PIXTECH INC /DE/
S-3, 1999-01-21
COMPUTER TERMINALS
Previous: ASTEA INTERNATIONAL INC, SC 13D, 1999-01-21
Next: GLOBAL TELESYSTEMS GROUP INC, S-1, 1999-01-21



<PAGE>
 
   As filed with the Securities and Exchange Commission on January 21, 1999
                                                      REGISTRATION NO. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                    FORM S-3

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 PIXTECH, INC.
             (Exact name of Registrant as specified in its charter)

         Delaware                                  04-3214691
(State or other jurisdiction                    (I.R.S.Employer
     of incorporation)                        Identification No.)

       Avenue Olivier Perroy, 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)


                      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. [ ]

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Title of each class                            Proposed maximum     Proposed maximum 
 of securities to          Amount to be         offering price         aggregate              Amount of
 be registered            registered(1)          per share(2)      offering price(1)        registration fee
- ------------------------------------------------------------------------------------------------------------- 
<S>                       <C>                   <C>                <C>                      <C> 
Common Stock, $0.01       7,717,602 shares      $2.422             $18,692,032.04           $5,196.38
par value 
- -------------------------------------------------------------------------------------------------------------
</TABLE>

(1) A portion of the Shares of Common Stock being registered hereby can be
    received by the holders of the Company's Series E Convertible Preferred
    Stock when and if they convert such Series E Convertible Preferred Stock.
    The number of Shares of Common Stock included in the table is estimated
    based on the conversion rate of the Series E Convertible Preferred Stock in
    effect on January 20, 1999.  Pursuant to the requirements of the Preferred
    Stock Purchase Agreement dated as of December 22, 1998, the number of shares
    being registered upon conversion of the Series E Convertible Preferred Stock
    is two times the number of shares into which the Series E Convertible
    Preferred Stock could convert on  January 19, 1999.  The actual number of
    shares of Common Stock issuable upon conversion of the Series E Convertible
    Preferred Stock may vary from this number.

(2) Estimated solely for the purpose of determining the registration fee and
    computed pursuant to Rule 457(h) based upon the average of the high and low
    sale prices on January 14, 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.

<PAGE>
 
                 SUBJECT TO COMPLETION, DATED JANUARY 21, 1999

- ------------------------------------------------------------------------------
                                 PixTech, Inc.
                             Avenue Olivier Perroy
                             13790 Rousset, France
                             011-33-4-42-29-10-00
- ------------------------------------------------------------------------------

                                 PixTech, Inc.

                                7,717,602 Shares

                                  Common Stock

     PixTech common stock trades on the Nasdaq National Market under the symbol
"PIXT."  On January 20, 1999, the last reported per share sale price of PixTech
common stock was $2.53125. 

  Some of the shares of common stock described in this prospectus are issuable
upon conversion of our Series E Convertible Preferred Stock that we sold to
selling stockholders in a private placement.  Some of the shares of common stock
described in this prospectus were sold to selling stockholders in a private
placement.  These shares of common stock, when issued to the selling
stockholders, will be offered by the selling stockholders named in this
prospectus.  The selling stockholders will receive all of the proceeds from any
sales, and we will not receive any of the proceeds from the sale of these
shares.  If all of the shares of the Series E Convertible Preferred Stock were
converted into shares of common stock on January 21, 1999, these shares would
have converted into 3,672,690 shares of our common stock.

  The selling stockholders may sell the shares of common stock at various times
and in various types of transactions, including sales in the open market, sales
in negotiated transactions and sales by a combination of these methods. Shares
may be sold at the market price of the common stock at the time of a sale, at
prices relating to the market price over a period of time, or at prices
negotiated with the buyers of 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

                                                                      Page
                                                                      ----
PIXTECH, INC...........................................................  3
WHERE YOU CAN FIND MORE INFORMATION....................................  3
RISK FACTORS...........................................................  4
SELLING STOCKHOLDERS...................................................  9
PLAN OF DISTRIBUTION................................................... 10
LEGAL MATTERS.......................................................... 11
EXPERTS................................................................ 11

                                       2
<PAGE>
 
                                 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.

                      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, 1997;

     . Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
       June 30, 1998 and September 30, 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.

                                       3
<PAGE>
 
                                  RISK FACTORS
                                  ------------

We are currently focused on the following activities which we believe are
necessary to the success of our business:

    .  successfully implementing the manufacture of FEDs by our Asian contract
       manufacturer, Unipac Optoelectronics Corporation;

    .  improving our manufacturing processes and yields, both in our pilot plant
       and at Unipac;

    .  expanding our customer base, and

    .  continuing the development of our "field emission display" or "FED"
       technology.

In evaluating our outlook, you should consider the following risks and issues,
among others which are common among development stage companies such as ours.
It is especially important to keep these risk factors in mind when you read
"forward-looking statements."  These are statements that relate to future
periods and include discussions relating to our:

    .  market opportunities;

    .  acquisition opportunities;

    .  ability to compete; and

    .  stock price.

Generally, the words "anticipates," "believes," "expects," "intends" and similar
expressions identify such 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 because
of these and other factors.


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.

We May Not Have Operating Income or Net Income in the Future and We May Have
Problems Raising Money We Need in the Future

Recently we have had significant operating losses.  During the 9 month period
ended September 30, 1998, our net operating loss amounted to $13.7 million.
During the year ended December 31, 1997 we had an operating loss of
approximately $15.8 million.

In the future, we expect that we will need to obtain money from sources outside
our company, as we have done in the past. There is no guarantee that any of the
outside sources will provide us with the money when we need it.  In addition,
even if we are able to find outside sources which will provide us with the money
when we need, 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.


There are Risks Associated with Using a Single Contract Manufacturer to
Manufacture our FEDs.

We believe that our ability to commercialize medium to large volumes of FEDs
depends on our ability to have Unipac manufacture FEDs. 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 FED products.  Furthermore, we will
not be able to obtain an acceptable cost for our FED displays through high
volume manufacturing, as compared to manufacturing FEDs at our pilot production
facility.  This situation would materially adversely affect our operations.  In
May 1997, we signed a Foundry Agreement with Unipac, an "Active Matrix LCD," or
"AMLCD," manufacturer based in Taiwan.  Under the agreement, Unipac has
installed volume production equipment to produce FEDs at its manufacturing
plant, and has begun production for exclusive delivery of FED displays to us.
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 FED technology to Unipac.


Additionally, it is extremely costly to install at Unipac's facility equipment
that is not common to its AMLCD manufacturing process.  Under the Foundry
Agreement, we expect Unipac to spend $16.5 million on this equipment, a portion
of which will be leased to us.  Because large scale capital expenditure programs
are inherently unpredictable and for numerous other reasons, the capital
expenditures could vary significantly which would affect the lease payments we
are obligated to make along with possibly requiring us to make additional
capital expenditures.

                                       4
<PAGE>
 
Our reliance on a single contract manufacturer will involve several risks.  For
example, we could be unable to obtain an adequate supply of required products if
Unipac did not supply enough products.  Moreover, we will have less control over
the price of the finished products, the timeliness of their delivery and their
reliability and quality.  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.

In order for us to succeed, we must continue to develop and produce a range of
products incorporating our FED 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 FED
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 not be successful.


We have used our pilot manufacturing facility in Montpellier, France to produce
only a limited number of products suitable for sale.  Additionally, we have not
completed testing of our manufacturing processes at Unipac.  In order for us to
be successful, we must make certain improvements to our manufacturing processes.
In particular, we must improve our manufacturing yields in order to demonstrate
the low cost potential of our FED 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 processes, and it is possible that further delays will occur.  Any
significant delays could cause us to miss certain market opportunities and could
have a material adverse effect on our business.

We Need to Further Enhance our Display Performance.

We may never improve the performance characteristics of our color FEDs to a
level that is commercially acceptable or fail to do so on a timely basis, either
of which could adversely affect our business.  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.

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 would be adversely affected.

The market for "flat panel display," or "FPD", products is currently dominated
by products utilizing "liquid crystal display," or "LCD," technology. Certain
LCD manufacturers, such as Sharp, NEC and Hitachi, have substantially greater
name recognition and financial, technological, marketing and other resources
than us.  Furthermore, 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.  We believe
that, over time, this will have the effect of reducing average selling prices of
FPDs.  In addition, recently there have been substantial increases in the world-
wide manufacturing capacity of FPDs, and new competitors have entered the FPD
market.  Such changes may cause over-supply conditions leading to dramatic
reductions in the price of FPDs.  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 LCD technology, such
as vacuum fluorescent displays, electro-luminescent panels and plasma panels.
Additionally, 

                                       5
<PAGE>
 
some of the basic FED technology is in the public domain and, as a
result, we have a number of potential direct competitors developing FED
displays.  We are aware of several other companies which are developing FED
technologies similar to ours, including Futaba, Motorola, Sony, Fujitsu, and
Samsung as well as smaller companies, including Candescent, FED Corporation, and
Micron Display Technology.  Although we own the rights to significant
technological advances in FED technology, potential competitors may have
developed or may soon develop comparable or superior FED technology.  Many of
the developers of alternative FPD and competing FED 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.


Potential Customers may not Accept our Products.

We are uncertain about the potential size and timing of our target market
opportunities.  We anticipate marketing our displays to "original equipment
manufacturer" or "OEM" customers  Our success will depend, in part, on the
following factors:

  .  whether OEMs select our products for incorporation into their products;
  .  the successful introduction of such products by the OEMs; and
  .  the successful commercialization of products developed by parties
     incorporating our products.

It is possible that demand for any particular product will not last or that new
markets will fail to develop as we expect, or at all.  Such deviations would
materially and adversely effect us.

It takes a long time for any product to achieve market success, and such success
is never certain.  The introduction of new products is often delayed by the need
to have the products selected by an OEM and designed into the OEM'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.  We have made efforts to
design our products to be compatible with the electronic products with which
they will be used and have targeted smaller markets where the design cycle may
be shorter.  However, unforeseen difficulty in incorporating our products and
technology, would lessen the commercial acceptance of our products.
Furthermore, our OEMs will probably require us to implement certain
manufacturing quality control procedures as well as prove our ability to
manufacture the number of displays they require on a timely and reliable basis.
Our failure to meet these requirements could have an adverse impact on our
relationships with these OEMs and could prevent us from establishing
relationships with other OEMs.


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 recorded most of the
expected revenues associated with these milestone payments. If we fail to
conclude new royalty-bearing licenses or cooperation agreements, we could be
adversely affected.  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 such contracts may need to be
shared with the existing licensees.

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 FED products.  We believe that one of
our existing licensees, Raytheon Company, may have suspended its internal
program to develop FEDs.

                                       6
<PAGE>
 
We May Have Difficulty Protecting Patents and other Proprietary Rights to 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.   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.

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.  Although we believe that our products do not infringe the
patents or other proprietary rights of third parties, it is possible that third
parties will assert infringement claims against us and that such claims will be
successful.  It is also 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 also rely on unpatented, proprietary technology which is significant to the
development and manufacture of our displays.  Others may independently develop
the same or similar technology or obtain access to our unpatented technology.
To protect our trade secrets and other proprietary information, we require
employees, consultants, advisors and collaborators to enter into confidentiality
agreements.  It is possible that the agreements may be breached, that we would
not be fully compensated for any such breach, or that our trade secrets will
otherwise become known or be independently developed or discovered by
competitors.  If we are unable to maintain the proprietary nature of our
technologies, our business could be adversely affected.

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 the Foundry 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.


Currency Fluctuations May Cause Gains or Losses.

A large percentage of our net assets and of our costs is expressed in Euros.
Fluctuations of the value of the U.S. dollar versus the Euro may cause
significant foreign exchange gains or losses.  Most of our capital lease
obligation is expressed in Taiwanese dollars.  Fluctuations of the value of the
Taiwanese dollar versus the Euro may cause significant foreign exchange gains or
losses.


We May be Affected by Year 2000 Errors in Computer Systems.

We have conducted 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 (commonly referred to as the "Year 2000" issue).  We have
developed an implementation plan to resolve 

                                       7
<PAGE>
 
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 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.  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.

These provisions may also adversely affect the market price of the common stock.
For example, under our certificate of incorporation we can issue "blank check"
preferred stock with such designations, 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 preferred 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.

                                       8
<PAGE>
 
                              SELLING STOCKHOLDERS

     Some of the selling stockholders are holders of Series E Convertible
Preferred Stock.  We issued the preferred stock to the selling stockholders in
connection with a private placement.  The preferred stock is convertible into
common stock 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 January 13, 1999 (in the case of
selling stockholders holding preferred stock the number of shares of common
stock the preferred stock is convertible into based on the conversion feature of
the preferred stock and the market price of common stock as of January 13,
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 preferred stock is convertible into may be higher or
lower due to the floating rate conversion price at which the preferred stock
converts. As of January 12, 1999, there were approximately 15,150,329 shares of
PixTech common stock outstanding, not including the shares of preferred stock
convertible into common stock.

<TABLE>
<CAPTION>
                            Shares Owned Prior               
                              to Offering(1)                 Shares Owned After Offering(2)
                           ---------------------             ------------------------------
  Selling Stockholder             Number           Percent   Number of Shares Being Offered    Number      Percent
- ------------------------   ---------------------   -------   ------------------------------   ----------   -------
<S>                        <C>                     <C>       <C>                              <C>          <C>
The Kaufman Fund, Inc.              4,341,139        24.37             2,662,970               1,678,169     9.42
140 East 45th Street
43rd Floor
New York, NY  10017

Wingate Capital Ltd.                  310,680(3)      2.01               310,680                       0        0
 c/o Citadel Investment
 Group, L.L.C.
 225 West Washington
 Street Chicago, Illinois
 60606

Fisher Capital Ltd.                   576,980(3)      3.69               576,980                       0        0
c/o Citadel Investment
 Group, L.L.C.
225 West Washington
 Street
Chicago, Illinois 60606

The Atherton Co.                      108,770         0.71                88,770                  20,000     0.13
415 Walsh Road
Atherton, CA  94027

Banque Generale de                     85,540         0.56                33,290                  52,250     0.34
 Luxembourg, fonds
 Interselex Equity Easdaq
FIMAGEST --  Gestion
 Actions
23 rue de l'amiral
 d'Estaing
F-75209 PARIS CEDEX 16
FRANCE
</TABLE> 

                                       9
<PAGE>
 
<TABLE> 
<CAPTION> 
                                      
<S>                          <C>          <C>       <C>        <C>        <C> 
PICTET & Cie                  229,222     1.51      222,222    7,000      0.05
29, Bld Georges Favon                                        
Ch-1204 Geneve, Suisse                                       
                                                             
Metzler Euro Small Cap        150,000     0.99      150,000        0         0
Postfach 200138
60605 Frankfurt Am Main
</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
    this offering.
(3) 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 51,461 shares of common stock held by
    NP Partners and 96,541 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 preferred 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 preferred stock was
purchased for $22.5313.

     The holders of preferred 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 preferred 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 preferred 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 preferred
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 preferred 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 preferred
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
preferred 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 preferred stock (except for the Kaufman
Fund, Inc., who has waived applicability of this term) may contest or exercise
any portion of preferred 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 preferred 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 preferred stock will automatically convert into
common stock at the Conversion Price on December 22, 2003.  Whenever we have the
option to force the preferred stock to convert into common stock, we can elect
to buy the preferred 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>
 
                                    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.

     Registration Fee..............................    $ 5,196
     Legal Fees and Expenses.......................     20,000
     Other.........................................        804
        TOTAL......................................    $26,000

     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.

                                       12
<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
- ------- ------------------------------------------------------------------------
<S>     <C>
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. Filed herewith.
     
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 (set forth on the signature page to this Registration
        Statement).
     
24.2    Certified resolution of the Board of Directors authorizing Power of
        Attorney. Filed herewith.
</TABLE>

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;

                                       13
<PAGE>
 
               (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.

          (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.

                                       14
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized on this 21st day of January, 1999.

                                    PIXTECH, INC.

                                    By: /s/ Dieter Mezger
                                        ----------------------
                                        Dieter Mezger
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of PixTech, Inc. hereby
severally constitute and appoint Jean-Luc Grand-Clement, Yves Morel and Michael
Lytton, and each of them singly, our true and lawful attorneys-in-fact, with
full power to them in any and all capacities, to sign any and all amendments to
this Registration Statement on Form S-3 including any post-effective amendments
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
             Signature                                 Title                          Date
- ------------------------------------   --------------------------------------   -----------------
<S>                                    <C>                                      <C>
/s/ Dieter Mezger                      President and Chief Executive Officer    January 21, 1999
- ------------------------------------   (Principal Executive Officer)
Dieter Mezger

/s/ Jean-Luc Grand-Clement             Chairman of the Board                    January 21, 1999
- ------------------------------------
Jean-Luc Grand-Clement

/s/ Yves Morel                         Chief Financial Officer (Principal       January 21, 1999
- ------------------------------------   Financial and Accounting Officer)
Yves Morel

/s/ Jean Pierre Noblanc                Director                                 January 15, 1999
- ------------------------------------
Jean Pierre Noblanc

/s/William C. Schmidt                  Director                                 January 18, 1999
- ------------------------------------
William C. Schmidt
</TABLE>

                                       15
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


<TABLE>
<CAPTION>

Exhibit 
 Number                           Description
- -------  -----------------------------------------------------------------------
<S>      <C>
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. Filed herewith.
         
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 (set forth on the signature page to this Registration
         Statement).
         
24.2     Certified resolution of the Board of Directors authorizing Power of
         Attorney. Filed herewith.
         
</TABLE>

<PAGE>
 
                                                                     EXHIBIT 5.1

                               PALMER & DODGE LLP
                               One Beacon Street
                          Boston, Massachusetts 02108
Telephone: (617) 573-0100                              Facsimile: (617) 227-4420

                                January 21, 1999


PixTech, Inc.
Avenue Olivier Perroy
13790 Rousset
FRANCE

Ladies and Gentlemen:

     We are rendering this opinion in connection with the Registration Statement
on Form S-3 (the "Registration Statement") filed by PixTech, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, on or about the date hereof.  The Registration Statement
relates to an aggregate of 7,717,602 shares of the Company's Common Stock, $0.01
par value per share (the "Common Stock") issued by the Company (the "Common
Shares"), or issuable upon conversion of 367,269 shares of Series E Preferred
Stock, $0.01 par value (the "Preferred Shares"), into Common Stock (the
"Conversion Shares"), for resale by certain stockholders of the Company listed
therein.

     We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization of the issuance and sale of the
Common Shares and the Preferred Shares.  We have examined all such documents as
we consider necessary to enable us to render this opinion.

     Based upon the foregoing, we are of the opinion that the Common Shares and
the Conversion Shares have been duly authorized and that the Common Shares have
been, and, upon issuance following the conversion of the Preferred Shares, the
Conversion Shares will be, validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference to our firm under Item 5 thereof.

                              Very truly yours,

                              /s/ Palmer & Dodge LLP
                              PALMER & DODGE LLP

<PAGE>
 
                                                                    EXHIBIT 23.1

                        Consent of Independent Auditors
                        -------------------------------

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement and related Prospectus of PixTech, Inc. on Form S-3 for
the registration of 7,717,602 shares of its common stock and to the
incorporation by reference therein of our report dated February 9, 1998, with
respect to the consolidated financial statements and schedule of PixTech
Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.

                              /s/ Ernst & Young LLP
                              ERNST & YOUNG LLP

New York, New York
January 20, 1999

<PAGE>
 
                                                                    EXHIBIT 24.2
                                 PIXTECH, INC.

                            Certificate of Secretary
                            ------------------------

     I, Michael Lytton, being the duly elected and acting secretary of PixTech,
Inc. (the "Corporation"), a Delaware corporation, hereby certify that the
following is a true, correct and complete copy of resolutions duly adopted by
the Board of Directors of the Corporation dated on November 20, 1998; and that
said resolutions have not been amended or rescinded and are now in full force
and effect.

REGISTRATION STATEMENTS ON FORM S-3
- -----------------------------------

        Approval of Registration Statement

VOTED:  That the Chief Executive Officer, President, and the Chief Financial
        Officer of the Company, each acting singly, be and hereby are authorized
        in the name and on behalf of the Company to execute and file with the
        United States Securities and Exchange Commission (the "Commission")
        registration statements on Form S-3 (the "Registration Statements")
        relating to the registration under the Securities Act of 1933, as
        amended (the "Act"), of the resale of the shares of the Company's Common
        Stock issuable upon conversion of the Shares, such Registration
        Statements and any amendments thereto to be in such form as may be
        approved by the officer executing the same, his execution and filing
        thereof to be conclusive evidence of this approval; and such officers,
        and each acting singly, be and hereby are authorized to take any and all
        other action as they or any of them may deem necessary or advisable to
        effect such registration.

        Appointment of Attorneys-in-Fact

VOTED:  That any officer of the Company executing, on behalf of the Company or
        in any other capacity, the Registration Statements referred to in the
        resolutions above and any and all amendments to such registration
        statements and other documents to be filed with the Commission in
        connection therewith is hereby authorized to execute the same through or
        by Jean-Luc Grand-Clement, Yves Morel or Michael Lytton, as attorney-in-
        fact, pursuant to a power of attorney reflecting such authorization.

     WITNESS my signature and the seal of the Corporation affixed this 13th day
of January 1999.

[CORPORATE SEAL]                        /s/ Michael Lytton
                                        -------------------------
                                        Michael Lytton, Secretary


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission