common stock outstanding, not including the shares of common stock which
are convertible from the series E stock.
<TABLE>
<CAPTION>
Shares Owned Shares
Prior Owned After
to Offering(1) Number of Offering(2)
-------------------- Shares Being -----------------
Selling Stockholder Number Percent Offered Number Percent
------------------- --------- ------- ------------ --------- -------
<S> <C> <C> <C> <C> <C>
The Kaufman Fund,
Inc. (3).................. 4,372,067 23.2 2,693,898 1,678,169 9.42
140 East 45th Street
43rd Floor
New York, NY 10017
Wingate Capital Ltd. (3)... 314,217(4) 1.67 314,287 0 0
c/o Citadel Investment
Group, L.L.C.
225 West Washington Street
Chicago, Illinois 60606
Fisher Capital Ltd. (3).... 583,679(4) 3.09 583,679 0 0
c/o Citadel Investment
Group, L.L.C.
225 West Washington Street
Chicago, Illinois 60606
The Atherton Co. (3)....... 109,795 * 89,795 20,000 *
415 Walsh Road
Atherton, CA 94027
Banque Generale de
Luxembourg, fonds......... 85,925 * 33,675 52,250 *
Interselex Equity
Easdaq (3)
FIMAGEST--Gestion Actions
23 rue de l'amiral
d'Estaing
F-75209 PARIS CEDEX 16
FRANCE
PICTET & Cie............... 229,222 1.21 222,222 7,000 *
29, Bld Georges Favon
Ch-1204 Geneve, Suisse
Metzler Euro Small Cap..... 150,000 * 150,000 0 0
Postfach 200138
60605 Frankfurt Am Main
</TABLE>
- --------
* Less than 1%.
(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
this offering.
(3) Holder of series E preferred stock.
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<PAGE>
(4) Citadel Limited Partnership is the general manager of NP Partners and the
trading manager of each of Wingate Capital Ltd., Fisher Capital Ltd. and
Olympus Securities, Ltd. and consequently has voting control and investment
discretion over securities held by those entities. The ownership for each
of Wingate Capital Ltd. and Fisher Capital Ltd. does not include the
ownership information for such other entities or Citadel Limited
Partnership. Citadel Limited Partnership, Wingate Capital Ltd. and Fisher
Capital Ltd. and each of such other entities each disclaims beneficial
ownership of the securities held by the other entities. Excludes 117,561
shares of common stock held by NP Partners and 219,141 shares of common
stock held by Olympus Securities, Ltd.
PLAN OF DISTRIBUTION
The selling stockholders may offer the shares of common stock held by them
(in case of selling stockholders holding preferred stock, the shares of common
stock that they receive after converting their preferred stock into shares of
common stock), from time to time in transactions in the over-the-counter
market, on any exchange where the common stock is then listed, with broker-
dealers or third-parties other than in the over-the-counter market or on an
exchange (including in block sales), in connection with short sales, in
connection with writing call options or in other hedging arrangements, or in
transactions involving a combination of such methods.
The selling stockholders may sell their shares at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.
The selling stockholders may use dealers, agents or underwriters to sell
their shares. Underwriters may use dealers to sell such shares. If this
happens, the dealers, agents or underwriters may receive compensation in the
form of discounts or commissions from the selling stockholders, purchasers of
shares or both (which compensation to a particular broker might be in excess of
customary compensation).
The selling stockholder and any dealers, agents or underwriters that
participate with the selling stockholder in the distribution of the shares may
be deemed to be "underwriters" as such term is defined in the Securities Act of
1933. Any commissions paid or any discounts or concessions allowed to any such
persons, and any profits received on the resale of such shares of common stock
offered by this prospectus, may be deemed to be underwriting commissions or
discounts under the Securities Act of 1933.
To the extent required, we will amend or supplement this prospectus to
disclose material arrangements regarding the plan of distribution.
To comply with the securities laws of certain jurisdictions, the shares
offered by this prospectus may need to be offered or sold in such jurisdictions
only through registered or licensed brokers or dealers.
Under applicable rules and regulations under the Securities Exchange Act of
1934, any person engaged in a distribution of the shares of common stock
covered by this prospectus may be limited in its ability to engage in market
activities with respect to such shares. The selling stockholder, for example,
will be subject to applicable provisions of the Securities Exchange Act of 1934
and the rules and regulations under it, which provisions may limit the timing
of purchases and sales of any shares of common stock by the selling
stockholder. The foregoing may affect the marketability of the shares offered
by this prospectus.
We have agreed to pay certain expenses of the offering and issuance of the
shares covered by this prospectus, including the printing, legal and accounting
expenses we incur and the registration and filing fees imposed by the SEC or
the Nasdaq National Market. We will not pay brokerage commissions or taxes
associated with sales by the selling stockholders or any legal, accounting and
other expenses of the selling stockholders.
10
<PAGE>
The series E stock that is convertible into the common stock being offered in
this offering has certain rights, preferences, powers, privileges and
restrictions, qualifications and limitations. Each share of series E stock was
purchased for $22.5313.
The holders of series E stock will receive, if declared, cumulative
compounding dividends at the rate of six percent per year which we may pay with
additional shares of common stock upon conversion of the series E stock. In
addition, we are required to pay an additional dividend equal to the higher of
(a) two percent per year, pro rated on the basis of twelve 30-day months and a
360-day year, for the number of days that our common stock has a closing bid
price that is less than $2.25313 and (b) four percent per year, pro rated on
the basis of twelve 30-day months and a 360-day, year for the number of days
that our common stock has a closing bid price that is less than $1.12657.
Holders of series E stock may convert their shares at any time after June 22,
1999 at a rate equal to the lesser of (a) $2.25313, and (b) the average closing
price of our common stock over the ten trading day period ending on the day
immediately preceding the day upon the conversion (the "Conversion Price"). If,
however, the ten trading day average price is more than $15, the series E stock
will be converted at a rate equal to $2.25313 plus one-half of the difference
between the ten trading day average price and $15. If we issue equity
securities, or other securities convertible into equity securities, at a price
less than $2.25313, (except for stock options granted to our employees with an
exercise price equal to market price at the time of grant), the maximum price
which the series E stock converts, will be the price at which the new
securities are issued unless as described above, the ten trading day average
price of our common stock prior to conversion is more than $15. The series E
stock may not be converted for a period of 120 days from the date of filing of
a registration statement covering the issuance of our securities in an
underwritten public offering. In addition, if we complete an underwritten
public offering resulting in gross proceeds to us of at least $10,000,000, the
series E stock will automatically convert into shares of common stock at the
lesser of $2.25313 and 90% of the purchase price per share of the securities
offered in the offering. No holder of series E stock (except for the Kaufman
Fund, Inc., who has waived applicability of this term) may contest or exercise
any portion of series E stock if such conversion would increase such holder's
beneficial ownership of Pixtech's common stock over 10.0%.
We also have the option to require the series E stock to convert into common
stock at the Conversion Price if the market value of our common stock has been
more than $8.00 for the 30 consecutive trading days prior to the conversion.
Moreover, the series E stock will automatically convert into common stock at
the Conversion Price on December 22, 2003. Whenever we have the option to force
the series E stock to convert into common stock, we can elect to buy the series
E stock back at 100% of the price paid for the preferred stock.
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts, counsel to PixTech, is giving
PixTech an opinion on the validity of the shares covered by this prospectus.
EXPERTS
The consolidated financial statements and schedule of PixTech, Inc.
incorporated by reference 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.
11
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available
on the SEC's Website at http://www.sec.gov.
The SEC allows us to incorporate by reference information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the sale of all the shares covered
by this prospectus:
. Annual Report on Form 10-K for the year ended December 31, 1998;
. Current Report on Form 8-K filed with the SEC on January 7, 1999; and
. The description of the common stock contained in our Registration
Statement on Form 8-A, filed with the SEC on July 6, 1994.
You may request a copy of these filings, at no cost, by writing or
telephoning us using the following contact information:
PixTech, Inc.
Avenue Olivier Perroy
13790 Rousset, France
Attention: Chief Financial Officer
011-33-4-42-29-10-00
You should rely only on the information incorporated by reference or provided
in this prospectus or any supplement. We have not authorized anyone else to
provide you with different information. The selling stockholders will not make
an offer of these shares in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any supplement is
accurate as of any date other than the date on the front of those documents.
12
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses of Issuance and Distribution.
The following expenses incurred in connection with the sale of the securities
being registered will be borne by PixTech (also referred to as the "Company").
Other than the registration fee, the amounts stated below are estimates.
<TABLE>
<S> <C>
Registration Fee................................................. $ 5,196
Legal Fees and Expenses.......................................... 20,000
Other............................................................ 804
-------
TOTAL.......................................................... $26,000
=======
</TABLE>
The selling stockholders will bear the expense of their own legal counsel and
miscellaneous fees and expenses, if any.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits the Company to
indemnify directors, officers, employees and agents of the Company against
actual and reasonable expenses (including attorneys' fees) incurred by them in
connection with any action, suit or proceeding brought against them by reason
of their status or service as a director, officer, employee or agent by or on
behalf of the Company, and against expenses (including attorneys' fees),
judgments, fines and settlements actually and reasonably incurred by him in
connection with any such action, suit or proceeding, if (i) he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company, and (ii) in the case of a criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful. Except as
ordered by a court, no indemnification shall be made in connection with any
proceeding brought by or in the right of the corporation where the person
involved is adjudged to be liable to the Company.
Article FIFTH of the Company's Restated Certificate of Incorporation provides
that the Company shall, to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as amended from time to time,
indemnify each person who was or is a party to any action, suit or proceeding
by reason of the fact that he is or was, or has agreed to become a director or
officer of the Company. The indemnification provided for in Article FIFTH is
expressly not exclusive of any other rights to which those seeking
indemnification may be entitled under any law, agreement or vote of
shareholders or directors or otherwise, and shall inure to the benefit of the
heirs, executors and administrators of such persons. Article FIFTH also permits
the Board of Directors to authorize the grant of indemnification rights to
other employees and agents of the Company and such rights may be equivalent to,
or greater or less than, those set forth in Article FIFTH.
Article V, Section 1 of the Company's Restated by-laws provides that the
Company shall have the power to purchase and maintain insurance on behalf of
its officers, directors, employees and agents, against any liability asserted
against and incurred by such persons in any such capacity.
The Company has entered into indemnification agreements with each of its
directors and has obtained insurance covering the officers and directors of the
Company against certain losses and insuring the Company against certain of its
obligations to indemnify its directors and officers.
Pursuant to the Delaware General Corporation Law, Article FIFTH of the
Company's Certificate of Incorporation eliminates a director's personal
liability for monetary damages to the Company and its shareholders for breach
of fiduciary duty as a director, except in circumstances involving a breach of
the director's duty of loyalty to the Company or shareholders, acts or
omissions not in good faith, intentional misconduct, knowing violations of the
law, self-dealing or the unlawful payment of dividends or repurchase of stock.
13
<PAGE>
The Company believes that courts in Europe and the US may have jurisdiction in
an action against the Company, its directors or officers. Such jurisdiction
will be delivered by the laws of the jurisdiction in effect at that time.
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
4.1 Restated Certificate of Incorporation of the Registrant. Filed as
Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
(File No. 33-93024) and incorporated herein by reference.
4.2 Certificate of Designations of the Registrant. Filed as Exhibit 2.1 to
the Company's Current Report on Form 8-K (File No. 0-16380) filed on
January 7, 1999 and incorporated herein by reference.
4.3 Restated By-laws of the Registrant. Filed as Exhibit 3.4 to the
Registrant's Registration Statement on Form S-1 (File No. 33-93024)
and incorporated herein by reference.
4.4 Specimen Certificate of the Registrant's Common Stock. Filed as
Exhibit 4.1 to the Registrant's Registration Statement on Form S-1
(File No. 33-93024) and incorporated herein by reference.
4.5 Preferred Stock Purchase Agreement dated as of December 22, 1998.
Filed as Exhibit 1.1 to the Company's Current Report on Form 8-K
(File No. 0-16380) filed on January 7, 1999 and incorporated herein
by reference.
5.1* Opinion of Palmer & Dodge LLP as to the legality of the securities
registered hereunder.
23.1 Consent of Ernst & Young LLP, independent auditors. Filed herewith.
23.2* Consent of Palmer & Dodge LLP (contained in Opinion of Palmer & Dodge
LLP, filed as Exhibit 5.1 hereto).
24.1* Power of Attorney.
24.2* Certified resolution of the Board of Directors authorizing Power of
Attorney.
</TABLE>
- --------
* Previously filed.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration Statement.
14
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions referred to in Item 15 hereof, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized on this 11th day of March, 1999.
PIXTECH, INC.
*
By: _________________________________
Dieter Mezger
President and Chief Executive
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
Registration Statement has been signed below by the following persons in the
apacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President and Chief March 11, 1999
____________________________________ Executive Officer
Dieter Mezger (Principal Executive
Officer) and Director
* Chairman of the Board March 11, 1999
____________________________________
Jean-Luc Grand-Clement
/s/ Yves Morel Chief Financial Officer March 11, 1999
____________________________________ (Principal Financial and
Yves Morel Accounting Officer)
* Director March 11, 1999
____________________________________
William C. Schmidt
*By: /s/ Yves Morel
__________________________________
Yves Morel
Attorney-in-Fact
</TABLE>
16
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
4.1 Restated Certificate of Incorporation of the Registrant. Filed as
Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
(File No. 33-93024) and incorporated herein by reference.
4.2 Certificate of Designations of the Registrant. Filed as Exhibit 2.1
to the Company's Current Report on Form 8-K (File No. 0-16380)
filed on January 7, 1999 and incorporated herein by reference.
4.3 Restated By-laws of the Registrant. Filed as Exhibit 3.4 to the
Registrant's Registration Statement on Form S-1 (File No. 33-93024)
and incorporated herein by reference.
4.4 Specimen Certificate of the Registrant's Common Stock. Filed as
Exhibit 4.1 to the Registrant's Registration Statement on Form S-1
(File No. 33- 93024) and incorporated herein by reference.
4.5 Preferred Stock Purchase Agreement dated as of December 22, 1998.
Filed as Exhibit 1.1 to the Company's Current Report on Form 8-K
(File No. 0- 16380) filed on January 7, 1999 and incorporated
herein by reference.
5.1* Opinion of Palmer & Dodge LLP as to the legality of the securities
registered hereunder.
23.1 Consent of Ernst & Young LLP, independent auditors. Filed herewith.
23.2* Consent of Palmer & Dodge LLP (contained in Opinion of Palmer &
Dodge LLP, filed as Exhibit 5.1 hereto).
24.1* Power of Attorney.
24.2* Certified resolution of the Board of Directors authorizing Power of
Attorney.
</TABLE>
- --------
* Previously filed.
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement and related Prospectus of
PixTech, Inc. on Form S-3 for the registration of 7,802,890 shares of its
common stock and to the incorporation by reference therein of our report dated
February 3, 1999, 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, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young Audit
ERNST & YOUNG AUDIT
Represented by: Christine Blanc-
Patin
Marseilles, France
March 9, 1999
