SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PIXTECH, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3214691
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation)
AVENUE OLIVIER PERROY, 13790 ROUSSET, FRANCE, 011 33 4-42-29-10-00 AND
2700 AUGUSTINE DRIVE, SUITE 255, SANTA CLARA, CA 95054
(Address of Principal Executive Offices)
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
(Full Title of the Plan)
MARIE BOEM, CHIEF FINANCIAL OFFICER
PIXTECH, INC.
AVENUE OLIVIER PERROY, 13790 ROUSSET, FRANCE
011-33-4-42-29-10-00
(Name, Address and Telephone Number of Agent for Service)
with copies to:
MICHAEL LYTTON, ESQ.
MARC A. RUBENSTEIN, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of securities to Amount to be offering price per aggregate offering Amount of
be registered registered share(1) price(1) registration fee
------------------------------------ -------------------- -------------------- -------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 6,000,000 shares (2) $ 2.125 $ 12,750,000 $ 3,366
------------------------------------ -------------------- -------------------- -------------------- -----------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
and computed pursuant to Rule 457(h) based upon the average of the high and low
prices on November 6, 2000 as reported by the Nasdaq National Market.
(2) This registration statement registers an additional 6,000,000 shares
under the Amended and Restated 1993 Stock Option Plan, under which 5,072,114
shares have previously been registered (SEC File Nos. 33-98384, 333-52651 and
333-81357).
<PAGE>
STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION
STATEMENT.
Pursuant to Instruction E to Form S-8, the contents of: (i) the Registrant's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Commission") on October 20, 1995 (File No. 33-98384) relating
to the registration of 1,772,114 shares of the Registrant's common stock, $0.01
par value per share (the "Common Stock"), (ii) the Registrant's Registration
Statement on Form S-8 filed with the Commission on May 14, 1998 (File No.
333-52651) relating to the registration of 800,000 shares of Common Stock, and
(iii)the Registrant's Registration Statement on Form S-8 filed with the
Commission on June 23, 1999 (File No. 333-81357) relating to the registration of
2,500,000 shares of Common Stock authorized for issuance pursuant to the
Registrant's Amended and Restated 1993 Stock Option Plan (the "Plan"), are
incorporated by reference in their entirety in this Registration Statement,
except as to the items set forth below. This Registration Statement provides
for the registration of an additional 6,000,000 shares of the Registrant's
Common Stock to be issued pursuant to the Plan.
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
See Exhibit Index on page 6.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the registration statement;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling period in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara of the State of California, on this 6th
day of November, 2000.
PIXTECH, INC.
By: /s/ Dieter Mezger
-------------------------------------
Dieter Mezger
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of PixTech, Inc., hereby
severally constitute and appoint Dieter Mezger, Marie Boem and Marc A.
Rubenstein, and each of them singly, our true and lawful attorneys-in-fact, with
full power to them in any and all capacities, to sign any and all amendments to
this Registration Statement on Form S-8 (including any post-effective amendments
thereto), and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
-------------------------- -------------------------------------- ----------------
<S> <C> <C>
/s/ Dieter Mezger President and Chief Executive Officer November 6, 2000
--------------------------
Dieter Mezger (Principal Executive Officer) and
Director
/s/ Jean-Luc Grand-Clement Chairman of the Board November 6, 2000
--------------------------
Jean-Luc Grand-Clement
/s/ Marie Boem Chief Financial Officer (Principal November 6, 2000
--------------------------
Marie Boem Financial and Accounting Officer)
/s/ John A. Hawkins Director November 6, 2000
--------------------------
John A. Hawkins
/s/ Ronald J. Ritchie Director November 6, 2000
--------------------------
Ronald J. Ritchie
/s/ Andre Borrel Director November 6, 2000
--------------------------
Andre Borrel
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
-----------
5.1 Opinion of Palmer & Dodge LLP as to the legality of the securities
registered hereunder. Filed herewith.
23.1 Consent of Ernst & Young, independent accountants. Filed herewith.
23.2 Consent of Palmer & Dodge LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (included in the signature page hereto).
<PAGE>
