FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 0-26380
PIXTECH, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3214691
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Avenue Olivier Perroy, 13790 Rousset, France
(Address of principal executive offices) (Zip code)
011-33-4-42-29-10-00
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ___
The number of shares outstanding of each of the issuer's classes of common stock
as of
Class Outstanding at May 13, 1999
----- -----------------------------
Common Stock, $.01 par value 15,150,329
PIXTECH, INC.
TABLE OF CONTENTS
PAGE NO.
PART I FINANCIAL INFORMATION
ITEM 1 Financial Statements
Balance Sheets as of March 31, 1999
and December 31, 1998.................................... 3
Statements of Comprehensive Operations for the
Three Months Ended March 31, 1999 and 1998, and
the period from June 18, 1992 through
March 31, 1999........................................... 4
Statements of Cash Flows for the Three Months
ended March 31, 1999 and 1998, and the period
from June 18, 1992 through March 31, 1999................ 5
Statement of Stockholders' Equity........................ 6 - 7
Notes to Financial Statements............................ 8 - 9
ITEM 2 Management's Discussion and Analysis
of Financial Condition and Results of
Operations............................................... 10 - 14
ITEM 3 Quantitative and Qualitative Disclosures About
Market Risk 15
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings........................................ 16
ITEM 2 Changes in Securities.................................... 16
ITEM 3 Default upon Senior Securities........................... 16
ITEM 4 Submission of matters to a Vote of Security Holders...... 16
ITEM 5 Other Information........................................ 16
ITEM 6 Exhibits and Reports on Form 8-K......................... 16
Signature............................................................... 17
Exhibit Index........................................................... 18
PixTech, Inc.
(a development stage company)
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(unaudited)
March December
31, 31,
1999 1998
-------- --------
ASSETS
Current assets :
Cash available ........................................................... $ 4,155 $ 10,166
Restricted cash - short term ............................................. 3,397 1,685
Accounts receivable :
Trade ................................................................ 235 456
Other ................................................................ 347 161
Inventory ................................................................ 1,098 980
Other .................................................................... 1,374 1,354
-------- --------
Total current assets ................................................ 10,606 14,802
Restricted cash - long term ................................................... 6,667 8,427
Property, plant and equipment, net ............................................ 16,553 18,826
Goodwill, net ................................................................. 132 150
Deferred tax assets ........................................................... 4,275 4,643
Other assets - long term ...................................................... 201 546
Deferred offering costs ....................................................... 397 --
-------- --------
Total assets ........................................................ $ 38,831 $ 47,394
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities :
Current portion of long term debt ........................................ $ 3,143 $ 3,410
Current portion of capital lease obligations ............................. 2,353 2,189
Accounts payable ......................................................... 6,930 7,514
Accrued expenses ......................................................... 2,094 1,544
-------- --------
Total current liabilities ........................................... 14,520 14,657
Deferred revenue .............................................................. 82 2,162
Long term debt, less current portion .......................................... 8,499 8,391
Capital lease obligation, less current portion ................................ 8,296 8,399
Other long term liabilities, less current portion ............................. 32 528
-------- --------
Total liabilities ................................................... 31,429 34,137
======== ========
Stockholders' equity
Convertible preferred stock Series E, $0.01 par value, authorized
shares--500,000 ; issued and outstanding shares--none ; 367,269 respectively 4 4
Common stock, $0.01 par value, authorized shares--30,000,000; issued and
outstanding shares--15,000,329; 15,150,329 respectively ...................... 151 150
Additional paid-in capital .............................................. 69,190 68,999
Cumulative translation adjustment ....................................... (2,411) (1,740)
Deficit accumulated during development stage ............................ (59,532) (54,156)
-------- --------
Total stockholders' equity ........................................ 7,402 13,257
-------- --------
Total liabilities and stockholders' equity ........................ $ 38,831 $ 47,394
======== ========
See accompanying notes.
PixTech, Inc.
(a development stage company)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS
(in thousands, except per share amounts)
(unaudited)
Period from
Three Months Ended June 18, 1992 (date
March 31, of inception) through
--------------------------- March 31,
1999 1998 1999
--------- --------- ---------------------
Revenues
Cooperation and license revenues ......................................... $ -- $ -- $ 26,449
Product sales ............................................................ 161 21 2,987
Other revenues ........................................................... 2,000 1,232 7,906
--------- --------- ---------
Total revenues ..................................................... 2,161 1,253 37,342
--------- --------- ---------
Cost of revenues
License fees and royalties ............................................... (87) (79) (1,603)
--------- --------- ---------
Gross margin ................................................................. 2,074 1,174 35,739
--------- --------- ---------
Operating expenses
Research and development:
Acquisition of intellectual property rights .............................. -- (125) (4,890)
Other .................................................................... (5,587) (3,800) (78,115)
--------- --------- ---------
(5,587) (3,925) (83,005)
Marketing and sales ...................................................... (351) (339) (6,958)
Administrative and general expenses ...................................... (730) (637) (13,546)
--------- --------- ---------
(6,667) (4,901) (103,509)
--------- --------- ---------
Loss from operations ......................................................... (4,594) (3,727) (67,770)
Other income / (expense)
Interest income .......................................................... 174 205 3,022
Interest expense ......................................................... (440) (285) (3,187)
Foreign exchange gains / (losses) ........................................ (516) 285 510
--------- --------- ---------
(782) 205 345
Loss before income tax benefit ............................................... (5,376) (3,522) (67,425)
Income tax benefit ........................................................... -- -- 7,893
--------- --------- ---------
Net loss ..................................................................... $ (5,376) $ (3,522) $ (59,532)
========= ========= =========
Dividends accrued to holders of Preferred Stock .......................... (134) -- (146)
--------- --------- ---------
Net loss to holders of Common Stock .......................................... $ (5,510) $ (3,522) $ (59,678)
========= ========= =========
Net loss per share of Common Stock ....................................... $ (0.35) $ (0.25)
========= =========
Shares of Common Stock used in computing net loss per share .............. 15,143 13,821
Net loss ................................................................. $ (5,376) $ (3,522) $ (59,532)
Change in cumulative translation adjustment .............................. (671) (529) (2,411)
--------- --------- ---------
Comprehensive net loss ................................................... $ (6,047) $ (4,051) $ (61,943)
========= ========= =========
See accompanying notes.
PixTech, Inc.
(a development stage company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except per share amounts)
(unaudited)
Period from
June 18, 1992
(date of
Three Months Ended inception)
March 31, through
-------------------------- March 31,
1999 1998 1999
-------- -------- -------------
Net loss ..................................................................... $ (5,376) $ (3,522) $(59,532)
Total adjustments to net loss ................................................ (747) 1,133 21,399
-------- -------- --------
Net cash (used in) / provided by operating activities ........................ (6,123) (2,389) (38,133)
-------- -------- --------
Investing activities
Additions to property plant and equipment .................................... (40) (221) (19,360)
Reclassification of cash available as restricted cash ........................ 49 -- (10,063)
Additions to intangible assets ............................................... -- -- (130)
-------- -------- --------
Net cash used in investing activities ........................................ 9 (221) (29,553)
Financing activities
Stock issued ................................................................. 325 3,980 67,829
Proceeds from long-term borrowings ........................................... -- -- 16,287
Proceeds from sale leaseback transactions .................................... -- -- 2,731
Payments for equipment purchases financed by accounts payable ............... -- -- (3,706)
Repayments of long term borrowing and capital lease obligations ............. (250) (196) (8,067)
-------- -------- --------
Net cash (used in) / provided by financing activities ........................ 75 3,784 75,074
-------- -------- --------
Effect of exchange rates on cash ............................................. 28 (508) (3,233)
-------- -------- --------
Net (decrease) / increase in cash and cash equivalents ....................... (6,011) 666 4,155
Cash and cash equivalents beginning of period ................................ 10,166 12,428 --
-------- -------- --------
Cash and cash equivalents end of period ...................................... $ 4,155 $ 13,094 $ 4,155
======== ======== ========
See accompanying notes.
PixTech, Inc.
(a development stage company)
Condensed Consolidated Statements of Stockholders' Equity
(in thousands, except share amounts)
(unaudited)
Convertible Preferred Stock
Series A Series B Series C
Shares Shares Shares
issued Amount issued Amount issued Amount
------ ------ ------ ------ ------ ------
Balance at June 18, 1992
Issuance of convertible preferred stock, net of issuance
costs in 1992, 1993 and 1994 ............................. 1,557,003 2,368 363,447 589 3,044,846 8,615
Issuance of Common stock in 1992 and 1993
Issuance of Common stock under stock option plan in 1994
and 1995
Purchase of 28,761 shares of Common stock -- Treasury
stock in 1994
Reissuance of 28,761 shares of Common stock held in
treasury in 1995
Common stock issued in initial public offering in 1995,
net of issuance costs -- $1,080
Conversion of preferred stock in 1995 .................... (1,557,003) (2,368) (363,447) (589) (3,044,846) (8,615)
Translation adjustment
Net loss from June 18, 1992 (date of inception) through
December 31, 1995
---------- ------ -------- ---- ---------- ------
Balance at December 31, 1995
Issuance of Common stock under stock option plan
Issuance of warrants in connection with acquisition of the
assets of Panocorp
Translation adjustment
Net loss--Year ended December 31, 1996
Balance at December 31, 1996
Common stock issued in public offering, net of issuance
costs -- $796
Issuance of Common stock under stock option plan
Translation adjustment
Net loss--Year ended December 31, 1997
---------- ------ -------- ---- ---------- ------
Balance at December 31, 1997
Common stock issued in private placements, net of issuance
costs -- $44
Issuance of Series E convertible preferred stock,
net of issuance costs -- $822
Issuance of Common stock under stock option plan
Translation adjustment
Net loss--Year ended December 31, 1998
---------- ------ -------- ---- ---------- ------
Balance at December 31, 1998
Common stock issued in private placements (unaudited)
Issuance costs and dividends accrued in relation to Series
E Convertible Preferred stock issued in December 1998
(unaudited)
Translation adjustment (unaudited)
Net loss--Three months ended March 31, 1999 (unaudited)
---------- ------ -------- ---- ---------- ------
Balance at March 31, 1999 .................................. -- -- -- -- -- --
========== ====== ======== ==== ========== ======
Series D Series E
Shares Shares
issued Amount issued Amount
------ ------ ------ ------
Balance at June 18, 1992
Issuance of convertible preferred stock, net of issuance
costs in 1992, 1993 and 1994 ............................. 430,208 1,224
Issuance of Common stock in 1992 and 1993 ................
Issuance of Common stock under stock option plan in 1994
and 1995 .................................................
Purchase of 28,761 shares of Common stock -- Treasury
stock in 1994 ............................................
Reissuance of 28,761 shares of Common stock held in
treasury in 1995 .........................................
Common stock issued in initial public offering in 1995,
net of issuance costs -- $1,080 ..........................
Conversion of preferred stock in 1995 .................... (430,208) (1,224)
Translation adjustment ...................................
Net loss from June 18, 1992 (date of inception) through
December 31, 1995 ........................................
---------- ------ -------- ----
Balance at December 31, 1995
Issuance of Common stock under stock option plan .........
Issuance of warrants in connection with acquisition of the
assets of Panocorp .......................................
Translation adjustment ...................................
Net loss--Year ended December 31, 1996 ...................
---------- ------ -------- ----
Balance at December 31, 1996
Common stock issued in public offering, net of issuance
costs -- $796 ............................................
Issuance of Common stock under stock option plan .........
Translation adjustment ...................................
Net loss--Year ended December 31, 1997 ...................
---------- ------ -------- ----
Balance at December 31, 1997
Common stock issued in private placements, net of issuance
costs -- $44 367,269 $ 4
Issuance of Series E convertible preferred stock, ........
net of issuance costs -- $822 ............................
Issuance of Common stock under stock option plan .........
Translation adjustment ...................................
Net loss--Year ended December 31, 1998 ...................
---------- ------ -------- ----
Balance at December 31, 1998 ............................... 367,269 4
Common stock issued in private placements (unaudited) ....
Issuance costs and dividends accrued in relation to Series
E Convertible Preferred stock issued in December 1998
(unaudited) ..............................................
Translation adjustment (unaudited) .......................
Net loss--Three months ended March 31, 1999 (unaudited)
---------- ------ -------- ----
Balance at March 31, 1999 .................................. -- -- 367,269 $ 4
========== ====== ======== ====
See accompanying notes.
PixTech, Inc.
(a development stage company)
Condensed Consolidated Statements of Stockholders' Equity
(in thousands, except share amounts)
(unaudited)
Common Stock
------------
Dividends
accrued to
Additional holders of
Shares Paid-in Preferred
issued Amount Capital Stock
------ ------ ---------- ----------
Balance at June 18, 1992
Issuance of convertible preferred stock, net of
issuance costs in 1992, 1993 and 1994 ................
Issuance of Common stock in 1992 and 1993 ............. 132,301 $ 1 $ 96
Issuance of Common stock under stock option plan in
1994 and 1995 ......................................... 84,258 1 31
Purchase of 28,761 shares of Common stock-- Treasury .
stock in 1994
Reissuance of 28,761 shares of Common stock held in
treasury in 1995 ...................................... 3
Common stock issued in initial public offering in
1995, net of issuance costs -- $1,080 ................. 2,500,000 25 20,973
Conversion of preferred stock in 1995 ................. 5,395,504 54 12,742
Translation adjustment ................................
Net loss from June 18, 1992 (date of inception)
through December 31, 1995 ............................. 3
------------ --------- --------- ---------
Balance at December 31, 1995 ............................ 8,112,063 81 33,844
Issuance of Common stock under stock option plan ...... 29,083 0 11
Issuance of warrants in connection with acquisition of
the assets of Panocorp ............................... 230
Translation adjustment ................................
Net loss--Year ended December 31, 1996 ...............
------------ --------- --------- ---------
Balance at December 31, 1996 ............................ 8,141,146 81 34,085
Common stock issued in public offering, net of
issuance costs -- $796 ................................ 5,570,819 56 22,958
Issuance of Common stock under stock option plan ...... 50,767 1 25
Translation adjustment ................................
Net loss--Year ended December 31, 1997 ................
------------ --------- --------- ---------
Balance at December 31, 1997 ............................ 13,762,732 $ 138 $ 57,067
Common stock issued in private placements, net of
issuance costs -- $44 ................................. 1,236,222 12 4,493
Issuance of Series E convertible preferred stock,
net of issuance costs -- $822 ......................... 7,449 (12)
Issuance of Series E convertible preferred stock in
December, net of issuance costs -- $ 822 ..............
Issuance of Common stock under stock option plan ...... 1,375 1
Translation adjustment ................................
Net loss--Year ended December 31, 1998 ................
------------ --------- --------- ---------
Balance at December 31, 1998 ............................ 15,000,329 150 69,011 (12)
Common stock issued in private placements (unaudited) . 150,000 1 351
Issuance costs and dividends accrued in relation to ... (26) (134)
Series E Convertible Preferred stock issued in December
1998 (unaudited) ......................................
Translation adjustment (unaudited) ....................
Net loss--Three months ended March 31, 1999 (unaudited)
------------ --------- --------- ---------
Balance at March 31, 1999 ............................... 15,150,329 $ 151 $ 69,336 (146)
============ ========= ========= =========
Deficit
accumulated
Cumulative during
translation development Treasury
adjustment stage stock Total
---------- ----------- -------- -----
Balance at June 18, 1992
Issuance of convertible preferred stock, net of
issuance costs in 1992, 1993 and 1994 ................ $ 12,796
Issuance of Common stock in 1992 and 1993 ............. 97
Issuance of Common stock under stock option plan in
1994 and 1995 ......................................... 32
Purchase of 28,761 shares of Common stock-- Treasury . $ (11) (11)
stock in 1994
Reissuance of 28,761 shares of Common stock held in
treasury in 1995 ...................................... 11 14
Common stock issued in initial public offering in
1995, net of issuance costs -- $1,080 ................. 20,998
Conversion of preferred stock in 1995 .................
Translation adjustment ................................ $ 515 515
Net loss from June 18, 1992 (date of inception)
through December 31, 1995 ............................. $ (9,910) (9,910)
--------- --------- --------- ---------
Balance at December 31, 1995 ............................ 515 (9,910) 24,530
Issuance of Common stock under stock option plan ...... 11
Issuance of warrants in connection with acquisition of
the assets of Panocorp ............................... 230
Translation adjustment ................................ (953) (953)
Net loss--Year ended December 31, 1996 ............... (11,719) (11,719)
--------- --------- --------- ---------
Balance at December 31, 1996 ............................ (438) (21,629) 12,099
Common stock issued in public offering, net of
issuance costs -- $796 ................................ 23,014
Issuance of Common stock under stock option plan ...... 25
Translation adjustment ................................ (1,694) (1,694)
Net loss--Year ended December 31, 1997 ................ (14,664) (14,664)
--------- --------- --------- ---------
Balance at December 31, 1997 ............................ $ (2,132) $ (36,293) $ 18,780
Common stock issued in private placements, net of
issuance costs -- $44 ................................. 4,506
Issuance of Series E convertible preferred stock,
net of issuance costs -- $822 ......................... 7,440
Issuance of Series E convertible preferred stock in
December, net of issuance costs -- $ 822 ..............
Issuance of Common stock under stock option plan ...... 1
Translation adjustment ................................ 392 392
Net loss--Year ended December 31, 1998 ................ (17,863) (17,863)
--------- --------- --------- ---------
Balance at December 31, 1998 ............................ (1,740) (54,156) 13,257
Common stock issued in private placements (unaudited) . 352
Issuance costs and dividends accrued in relation to ... (160)
Series E Convertible Preferred stock issued in December
1998 (unaudited) ......................................
Translation adjustment (unaudited) .................... (671) (671)
Net loss--Three months ended March 31, 1999 (unaudited) (5,376) (5,376)
--------- --------- --------- ---------
Balance at March 31, 1999 ............................... $ (2,411) $ (59,532) -- $ 7,402
========= ========= ========= =========
See accompanying notes.
PixTech, Inc.
(a development stage company)
Notes to Condensed Consolidated Financial Statements
(all amounts in thousands except share amounts)
(unaudited)
Note A - Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results of the three-month periods ending March 31,1999
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1999. For further information, refer to the consolidated
financial statements and footnotes thereto for the year ended December 31, 1998
(the "1998 Financial Statements"), included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1998.
Note B - Inventories
Inventory consists of raw material and spare parts.
Note C - Restricted Cash
In August 1997, the Company provided Unipac Optoelectronics Corp. ("Unipac"),
its Asian manufacturing partner, with a written bank guaranty in an amount of
$10,000 pursuant to the display foundry agreement (the "Foundry Agreement")
signed in May 1997 between the Company and Unipac in order to implement volume
production of FEDs at Unipac's manufacturing line. The Company granted the
issuing banks a security interest in its cash and cash equivalents for the same
amount. The pledged cash and cash equivalents have been recorded as short-term
and long-term restricted cash in the balance sheet. Under certain conditions of
the Foundry Agreement, Unipac can sell certain equipment to the Company. The
payment for such equipment will be secured by Unipac through the exercise of the
bank guaranty. Both the amount of the guaranty to Unipac and the amount of the
security interest to the banks is expected to decrease to match the net amount
of equipment leased by Unipac to the Company.
Note D - Property, Plant and Equipment
Pursuant to the Foundry Agreement, volume FEDs production equipment was
installed at Unipac's facility. That equipment was purchased and funded by
Unipac, and a portion of it is leased to PixTech, which amounts to $11,365 as of
March 31, 1999. According to Financial Accounting Standard 13, "Accounting for
leases", PixTech's share of equipment was recorded as assets under the caption
"Property, Plant and Equipment", in the net amount of $9,990. Depreciation of
$466 was recorded during the three-month period ended March 31, 1999. As of
March 31, 1999, the related capital lease obligation amounts to $9,877, of which
$1,912 has been recorded as current portion.
Note E - Deferred offering costs
On March 19, 1999, the Company entered into a definitive agreement to purchase
certain assets of Micron Technology, Inc. relating to field emission displays
including equipment and other tangible assets, certain contract rights and cash
(the "Micron Transaction"). Pursuant to the Micron Transaction, the Company will
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. Such amendment is
subject to the approval of the Company's stockholders during the Annual Meeting
to be held on May 12, 1999. During the three months ended March 31, 1999, the
Company incurred expenses in connection with the Micron Transaction. These
expenses have been deferred and will be recorded as a reduction of paid-in
capital upon completion of the transaction.
PixTech, Inc.
(a development stage company)
Notes to Condensed Consolidated Financial Statements
(all amounts in thousands except share amounts)
(unaudited)
Note F - Stockholders' equity
Common Stock : In January 1999, the Company sold 150,000 shares of the Company's
Common Stock in a private placement at a price of $2.35 per share, resulting in
net proceeds of $352.
Convertible preferred stock : The holders of Series E Preferred Stock issued in
December 1998 are entitled to receive cumulative dividends. As at March 31,
1999, a cumulative dividend of $146 was accrued and recorded against
Stockholders' Equity.
The 367,269 shares of Series E Preferred Stock outstanding as at March 31, 1999
are convertible into shares of Common Stock after June 21, 1999. As at March 31,
1999, the Series E Stock, including accrued dividends, would have been
convertible into 3,737,370 shares of Common Stock. Consequently, there were
18,887,699 shares of Common Stock or equivalent to shares of Common Stock
outstanding as at March 31, 1999.
Note G - Litigation
The Company has received correspondence from Futaba Corporation and its legal
counsel since January 1998 alleging the following : (i) PixTech is infringing
one or more patents owned by Futaba relating to the construction and manufacture
of its displays that are not expressly included under the license agreement
between Futaba and Pixtech, (ii) PixTech's use of terms such as "alliance" and
"partners" in describing the nature of its contractual relationships with
Motorola, Raytheon and Futaba in reports filed with the SEC is misleading and
(iii) certain provisions in the Foundry Agreement with Unipac constitute an
impermissible sublicense of Futaba technology. PixTech does not believe such
claims have any merit and has denied each of the allegations in correspondences
with Futaba and its counsel and is in discussions with Futaba concerning their
allegations. Futaba has also claimed that the Company improperly supplied
certain Futaba proprietary information to Unipac, and that Unipac has in turn
disclosed such information to a third party vendor. If Futaba were to prevail on
all of these claims, PixTech may be required, among other adverse consequences,
to modify the construction and manufacture of its displays and may, as a result,
be materially adversely affected.
To the Company's knowledge, there are no other exceptional facts or litigation
that could have or that have in the recent past had any significant impact on
its business, results, financial situation, or assets and liabilities.
Note H. - Financial position
During the three months ended March 31, 1999, the Company has continued to
experience losses and has used cash in operating activities, which has adversely
affected the Company's liquidity. At March 31,1999, the Company had net working
deficit of $3,914 and a deficit accumulated during the development stage of
$59,532. The Company intends to improve its liquidity and financial position
through capital increases expected to take place in 1999. In addition, upon
closing of the Micron Transaction, the Company will receive cash of
approximately $4.4 million (See "Note E - Deferred offering costs"). There can
be no assurance that additional funds will be available through capital
increases when needed or on terms acceptable to the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results of operations
Product sales. The Company recognized product sales of $161,000 in the
three-month period ended March 31,1999, as compared to $21,000 in the
three-month period ended March 31, 1998. In the three-month period ended March
31, 1998, these product sales primarily represented the shipment of a limited
number of high-priced FED displays and cathodes to customers for evaluation and
product development purposes, and the first shipments of displays to the
Company's first volume customer, Zoll Medical. In the three-month period ended
March 31,1999, product revenues primarily comprised shipments of displays sold
at volume prices to Zoll Medical, thus reflecting a significant increase of the
number of displays shipped. Since 1998, the Company has begun shipping its FED
displays manufactured by its contract manufacturer, Unipac, to its customers, in
limited quantities. The Company expects an increase of product shipments from
Taiwan in 1999.
Other revenues. Other revenues consist of funding under various public
development contracts and other miscellaneous revenues. The Company recognized
other revenues of $2.0 million in the three-month period ended March 31,1999, as
compared to $1.2 million in the three-month period ended March 31, 1998. Of
these revenues, in the three-month period ended March 31, 1999, $1.3 million
were related to an incentive from French Local Authorities awarded in 1994 to
the Company to establish its pilot plant in Montpellier, France, and $736,000
were related to a development contract from European Union signed in 1997, for
which the related contribution, received in 1997 and in 1998, had been deferred
until all conditions stipulated in the agreement were met. In the three-month
periods ended March 31, 1998, these revenues included $1.2 million related to a
development contract granted in December 1994 from the French Ministry of
Industry to support manufacturing of FEDs.
Research and Development Expenses--Acquisition of Intellectual Property Rights.
The Company expensed $125,000 in the three-month period ended March 31,1998 for
the acquisition of intellectual property rights from Coloray Display, providing
PixTech with a worldwide, non exclusive royalty-free license on certain
technologies related to field emission displays. No such expenses were recorded
in the three-month period ended March 31,1999.
Other Research and Development Expenses. The Company expensed $5.6 million for
research and development costs during the three-month period ended March
31,1999, an increase of 47% over the $3.8 million incurred in the three-month
period ended March 31, 1998. These expenses include salaries and associated
expenses for in-house research and development activities conducted both in its
pilot plant and its research and development facility in Santa Clara, the cost
of staffing and operating the Company's pilot manufacturing facility and the
cost of supporting the transfer and adaptation of the Company's FED technology
to Unipac, as well as obligations to CEA under the LETI Research Agreement, and
miscellaneous contract consulting fees. This increase reflected primarily the
cost of supporting the transfer of FED manufacturing processes to Unipac and the
continued development of the Company's FED technology.
Sales and Marketing Expenses. The Company expensed $351,000 for sales and
marketing during the three-month period ended March 31,1999, as compared to
$339,000 during the three-month period ended March 31, 1998. The Company
believes sales and marketing expenses may increase in the future, reflecting the
expansion of the Company's sales and marketing organization both in the United
States and in Europe.
General and Administrative Expenses. General and administrative expenses
amounted to $730,000 in the three-month period ended March 31,1999, an increase
of 15% over general and administrative expenses incurred in the three-month
period ended March 31, 1998, which amounted to $637,000, reflecting an increase
in consulting expenses.
Interest Income (Expense), Net. Interest income is comprised of interest on
available and restricted cash. Interest expense is comprised of interest payable
on long-term obligations. Net interest expense was $266,000 in the three-month
period ended March 31,1999, as compared to $80,000 in the three-month period
ended March 31,1998, reflecting the decrease in cash balances and the increase
in long-term liabilities.
Currency Fluctuations. Although a significant portion of the Company's revenues
are denominated in U.S. dollars, a substantial portion of the Company's
operating expenses are denominated in Euros. Gains and losses on the conversion
to U.S. dollars of assets and liabilities denominated in Euros may contribute to
fluctuations in the Company's results of operations, which are reported in U.S.
dollars. Most of the Company's capital lease obligation is expressed in
Taiwanese dollars. In the past, fluctuations of the parity of the Taiwanese
dollar versus the Euro caused significant foreign exchange gains or losses and
may continue to do so in the future. The Company recorded net foreign exchange
loss of $516,000 in the three-month period ended March 31,1999, while the
Company recorded net foreign exchange gain of $285,000 in the three-month period
ended March 31,1998. The Company cannot predict the effect of exchange rate
fluctuations on future operating results. To date, the Company has not
undertaken hedging transactions to cover its currency exposure, but it may do so
in the future.
Liquidity and Capital Resources.
Cash used in operations was $6.1 million for the three-month period ended March
31,1999, as compared to cash used in operations of $2.4 million for the
three-month period ended March 31, 1998. The increase in cash used in operations
between the three-month period ended March 31,1999 and the three-month period
ended March 31, 1998 is related to the following factors : (i) the absence of
significant cash receipts from revenues in the three-month period ended March
31,1999, and (ii) the increase in operating expenses in relation to Taiwan
start-up costs.
The Company has used $38.1 million in cash to fund its operating activities from
inception through March 31,1999 and has incurred $29.6 million in capital
expenditures and investments.
Cash flows generated from financing activities were $75,000 in the three-month
period ended March 31,1999, as compared to $3.8 million in the three-month
period ended March 31,1998. This net cash flow consisted primarily of sales of
shares of Common Stock in a private placement, resulting in net proceeds to the
Company of $352,000, while long term liabilities decreased by $250,000.
Since its inception, the Company has funded its operations and capital
expenditures primarily from the proceeds of equity financing aggregating $67.8
million and from proceeds aggregating $19.0 million from borrowings and
sale-leaseback transactions.
Capital expenditures were $40,000 during the three-month period ended March
31,1999 as compared to $221,000 during the same period of 1998. During the
three-month period ended March 31,1999, capital expenditures remained focused on
limited capacity expansion in the pilot manufacturing facility. Implementing
volume production at Unipac's manufacturing plant required significant capital
expenditures. An amount of $13.5 million of capital expenditures for equipment
only was required which, pursuant to the Foundry Agreement, was purchased and
funded by Unipac. A portion of that equipment is leased to PixTech and amounts
to $ 11.4 million as of March 31, 1999. The Company expects that additional
capital expenditure will be required in 1999 to increase capacity at Unipac and
to complete implementation of manufacturing processes, both for monochrome and
for color products.
As at March 31, 1999, restricted cash amounted to $10.1 million and was related
to the security interest granted in 1997 by the Company to its Taiwanese
manufacturing partner, Unipac, pursuant to the Foundry Agreement signed in 1997,
in relation to the purchase and funding by Unipac of volume FEDs production
equipment. The written bank guaranty provided by the Company to Unipac is
expected to decrease to match the net amount of equipment leased by Unipac to
the Company.
The Company has existing contracts with French authorities providing for the
payment of grants to the Company totaling approximately $4.0 million, which were
fully paid to the Company as of March 31, 1999. In 1997 and January 1999, the
Company entered into two R&D agreements with French authorities. Under these
agreements, the Company expects to benefit from zero-interest loans totaling
approximately $2.6 million, of which $2.0 million are expected to be collected
in 1999. The Company collected $1.5 million in May 1999 under one of these
agreements.
In February 1997, the Company entered into an R&D agreement with the European
Union and other European industrial companies. The contribution of the European
Union to the costs incurred by the Company amounts to $936,000 over the period,
of which $736,000 were collected in 1997 and 1998 and recognized as income in
the three-month period ended March 31, 1999, as all conditions stipulated in the
agreement were met. The Company expects to receive the remaining revenue from
this contract in 1999.
The Company recognized French income tax benefits of $7.9 million since
inception. These income tax benefits represent tax credits for research and
development activities conducted in France, which are paid in cash to the
Company if it is not able to credit them against future income tax liabilities
within three fiscal years. In 1998, the Company collected $2.8 million,
representing R&D tax credits recorded in 1993 and 1994. In April 1999, the
Company collected $2.9 million from R&D tax credits recorded in 1995.
On March 19, 1999, the Company entered into a definitive agreement to purchase
certain assets of Micron Technology, Inc. relating to field emission displays
including equipment and other tangible assets, certain contract rights and cash
(the "Micron Transaction"). The Micron Transaction is subject to the approval of
the amendment of the Company's Restated Certificate of Incorporation by the
Company's stockholders (see "Notes to Condensed Consolidated Financial
Statements--Note E--Deferred Offering costs"). Upon closing of the Micron
Transaction, the Company will receive cash of approximately $4.4 million.
Cash available at March 31,1999 amounted to $4.2 million as compared to $10.2
million at December 31, 1998. The Company expects that cash available at March
31,1999 together with the anticipated increase in product sales in 1999 and the
anticipated proceeds from the Micron Transaction, from R&D tax credits and from
the various grants and loans described above will be sufficient to meet its cash
requirements, including repayment of the current portion of its long term
obligations in the amount of $5.5 million at March 31, 1999, until at least
September 30, 1999. The Company intends to improve its liquidity and financial
position through capital increases expected to take place in 1999.
The Company will require substantial funds to conduct research, development and
testing, to develop and expand commercial-scale manufacturing systems and to
market any resulting products. Changes in technology or a growth of sales beyond
currently anticipated levels will also require further investment. The Company's
capital requirements will depend on many factors, including the rate at which
the Company can develop its products, the market acceptance of such products,
the levels of promotion and advertising required to launch such products and
attain a competitive position in the marketplace and the response of competitors
to the Company's products. There can be no assurance that funds for these
purposes, whether from equity or debt financing, or other sources, will be
available when needed or on terms acceptable to the Company.
Year 2000 Disclosure
There is a significant uncertainty regarding the effect of the Year 2000 issue
because computer systems which do not properly recognize date sensitive
information when the year changes to 2000 could generate erroneous data or
altogether fail. The Company is in the process of conducting a comprehensive
review of its computer systems and manufacturing equipment to identify
applications that could be affected by the inability of certain computer systems
to format and manipulate data containing dates including the year 2000 and
subsequent years. Although management does not expect that costs associated with
modifying existing computer systems and manufacturing equipment will have a
significant impact on its financial position or result of operations, there can
be no assurance that such modifications will be successfully implemented or that
these costs will not be significant. The Company currently has no contingency
plans in place in the event it does not complete all phases of the year 2000
review. The Company plans to evaluate the status of completion during 1999 and
determine whether such a plan is necessary. In addition, the Company depends on
a limited group of suppliers. There can be no assurance that those suppliers
will not be significantly impacted by the "Year 2000" issue. If those suppliers
are significantly impacted by the "Year 2000" issue, such suppliers may not be
able to continue their supply of parts to the Company without interruption. The
Company is in the process of identifying third party vendors that are non-Year
2000 compliant and of assessing the following consequences. In particular, the
Company requested from Unipac, its Taiwanese manufacturing partner, to assess
whether its computer systems and manufacturing equipment could be affected by
the "Year 2000" issue and, if so, to present a contingency plan. To implement
its large volume manufacturing strategy, the Company is dependent on Unipac's
ability to be successful in addressing the "Year 2000" issue. The Company's
continued use of a vendor which is not Year 2000 compliant or the failure of the
Company's own computer systems or manufacturing equipment to be fully Year 2000
compliant could materially adversely affect the Company's business, financial
position and results of operations.
Strategic issues and risks
The Company is currently focused on the following activities which it believes
are necessary to the success of its business: (i) successfully implementing the
manufacture of FEDs by its Taiwanese contract manufacturer, Unipac; (ii)
improving its manufacturing processes and yields, both in its pilot plant and at
Unipac; (iii) expanding its customer base and product offering, and (iv)
continuing the development of its FED technology, including the development of
large FED displays. In evaluating its outlook, the following risks and issues
should be considered, among others which are common with development stage
companies.
The Company May Not Have Operating Income or Net Income in the Future and It May
Have Problems Raising the Money It Needs in the Future At March 31,1999, the
Company had net working deficit of $3,914 and a deficit accumulated during the
development stage of $59,532. These conditions raise substantial doubt about its
ability to continue as a going concern. In the future, the Company expects that
it will need to obtain money from sources outside the Company, as it has done in
the past. There is no guarantee that any of the outside sources will provide the
Company with the money when needed. In addition, even if the Company is able to
find outside sources which will provide it with the money when needed, in order
to raise this money the Company may be required to issue securities with better
rights than the rights of its common stock or it may be required to take other
actions which lessen the value of its current common stock, including borrowing
money on terms that are not favorable to it.
There are Risks Associated with Using a Single Contract Manufacturer to
Manufacture its FEDs. The Company believes that its ability to commercialize
medium to large volumes of FEDs depends on its ability to have Unipac
manufacture FEDs. If the Company is not able to implement its manufacturing
plans with Unipac as expected, the Company will not be able to ship medium to
large volumes of FED products. Furthermore, the Company will not be able to
obtain an acceptable cost for its FED displays through high volume
manufacturing, as compared to manufacturing FEDs at its pilot production
facility. This situation would materially adversely affect its operations. In
May 1997, the Company signed a Foundry Agreement with Unipac, a liquid crystal
display manufacturer based in Taiwan. Under the agreement, Unipac has installed
volume production equipment to produce FEDs at its manufacturing plant, and has
begun production for exclusive delivery of FED displays to the Company.
Expectations about the final timing of this manufacturing plan with Unipac are
forward-looking statements that still involve risks and uncertainties, including
the ease or difficulty of the transfer of the FED technology to Unipac. The
Company's reliance on a single contract manufacturer will involve several risks.
For example, the Company could be unable to obtain an adequate supply of
required products if Unipac did not supply enough products. Moreover, the
Company will have less control over the price of the finished products, the
timeliness of their delivery and their reliability and quality. The Company's
failure to adequately manage this contract manufacturing relationship or any
delays in the shipment of its products would adversely effect the Company.
The Company's Products and Manufacturing Processes are Still under Development
and The Company Still Needs to Obtain Commercially Acceptable Yields and
Acceptable Costs of Products. In order for the Company to succeed, it must
continue to develop and produce a range of products incorporating its FED
technology. At this time, the Company has successfully developed only one
product that has been incorporated into a commercial end-user application. The
Company will need to complete the development of additional FED products before
they can be sold to the public, and there is no guaranty that the Company will
succeed in these development efforts. If the Company does not develop these new
products, it will not be successful. To date, the Company has used its pilot
manufacturing facility in Montpellier, France to produce only a limited number
of products suitable for sale. In addition, the Company has not completed
testing of its manufacturing processes at Unipac. In order for the Company to be
successful, it must make certain improvements to its manufacturing processes. In
particular, it must improve its manufacturing yields in order to demonstrate the
low cost potential of its FED technology. Even if the Company succeeds in
completing the development and testing of its manufacturing processes, it can
not be sure that the favorable characteristics demonstrated by its current
displays manufactured at its pilot manufacturing facility will be reproduced on
a cost- effective basis in commercial production. The Company has, at this time,
encountered a number of delays in the development of its products and processes,
and it is possible that further delays will occur. Any significant delays could
cause the Company to miss certain market opportunities and could have a material
adverse effect on its business.
The Company Needs to Further Enhance its Display Performance. The Company may
never improve the performance characteristics of its color FEDs to a level that
is commercially acceptable or fail to do so on a timely basis, either of which
could adversely affect its business. Key elements of display performance are
brightness, power efficiency and stability over time (life time and
reliability). The Company is seeking to balance brightness with power efficiency
to produce bright and low power-consumption displays. Display reliability
depends heavily on the manufacturing process used in assembling the displays as
well as the characteristics of the phosphors used in the display. In order to
produce color displays that will provide the product life and other
characteristics necessary for most applications, the Company needs to make
further advances in its manufacturing processes.
The Company face Intense Competition and Needs to Compete with Current and
Future Competing Technologies. The Company's competitors may succeed in
developing products that outperform its displays or that are more cost
effective. If its competitors develop products that offer significant advantages
over its products and if the Company is unable to improve its technology, or
develop or acquire alternative technology that is more competitive, it would be
adversely affected. The market for "flat panel display," or "FPD", products is
currently dominated by products utilizing "liquid crystal display," or "LCD",
technology. Certain LCD manufacturers have substantially greater name
recognition and financial, technological, marketing and other resources than the
Company. Furthermore, LCD manufacturers have made, and continue to make,
substantial investments in improving LCD technology and manufacturing processes
and in the construction of manufacturing facilities for displays. The Company
believes that, over time, this will have the effect of reducing average selling
prices of FPDs. In addition, recently there have been substantial increases in
the worldwide manufacturing capacity of FPDs, and new competitors have entered
the FPD market. Such changes may cause over-supply conditions leading to
dramatic reductions in the price of FPDs. In order to effectively compete, the
Company could be required to increase the performance of its products or reduce
prices. In the event of price reductions, the Company will not be able to
maintain gross margins unless it reduces its cost of sales.
Potential Customers may not Accept the Company's Products. The Company is
uncertain about the potential size and timing of its target market
opportunities. It anticipates marketing its displays to "original equipment
manufacturer" or "OEM" customers Its success will depend, in part, on the
following factors: (i) whether OEMs select its products for incorporation into
their products; (ii) the successful introduction of such products by the OEMs;
and (iii) the successful commercialization of products developed by parties
incorporating its products. It is possible that demand for any particular
product will not last or that new markets will fail to develop as the Company
expects, or at all. Such deviations would materially and adversely effect the
Company.
The Company May Have Difficulty Protecting Patents and other Proprietary Rights
to its Technology. The Company has been granted, has filed applications for, and
has been licensed under a number of patents in the United States and other
countries. However, rights granted under patents may not provide the Company
with any competitive advantage over competitors with similar technology, and any
issued patents may not contain claims sufficiently broad to protect against
these competitors.
The Company cannot be certain that it was the first creator of inventions
covered by pending patent applications or the first to file patent applications
on such inventions because patent applications in the United States are
maintained in secrecy until patents issue and the publication of discoveries in
scientific or patent literature tends to lag behind actual discoveries by
several months.
Moreover, claims that its products infringe on the proprietary rights of others
are more likely to be asserted after the Company begins commercial sales of
products using its technology. Although the Company believes that its products
do not infringe the patents or other proprietary rights of third parties, it is
possible that third parties will assert infringement claims against us and that
such claims will be successful. It is also possible that competitors will
infringe its patents. Even the successful defense and prosecution of patent
suits is costly and time consuming. The adverse outcome of a patent suit could
subject us to significant liabilities to other parties, require disputed rights
to be licensed from third parties or require us to stop selling its products.
The Company has received correspondence from Futaba Corporation and its legal
counsel beginning in February 1998 alleging the following: (i) the Company is
infringing one or more patents owned by Futaba relating to the construction and
manufacture of its displays that are not expressly included under the license
agreement between the Company and Futaba; (ii) its use of terms such as
"alliance" and "partners" in describing the nature of its contractual
relationships with Motorola, Raytheon and Futaba in reports filed with the SEC
is misleading; and (iii) certain provisions in the Foundry Agreement with Unipac
constitute an impermissible sublicense of Futaba technology. The Company does
not believe such claims have any merit and have denied each of the allegations
in correspondences with Futaba and its counsel. Futaba has also claimed that the
Company improperly supplied certain Futaba proprietary information to Unipac,
and that Unipac has, in turn, disclosed such information to a third party
vendor. If Futaba prevails on any of these claims, the Company may be required,
among other adverse consequences, to modify the construction and manufacture of
its displays and may, as a result, be materially adversely affected.
Currency Fluctuations May Cause Gains or Losses. A large percentage of its net
assets and of the Company's costs is expressed in Euros. Fluctuations of the
value of the U.S. dollar versus the Euro may cause significant foreign exchange
gains or losses. Most of the Company's capital lease obligation is expressed in
Taiwanese dollars. Fluctuations of the value of the Taiwanese dollar versus the
Euro or the US dollar may cause significant foreign exchange gains or losses.
Holders of Common Stock May face Significant Dilution from the Conversion of
Series E Preferred Shares. 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. The Series E Stock is generally
convertible after June 21, 1999 into Common Stock at a rate equal to the lesser
of (a) $2.25313, and (b) the average closing price Common Stock over the ten
trading day ending period ending on the day immediately preceding the day upon
conversion. As of March 31st, 1999, the Series E Stock would have been
convertible into 3,737,370 shares of Common Stock. Should the Company's stock
price fall below its current level, conversion of Series E stock may result into
the issuance of a significant additional number of shares of Common Stock, and
may cause significant dilution to current holders of Common Stock.
Certain Anti-Takeover Provisions May Limit the Company's Stock Price Certain
provisions of the Company's certificate of incorporation and by-laws may
discourage a third party from offering to purchase the Company. These
provisions, therefore, inhibit actions that would result in a change in control
of the company, including an action that may give the holders of the common
stock the opportunity to realize a premium over the then-prevailing market price
of their stock. These provisions may also adversely affect the market price of
the Common Stock. For example, under its certificate of incorporation, the
Company can issue "blank check" Preferred Stock with such designations, rights
and preferences as determined by its Board of Directors from time to time. This
type of Preferred Stock could be used as a method of discouraging, delaying or
preventing a change in control of the Company. In addition, the Preferred Stock
issued by the company in December 1998 and any additional shares of Preferred
Stock that the Company may issue in the future may adversely affect the voting
and dividend rights, rights upon liquidation and other rights of the holders of
common stock. The Company does not currently intend to issue any additional
shares of preferred stock, but it retains the right to do so in the future.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The market risk exposure inherent to the Company's international operations
creates potential for losses arising from adverse changes in foreign currency
exchange rates. The Company is exposed to such foreign currency exchange rate
risk in two main areas : (i) a substantial portion of the Company's operating
expenses are and are expected to be denominated in Euros, (ii) most of the
Company's capital lease obligation is expressed in Taiwanese dollars.
Fluctuations of the parity of the Taiwanese dollar versus the Euro or the US
dollar may cause significant foreign exchange gains or losses. In addition,
gains and losses arising from the conversion to U.S. dollars of assets and
liabilities denominated in Euros or in Taiwanese dollars may contribute to
fluctuations in the Company's results of operations, which are reported in U.S.
dollars. To date, the Company has not undertaken hedging transactions to cover
its currency exposure.
PIXTECH, INC.
March 31, 1999
PART II Other Information
ITEM 1 Legal Proceedings:
Not applicable.
ITEM 2 Changes in Securities:
(a) Not applicable
(b) Not applicable
(c) Not applicable
ITEM 3 Defaults upon Senior Securities:
Not applicable.
ITEM 4 Submission of matters to a Vote of Security Holders :
Not applicable
ITEM 5 Other Information:
None.
ITEM 6 Exhibits and reports on Form 8-K:
(a) Exhibits :
27. Financial Data Schedule
2.1/++ Acquisition Agreement, dated March 19, 1999, between the
Registrant and Micron Technology, Inc. Pursuant to Item 601 (b)
(2) of Regulation S-K, the schedules and exhibits referred to in
the Agreement are omitted. The Registrant hereby undertakes to
furnish supplementally a copy of any omitted schedule or exhibit
to the Commission upon request.
2.2/++ Amendment No. 1 to Acquisition Agreement, dated as of
April 23, 1999, between the Registrant and Micron Technology,
Inc.
10.38 Employment Agreement of Jean-Luc Grand-Clement dated
January 19, 1999
10.39 Employment Agreement of Michel Garcia dated September 9,
1992
10.40 Employment Agreement of Francis Courreges dated June 28,
1993
10.41 Amendment No. 1 to Employment Agreement of Francis
Courreges dated September 27, 1996
10.42 Employment Agreement of Yves Morel dated March 16, 1994
10.43 Employment Agreement of Jean-Jacques Louart dated April 7,
1997
(b) Reports on Form 8-K :
Two reports on Form 8-K have been filed during the first quarter
of 1999 :
- on January 7, 1999, reporting under Item 5 the completion by
the Registrant of a Preferred Stock Purchase Agreement, and the
nomination by the Board of Directors, of Mr. Dieter Mezger, the
Company's President, as Chief Executive Officer to succeed
Jean-Luc Grand-Clement, and
- on March 24, 1999, reporting under Item 5 the completion by the
Registrant of an Acquisition Agreement with Micron Technology,
Inc.
PIXTECH, INC.
March 31,1999
SIGNATURE
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 thereunto duly authorized.
PIXTECH, INC.
Date: May 13, 1999 BY: /s/ Yves Morel
------------------------------------
Yves Morel
Vice President, Chief Financial Officer
Date: May 13, 1999 BY: /s/ Cathie Tomao
------------------------------------
Cathie Tomao
Chief Accounting Officer
PIXTECH, INC.
March 31,1999
EXHIBIT INDEX
Exhibit No.
- -----------
2.1/++ Acquisition Agreement, dated March 19, 1999, between the Registrant
and Micron Technology, Inc. Pursuant to Item 601 (b) (2) of Regulation
S-K, the schedules and exhibits referred to in the Agreement are
omitted. The Registrant hereby undertakes to furnish supplementally a
copy of any omitted schedule or exhibit to the Commission upon
request.
2.2/++ Amendment No. 1 to Acquisition Agreement, dated as of April 23, 1999,
between the Registrant and Micron Technology, Inc.
10.38 Employment Agreement of Jean-Luc Grand-Clement dated January 19, 1999,
10.39 Employment Agreement of Michel Garcia dated September 9, 1992,
10.40 Employment Agreement of Francis Courreges dated June 28, 1993,
10.41 Amendment No. 1 to Employment Agreement of Francis Courreges dated
September 27, 1996,
10.42 Employment Agreement of Yves Morel dated March 16, 1994,
10.43 Employment Agreement of Jean-Jacques Louart dated April 7, 1997,
27 Financial Data Schedule
++ Confidential treatment has been requested for certain portions of
these Exhibits pursuant to rule 24b-2 of the Securities Exchange Act
of 1934, as amended.