As filed with the Securities and Exchange Commission on June 23, 1999
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
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 of (I.R.S. Employer Identification No.)
incorporation)
Avenue Olivier Perroy, Zone Industrielle de Rousset, 13790 Rousset, France
(Address of registrant's principal executive offices)
1993 AMENDED AND RESTATED STOCK OPTION PLAN
(Full Title of the Plan)
DIETER MEZGER, PRESIDENT AND CHIEF EXECUTIVE OFFICER
PixTech, Inc.
Avenue Olivier Perroy
13790 ROUSSET - FRANCE
011-33-4-42-29-10-00
(Name, address and telephone number of agent for service)
with copies to:
MARC A. RUBENSTEIN, ESQUIRE
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Title of each class of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
share(1) price(1)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 2,500,000 $ 1.5 $ 3,750,000 $ 1,042.50
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) 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 June 21, 1999 as reported by the Nasdaq National Market
System.
1
<PAGE>
STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE
REGISTRATION STATEMENT
Pursuant to Instruction E to Form S-8, the contents of the Registrant's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Commission") on October 20, 1995 (File No. 33-98384) relating
to the registration of 1,772,114 shares of the Registrant's Common Stock $0.01
par value per share (the "Common Stock") and the Registrant's Registration
Statement on Form S-8 filed with the Commission on May 14, 1998 (File No.
333-52651) relating to the registration of 800,000 shares of the Registrant's
Common Stock authorized for issuance under the Registrant's 1993 Amended and
Restated Stock Option Plan (the "Plan") are incorporated by reference in their
entirety in this Registration Statement, except as to items set forth below.
This Registration Statement provides for the registration of an additional
2,500,000 shares of the Registrant's Common Stock to be issued under the Plan.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (file No. 000-26380) filed with the Commission on March 11,
1999.
(b) The Registrant's Quarterly Report on Form 10-Q for the period ending
March 31, 1999 (file No. 000-26380) filed with the Commission on May 15, 1999.
(c) The Registrant's Current Report on Form 8-K filed with the Commission
on January 7, 1999.
(d) The Registrant's Current Report on Form 8-K filed with the Commission
on March 24, 1999.
(e) The Registrant's Current Report on Form 8-K filed with the Commission
on May 27, 1999.
(f) All other reports of the registrant filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the annual report referred to in (a)
above.
(g) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A (File No. 0-26380) filed on July 7, 1995,
including any amendment or report filed hereafter for the purpose of updating
such description.
All documents filed after the date of this Registration Statement by the
Registrant pursuant to Section 13(a), 13(d), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment that indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
Item 8. Exhibits.
Exhibit Number Description
- -------------- -----------
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).
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.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, California, on this 15 day of June,
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 Dieter Mezger, Jean-Luc Grand-Clement, Francis
Courreges, Yves Morel, Michael Lytton and Marc A. Rubenstein, 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-8 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:
Signature Title Date
--------- ----- ----
/s/ Dieter Mezger President, Chief Executive June 15, 1999
- -------------------------- Officer and Director
Dieter Mezger (Principal Executive Officer)
/s/ Yves Morel Chief Financial Officer June 15, 1999
- -------------------------- (Principal Financial Officer)
Yves Morel
/s/ Cathie Tomao Controller June 15, 1999
- -------------------------- (Principal Accounting Officer)
Cathie Tomao
/s/ Jean-Luc Grand-Clement Chairman of the Board June 15, 1999
- --------------------------
Jean-Luc Grand-Clement
4
<PAGE>
Signature Title Date
--------- ----- ----
/s/ William C. Schmidt Director June 15, 1999
- --------------------------
William C. Schmidt
/s/ John A. Hawkins Director June 15, 1999
- --------------------------
John A. Hawkins
5
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Number Description
- -------------- -----------
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.
23.2 Consent of Palmer & Dodge LLP (contained in Opinion of Palmer &
Dodge LLP, filed as Exhibit 5.1).
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.
6
EXHIBIT 5.1
7
<PAGE>
PALMER & DODGE LLP
ONE BEACON STREET, BOSTON, MA 02108-3190
TELEPHONE: (617) 573-0100
(617) 573-0100 FACSIMILE: (617) 227-4420
June 14, 1999
PixTech, Inc.
Avenue Olivier Perroy
Zone Industrielle de Rousset
13790 Rousset, France
Dear Sirs:
We are rendering this opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by PixTech, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), on or about the date hereof.
The Registration Statement relates to 2,500,000 shares (the "Shares") of the
Company's Common Stock, $0.01 par value, offered pursuant to the provisions of
the Company's 1993 Amended and Restated Stock Option Plan (the "Plan").
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
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 when issued in
accordance with the terms of the Plan, the Shares will be duly authorized,
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
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EXHIBIT 23.1
9
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1993 Amended and Restated Stock Option Plan of PixTech,
Inc., of our report dated February 3, 1999, with respect to the consolidated
financial statements and schedules 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
Represented by : CHRISTINE BLANC-PATIN
Marseilles, France
June 15, 1999
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EXHIBIT 24.2
11
<PAGE>
PIXTECH, INC.
Certificate of Assistant Secretary
I, Marc Rubenstein, being the duly elected and acting assistant secretary
of PixTech, Inc. (the "Company"), a Delaware corporation, hereby certify that
the following is a true, correct and complete copy of resolutions adopted by the
Board of Directors of this Company at a meeting held on February 3, 1999; and
that said resolutions have not been amended or rescinded and are now in full
force and effect.
Registration Statement on Form S-8
VOTED: That, upon approval by the stockholders at the Company's 1999 Annual
Meeting of the aforementioned amendment to the [Company's Amended and
Restated Stock Option] Plan [(the "Plan")], the President, any Vice
President and the Treasurer 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") a registration statements on Form S-8
(the "Registration Statement") relating to the registration under the
Securities Act of 1933, as amended (the "Act"), of the additional
2,500,000 shares (the "Plan Shares") of the Company's Common Stock
reserved for issuance under the Plan, such Registration Statement 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.
VOTED: That Dieter Mezger, Jean-Luc Grand-Clement, Francis Correges, Yves
Morel, Michael Lytton and Marc Rubenstein, and each of them acting
singly, be and hereby are designated as attorneys-in-fact of any
officer executing the Registration Statement or any combination
thereof, on behalf of the Company or otherwise, with full power of
substitution, for each of them in any and all capacities, to execute
and file the Registration Statement or such other documents relating to
the registration under the Act of the Plan Shares and any amendment
thereto, and that any such officer of the Company be and hereby is
authorized to execute and deliver an appropriate power of attorney
reflection such authorization.
WITNESS my signature and the seal of the Company affixed this 17 day
of June, 1999.
/s/ Marc Rubenstein
-----------------------------
Marc Rubenstein, Assistant Secretary
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