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Uni-Pixel – ‘8-K’ for 11/14/14

On:  Friday, 11/14/14, at 9:48am ET   ·   For:  11/14/14   ·   Accession #:  1185185-14-3080   ·   File #:  1-34998

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/14/14  Uni-Pixel                         8-K:8,9    11/14/14    2:42K                                    Federal Filings, LLC/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     21K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     12K 


8-K   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
FORM 8-K
 

 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
November 14, 2014
Date of Report (Date of Earliest Event Reported)

UNI-PIXEL, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
 
DELAWARE
 
75-2926437
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
8708 Technology Forest Place, Suite 100
(Address of Principal Executive Offices)
 
(281) 825-4500
(Issuer’s Telephone Number, Including Area Code)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
ITEM 8.01.  OTHER EVENTS.

On November 14, 2014, the Company issued a press release announcing that it has entered memorandums of understanding to settle the following previously disclosed lawsuits:

·  
the securities class action lawsuit pending in the U.S. District Court for the Southern District of Texas, captioned Fitzpatrick, Charles J. v. Uni-Pixel, Inc., et. al. (Cause No. 4:13-cv-01649); and

·  
the consolidated shareholder derivative lawsuit pending in the District Court of Harris County, Texas, captioned In re Uni-Pixel, Inc., Shareholder Derivative Litigation (Cause No. 2014-08251).

The proposed settlements would resolve for all defendants all of the issues that are pending in the class action and in the consolidated derivative action relating to Uni-Pixel’s public statements regarding its licensing agreements and product development. Uni-Pixel determined to settle these matters to eliminate the burden, distraction, and expense of further litigation.

If completed, the class action settlement would result in a payment of $2.35 million in cash to the settlement class, inclusive of fees and expenses. In addition, Uni-Pixel would issue $2.15 million in common stock to the settlement class. The proposed consolidated derivative settlement would result in a payment of $150,000 in cash, the issuance of $125,000 of Uni-Pixel common stock, and certain governance improvements. Uni-Pixel anticipates that the cash payment portions of both settlements, totaling $2.5 million, would be paid from insurance proceeds.

The press release is included as Exhibit 99.1 to this Current Report on Form 8-K, incorporated by reference herein, and the description of the press release is qualified in its entirety by reference to such Exhibit.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d)      Exhibits
 
Exhibit Number
 
Description
     
99.1
 
 
 

 
 
 

 
 
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 thereunto duly authorized.
 
By:
 
   
Name:
   
Title:
Chief Financial Officer
         

 

 
 
 
 
 

 

EXHIBIT INDEX
 
Exhibit Number
 
Description
     
99.1
 
 
 
 

 
 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
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Filing Submission 0001185185-14-003080   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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