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):
DECEMBER 22, 1998
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
ITEM 5. OTHER EVENTS.
On December 22, 1998, PixTech, Inc. (the "Company"), The Kaufmann Fund,
Inc., Wingate Capital Ltd., Fisher Capital Ltd., The Atherton Co. and Banque
Generale de Luxembourg, fonds Interselex Equity Easdaq (the "Investors") entered
into a Preferred Stock Purchase Agreement (the "Agreement"). The Agreement and a
press release relating thereto are attached hereto as exhibits.
Pursuant to the Agreement, the Investors purchased an aggregate of 367,269
shares of the Company's newly designated Series E Convertible Preferred Stock
for an aggregate purchase price of $8,275,000. The rights and preferences of the
Series B Convertible Preferred Stock are as set forth in the Certificate of
Designations which was filed with the Secretary of State of the State of
Delaware on December 22, 1998. The Series E Convertible Preferred Stock is
convertible into common stock after June 21, 1999 at a conversion price
generally equal to approximately $2.25 per share or the market price of the
common stock at the time of the conversion. In addition to the conversion
feature, the preferred stock has a liquidation preference equal to the purchase
price of the preferred stock and a cumulative dividend. The preferred stock will
automatically convert into common stock on December 22, 2003. The preferred
stock is redeemable at the option of the Company at the issue price upon certain
events. The Company has also undertaken to file a registration statement by
January 21, 1999 covering the resale of the common stock issuable upon
conversion of the preferred stock.
On January 5, 1999, Dieter Mezger, the Company's President, was appointed
by the Company's board of directors to succeed Jean-Luc Grand-Clement as Chief
Executive Officer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
1.1 Preferred Stock Purchase Agreement among PixTech, Inc., The
Kaufmann Fund, Inc., Wingate Capital Ltd., Fisher Capital
Ltd., The Atherton Co. and Banque Generale de Luxembourg,
fonds Interselex Equity Easdaq dated as of December 22,
1998.
2.1 Certificate of Designations of the Company.
99.1 Press Release issued by the Company on December 23, 1998.
99.2 Press Release issued by the Company on January 5, 1998.
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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.
January 6, 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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1.1 Preferred Stock Purchase Agreement among PixTech, Inc., The Kaufmann
Fund, Inc., Wingate Capital Ltd., Fisher Capital Ltd., The Atherton
Co. and Banque Generale de Luxembourg, fonds Interselex Equity Easdaq
dated as of December 22, 1998.
2.1 Certificate of Designations of the Company.
99.1 Press Release issued by the Company on December 23, 1998.
99.2 Press Release issued by the Company on January 5, 1999.
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