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):
May 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
Item 2. Acquisition or Disposition of Assets.
On May 19, 1999, PixTech, Inc. (the "Company") and Micron Technology, Inc.
("Micron") closed the Company's acquisition of certain assets of Micron relating
to field emission displays including certain equipment and other tangible
assets, certain contract rights related to the tangible assets and $4.35 million
of cash 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 (the
"Acquisition"). The Company was also granted a ten year, worldwide, royalty
free license to Micron's FED related patents and patent applications and entered
into a three year lease to the building owned by Micron in which the acquired
assets are located. A press release relating to the Acquisition is attached
hereto as an exhibit.
The number of shares of the Company's Common Stock, and the warrant to
purchase shares of the Company's Common Stock, delivered as the consideration
was determined through arms-length negotiation between the parties. There was
no material relationship between Micron or its stockholders and the Company or
any of its affiliates, directors or officers, or any associate of the Company's
director or officer.
The assets acquired in the Acquisition were used by Micron in the business of
developing and producing field emission displays. The Company intends to
utilize the assets obtained in the Acquisition in the same manner as they were
utilized by Micron.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
To be filed by amendment.
(c) Exhibits
2.1 Acquisition Agreement dated as of March 19, 1999 between
Micron Technology, Inc. and PixTech, Inc. relating to the
purchase and sale of Micron's Display Division Business.
Filed as Exhibit 2.1 to the Company's quarterly report on
Form 10-Q for the period ended March 31, 1999.
2.2 Amendment No. 1 to Acquisition Agreement, dated as of April
23, 1999, between Micron Technology, Inc. and PixTech, Inc.
Filed as Exhibit 2.2 to the Company's quarterly report on
Form 10-Q for the period ended March 31, 1999.
2.3 Amendment No. 2 to Acquisition Agreement, dated as of May 17,
1999, between Micron Technology, Inc. and PixTech, Inc.
Filed herewith.
99.1 Press Release issued by the Company on May 19, 1999. Filed
herewith.
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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.
May 26, 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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2.1 Acquisition Agreement dated as of March 19, 1999 between Micron
Technology, Inc. and PixTech, Inc. relating to the purchase and
sale of Micron's Display Division Business. Filed as Exhibit 2.1
to the Company's quarterly report on Form 10-Q for the period
ended March 31, 1999.
2.2 Amendment No. 1 to Acquisition Agreement, dated as of April 23,
1999, between Micron Technology, Inc. and PixTech, Inc. Filed
as Exhibit 2.2 to the Company's quarterly report on Form 10-Q for
the period ended March 31, 1999.
2.3 Amendment No. 2 to Acquisition Agreement, dated as of May 17,
1999, between Micron Technology, Inc. and PixTech, Inc. Filed
herewith.
99.1 Press Release issued by the Company on May 19, 1999. Filed
herewith