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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 19, 1999
PIXTECH, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-26380 04-3214691
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
Avenue Olivier Perroy, 13790 Rousset, France
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
011-33-4-42-29-10-00
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Item 5. Other Events.
On March 19, 1999, PixTech, Inc. (the "Company"), and Micron Technology,
Inc. ("Micron") entered into an Acquisition Agreement (the "Agreement"). A press
release relating thereto is attached hereto as an exhibit.
Pursuant to the Agreement, PixTech will purchase substantially all of
Micron's display division's assets and liabilities for an aggregate of 7,133,562
shares of the Company's Common Stock and a warrant to purchase 310,000 shares of
the Company's Common Stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press Release issued by the Company on March 19, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
March 24, 1999 PIXTECH, INC.
By: /s/ Yves Morel
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Yves Morel
Chief Financial Officer
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EXHIBIT INDEX
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99.1 Press Release issued by the Company on March 19, 1999.
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Exhibit 99.1
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PixTech to Acquire Display Division of Micron Technology, Inc.
Micron Technology to Become 32% Shareholder of PixTech
SANTA CLARA, Calif., and BOISE, Idaho, March 19 /PRNewswire/ -- PixTech,
Inc. (Nasdaq: PIXT) and Micron Technology, Inc. (NYSE: MU) today announced the
signing of a definitive agreement for PixTech to acquire substantially all of
Micron's Display Division located in Boise, Idaho.
Under the terms of the agreement, in exchange for the transfer of certain
assets (including manufacturing equipment and $4.35 million in cash) and
liabilities to PixTech, Micron will receive approximately 7.134 million shares
of PixTech's common stock and warrants to purchase an additional 310,000 shares
of PixTech's common stock at an exercise price of approximately $2.25. As a
result of this transaction, Micron will hold approximately 32% of PixTech's
outstanding shares of Common Stock. The transaction is expected to reduce
Micron's second quarter earnings per share by approximately $0.03.
The agreement is contingent upon approval of the Federal Trade Commission
and approval of PixTech's stockholders to increase the number of shares of
Common Stock authorized for issuance by the Pixtech Board of Directors and to
issue shares of PixTech's stock to Micron in this transaction, as well as
customary closing conditions. The transaction is expected to close shortly
after PixTech's annual shareholders' meeting, which is scheduled for April 27,
1999.
"Field Emission Displays (FEDs) continue to have the potential to be
superior to other flat panel displays in the industry," said Dieter Mezger, CEO
and President of PixTech. "However, to succeed, we have to aggressively pursue
additional talent and resources. Combining the resources of Micron's Display
Division with PixTech's leadership technology is a real win-win situation. This
combination also creates a U.S. based research and development organization
devoted solely to FED. Our 15" team in Santa Clara is expected to move to the
new Boise, Idaho location. Our Santa Clara location will remain for executive
management as well as sales and marketing. We look forward to working with the
Micron Display team."
"This is a good way to leverage both companies' strengths," said Steve
Appleton, Chairman, CEO, and President of Micron Technology, Inc. "We believe
that the combination of PixTech and our display division provides the best
potential for Micron's return on its R&D investment. We look forward to working
with the PixTech team as they continue advancing FED technology and products in
the Idaho facility currently used by Micron Display."
Francis Courreges, PixTech Executive Vice President, said, "Being first to
market in FED hasn't happened without making some tough technology option
choices. Low voltage (less than 1,500 volts) is the shortest path to cost
competitive medium size (3" to 8") products on the market. For desktop and
large size displays, it is a different equation that leads to FEDs with anode
voltages in the range from 3 to 6 kV. Micron's Display Division has developed
unique technologies in the areas of spacers, anode face plate and glass sealing
techniques that should allow us to make big strides toward the introduction of
desktop FEDs."
"In addition, the transaction will significantly strengthen PixTech's
patent position. Upon the closing, we will have a license to Micron's FED
patents. PixTech will then be in a unique position to use some or all FED
technology developed by not less than 10 FED organizations," said Courreges.
Dave Cathey, who is currently Vice President and General Manager of
Micron's Display Division and will be appointed as an observer to the PixTech
Board of Directors, said, "The synergies created by integrating the talents,
technologies, and resources of Pixtech and Micron's Display Division are
impressive. Pixtech and Micron were the first two companies in the world to
demonstrate color video FED displays. Combining our talents will enhance the
commercialization of FED products. I am excited about the future of our great
Boise team within Pixtech."
About PixTech, Inc.
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PixTech designs, develops and manufactures field emission displays (FEDs),
a new type of flat-panel display. The Company operates a flat-panel display
pilot manufacturing facility in Montpellier, France, and an R&D facility and
sales office in Santa Clara, California. PixTech is currently developing high-
volume manufacturing capabilities for its FEDs in Taiwan under a contract
manufacturing arrangement with Unipac, a Taiwanese AM-LCD manufacturer. PixTech
has also established a marketing partnership with Sumitomo Corporation, its
exclusive distributor in Japan. More information is available from the
Company's web site at www.pixtech.com.
About Micron Technology, Inc.
Micron Technology, Inc., and its subsidiaries manufacture and market DRAMs,
very fast SRAMs, Flash, other semiconductor components, memory modules, graphics
accelerators, personal computer systems, and radio frequency identification
(RFID) products. Micron's common stock is traded on the New York Stock Exchange
(NYSE) under the symbol MU. To learn more about Micron Technology, Inc., visit
its Web site at www.micron.com.
Statements that are not historical facts, including statements about
PixTech's confidence and strategies, the timing of its manufacturing plans with
Unipac, and its distribution agreement with Sumitomo, the development of new or
existing products, technologies and opportunities, marked demand or acceptance
of new or existing products are forward-looking statements that involve risks
and uncertainties. These uncertainties include but are not limited to, the risk
associated with transitioning to high volume manufacturing of FED displays at
Unipac, product demand and market acceptance risks, commitment of Unipac and/ or
of PixTech licensees, ability of the Company to grant other licenses under FED
technology, validity and enforceability of PixTech's patent rights, infringement
by PixTech of other patent rights, impact of competitive product and prices,
product development, commercialization or technological delays or difficulties,
trade, legal, social and economic risks detailed in PixTech's Securities and
Exchange Commission filing including its form 10-K for the year 1997 and any
subsequent filings.
