SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Preliminary Proxy Statement RULE 14A-6(E)(2))
[ ] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
PIXTECH, INC.
-------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
---------------------------------------------------------------------------
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
---------------------------------------------------------------------------
filing fee is calculated and state how it was determined):
-------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
PIXTECH, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
The 1999 Special Meeting of Stockholders of PixTech, Inc. will be held at
the offices of Palmer & Dodge LLP, One Beacon Street, in Boston, Massachusetts,
at 10 a.m. on Wednesday, December 15, 1999 for the following purposes:
1. To amend the Restated Certificate of Incorporation of the Company
to increase the authorized shares of capital stock of the Company
from 61,000,000 shares to 101,000,000 shares.
2. To transact such other business as may be in furtherance of or
incidental to the foregoing or as may otherwise properly come before
the meeting.
Only stockholders of record at the close of business on November 10, 1999
will be entitled to vote at the meeting or any adjournment thereof. A list of
such stockholders will be open for examination by any stockholder for any
purpose germane to the meeting for ten days before the meeting during ordinary
business hours at the offices of Palmer & Dodge LLP, One Beacon Street, Boston,
Massachusetts 02108.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. THEREFORE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE YOUR PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE MEETING AND WISH TO VOTE IN PERSON, YOUR PROXY
WILL NOT BE USED.
By order of the Board of Directors,
MICHAEL LYTTON, Secretary
Dated: November ___, 1999
<PAGE>
PIXTECH, INC.
AVENUE OLIVIER PERROY, ZONE INDUSTRIELLE DE ROUSSET
13790 ROUSSET FRANCE
TELEPHONE 011 33 (0)442 29 1000
_____________________
PROXY STATEMENT
____________________
The enclosed proxy is solicited on behalf of the Board of Directors of
PixTech, Inc. (the "Company") for use at the 1999 Special Meeting of
Stockholders to be held at the offices of Palmer & Dodge LLP, One Beacon Street,
in Boston, Massachusetts, at 10 a.m. on Wednesday, December 15, 1999, and at any
adjournments thereof. The approximate date on which this proxy statement and
accompanying proxy are first being sent or given to security holders is
November, ___, 1999.
The principal business expected to be transacted at the meeting, as more
fully described below, will be to increase the number of shares authorized under
the Company's Restated Certificate of Incorporation.
The authority granted by an executed proxy may be revoked at any time
before its exercise by filing with the Secretary of the Company a written
revocation or a duly executed proxy bearing a later date or by voting in person
at the meeting. Shares represented by valid proxies will be voted in accordance
with the specifications in the proxies. If no specifications are made, the
proxies will be voted to amend the Company's Restated Certificate of
Incorporation.
The Company will bear the cost of the solicitation of proxies, including
the charges and expenses of brokerage firms and others for forwarding
solicitation material to beneficial owners of stock. In addition to the use of
mails, proxies may be solicited by officers and employees of the Company in
person or by telephone.
Page 1
<PAGE>
VOTING SECURITIES AND VOTES REQUIRED
Only stockholders of record at the close of business on November 10, 1999
will be entitled to vote at the meeting. On that date, the Company had
[35,994,284] shares of Common Stock, $0.01 par value (the "Common
Stock")outstanding, each of which is entitled to one vote. In addition, the
Company had [297,269] shares of Series E Preferred Stock, $0.01 par value (the
"Series E Stock") outstanding, each of which is entitled to the number of votes
equal to the number of whole shares of Common Stock which the shares of Series E
Preferred Stock are convertible into as of the record date. As of November 10,
1999, the record date for the 1999 Special Meeting, the Series E Stock would
have been convertible into [4,097,453] shares of Common Stock. A majority in
interest of the outstanding Common Stock and shares convertible into Common
Stock entitled to vote, represented at the meeting in person or by proxy,
constitutes a quorum for the transaction of business. Broker non-votes are
counted for the purpose of determining the presence or absence of a quorum for
the transaction of business, but will not be counted in determining the shares
entitled to vote on a particular matter nor treated as votes cast. A "broker
non-vote" occurs when a registered broker holding a customer's shares in the
name of the broker has not received voting instructions on the matter from the
customer, is barred by applicable rules from exercising discretionary voting
authority in the matter, and so indicates on the proxy. The amendment to the
Restated Certificate of Incorporation requires approval from a majority of the
Common Stock and shares convertible into Common Stock outstanding. In voting on
amending the Restated Certificate of Incorporation abstentions will be counted
as present and entitled to vote; accordingly, they will have the effect of votes
against approval of such amendment.
Page 2
<PAGE>
AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK
Currently the Company's Restated Certificate of Incorporation authorizes
the issuance of 60,000,000 shares of Common Stock, par value $.01 per share, and
of 1,000,000 shares of Preferred Stock, par value $.01 per share. On October
27, 1999, the Company's Board of Directors approved, and recommended for
adoption by the stockholders at the meeting, a proposed amendment to the
Company's Restated Certificate of Incorporation which would, if approved by the
stockholders, effect an increase in the number of authorized shares of Common
Stock of the Company from 60,000,000 shares to 100,000,000 shares, $.01 par
value per share, resulting in the aggregate number of authorized shares of
capital stock of the Company to be increased from 61,000,000 shares to
101,000,000 shares.
As of the close of business on November 10, 1999, [35,994,284] shares of
Common Stock were issued and outstanding, leaving [24,005,716] shares of Common
Stock authorized but unissued. Of the authorized but unissued shares, the
Company has currently reserved [5,256,372] shares under the Company's 1993 Stock
Option Plan and 1995 Employee Stock Purchase Plan, 50,000 shares under the
Company's 1995 Director Stock Option Plan and [582,500] shares following the
exercise of warrants. In addition, as of the close of business on November 10,
1999, 297,269 shares of Series E Stock were outstanding and the Company has
agreed to reserve, out of the authorized but unissued shares, 150% of the number
of shares of Common Stock into which the Series E Stock is convertible. The
Series E Stock is generally convertible into Common Stock at a rate equal to the
lesser of (a) $2.25313, and (b) the average closing price of the Common Stock
over the ten trading day period ending on the day immediately preceding the day
upon conversion. As of [October 31], 1999, the Series E Stock would have been
convertible into 4,097,453 shares of Common Stock thus requiring the Company to
reserve [6,146,179] shares of the remaining authorized but unissued shares. In
addition, the Company issued a $5 million convertible note in 1997. This loan is
convertible into shares of Common Stock of the Company at a conversion price
equal to 80% of the market price on the conversion date. As of [October 31],
1999, $0.1 million of the convertible note was converted into [100,000] shares
of Common Stock and the remaining [$4.9] million would have been convertible
into [3,653,726] shares of Common Stock of the Company. The Company has also
reserved 15,000,000 shares of Common Stock to be issued to Kingsbridge Capital
Limited pursuant to an equity line agreement. Therefore, on [October 31], 1999,
out of the 60,000,000 authorized shares of Common Stock, no shares were
available for issuance by the Company.
Page 3
<PAGE>
The Board of Directors of the Company believes that the adoption of the
proposed amendment to the Company's Restated Certificate of Incorporation
increasing the authorized shares of Common Stock is advisable and in the best
interests of the Company and its stockholders. Adoption of the proposed
amendment would increase the flexibility of the Company to issue Common Stock
and would ensure that an adequate supply of authorized and unissued shares of
Common Stock is available for general corporate needs, including stock splits,
issuances under the Company's 1993 Stock Option Plan, 1995 Director Stock Option
Plan and 1995 Employee Stock Purchase Plan, acquisitions and other equity
financings. The availability of additional shares of Common Stock for issue
will afford the Company greater flexibility in taking these corporate actions.
In addition, the Company is currently negotiating an equity financing with
certain Taiwanese investors requiring additional shares of Common Stock to be
available for issuance.
The additional shares of Common Stock for which authorization is sought
would be identical to the shares of Common Stock of the Company currently
authorized. The newly authorized Common Stock, like the currently authorized
Common Stock, may be used by the Company for any proper corporate purpose. Such
purposes may include, without limitation, issuance as part or all of the
consideration required to be paid by the Company in the acquisition of other
businesses or properties, or issuance in public or private sales for cash as a
means of obtaining additional capital for use in the Company's business and
operations.
If approved by the stockholders, the increased authorized shares of Common
Stock will be available for issue from time to time for such purposes and
consideration as the Board of Directors may approve, and no further vote of the
stockholders of the Company will be required, except as required under the
Delaware General Corporation Law or the rules of any national securities
exchange or quotation system, such as the Nasdaq National Market, on which the
shares of the Company are at the time listed or quoted.
Although the Board of Directors will authorize the issuance of additional
Common Stock based on its judgment as to the best interests of the Company and
its stockholders, the issuance of Common Stock could have a dilutive effect on
the earnings per share, book value per share, and on the equity and voting power
of existing holders of Common Stock. Holders of Common Stock are not now, and
will not be entitled to preemptive rights to purchase shares of any authorized
capital stock of the Company. In addition, the issuance of additional shares of
Common Stock could, in certain instances, render more difficult or discourage a
merger, tender offer, or proxy contest and thus potentially have an
"anti-takeover" effect, especially if Common Stock were issued in response to a
potential takeover.
Page 4
<PAGE>
If the amendment is approved by the stockholders, the first paragraph of
Article FOURTH of the Company's Restated Certificate of Incorporation will be
amended to read as follows:
FOURTH: The Corporation shall be authorized to issue One Hundred One Million
(101,000,000) shares of capital stock, which shall be divided into One Hundred
Million (100,000,000) shares of Common Stock, par value $0.01 per share and One
Million (1,000,000) shares of Preferred Stock, par value $0.01 per share
("Preferred Stock").
The affirmative vote of holders of a majority of the shares of capital
stock outstanding and entitled to vote at the meeting is required to approve
this proposal and adopt the proposed amendment to the Company's Restated
Certificate of Incorporation increasing the number of authorized shares of
Common Stock of the Company. For purposes of the vote to amend the Company's
Restated Certificate of Incorporation to increase the number of authorized
shares of capital stock, abstentions and broker non-votes are treated as votes
against the proposal. If the amendment is not approved by the stockholders, the
Company's authorized capital stock will remain at 61,000,000 shares.
If approved by the stockholders, the amendment to the Company's Restated
Certificate of Incorporation increasing the authorized shares of Common Stock
will become effective upon the filing of an amendment to the Company's Restated
Certificate of Incorporation with the Secretary of State of the State of
Delaware, which is expected to occur promptly following approval by the
stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
===
Page 5
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 1998, the Company's Compensation
Committee consisted of Messrs. Schmidt and Hawkins. None of the members of the
Compensation Committee has been an officer or employee of the Company.
Mr. Noblanc, who was a member of the Company's Board of Directors and its
Audit Committee until March 1999, is an officer of CEA Industrie, S.A., which is
controlled by the Commissariat l'Energie Atomique ("CEA"), the French atomic
agency. In September 1992, the Company licensed its fundamental technology from
the Laboratoire d'Electronique, de Technologie et d'Instrumentation ("LETI"), a
research laboratory of the CEA, pursuant to an exclusive, worldwide,
royalty-bearing license agreement with CEA (the "LETI License Agreement"), which
has a term of twenty years. The LETI License Agreement was amended in July
1993, March 1994 and October 1997. Beginning in 1996, the Company became
obligated under the LETI License Agreement to make royalty payments to the LETI
based on the sales of products incorporating licensed technology. In addition to
such royalty payments, the Company must pass through to CEA a percentage of any
lump sum sublicense fees earned after 1993 and royalties on sales of licensed
products by the Company's sublicenses. Pursuant to an amendment to the LETI
License Agreement signed in 1997 (the "1997 CEA Amendment"), the royalty rates
and minimum payments from the Company to CEA were increased for a period of
three years. An amount of $308,000 was accrued in 1998 in that respect.
The Company also entered into a research and development agreement with CEA
("the "LETI Research Agreement") in 1992, under which the Company funds research
at the LETI. Pursuant to the LETI Research Agreement, the Company expensed
$36,000 in 1992, $1,335,000 in 1993, $1,506,000 in 1994, $1,339,000 in 1995,
$644,000 in 1996, and $637,000 in 1997. In 1998, the Company recorded $848,000
as expenses pursuant to the LETI Research Agreement.
Page 6
<PAGE>
SHARE OWNERSHIP
The following tables set forth certain information regarding the ownership
of the Company's Common Stock and Series E Preferred Stock as of October 31,
1999 by (i) persons known by the Company to be beneficial owners of more than 5%
of its Common Stock and Series E Preferred Stock, (ii) the executive officers of
the Company, (iii) the directors of the Company, and (iv) all current executive
officers and directors of the Company as a group:
<TABLE>
<CAPTION>
Common Stock
SHARES OF COMMON STOCK
BENEFICIALLY OWNED (1)
-----------------------------------
BENEFICIAL OWNER SHARES PERCENT OF CLASS
- ------------------------------------- ---------- -----------------
<S> <C> <C> <C>
Unipac Optoelectronics Corporation
No 4 5 Hsin Road VI
Science Based Industrial Park
Hsin Chu City Taiwan R.O.C. . . . . . 12,427,146 (2) 34.5%
Micron Technology, Inc.
8000 South Federal Way
Boise, Idaho 83716-9632 . . . . . . . 7,443,562 (3) 20.5%
Sumitomo Corporation
1-2-2 Hitosubashi, Chiyoda-Ku
Tokyo, 100 Japan. . . . . . . . . . . 3,605,607 (4) 9.1%
Jean-Luc Grand-Cl ment. . . . . . . . 725,464 (5) 2.0%
Dieter Mezger . . . . . . . . . . . . 525,000 (6) 1.0%
Francis G. Courreges. . . . . . . . . 93,307 (7) *
Michel Garcia . . . . . . . . . . . . 135,116 (8) *
Tom M. Holzel . . . . . . . . . . . . 0 *
John A. Hawkins . . . . . . . . . . . 16,000 (9) *
William C. Schmidt. . . . . . . . . . 4,000 (10) *
All directors and executive officers
as a group (11 persons) . . . . . . . 1,624,094 (11) 4.0%
<FN>
* Less than one percent.
(1) Except as otherwise indicated in these footnotes, the persons and
entities named in the table have sole voting and investment power with
respect to all shares beneficially owned by them. Share ownership
information includes shares of Common Stock issuable pursuant to
outstanding options which may be exercised within 60 days after
October 31, 1999.
(2) Consists of 12,427,146 shares of Common Stock issued to Unipac
Optoelectronics Corporation in a private placement closed on October
15, 1999.
Page 7
<PAGE>
(3) Consists of 7,133,562 shares of Common Stock and a warrant to purchase
310,000 shares of Common Stock exercisable until May 19, 2001. The
Common Stock and the warrant were issued to Micron Technology, Inc. in a
private placement May 19, 1999 in consideration for substantially all of
the assets of Micron's Field Emission Display Division and $4.4 million
in cash.
(4) Consists of 3,605,607 shares of Common Stock subject to the conversion
of a $5 million convertible note issued in 1997, of which approximately
$4.8 million is outstanding as of October 31, 1999. This note is
convertible into shares of our common stock at a conversion price equal
to 80% of the market price on the conversion date, the market price
being determined as the average closing market price over the twenty
consecutive trading days immediately prior to the notice of conversion.
(5) Includes 53,605 shares held by Mr. Grand-Clement's wife and 600,753
shares of Common Stock subject to options exercisable as of October 31,
1999 or within 60 days thereafter, of which 6,792 shares are subject to
options held by Mr. Grand-Clement's wife.
(6) Consists of 525,000 shares of Common Stock subject to options
exercisable as of October 31, 1999 or within 60 days thereafter.
(7) Includes 89,307 shares of Common Stock subject to options
exercisable as of October 31, 1999 or within 60 days thereafter.
(8) Includes 127,355 shares of Common Stock subject to options
exercisable as of October 31, 1999 or within 60 days thereafter.
(9) Consists of 6,000 shares of Common Stock subject to an option
exercisable as of October 31, 1999 or within 60 days thereafter.
(10) Consists of 4,000 shares of Common Stock subject to an option
exercisable as of October 31, 1999 or within 60 days thereafter. Mr.
Schmidt, a director of the Company, is a Vice President of Eventech
Limited and of Advent International Corporation. Mr. Schmidt disclaims
beneficial ownership of all 675,945 shares held by the funds affiliated
with Advent International Corporation, except for 80 Shares which he
beneficially owns as a partner in Advent International Investors Limited
Partnership and 192 Shares which he beneficially owns as a partner in
Advent International Investors II L.P.
(11) Excludes shares, as to which beneficial ownership is disclaimed,
described in footnote (10). Includes 1,460,915 shares of Common Stock
subject to options exercisable as of October 31, 1999 or within 60 days
thereafter.
</TABLE>
<TABLE>
<CAPTION>
Series E Preferred Stock
SHARES OF SERIES E PREFERRED
STOCK BENEFICIALLY OWNED
BENEFICIAL OWNER SHARES PERCENT OF CLASS
- -------------------------------- ------- -----------------
<S> <C> <C> <C>
The Kaufmann Fund, Inc.
140 East 45th Street
43rd floor
New York, NY 10017 . . . . . . . 266,297 (1) 89.6%
Citadel Investment Group, L.L.C.
225 West Washington Street
Chicago, Illinois 60606. . . . . 18,766 (2) 6.3%
<FN>
(1) As of October 31, 1999, these shares of Series E Preferred Stock would
have been convertible into 3,670,545 shares of Common Stock. In
addition, the Kaufmann Fund, Inc. holds 1,678,169 shares of Common Stock
of the Company. As of October 31, 1999, the Kaufmann Fund, Inc. holds
5,348,714 shares of Common Stock on a as-converted basis.
(2) As of October 31, 1999, these shares of Series E Preferred Stock would
have been convertible into 258,664 shares of Common Stock. In addition,
Citadel Investment Group, L.L.C. holds 336,702 shares of Common Stock of
the Company (Information as of January 4, 1999). As of October 31,
1999, Citadel Investment Group, L.L.C. holds 595,366 shares of Common
Stock on a as-converted basis.
</TABLE>
Page 8
<PAGE>
OTHER MATTERS
The Board of Directors does not know of any business to come before the
meeting other than the matters described in the notice. If other business is
properly presented for consideration at the meeting, the enclosed proxy
authorizes the persons named therein to vote the shares in their discretion.
STOCKHOLDER PROPOSALS
The Company's Bylaws require a stockholder who wishes to bring business
before or propose director nominations at an annual meeting to give written
notice to the Secretary of the Company not less than 45 days nor more than 60
days before the meeting, unless less than 60 days' notice or public disclosure
of the meeting is given, in which case the stockholder's notice must be received
within 15 days after such notice or disclosure is given. The notice must contain
specified information about the proposed business or nominee and the stockholder
making the proposal or nomination. If any stockholder intends to present a
proposal at the 2000 Annual Meeting of stockholders and desires that it be
considered for inclusion in the Company's proxy statement and form of proxy, it
must be received by the Company at Avenue Olivier Perroy, Zone Industrielle de
Rousset, 13790 Rousset, France; Attention: Yves Morel, Chief Financial Officer,
no later than December 30, 1999.
Page 9
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PIXTECH, INC.
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS DECEMBER 15, 1999
The undersigned stockholder of PixTech, Inc. (the "Company") hereby appoints
Jean-Luc Grand-Clement, Dieter Mezger, Yves Morel, Michael E. Lytton and Marc A.
Rubenstein, and each of them acting singly, the attorneys and proxies of the
undersigned, with full power of substitution, to vote on behalf of the
undersigned all the shares of capital stock of the Company entitled to vote at
the Special Meeting of Stockholders to be held on December 15, 1999, and at any
adjournment thereof, hereby revoking any proxy heretofore given with respect to
such shares.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
<PAGE>
PLEASE MARK VOTES
[X] AS IN THIS EXAMPLE
PIXTECH, INC.
- --------------
1. Proposal put forth by the Board of Directors of the Company to amend the
Company's Restated Certificate of Incorporation to increase number of authorized
shares of the Company's Capital Stock from 61,000,000 to 101,000,000 shares.
For Against Abstain
[_] [_] [_]
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholders. IF NO SPECIFICATION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1. In their discretion, the proxies are also authorized
to vote upon such matters as may properly come before the meeting.
Signature Date ,1999
---------------------------- --------------------
Signature Date ,1999
---------------------------- --------------------
(IF HELD JOINTLY)
NOTE: Please sign exactly as name appears on stock certificate. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partner, please sign in partnership.
<PAGE>
