<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 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 transactions apply:
(2) Aggregate number of securities to which transactions apply:
(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 transactions:
(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.
<PAGE>
PIXTECH, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 1999 Annual Meeting of Stockholders of PixTech, Inc. will be held at
the Grand Hyatt, Park Avenue, Grand Central, in New York, New York, at 3 p.m. on
Tuesday, April 27, 1999 for the following purposes:
1. To elect one director to hold office for a term of three years and
until his successor is elected and qualified.
2. To amend the Restated Certificate of Incorporation of the Company to
increase the authorized shares of capital stock of the Company from
31,000,000 shares to 61,000,000 shares.
3. To amend the Company's 1993 Stock Option Plan to increase the number
of shares available under such Plan from 2,656,372 shares to 5,156,372
shares.
4. To consider and vote on a proposal to issue shares of the Company's
Common Stock in connection with the purchase of substantially all of
the equipment and other tangible assets of Micron Technology, Inc.
relating to field emission displays.
5. 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 March 22, 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: March 23, 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 Annual Meeting of Stockholders
to be held on Tuesday, April 27, 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 April 2, 1999.
The principal business expected to be transacted at the meeting, as more fully
described below, will be the election of one director, an increase in the number
of shares authorized under the Company's Restated Certificate of Incorporation,
an increase in the number of shares available under the 1993 Stock Option Plan
and the issuance of common stock to Micron Technology, Inc.
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 elect the directors nominated by the Board of Directors and to
approve the other proposals listed in the notice on the cover page of this proxy
statement.
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.
VOTING SECURITIES AND VOTES REQUIRED
Only stockholders of record at the close of business on March 22, 1999 will be
entitled to vote at the meeting. On that date, the Company had outstanding
15,150,329 shares of Common Stock, $0.01 par value (the "Common Stock"), each of
which is entitled to one vote. In addition, the Company had outstanding 367,269
shares of Series E Preferred Stock, $0.01 par value (the "Series E Stock"), 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 March 22, 1999, the record date for the 1999
Annual Meeting, the Series E Stock would have been convertible into 4,124,981
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. A plurality of the votes cast is required to elect the nominee for
director. 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 1993 Stock Option Plan and the Certificate of
Incorporation and the issuance of Common Stock to Micron Technology, Inc.
require approval from a majority of the Common Stock and shares convertible into
Common Stock outstanding. In voting on amending the 1993 Stock Option Plan, the
Certificate of Incorporation and the issuance of Common Stock to Micron
Technology, Inc., abstentions will be counted as present and entitled to vote;
accordingly, they will have the effect of votes against approval of such
amendments. Abstentions will not be treated as votes cast in the election of
directors.
1
<PAGE>
ELECTION OF DIRECTORS
The number of directors is fixed at five for the coming year and is divided
into three classes with the members of each class holding office for a three
year term. At the meeting, one director will be elected to hold office for
three years and until his successor is elected and qualified. Dieter Mezger,
who is presently serving as President and Chief Executive Officer and was
elected a Director by the Board of Directors on March 3 , 1999, has been
nominated for re-election by the Board of Directors. Unless a properly signed
and returned proxy withholds authority to vote for the nominee or is a broker
non-vote, the shares represented by such proxy will be voted for the election of
the Board's nominee as director. If the nominee is unable to serve, which is not
expected, the shares represented by a properly signed and returned proxy will be
voted for such other candidate as may be nominated by the Board of Directors.
The following table contains certain information about the nominee for
director and each other person whose term of office as a director will continue
after the meeting.
<TABLE>
<CAPTION>
Present
Director Term
Name and Age Business Experience and Other Directorships Since Expires
------------ ------------------------------------------- ----- -------
<S> <C> <C> <C>
Jean-Luc Grand-Clement Jean-Luc Grand-Clement, a co-founder of the Company, has 1992 2001
Age: 59 served as Chairman of the Board of Directors since the
Company's inception in 1992, and served as President and
Chief Executive Officer through March 1998 and January 1999,
respectively. Prior to founding the Company, Mr.
Grand-Clement co-founded European Silicon Structures
("ES2"), a European applications specific integrated circuit
supplier for cell based and full custom CMOS products, and
served as Chief Executive Officer and then as Chairman of
the Board of Directors of ES2 from its founding in 1985
until 1991. From 1967 to 1978 and from 1982 to 1985, Mr.
Grand-Clement held various positions with Motorola, Inc.,
most recently as Vice-President and Assistant General
Manager of the Motorola European Semiconductor Group from
1983 to 1985. From 1978 to 1982, Mr. Grand-Clement was the
Managing Director of Eurotechnique, a MOS semiconductor
design and fabrication joint venture between National
Semiconductor and Saint-Gobain. Mr. Grand-Clement graduated
from Ecole Nationale Superieure des Telecommunications in
Paris.
Dieter Mezger * Dieter Mezger joined PixTech in March 1998 as President and 1999 1999
Age: 55 was elected President and Chief Executive Officer in January
1999. Mr. Mezger has been a director of the Company since
March 1999. Between 1996 and 1998, Mr. Mezger worked as a
marketing consultant in California. Between 1990 and 1996,
Mr. Mezger was President of Compass Design Automation, a
wholly-owned subsidiary of VLSI Technology, Inc. which
develops and markets computer assisted design software tools
for IC designs. From 1984 to 1990, Mr. Mezger established
VLSI's European presence in Munich, building the European
marketing and sales organizations, design centers, R&D
operations, as well as its finance and human resources
departments. Mr. Mezger simultaneously built VLSI's
wireless and GSM businesses. Prior to joining VLSI, Mr.
Mezger's career included fifteen years with Texas
Instruments, where he rose to the position of Manager, Sales
and Marketing, Europe. He holds a BS in engineering from
the University of Stuttgart.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Present
Director Term
Name and Age Business Experience and Other Directorships Since Expires
------------ ------------------------------------------- ----- -------
<S> <C> <C> <C>
William C. Schmidt William C. Schmidt has been a director of the Company since 1992 2001
Age: 43 June 1992. Since 1988, Mr. Schmidt has been an investment
partner at Advent International, an international venture
capital company, where he also manages the activities of
Advent International's corporate investment programs in
Europe. From 1981 to 1987, Mr. Schmidt worked as a
management consultant at Bain & Company in Europe and the
United States. Mr. Schmidt holds degrees from Williams
College and Harvard Business School.
John A. Hawkins John A. Hawkins has been a director of the Company since 1994 2000
Age: 38 1994. Since August 1995, Mr. Hawkins has been a managing
partner of Generation Capital Partners, L.P., a private
equity firm. From 1992 until August, 1995, Mr. Hawkins was
a general partner of various funds affiliated with Burr,
Egan, Deleage & Co. He is currently a limited partner of
various funds associated with Burr, Egan, Deleage & Co. He
was an associate at Burr, Egan, Deleage & Co. from 1987 to
1992, prior to which he was an associate with Alex. Brown &
Sons Incorporated. Mr. Hawkins is a director of P-Com,
Inc., a telecommunications company, AUNET Corp. and Dover
Pacific Computing, Inc. Mr. Hawkins holds degrees from
Harvard College and Harvard Business School.
</TABLE>
________________________
* Nominee for election as director
Committees of the Board
The Audit Committee, which consisted in 1998 of Mr. Schmidt and Mr. Jean-
Pierre Noblanc and currently consists of Messrs. Schmidt and Hawkins, is
responsible for providing the Board of Directors with an independent review of
the financial health of the Company and its financial controls and reporting.
Its primary functions are to recommend independent auditors to the Board of
Directors, review the results of the annual audit and the auditors' reports, and
ensure the adequacy of the Company's financial controls and procedures. The
Audit Committee met five times in 1998. The Compensation Committee, whose
members in 1998 were Messrs. Schmidt, Hawkins, and Roger W. Johnson from
September 22, 1998 to December 31, 1998, acts for the Board of Directors with
respect to the Company's compensation practices and their implementation. It
sets and implements the compensation of the Company's officers and administers
the Amended and Restated 1993 Stock Option Plan and the 1995 Employee Stock
Purchase Plan. The Compensation Committee held two meetings in 1998. The entire
Board of Directors functions as a nominating committee, considering nominations
submitted by the Chairman of the Board. The Board of Directors held ten
meetings during 1998, and each director attended at least 75% of all meetings of
the Board and of all committees of the Board on which he served, except Mr.
Roger W. Johnson who attended 25% of all meetings of the Board and of all
committees of the Board on which he served. Mr. Roger W. Johnson served as
Director of the Company from September 22, 1998 to December 31, 1998.
3
<PAGE>
Director Compensation
Director Fees
Non-employee directors are reimbursed for expenses incurred in attending
meetings, and they also receive $1,500 for each meeting of the Board of
Directors that they attend, plus an additional $4,000 if they attend at least
four meetings in a year. Such payments may not exceed a total of $10,000 in any
one year. Mr. Grand-Clement and Mr. Mezger, if he is re-elected to the Board of
Directors, will be the only directors who are employees of the Company, and will
not receive additional compensation for their service as directors.
1995 Director Stock Option Plan
The 1995 Director Stock Option Plan (the "Director Plan") provides that each
director who is not an employee of the Company and who is elected or re-elected
into office following the Annual Meeting of Stockholders receives an automatic
grant of options to purchase 6,000 shares of Common Stock. The options become
exercisable in increments of 2,000 shares as follows: 2,000 shares on the grant
date, and an additional 2,000 shares at each of the following two Annual
Meetings of Stockholders so long as the director remains in office. The options
expire ten years from the grant date. The exercise price of each option is the
fair market value of the Common Stock on the day immediately preceding the grant
date.
The Director Plan authorizes the grant of stock options to purchase up to a
maximum of 50,000 shares (subject to adjustment in the event of a stock split or
other recapitalization) of Common Stock. Messrs. Schmidt and Hawkins are
currently eligible to participate under the Director Plan. At the 1998 Annual
Meeting of Stockholders, Mr. Schmidt was granted an option to purchase 6,000
shares of Common Stock of the Company, at an exercise price of $5.27 per share.
Mr. Roger W. Johnson was granted an option to purchase 6,000 shares of Common
Stock of the Company, at an exercise price of $4.021 per share, when he joined
the Company's Board of Directors in September 1998. During 1998, options to
purchase 14,000 shares of the Common Stock of the Company were terminated
unexercised. In January 1998, for personal reasons, Mr. Noblanc waived the
benefit of the 6,000 options which had been granted to him in April 1996. In
addition, as Messrs. Piccino and Johnson resigned from the Board of Directors of
the Company in March 1998 and December 1998 respectively, options to purchase
4,000 shares of the Common Stock of the Company which had been granted to each
of them in April 1997 and September 1998 respectively were terminated
unexercised. As of December 31, 1998, options to purchase 14,000 shares of
Common Stock of the Company were outstanding pursuant to the Director Stock
Options Plan. Since the only director to be elected at the 1999 Annual Meeting
of Stockholders is an employee of the Company, no options will be granted under
the Director Plan at the 1999 Annual Meeting of Stockholders.
Options granted under the Director Plan are not intended to qualify as
incentive stock options under the Internal Revenue Code. The exercise of an
option under the Director Plan results in ordinary income to the director and a
corresponding deduction for the Company, in each case equal to the difference
between the option price and the fair market value of the shares on the date of
exercise.
4
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table (1)
The following table provides summary information on the cash compensation and
certain other compensation paid, awarded, or accrued by the Company and its
subsidiaries to or for the Chief Executive Officer of the Company and each of
the Company's other five most highly compensated executive officers for 1998
(collectively, the * Named Executive Officers *).
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation (1) Awards
---------------------------------------------------------
Securities
Underlying
Name and Principal Position Year Salary($) Options(#)
--------------------------- ---- --------- ----------
<S> <C> <C> <C>
Jean-Luc Grand-Clement 1998 $192,246 --
Former President, Former Chief Executive 1997 193,708 165,000
Officer, and Chairman of the Board 1996 212,502 40,000 (2)
Dieter Mezger (3) 1998 156,000 300,000
President and Chief Executive Officer 1997 10,500 --
Francis G. Courreges 1998 149,201 --
Executive Vice President 1997 150,850 77,000
1996 172,053 20,000 (2)
Michel Garcia 1998 101,728 --
Vice President, 1997 102,852 56,000
Industrial Partners 1996 107,045 15,000 (2)
Tom M. Holzel (5) 1998 122,500 --
Vice President, 1997 122,500 85,000
Marketing & Sales 1996 122,500 10,000 (2)
Jean-Jacques Louart (4) 1998 101,728 --
Vice President, 1997 64,349 68,000
Operations
</TABLE>
(1) All dollar amounts (except for amounts paid to Messrs. Mezger and Holzel)
reflect the conversion of Euros to U.S. dollars at an average conversion
rate of 0.7797, 0.8893 and 0.8992 Euros to U.S. dollars for 1996, 1997 and
1998 respectively.
(2) All of these options have been terminated unexercised as of February 21,
1997.
(3) Dieter Mezger joined the Company in March 1998 and was elected President
and Chief Executive Officer of the Company as of March 1998 and January
1999, respectively. Prior to that, Mr. Mezger was a consultant of the
Company from November 1997 to March 1998, an activity for which he received
$10,500 and $21,000 in 1997 and 1998 respectively.
(4) Jean-Jacques Louart joined the Company in May 1997.
(5) Tom M. Holzel is expected to leave the Company in April 1999.
5
<PAGE>
Stock Option Grants in Last Fiscal Year
The following table provides information on stock options granted during
1998 to the Named Executive Officers.
<TABLE>
<CAPTION>
Number of
Securities Potential Realized Value at
Underlying % of Total Exercise Assumed Annual Rates of
Options Options Granted to Price Expiration Stock Price Appreciation for
Name Granted (#) Employees in 1998 ($ / share) Date Option Term ($) (1)
---- ----------- ------------------ ----------- ----------- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
5% 10%
-- ---
Dieter Mezger 300,000(2) 67% 5.271 03/25/2008 994,471 2,520,185
</TABLE>
(1) The dollar amounts under these columns are the result of calculations at
the 5% and 10% appreciation rates set by the Securities and Exchange
Commission of a value for the Common Stock equal to the market price of the
Common Stock on the date of grant of the option. These amounts are not
intended to forecast possible future appreciation, if any, in the price of
the Common Stock.
(2) These options become exercisable as follows : 37,500 shares on March 25,
1998, 75,000 shares on July 23, 1998, 75,000 shares on January 05, 1999,
and 37,500 shares on March 25, 1999, 2000 and 2001, respectively.
Aggregated Option Exercises in Last Fiscal Year and Year-End Stock Option Values
The following table sets forth certain information concerning the unexercised
stock options as of December 31, 1998 held by the Named Executive Officers. No
options were exercised during 1998 by any Named Executive Officer.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options
Options at 12/31/98 (#) at 12/31/98 ($) (1)
------------------------------ -------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Jean-Luc Grand-Clement 521,988 189,473 941,890 88,137
Dieter Mezger 225,000 75,000 -- --
Francis Courreges 134,757 75,577 227,953 22,484
Michel Garcia 117,772 49,333 215,135 5,519
Tom Holzel 76,250 8,750 -- --
Jean-Jacques Louart -- 68,000
</TABLE>
(1) Based on the difference between the respective option exercise price and
the closing market price of the Common Stock on December 31, 1998, which
was 212/32.
6
<PAGE>
Executive Employment Agreements
Each of Messrs. Grand-Clement, Courreges, Garcia and Louart have entered into
employment agreements with the Company in substantially the same form as most
other employees of the Company. The material terms of the employment agreements
provide for employment by each individual for an indefinite period. Pursuant to
the employment agreements, each individual agrees to non-competition and non-
solicitation provisions which survive for a one-year period following
termination of employment. The employment agreements also contain obligations of
each employee concerning confidentiality and assignment of inventions and
intellectual property to the Company. Mr. Mezger is employed at will and has
signed similar non-competition and non-solicitation provisions.
Compensation Committee Report on Executive Compensation
This Compensation Committee Report describes the compensation policies
applicable to executive officers of the Company, including Mr. Grand-Clement,
the Company's Chief Executive Officer through January 1999, and Mr. Dieter
Mezger since he was elected Chief Executive Officer in January 1999.
Overall Policy. The Company's executive compensation program is designed to
be closely linked to corporate performance and returns to stockholders. To this
end, the Company has developed an overall compensation strategy and specific
compensation plan that tie a portion of executive compensation to the Company's
success in meeting specified performance goals. In addition, through the use of
stock options, the Company ensures that a part of the executives' compensation
is closely tied to appreciation in the Company's stock price. The overall
objectives of this strategy are to attract and retain the best possible
executive talent, to motivate these executives to achieve the goals inherent in
the Company's business strategy, to link executive and stockholder interests
through equity based plans and, finally, to provide a compensation package that
recognizes individual contributions as well as overall business results.
The Compensation Committee determines the compensation of the seven most
highly compensated corporate executives, including the Named Executive Officers.
The Compensation Committee takes into account the views of the Company's Chief
Executive Officer in reviewing the individual performance of these executives
(other than the Chief Executive Officer), a responsibility assumed by Mr. Grand-
Clement through 1998, and by Mr. Mezger since he was elected Chief Executive
Officer in January 1999.
The key elements of the Company's executive compensation consist of base
salary, annual bonus and stock options. The Compensation Committee's policies
with respect to each of these elements, including the bases for the compensation
awarded to Mr. Grand-Clement, are discussed below. In addition, while the
elements of compensation described below are considered separately, the
Compensation Committee takes into account the full compensation package afforded
by the Company to the individual, including insurance and other employee
benefits, as well as the programs described below.
Base Salaries. Base salaries for new executive officers are initially
determined by evaluating the responsibilities of the position held and the
experience of the individual. In making determinations regarding base salaries,
the Compensation Committee considers generally available information regarding
salaries prevailing in the industry, but does not utilize any particular indices
or peer groups.
Annual salary adjustments are determined by evaluating the financial
performance of the Company and of each executive officer, and also take into
account new responsibilities. The Compensation Committee, where appropriate,
also considers non-financial performance measures. These non-financial
performance measures may include such factors as efficiency gains, quality
improvements and improvements in relations with customers, suppliers and
employees. No particular weight is given to any of these financial or non-
financial factors.
7
<PAGE>
The determination of Mr. Grand-Clement's base salary for 1998 was based on the
overall successful development of the Company and in particular on his ability
to achieve the transition from an R&D company to a manufacturing company. Mr.
Grand-Clement was granted a base salary of $192,246 in 1998, a decrease of 1%
over his $193,708 base salary for 1997. Mr. Grand-Clement's salary is mostly
calculated and paid in Euros, however, and after taking out the effect of the
rise of the US dollar against the French franc in 1998, Mr. Grand-Clement's base
salary was unchanged in 1998 as compared to 1997. No bonus was awarded to Mr.
Grand-Clement in 1998.
Annual Bonus. The Company's executive officers are eligible for an annual
cash bonus, based primarily on achievement of the Company's overall performance.
No bonuses were awarded to the executive officers for the year ended December
31, 1998.
Stock Options. Stock options are granted to the Company's executive officers
under the Company's 1993 Stock Option Plan. Stock options are designed to align
the interests of executives with those of the stockholders. Stock options are
granted with an exercise price equal to the fair market value of the Common
Stock on the date of grant and vest over various periods of time, normally four
years. Stock option grants are designed to encourage the creation of
stockholder value over the long term since the full benefit of the compensation
package cannot be realized unless stock price appreciation is achieved, and,
once achieved, is maintained and improved upon. In determining the amount of
such grants, the Compensation Committee evaluates the job level of the
executive, responsibilities to be assumed in the upcoming year, and
responsibilities in prior years, and also takes in account the size of the
officer's awards in the past. Based on these factors and on the level of his
existing stock ownership in 1998, no Stock Options were granted to Mr. Grand-
Clement in 1998.
Policy on Deductibility of Compensation. The Internal Revenue Service has
adopted a provision limiting the income tax deduction of public companies for
certain compensation paid in a year to any executive officer named in the proxy
statement compensation tables in excess of one million dollars. No such officer
of the Company received applicable compensation at that level in 1998. At such
time as it becomes likely that the applicable compensation for a covered
executive will exceed the deductibility limit, the Compensation Committee will
consider the adoption of a policy in this regard.
Conclusion. Through the programs described above, a very significant portion
of the Company's executive compensation is linked directly to individual and
corporate performance and stock appreciation. In 1998, as in previous years, a
substantial portion of the Company's targeted executive compensation consists of
performance-based variable elements. The Compensation Committee intends to
continue the policy of linking executives compensation to Company performance
and returns to stockholders, recognizing that the ups and downs of the business
cycle from time to time may result in an imbalance for a particular period.
By the Compensation Committee,
John Hawkins,
William C. Schmidt.
8
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph shows the cumulative total stockholder return on the
Company's Common Stock over the period beginning July 18, 1995, when the
Company's Common Stock began trading publicly, and ending December 31, 1998, as
compared with that of the Nasdaq Market Index and an Industry Index, based on an
initial investment of $100 in each. Total stockholder return is measured by
dividing share price change plus dividends, if any, for each period by the share
price at the beginning of the respective period, and assumes reinvestment of
dividends. The Electronic Components, N.E.C. Index consists of 190 publicly
traded electronic components companies reporting under the same Standard
Industrial Classification Code (SIC 3670-3679) as the Company.
Comparison of cumulative Total Return of PixTech, Inc., Electronic
Components, N.E.C. Index and NASDAQ Market Index
[GRAPH APPEARS HERE]
<TABLE>
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
7/31/95 12/29/95 12/31/96 12/31/97 12/31/98
- -------------------------------------------------------------------------------------------------------------------------
PixTech, Inc. 100 127.87 50.82 30.31 31.56
- -------------------------------------------------------------------------------------------------------------------------
Electronics Components, NEC Index 100 84.37 145.86 152.92 236.43
- -------------------------------------------------------------------------------------------------------------------------
Nasdaq Market Index 100 105.65 129.94 159.45 224.51
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<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 30,000,000 shares of Common Stock, par value $.01 per share, and of
1,000,000 shares of Preferred Stock, par value $.01 per share. On February 3,
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 30,000,000 shares to 60,000,000 shares, $.01 par value per share,
resulting in the aggregate number of authorized shares of capital stock of the
Company to be increased from 31,000,000 shares to 61,000,000 shares.
As of the close of business on March 22, 1999, 15,150,329 shares of Common
Stock were issued and outstanding, leaving 14,849,671 shares of Common Stock
authorized but unissued. Of the authorized but unissued shares, the Company has
currently reserved 2,588,666 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 212,500 shares following the exercise of
warrants. In addition, in December 1998, the Company issued 367,269 shares of
Series E Preferred Stock (the "Series E Stock"), at a price of $22.5313 per
share, to certain institutional investors and 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
March 22, 1999, the Series E Stock would have been convertible into 4,124,981
shares of Common Stock thus requiring the Company to reserve 6,187,471 shares of
the remaining authorized but unissued shares. In addition, the Company issued a
$5 million convertible note in 1997. This loan is convertible, starting in April
1999, 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 March 22, 1999, the
convertible note would have been convertible into 3,077,302 shares of Common
Stock of the Company. Therefore, on March 22, 1999, out of the 30,000,000
authorized shares of Common Stock, 2,733,732 shares were available for issuance
by the Company.
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 equity financings.
The availability of additional shares of Common Stock for issue, without the
delay and expense of obtaining the approval of stockholders at a special
meeting, will afford the Company greater flexibility in taking these corporate
actions.
10
<PAGE>
In addition, the Company has entered into a definitive agreement to purchase
substantially all of the equipment and other tangible assets and certain
contract rights of Micron Technology, Inc. relating to field emission displays
(the "Micron Transaction"). Pursuant to the Micron Transaction, the Company
would issue 7,133,562 shares of the Company's Common Stock and a warrant to
purchase 310,000 shares of the Company's Common Stock at an exercise price of
approximately $2.25 per share. In order to issue such number of shares, the
Company's Restated Certificate of Incorporation must be amended to increase the
number of authorized shares of capital stock of the Company. Stockholder
approval of the proposed amendment to the Company's Restated Certificate of
Incorporation is a condition to Micron's obligation to consummate the Micron
Transaction. The Board of Directors believes that the Micron Transaction may
benefit the Company in numerous ways, including : (i) the acceleration of
research and development programs, especially in the area of new product
development, including the development of color and large size displays, (ii) an
expanded intellectual property protection on field emission display technology
through a ten year world-wide royalty-free license under all of Micron's 406
field emission display specific patents and field emission display specific
patent applications (iii) the potential availability of additional research and
development funding, from existing and future US government contracts and from
potential cooperation agreements with major CRT manufacturers, (iv) the
opportunity to use a portion of Micron's equipment to support increase in the
Company's manufacturing capacity, and (v) the anticipation of future fund
raisings from investors because of an expected enhanced competitive position of
the Company resulting from several factors including Micron becoming the
Company's largest shareholder, the Company's US presence being significantly
improved, and the Company taking advantage of consolidation in the field
emission display industry.
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.
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 sixty-one Million
(61,000,000) shares of capital stock, which shall be divided into sixty
million (60,000,000) 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").
11
<PAGE>
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 31,000,000 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.
===
12
<PAGE>
PROPOSAL TO AMEND THE 1993 STOCK OPTION PLAN
1993 Stock Option Plan
General
The Company's Amended and Restated 1993 Stock Option Plan (the "Option Plan")
was readopted by the Board of Directors on May 9, 1995 and by the stockholders
on May 19, 1995. The purpose of the Option Plan is to attract and retain key
employees and consultants of the Company and its affiliates. The Option Plan
provides for the grant of incentive and nonstatutory stock options (the
"Options") to employees and consultants of the Company and its affiliates
("Eligible Persons").
Currently, Options may be granted under the Option Plan for up to a total of
2,656,372 shares of Common Stock (subject to adjustment for stock splits and
similar capital changes) to employees of the Company and, in the case of
nonstatutory Options, to consultants (other than French consultants, pursuant to
French tax law) of the Company or any Affiliate (as defined in the Option Plan)
capable of contributing to the Company's performance.
As of March 1st , 1999, approximately 149 employees were eligible to
participate in the Option Plan and options to purchase an aggregate of 3,269,276
shares of Common Stock had been granted. Of these, Options to purchase 953,778
shares had been canceled, 167,706 had been exercised and options to purchase
2,147,792 shares remained outstanding, leaving 340,874 shares available for new
Options under the Option Plan.
Administration and Eligibility
Awards are made by the Compensation Committee which has been designated by the
Board of Directors to administer the Option Plan. The Compensation Committee
may delegate to one or more officers the power to make awards under the Option
Plan to persons other than officers of the Company who are subject to the
reporting requirements of Section 16 of the Securities Exchange Act of 1934 (the
"Exchange Act").
Options under the Option Plan are granted at the discretion of the
Compensation Committee which determines the recipients and establishes the terms
and conditions of each award, including the exercise price, the form of payment
of the exercise price, the number of shares subject to Options and the time at
which such Options become exercisable. However, the exercise price of any
incentive stock option granted under the Option Plan may not be less than the
fair market value of the Common Stock on the date of grant.
Proposed Amendment to the Option Plan
The Board of Directors has voted, subject to the approval of the stockholders,
to increase the aggregate number of shares of Common Stock that may be subject
to grants under the Option Plan by 2,500,000, from 2,656,372 to 5,156,372,
subject to adjustment for stock splits, stock dividends and certain transactions
affecting the Company's capital stock. The Company believes that this increase
is necessary and appropriate for the following reasons:
. As of December 31, 1998, the exercise prices of most of the stock options
outstanding and exercisable under the Option Plan were above the Company's
stock price, thus limiting the ability of the Option Plan to retain qualified
employees. The Company's policy is to grant new stock options to its employees
in order to attract and retain key employees. The Company will be unable to
continue to follow this policy if there is an insufficient number of shares
available under the Option Plan.
13
<PAGE>
. The Micron Transaction, more fully described in the section of this proxy
statement entitled "AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK",
requires the Company to grant Options to acquire approximately 850,000 shares
of the Company's Common Stock to Micron employees who will become employees
and consultants of the Company. Since the number of shares currently available
under the Company's Option Plan is insufficient for the Company to meet this
obligation, stockholder approval of the proposed amendment to the Company's
Option Plan is a condition to Micron's obligation to consummate the Micron
Transaction. The Board of Directors believes that the Micron Transaction will
benefit the Company for the reasons described in the section of this proxy
statement entitled "AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK".
United States Federal Income Tax Consequences Relating to Stock Options
The following is a description of the tax consequences relating to stock
options under United States tax law. Individuals subject to taxation in any
other country should consult their own tax advisors regarding the tax
consequences relating to the exercise of stock options and the sale of shares
acquired upon the exercise of such options.
Incentive Stock Options. An optionee does not realize taxable income upon the
grant or exercise of an incentive stock option ("ISO") under the Option Plan.
If no disposition of shares issued to an optionee pursuant to the exercise of
an ISO is made by the optionee within two years from the date of grant or within
one year from the date of exercise, then (a) upon sale of such shares, any
amount realized in excess of the option price (the amount paid for the shares)
is taxed to the optionee as long-term capital gain and any loss sustained will
be a long-term capital loss and (b) no deduction is allowed to the Company for
Federal income tax purposes. The exercise of ISOs gives rise to an adjustment
in computing alternative minimum taxable income that may result in alternative
minimum tax liability for the optionee.
If shares of Common Stock acquired upon the exercise of an ISO are disposed of
prior to the expiration of the two-year or one-year holding periods described
above (a "disqualifying disposition") then (a) the optionee realizes ordinary
income in the year of disposition in an amount equal to the excess (if any) of
the fair market value of the shares at exercise (or, if less, the amount
realized on a sale of such shares) over the option price thereof and (b) the
Company is entitled to deduct such amount. Any further gain realized is taxed
as a short-term or long-term capital gain and does not result in any deduction
to the Company. A disqualifying disposition in the year of exercise will
generally avoid the alternative minimum tax consequences of the exercise of an
ISO.
Nonstatutory Stock Options. No income is realized by the optionee at the time
a nonstatutory option is granted. Upon exercise, (a) ordinary income is
realized by the optionee in an amount equal to the difference between the option
price and the fair market value of the shares on the date of exercise and (b)
the Company receives a tax deduction for the same amount. Upon disposition of
the shares, appreciation or depreciation after the date of exercise is treated
as a short-term or long-term capital gain or loss and will not result in any
deduction by the Company.
Votes Required
The affirmative vote of the holders of a majority in interest of the Common
Stock present, or represented, and entitled to vote at the meeting is required
to approve the proposed amendment to the Option Plan. Broker non-votes will not
be counted as present or represented for this purpose. Abstentions will be
counted as present and entitled to vote and, accordingly, will have the effect
of a negative vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
===
14
<PAGE>
PROPOSAL TO ISSUE SECURITIES
As described in the section of this proxy statement entitled "AMENDMENT OF THE
COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF CAPITAL STOCK", the Company has entered into a definitive
agreement to purchase substantially all of the equipment and other tangible
assets and certain contract rights of Micron relating to field emission
displays. Pursuant to the Micron Transaction, the Company would issue 7,133,562
shares of the Company's Common Stock and a warrant to purchase 310,000 shares of
the Company's Common Stock at an exercise price of approximately $2.25 per
share. After the issuance of these shares of the Company's Common Stock, Micron
will be a holder of approximately 32% of the Company's outstanding Common Stock.
Our Common Stock is traded on the Nasdaq National Market and Easdaq and we are
thus governed by certain Nasdaq and Easdaq rules. Pursuant to Nasdaq rules, the
Company's stockholders are required to approve an issuance of more than 20% of
the number of shares of Common Stock outstanding before the issuance. In order
to issue such number of shares to Micron, stockholder approval must be obtained.
Stockholder approval of the proposed issuance is a condition to Micron's
obligation to consummate the Micron Transaction. As previously stated, the
Board of Directors believes that the Micron Transaction may benefit the Company
in numerous ways, including: (i) the acceleration of research and development
programs, especially in the area of new product development, including the
development of color and large size displays, (ii) an expanded intellectual
property protection on field emission display technology through a ten year
world-wide royalty-free license under all of Micron's 406 field emission display
specific patents and field emission display specific patent applications (iii)
the potential availability of additional research and development funding, from
existing and future US government contracts and from potential cooperation
agreements with major CRT manufacturers, (iv) the opportunity to use a portion
of Micron's equipment to support increase in the Company's manufacturing
capacity, and (v) the anticipation of future fund raisings from investors
because of an expected enhanced competitive position of the Company resulting
from several factors including Micron becoming the Company's largest
shareholder, the Company's US presence being significantly improved, and the
Company taking advantage of consolidation in the field emission display
industry.
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 issue the shares to Micron. For purposes of the vote to issue the
shares to Micron, abstentions and broker non-votes are treated as votes against
the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
===
15
<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 a 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.
16
<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 March 10, 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 named in
the Summary Compensation Table, (iii) the directors and nominees for election as
directors of the Company, and (iv) all current executive officers and directors
of the Company as a group:
Common Stock
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned (1)
------------------------------------------------
Beneficial Owner Shares Percent of
Class
- ---------------------------------------------------------------- ----------------------- ----------------
<S> <C> <C> <C>
The Kaufmann Fund, Inc. 1,678,169 (2) 11.1%
140 East 45th Street
43rd floor
New York, NY 10017
United Microelectronics Corp. 1,111,111 7.3%
2F, NO. 76 SEC 2, Tunhwa S. RD.,
Taipei, Taiwan, R.O.C.
CEA Industrie 793,656 5.2%
31-33 rue de la Federation
75752 Paris Cedex 15 France
Jean-Luc Grand-Clement 715,289 (3) 4.5%
Dieter Mezger 225,000 (4) 1.5%
Francis G. Courreges 157,334 (5) 1.0%
Michel Garcia 131,366 (6) *
Tom M. Holzel 77,500 (7) *
John A. Hawkins 6,000 (8) *
William C. Schmidt 4,000 (9) *
All directors and executive officers 1,363,196 (10) 8.3%
as a group (9 persons)
</TABLE>
* 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 March 10, 1999.
(2) Consists of 1,678,169 shares of Common Stock (information as of April 15,
1998). In addition, The Kaufmann Fund, Inc. holds 266,297 Series E
Preferred Stock which are convertible into Common Stock starting June 1999.
As of March 10, 1999, these Series E Preferred Stock would have been
convertible into 2,990,922 shares of Common Stock (See Series E Preferred
Stock chart below).
(3) Includes 53,605 shares held by Mr. Grand-Clement's wife and 590,578 shares
of Common Stock subject to options exercisable as of March 10, 1998 or
within 60 days thereafter, of which 6,617 shares are subject to options held
by Mr. Grand-Clement's wife.
17
<PAGE>
(4) Consists of 225,000 shares of Common Stock subject to options exercisable as
of March 10, 1999 or within 60 days thereafter.
(5) Includes 153,334 shares of Common Stock subject to options exercisable as of
March 10, 1999 or within 60 days thereafter.
(6) Includes 123,605 shares of Common Stock subject to options exercisable as of
March 10, 1999 or within 60 days thereafter.
(7) Consists of 77,500 shares of Common Stock subject to options exercisable as
of March 10, 1999 or within 60 days thereafter.
(8) Consists of 6,000 shares of Common Stock subject to an option exercisable as
of March 10, 1999 or within 60 days thereafter. Mr. John A. Hawkins, a
director of the Company, is a limited partner of Alta V Limited Partnership
and disclaims beneficial ownership of all 572,916 shares held by Alta V
Limited Partnership and Customs House Partners, except to the extent of his
proportionate pecuniary interests therein.
(9) Consists of 6,000 shares of Common Stock subject to an option exercisable as
of March 10, 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..
(10) Excludes shares, as to which beneficial ownership is disclaimed, described
in footnotes (8)-(9). Includes 1,225,017 shares of Common Stock subject to
options exercisable as of March 10, 1999 or within 60 days thereafter.
Series E Preferred Stock
<TABLE>
<CAPTION>
Shares of Series E Preferred Stock
Beneficially Owned
------------------------------------------------
Percent of
Beneficial Owner Shares Class
- --------------------------------------- ----------------------- ----------------
<S> <C> <C>
The Kaufmann Fund, Inc. 266,297(1) 72.5%
140 East 45th Street
43rd floor
New York, NY 10017
Citadel Investment Group, L.L.C. 88,766(2) 24.2%
225 West Washington Street
Chicago, Illinois 60606
</TABLE>
(1) The 266,297 shares of Series E Preferred Stock are convertible into shares
of Common Stock starting June 22 1999. As of March 10, 1999, these Series E
Preferred Stock would have been convertible into 2,990,922 shares of Common
Stock. In addition, the Kaufmann Fund, Inc. holds 1,678,169 shares of
Common Stock of the Company (See Common Stock chart above). As of March 10,
1999, the Kaufmann Fund, Inc. holds 4,669,091 shares of Common Stock on a
as-converted basis.
(2) The 88,766 shares of Series E Preferred Stock are convertible into shares of
Common Stock starting June 1999. As of March 10, 1999, these Series E
Preferred Stock would have been convertible into 996,974 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
March 10, 1999, Citadel Investment Group, L.L.C. holds 1,333,676 shares of
Common Stock on a as-converted basis.
18
<PAGE>
SECURITIES EXCHANGE ACT REPORTING
The Company's executive officers and directors are required under Section
16(a) of the Exchange Act to file reports of ownership of Company securities and
changes in ownership with the Securities and Exchange Commission. Copies of
those reports must also be furnished to the Company.
Based solely on a review of the copies of reports furnished to the Company and
written representations that no other reports were required, the Company
believes that during 1998 the executive officers and directors of the Company
complied with all applicable Section 16(a) filing requirements.
INFORMATION CONCERNING AUDITORS
The firm of Ernst & Young independent accountants, has audited the Company's
accounts since the inception of the Company and will do so for 1999.
Representatives of Ernst & Young have been invited to attend the Annual Meeting.
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 November 23, 1999.
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.
The sections entitled "Management's Discussion and Analysis of Financial
Condition and Results", "Financial Statements and Supplementary Data" and
"Quantitative and Qualitative Disclosures About Market Risk" in the Company's
Annual Report for the fiscal year ending December 31, 1998 are incorporated
herein by reference.
IN ADDITION TO THE COMPANY'S ANNUAL REPORT, WHICH HAS BEEN MAILED TO
STOCKHOLDERS, ANY HOLDER OR BENEFICIAL OWNER OF THE COMPANY'S COMMON STOCK MAY
OBTAIN A COPY OF THE COMPANY'S FORM 10-K FOR THE FISCAL YEAR ENDING DECEMBER 31,
1998, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. WRITTEN REQUESTS
FOR COPIES OF THE COMPANY'S FORM 10-K SHOULD BE ADDRESSED TO YVES MOREL, CHIEF
FINANCIAL OFFICER, AVENUE OLIVIER PERROY, ZONE INDUSTRIELLE DE ROUSSET, 13790
ROUSSET, FRANCE.
19
<PAGE>
Front of Card:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PIXTECH, INC.
PROXY FOR THE ANNUAL METING OF STOCKHOLDERS APRIL 27, 1999
The undersigned stockholder of PixTech, Inc. (the "Company") hereby appoints
Jean-Luc Grand-Clement, Dieter Mezger, Yves Morel, Michael 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 Annual meeting of Stockholders of the Company to be held on April 27, 1999,
and at all adjournments thereof, hereby revoking any proxy heretofore given with
respect to such shares.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
Back of Card:
A [X] Please mark your
votes as in this
example.
1. Proposal to elect Dieter Mezger as Director.
FOR WITHHELD
[ ] [ ]
2. Proposal to amend the Restated Certificate of Incorporation of the Company
to increase the authorized number of shares of Capital Stock to 61,000,000
shares.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Proposal to amend the Company's Amended and Restated 1993 Stock Option Plan
to increase the number of shares of Common Stock available under such plan to
5,156,372 shares.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
<PAGE>
4. Proposal to issue shares of the Company's Common Stock in connection with
the purchase of substantially all of the equipment and other tangible assets of
Micron Technology, Inc. relating to field emission displays.
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 proposals 1, 2 and 3. 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>
PixTech, Inc.
Amended and Restated 1993 Stock Option Plan
As adopted by the Board of Directors on May 9, 1995,
approved by the Stockholders on May 19, 1995.
As amended by the Board of Directors on February , 1997,
approved by the Stockholders on March 24, 1997.
As amended by the Board of Directors on February 3, 1999,
approved by the Stockholders on April 27, 1999.
This 1993 Stock Option Plan (the "Plan") is intended to encourage ownership of
Common Stock, $.01 par value (the "Stock") of Pixtech, Inc. (the "Company") by
its officers, employees and consultants so as to provide additional incentives
to promote the success of the Company through the grant of Incentive Stock
Options and Nonstatutory Stock Options (as such terms are defined in Section
3(a) below (collectively, "Options").
1. Administration of the Plan.
--------------------------
The administration of the Plan shall be under the general supervision of any
committee of the Board appointed by the Board to administer the Plan, the
members of which are `Non-Employee Directors' within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended, or any successor
provision (the "Rule") to the extent necessary to comply with the Rule (the
"Compensation Committee"). Within the limits of the Plan, the Compensation
Committee shall determine the individuals to whom, and the times at which,
Options shall be granted, the type of Option to be granted, the duration of each
Option, the price and method of payment for each Option, and the time or times
within which (during its term) all or portions of each Option may be exercised.
The Compensation Committee may establish such rules as it deems necessary for
the proper administration of the Plan, make such determinations and
interpretations with respect to the Plan and Options granted under it as may be
necessary or desirable and include such further provisions or conditions in
Options granted under the Plan as it deems advisable. To the extent permitted
by law, the Compensation Committee may delegate its authority under the Plan to
a sub-committee of the Compensation Committee.
2. Shares Subject to the Plan.
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(a) Number and Type of Shares. The aggregate number of shares of Stock of
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the Company which may be optioned under the Plan is 5,156,372 shares. In the
event that the Compensation Committee in its discretion determines that any
stock dividend, split-up, combination or reclassification of shares,
recapitalization or other similar capital change affects the Stock such that
adjustment is required in order to preserve the benefits or potential benefits
of the Plan or any Option granted under the Plan, the maximum aggregate number
and kind of shares or securities of the Company as to which Options may be
granted under the Plan and as to which Options then outstanding shall be
exercisable, and the option price of such Options, shall be appropriately
adjusted by the Compensation Committee (whose determination shall be conclusive)
so that the proportionate number of shares or other securities as to which
Options
<PAGE>
may be granted and the proportionate interest of holders of outstanding Options
shall be maintained as before the occurrence of such event.
(b) Effect of Certain Transactions. In the event of a consolidation or
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merger of the Company with another corporation, or the sale or exchange of all
or substantially all of the assets of the Company, or a reorganization or
liquidation of the Company, each holder of an outstanding Option shall be
entitled to receive upon exercise and payment in accordance with the terms of
the Option the same shares, securities or property as he would have been
entitled to receive upon the occurrence of such event if he had been,
immediately prior to such event, the holder of the number of shares of Stock
purchasable under his Option; provided, however, that in lieu of the foregoing
the Board of Directors of the Company (the "Board") may upon written notice to
each holder of an outstanding Option provide that such Option shall terminate on
a date not less than 20 days after the date of such notice unless theretofore
exercised. In connection with such notice, the Board may in its discretion
accelerate or waive any deferred exercise period.
(c) Restoration of Shares. If any Option expires or is terminated
---------------------
unexercised or is forfeited for any reason or settled in a manner that results
in fewer shares outstanding than were initially awarded, including without
limitation the surrender of shares in payment of the Option exercise price or
any tax obligation thereon, the shares subject to such Option or so surrendered,
as the case may be, to the extent of such expiration, termination, forfeiture or
decrease, shall again be available for granting Options under the Plan, subject,
however, in the case of Incentive Stock Options, to any requirements under the
Code (as defined below).
(d) Reservation of Shares. The Company shall at all times while the Plan is
---------------------
in force reserve such number of shares of Stock as will be sufficient to satisfy
the requirements of the Plan. Shares issued under the Plan may consist in whole
or in part of authorized but unissued shares or treasury shares.
3. Grant of Options; Eligible Persons
----------------------------------
(a) Types of Options. Options shall be granted under the Plan either as
----------------
incentive stock options ("Incentive Stock Options"), as defined in Section 422
of the Internal Revenue Code of l986, as amended (the "Code") or as Options
which do not meet the requirements of Section 422 ("Nonstatutory Stock
Options"). Options may be granted from time to time by the Compensation
Committee, within the limits set forth in Sections l and 2 of the Plan, to all
employees of the Company or of any parent corporation or subsidiary corporation
of the Company (as defined in Sections 424(e) and (f), respectively, of the
Code), and, with regard to Nonstatutory Stock Options, to all employees and
consultants of the Company or of any such parent corporation or subsidiary
corporation.
(b) Date of Grant. The date of grant for each Option shall be the date on
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which it is approved by the Compensation Committee, or such later date as the
Compensation Committee may specify. No Options shall be granted hereunder after
ten years from the date on which the Plan was approved by the Board.
<PAGE>
(c) Automatic Awards. The Compensation Committee may provide for the
----------------
automatic award of an Option upon the delivery of shares to the Company in
payment of an Option for up to the number of shares so delivered.
4. Form of Options.
---------------
Options granted hereunder shall be evidenced by a writing delivered to the
optionee specifying the terms and conditions thereof and containing such other
terms and conditions not inconsistent with the provisions of the Plan as the
Compensation Committee considers necessary or advisable to achieve the purposes
of the Plan or comply with applicable tax and regulatory laws and accounting
principles. The form of such Options may vary among optionees.
5. Option Price.
------------
In the case of Incentive Stock Options, the price at which shares may from
time to time be optioned shall be determined by the Compensation Committee,
provided that such price shall not be less than the fair market value of the
Stock on the date of granting as determined in good faith by the Compensation
Committee; and provided further that no Incentive Stock Option shall be granted
to any individual who is ineligible to be granted an Incentive Stock Option
because his ownership of stock of the Company or its parent or subsidiary
corporations exceeds the limitations set forth in Section 422(b)(6) of the Code
unless such option price is at least ll0% of the fair market value of the Stock
on the date of grant.
In the case of Nonstatutory Stock Options, the price at which shares may from
time to time be optioned shall be determined by the Compensation Committee.
The Compensation Committee may in its discretion permit the option price to be
paid in whole or in part by a note or in installments or with shares of Stock of
the Company or such other lawful consideration as the Compensation Committee may
determine.
6. Term of Option and Dates of Exercise.
------------------------------------
(a) Exercisability. The Compensation Committee shall determine the term of
--------------
all Options, the time or times that Options are exercisable and whether they are
exercisable in installments; provided, however, that the term of each non-
statutory stock option granted under the Plan shall not exceed a period of
eleven years from the date of its grant and the term of each Incentive Stock
Option granted under the Plan shall not exceed a period of ten years from the
date of its grant, provided that no Incentive Stock Option shall be granted to
any individual who is ineligible to be granted such Option because his ownership
of stock of the Company or its parent or subsidiary corporations exceeds the
limitations set forth in Section 422(b)(6) of the Code unless the term of his
Incentive Stock Option does not exceed a period of five years from the date of
its grant. In the absence of such determination, the Option shall be
exercisable at any time or from time to time, in whole or in part, during a
period of ten years from the date of its grant or, in the case of an Incentive
Stock Option, the maximum term of such Option.
(b) Effect of Disability, Death or Termination of Employment. The
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Compensation Committee shall determine the effect on an Option of the
disability, death, retirement or other termination of employment of an optionee
and the extent to which, and
<PAGE>
during the period which, the optionee's estate, legal representative, guardian,
or beneficiary on death may exercise rights thereunder. Any beneficiary on death
shall be designated by the optionee, in the manner determined by the
Compensation Committee, to exercise rights of the optionee in the case of the
optionee's death.
(c) Other Conditions. The Compensation Committee may impose such conditions
----------------
with respect to the exercise of Options, including conditions relating to
applicable federal or state securities laws, as it considers necessary or
advisable.
(d) Withholding. The optionee shall pay to the Company, or make provision
-----------
satisfactory to the Compensation Committee for payment of, any taxes required by
law to be withheld in respect of any Options under the Plan no later than the
date of the event creating the tax liability. In the Compensation Committee's
discretion, such tax obligations may be paid in whole or in part in shares of
Stock, including shares retained from the exercise of the Option creating the
tax obligation, valued at the fair market value of the Stock on the date of
delivery to the Company as determined in good faith by the Compensation
Committee. The Company and any parent corporation or subsidiary corporation of
the Company (as defined in Sections 424(e) and (f), respectively, of the Code)
may, to the extent permitted by law, deduct any such tax obligations from any
payment of any kind otherwise due to the optionee.
(e) Amendment of Options. The Compensation Committee may amend, modify or
--------------------
terminate any outstanding Option, including substituting therefor another Option
of the same or different type, changing the date of exercise or realization and
converting an Incentive Stock Option to a Nonstatutory Stock Option, provided
that the optionee's consent to such action shall be required unless the
Compensation Committee determines that the action, taking into account any
related action, would not materially and adversely affect the optionee.
7. Limitations on Transferability.
------------------------------
Options granted under the Plan shall not be transferable by the recipient
otherwise than by will or the laws of descent and distribution, and are
exercisable, during such person's lifetime, only by such person or by such
person's guaradian or legal representative; provided that the Compensation
Committee may in its discretion waive such restrictions in any particular case.
8. No Right to Employment.
----------------------
No persons shall have any claim or right to be granted an Option, and the
grant of an Option shall not be construed as giving an optionee the right to
continued employment. The Company expressly reserves the right at any time to
dismiss an optionee free from any liability or claim under the Plan, except as
specifically provided in the applicable Option.
9. No Rights as a Shareholder.
--------------------------
Subject to the provisions of the applicable Option, no optionee or any person
claiming through an optionee shall have any rights as a shareholder with respect
to any shares of Stock to be distributed under the Plan until he or she becomes
the holder thereof.
10. Amendment or Termination.
------------------------
<PAGE>
The Board may amend or terminate the Plan at any time, provided that no
amendment shall be made without stockholder approval if such approval is
necessary to comply with any applicable tax or regulatory requirement.
11. Stockholder Approval.
--------------------
The Plan is subject to approval by the stockholders of the Company by the
affirmative vote of the holders of a majority of the shares of capital stock of
the Company entitled to vote thereon and present or represented at a meeting
duly held in accordance with the laws of the State of Delaware, or by any other
action that would be given the same effect under the laws of such jurisdiction,
which action in either case shall be taken within twelve (12) months from the
date the Plan was adopted by the Board. In the event such approval is not
obtained, all Options granted under the Plan shall be void and without effect.
12. Governing Law.
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The provisions of the Plan shall be governed by and interpreted in accordance
with the laws of Delaware.
