SEC v. UNITED STATES, No. 4:16-cv-00621 (Oct. 13, 2017)

UNITED STATES OF AMERICA 
SECURITIES AND EXCHANGE COMMISSION 
DEFERRED PROSECUTION AGREEMENT 
1. In connection with  an investigation,  the Division of Enforcement ("Division") of 
the United States Securities and Exchange Commission ("Commission") alleges that 
Bernard Thomas Marren ("Respondent") aided and abetted  violations of Sections 13(a), 
13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934 and Rules  12b-20, 
13a-l, 13a-l 1, and 13a-13 thereunder, by not timely and appropriately acting in response 
to information about the  truth of public statements made  by Uni-Pixel, Inc. ("Uni-Pixel") 
between August 2012  and December 2013  (the "Relevant Period") (collectively, the 
"Investigation"). Prior  to a public enforcement action being brought by the Commission 
against him, without  admitting or denying these allegations, Respondent has offered  to 
accept responsibility  for his conduct and to not contest or contradict the factual 
statements  contained  in Paragraph  6 herein in any future Commission enforcement  action 
instituted against him  in the  event  he breaches  this Agreement.   Accordingly,  the 
Commission and  the Respondent enter  into this deferred prosecution agreement 
("Agreement") on  the following terms  and conditions: 
ELIGIBILITY 
2. The Respondent certifies that he has never been charged or found guilty of 
violating the federal securities laws or a party to a civil action or administrative 
proceeding concerning allegations or findings of violations of the federal securities laws. 
TERM 
3. The Respondent  understands and agrees that the provisions of this Agreement  are 
in full  force  and effect from March 3, 2016  to March 3, 2021 ("Deferred Period"), unless 
expressly stated otherwise. 
COOPERATION 
4. The Respondent agrees to cooperate fully and truthfully in the Investigation and 
any other related enforcement litigation or proceedings to which the Commission is a 
party (the "Proceedings"),regardless of the time period in which thecooperation is 
required. In addition, the Respondent 
agrees to cooperate fully and truthfully, when 
requested by theDivision's staff, in an official investigation or proceeding by any 
federal, state, or self-regulatory organization ("Other Proceedings").  The full, truthful, 
and continuing cooperation of the Respondent shall include, but not be limited to: 
a. producing all non-privileged documents  and other materials  to the 
Commission as requested by the Division's staff, wherever located, in the possession, 
custody, or control of the Respondent; 

b. appearing for interviews, at such  times  and places, as requested by  the 
Division's staff; 
c. responding fully and truthfully to all inquiries, when requested to do  so by 
the Division's staff,  in connection with  the Proceedings or Other Proceedings; 
d. testifying at trial  and other judicial proceedings, when requested to do  so 
by  the Division's staff,  in connection with  the Proceedings or Other Proceedings; 
e. accepting service by mail  or facsimile transmission of notices  or 
subpoenas  for documents  or testimony at depositions, hearings, trials, or in connection 
with the Proceedings or Other Proceedings; 
f. appointing his undersigned attorney  as agent  to receive service of such 
notices and subpoenas; 
g. waiving  the territorial limits on service contained in Rule 45 of the Federal 
Rules of Civil Procedure and any applicable local rules, when  requested  to  appear by the 
Division's staff; and 
h. entering into  tolling  agreements,  when requested to do so by the 
Division's staff, during the period of cooperation. 
STATUTE OF LIMITATIONS 
5. The Respondent agrees that the running of any statute of limitations applicable to 
any Proceedings, including any sanctions or relief that may be imposed therein, is tolled 
and suspended during the Deferred Period. 
a. The Respondent and any of his attorneys or agents shall not include the 
Deferred Period in the calculation of the running of any statute of limitations or for any 
other time-related defense applicable to the Proceeding, including any sanctions or relief 
that may be imposed therein, inasserting or relying upon any suchtime-related defense. 
b. This agreement shall not affect any applicable statute of limitations 
defense or any othertime-related defense that may beavailable to Respondent before the 
commencement of the Deferred Period or  be construed to revive a Proceeding that may 
be barred by any applicable statute oflimitations or any othertime-related defense before 
the commencement of the Deferred Period. 
c. The running ofany statute oflimitations applicable to the Proceeding shall 
commence again after the end of the Deferred Period, unless there is an extension of the 
Deferred Period executed in writing by or on behalf of the parties  hereto. 
d. This agreement  shall not be construed as an admission by the Commission 
relating to the applicability of any statute of limitations to the Proceeding, including any 

sanctions or relief that may be imposed  therein,  or to the length of any limitations period 
that may apply, or  to  the applicability of any other time-related defense. 
STATEMENT OF  FACTS1 
6. 
If this  case  had gone to trial,  the Commission would  have presented evidence 
sufficient to prove, among other things,  the following facts: 
Introduction 
a. Uni-Pixel is a Delaware corporation with  its principal place of business in 
The Woodlands, Texas. Uni-Pixel, which purports  to develop  and sell display  and  touch 
screen technologies, has  been  a Commission-reporting company since 2004,  and  has  its 
common stock quoted on  the NASDAQ. 
b. Marren,  age 80, is a resident of Mountain  View, California.   In February 
2005, Marren  was appointed  as a member of the Board of Directors for Uni-Pixel.   From 
May 2008  through May  2015, Marren served as Chairman 
of Uni-Pixel's Board of 
Directors.   In May 2015,  Marren resigned as Chairman of Uni-Pixel's Board; however, 
he continued to serve as a member of Uni-Pixel's Board. 
c. In addition to serving  on Uni-Pixel's Board: 
i. From 1972 to  1976, Marren was  the President and CEO of a 
technology company thatmanufacturedintegratedcircuits. During that time, the 
company had its common stockquoted on a national exchange andfiled reports with the 
Commission. 
ii. From  1977 to  1996, Marren was the Founder  and President of a 
technology company that distributed computer workstations, servers, and software. From 
1990through 1997,Marrenservedas the company'sViceChairmanof the Boardof 
Directors. Beginningin 1983,thecompanyhad its commonstockquotedon anational 
exchange  and filed reports  with the Commission. 
iii. From  1998 to 2013, Marren  was the President and CEO of a 
technologycompanythatmanufacturedsemiconductorandmonitorchips. Duringthat 
time, the company had its common stock quoted on a national exchange and filed reports 
with the Commission. 
d. Based on hisexperienceof over forty years serving as an officer and 
director for several public companies that filed reports with the Commission, including 
Uni-Pixel,  Marren understood  the legal requirements for disclosures contained in those 
reports and indocuments furnished to the Commission, such as pressreleases furnished 
1The facts set forth in this section are madepursuant to settlement negotiations associated with the 
violationsallegedby the Division inParagraph 1 of this Agreementand are not bindingin any other legal 
proceeding or  on any  other  person  or entity. 

as attachments to the Commission's Forms  8-K.  Specifically,  he understood that the 
disclosures contained in these  documents  could not contain  any untrue statement 
of 
material fact  or omit  to  state  a material fact necessary  to make  the statements made,  in 
light of the circumstances under  which such statements were made,  to not be misleading. 
e. Marren testified in the Investigation.   During  Marren5s testimony, he 
testified that:  (i) Uni-Pixel's CEO was "basically out of control  on [company]  press 
releases;" and  (ii) despite repeatedly instructing Uni-Pixel's CEO  to stop  issuing  press 
releases containing false and/or misleading information, he took  no affirmative steps  to 
implement any oversight 
of outgoing press  releases  or correct misleading press releases 
after their issuance. Example press releases are discussed below: 
Press Release #1 
f. On July 24,  2012, Uni-Pixel issued a press  release announcing that  it had 
achieved "production qualification" with  a manufacturing and distribution partner 
("Partner A")  for Diamond Guard -  a product Uni-Pixel  touted as being  a hard coat  film 
designed as a cover  glass replacement or protective cover  film for mobile  and display 
devices ("Press Release #1"). Uni-Pixel's then CEO claimed in Press Release #1  that 
achieving "production qualification"  represented a "large-volume certification" that 
allowed Uni-Pixel to "begin widespread commercialization" of Diamond Guard.  Press 
Release #1 was furnished to the Commission as an attachment to Form 8-K filed  on July 
24,2012. 
g. Marren was aware of Press Release#1 because heforwarded it to several 
third parties on or about July 24,  2012. 
h. On August 15, 2012, heattendeda meeting of Uni-Pixel's board of 
directors, at which Uni-Pixel's  CEO stated that the company was still experiencing 
difficulty with getting its Diamond Guard product "qualified;" in other words, the 
product was not ready to be manufactured incommercial quantities forend-consumer 
use. 
i. Soon thereafter,  Marren traveled to Partner A's place of business and 
discussed the issue with Partner's A's general manager, who confirmed the statements 
that Uni-Pixel's CEO made to the Uni-Pixel Board. 
j. Based on the information Marren learned from Uni-Pixel's CEO at the 
Augustboardmeeting, which was corroboratedbystatements madeby the general 
manager at PartnerA, Marrenconcluded that thestatements in PressRelease #1 
regarding Partner A's "productionqualification" were false andmisleading because 
Diamond Guard was not "qualified" and capable ofbeing manufactured in commercial 
quantities for end-consumer use. 

Press Releases #2& #3 
k. On May 24, 2013, Marren attended a meeting of Uni-Pixel's board of 
directors at which the board discussed concerns raised by Uni-Pixel's Vice President of 
Manufacturing who believed that company press releases dated  April  30,  2013  and May 
20,  2013 materially misrepresented the company's continuous manufacturing capabilities. 
("Press Release #2" and "Press Release #3," respectively). 
1. As background, in addition to its Diamond Guard product, Uni-Pixel also 
publicly disclosed at least as early as October  2011  that  it was developing technology that 
could manufacture on  a "high-volume roll-to-roll  or continuous flow manufacturing 
process" touch sensors to be used  in electronic  devices  utilizing  touch screen capability. 
On December 7, 2012, Uni-Pixel announced that  it had entered into  a "multi-million 
dollar preferred price and  capacity  license agreement" with an undisclosed "PC  maker*  to 
develop and introduce products  that feature Uni-Pixel's touch sensor technology. 
m. Press Release #2 claimed that Uni-Pixel had "begun shipping initial 
batches of sensors to  [its] PC maker  licensee.  The  initial shipment quantities on the 
production line started at fifty moving to hundreds and then thousands over the next 
several months." Press Release #2  also claimed that Uni-Pixel had "reached [its] target 
production equipment  capacity of 60,000 square feet per month."  In reality, however, 
none 
of the fifty sensors initially shipped to the PC maker were produced by Uni-Pixel's 
high-volume production line, but were manually manufactured from beakers in a lab. 
Press Release #2 was furnished to the Commission as an attachment to Form 8-K filed on 
April 30, 2013. 
n. Press Release #3 reiterated that Uni-Pixel had "recently reported shipping 
initial batches of sensors to  its  PC maker licensee from  its Texas manufacturing 
facilities." Press Release #3 was furnished to the Commission as an attachment to Form 
8-K filed on May 20, 2013. 
o. At the May 24, 2013 board meeting, Uni-Pixel's board also discussed 
companydisclosures andspecificallythe desire toensure informationwas only being 
disclosed throughcompany-authorized means to ensure thecompany was speaking 
through"one voice" and "a clearmessagewouldbe sent to thepublic." As part of the 
meeting,the boarddiscussedhavingtwodirectors reviewpressreleasesprior torelease. 
p. Marren did not investigate the Vice President of Manufacturing's concerns 
about the Press Releases #2 and #3.  Marren also did not implement a policy or otherwise 
ensure that at least two members 
of the board reviewed press releases after May 24, 2013. 
Press Release #4 
q. On November7, 2013,Uni-Pixelissued a press releaseannouncingthat it 
had received its first purchase order from the company's "lead PC [maker]" and expected 
to ship commercial product  in the fourth quarter of 2013 ("Press Release #4").  Press 

Release #4 was furnished to the Commission as an attachment to Form 8-K filed on 
November 7, 2013. 
r. Marren learned soon thereafter  that the purchase order  only entailed 1,000 
total units at a price of $0.01 per unit -significantly lower than Uni-Pixel's own 
manufacturing costs 
per unit.   Marren  expressed  to Uni-Pixel's CEO  and others  at the 
company that  this was  not  a meaningful order because it reflected  a "preposterous price" 
and resulted in a "fictitious" order. Despite believing that  Press Release #4  was 
misleading because it implicitly claimed  Uni-Pixel  had  received  a purchase order with 
legitimate business terms, Marren took  no action to correct this information. 
s. In December 2013, Marren learned that Uni-Pixel's senior management
 
did  not believe the company could  fulfill  the purchase order by  the  end of 2013.   In
 
response to learning this, Marren took affirmative steps  to cause the dismissal of Uni­
Pixel's CEO on December 30, 2013.
 
PROHIBITIONS 
7. During  the Deferred Period,  the Respondent  understands  and agrees  to comply 
with  the following prohibitions: 
a. to refrain  from violating,  aiding or abetting,  or causing  any violation of the 
federal and state securities laws; and 
b. to refrain from acting as an officer or director of any issuer that has a class 
of securities registered pursuant toSection 12 of theExchangeAct or that is required to 
file reports pursuant  to Section  15(d) of the Exchange Act. 
UNDERTAKINGS 
8. DuringtheDeferred Period,theRespondentunderstandsand agreesto perform 
the following undertakings: 
a. to resign fromallofficeranddirectorpositionsheld withissuersthat have 
a class of securities registered pursuant toSection 12 of theExchange Act or that are 
requiredtofilereportspursuanttoSection 15(d)of theExchangeAct,andtoprovide 
written confirmation  to the Division, on or March 3, 2016, of each such resignation, the 
date ofresignation, the positionresigned, and the issuer with whom the positionwas 
previously held; 
b. to providewrittennotificationto the Division,withinfivedays,if he has 
beenquestioned,charged,orconvictedof anoffenseby anyfederal, state, or local law 
enforcement organization or regulatory agency; 
c. to provide writtennotificationto theDivision,within five days,if he has 
beenquestioned, a formal orinformal complainthas been made against him, or any 

disciplinary action has been taken against him by any self-regulatory organization or 
professional licensing board; and 
d. to provide the Division  with a written certification of compliance with the 
prohibitions and undertakings in this Agreement  between forty-five  and sixty  days before 
the end of the Deferred Period. 
PUBLIC STATEMENTS 
9. After the Deferred Period begins, March 3, 2016,  the Respondent agrees not  to 
take  any action or  to make or permit any  public statement through present or future 
attorneys, employees, agents, or other persons authorized to speak for  him, except in 
connection with  legal proceedings in which  the Commission is not a party, denying, 
directly or indirectly, any aspect of this Agreement or creating the impression that  the 
statements in Paragraph 6 of this Agreement are without  factual  basis. If it is determined 
by  the Commission that a public statement by the Respondent or any related person 
contradicts in whole or in part  this  Agreement,  at its sole discretion, the Commission may 
bring an enforcement action  in accordance with Paragraphs 12 through 14. 
10. Prior to Respondent issuing a press release concerning this Agreement, or prior to 
providing comments on any press release that Uni-Pixel may ask Respondent to review 
concerning this Agreement, the Respondent agrees to have the text of the release 
approved by the staff of the Division prior to issuance or prior to providing comments to 
Uni-Pixel. 
SERVICE 
11. TheRespondent agreestoserveby handdeliveryor bynext-daymail all written 
notices and correspondence required by or related to this Agreement to the Associate 
Director, Enforcement for the SEC's Fort Worth Regional Office, at 801 Cherry Street, 
Suite 1900, Fort Worth, Texas 76102, (817) 978-1417, unless otherwise directed in 
writing by the staffofthe  Division. 
VIOLATION OF AGREEMENT 
12. TheRespondentunderstandsand agreesthat it shall be aviolationof this 
Agreement if he knowingly provides false or misleading information or materials in 
connectionwith theProceedingsor OtherProceedings. In the event of suchmisconduct, 
the Division will advise the Commission of the Respondent's misconduct and may make 
a criminalreferralforproviding falseinformation(18 U.S.C. §1001),perjury (18 U.S.C. 
§1621),makingfalsestatementsordeclarationsin courtproceedings(18 U.S.C. §1623), 
contempt (18 U.S.C. §§ 401-402) and/or obstructing justice (18 U.S.C. § 1503 etseq.). 
13 TheRespondentunderstandsand agreesthat it shall be a violation of this 
Agreement if he violates thefederalsecuritieslaws after entering into thisagreement. It 
is further understood and agreed that should the Division determine that the Respondent 

has  failed  to comply with  any  term or condition of this Agreement, the Division will 
notify the Respondent or his  counsel of this fact and provide  an opportunity for the 
Respondent to make a submission consistent with  the procedures set  forth  in the 
Securities Act of 1933 Release No.  5310. Under these circumstances, the Division may, 
in  its  sole discretion and  not subject to judicial review, recommend to the Commission an 
enforcement action against the Respondent for  any securities law violations, including, 
but not limited to,  the substantive offenses relating to  the Investigation. Nothing in this 
agreement limits the Division's discretion to recommend to the Commission an 
enforcement action against the Respondent for future violations of the federal securities 
laws, without notice, to protect the public interest. 
14. The Respondent understands and agrees  that in any  future enforcement action 
resulting  from his violation of the Agreement,  any documents,  statements, information, 
testimony, or evidence  provided  by him during the Proceedings or Other Proceedings, 
and any leads derived there from, may be used against him in future legal proceedings. 
15. In the event he breaches this Agreement, the Respondent agrees not  to contest or 
contradict in any future Commission enforcement action the factual statements contained 
in Paragraph 6 above as admissions pursuant to Federal Rule of Evidence 801(d)(2). 
COMPLIANCE WITH AGREEMENT 
16. Subject to the full,truthful,andcontinuingcooperationof theRespondent,as 
described in Paragraph 4, andcomplianceby Respondent with all obligations, 
prohibitions and undertakings in the Agreement during the Deferred Period, the 
Commission agrees not to bring anyenforcement action orproceeding against the 
Respondent arising from theInvestigation, aftertheconclusionof theDeferredPeriod. 
17. TheRespondentunderstandsandagreesthat this Agreementdoesnot bind other 
federal, state orself-regulatory organizations,but the Commissionmay,at itsdiscretion, 
issue a letter to theseorganizationsdetailingthe fact, manner,and extent of his/her 
cooperation during the Proceedings orOther Proceedings, upon the written request ofthe 
Respondent. 
18. TheRespondent understands andagrees that the Agreement onlyprovides 
protection against enforcement actions arising from the Investigation and does notrelate 
to any otherviolations or any individual orentityotherthanthe Respondent. 
VOLUNTARY AGREEMENT 
19. TheRespondent's decision toenter into this Agreement isfreely andvoluntarily 
made and is not the result of force, threats, assurances, promises, or representations other 
than those contained in this Agreement. 
20. TheRespondent hasread andunderstands thisAgreement. Furthermore, he has 
reviewedalllegalandfactual aspectsofthismatterwithhisattorneyand is fullysatisfied 

with  his attorney's legal representation. The Respondent has thoroughly reviewed this 
Agreement with  his attorney and has received satisfactory explanations concerning each 
paragraph 
of the Agreement. After  conferring  with his attorney and considering all 
available alternatives, the Respondent has  made  a knowing decision to enter into  the 
Agreement. 
ENTIRETY OF AGREEMENT 
21. This Agreement constitutes the  entire agreement between the Commission and  the 
Respondent, and supersedes all prior understandings, if any, whether oral  or written, 
relating to  the subject matter herein. 
22. This Agreement cannot be  modified  except  in writing,  signed  by  the Respondent 
and  a representative of the Commission. 
23. In the event  an ambiguity or a question of intent or interpretation arises,  this 
Agreement shall be construed  as if drafted jointly by the parties hereto, and no 
presumption or burden of proof shall arise favoring or disfavoring the Commission or the 
Respondent by virtue of the authorship of any of the provisions of the Agreement. 

The signatories below acknowledge acceptance of the foregoing terms and conditions. 
RESPONDENT 
A*~i^ &%>~«^ $to-++^_^ 
Date	 
Bernard Thomas Marren 
The foregoing instrument was acknowledged before me this ^Iday of (J6l 20l5!>, 
by^(ft$<d MJ0M& l/liitrVdA, who j}<L is apersonally known to me or who has 
produced a valid driver's license as identification and who did take an oath. 
Notary Public
State: fc}Ufo/(4('£{ .,q
Commission number: 1^1 r J)\H< 
*A** *  * itiiii
Commission expiration: M^'f	 / 3^ '^Oi fo 
JORGE  E.  LOPEZ 
Commission  #  1978149 
i 
Notary Public  - California 
RESPONDENT'S COUNSEL 
Santa Clara County 5 
My Comm. Expires May 13, 2016 £ 
Approved as  to  form: 
JO
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a 
Date	 
Stephen J.; Korotash 
MorgaivLewis & Bockius  LLP 
1717 Main Street, Suite 3200 
Dallas, TX 75201 
(214)466-4114 
SECURITIES AND EXCHANGE COMMISSION 
DIVISION OF ENFORCEMENT 
JAvtJe 3, lolls 
Date	 
David L. Peavler 
Associate Regional Director 
10 

UNITED STATES OF AMERICA 

SECURITIES AND EXCHANGE COMMISSION 

DEFERRED PROSECUTION AGREEMENT 

1. In connection with an investigation, the Division of Enforcement ("Division") of 
the United States Securities and Exchange Commission ("Commission") alleges that 
Bernard Thomas Marren ("Respondent") aided and abetted violations of Sections 13(a), 
13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934 and Rules 12b-20, 
13a-l, 13a-l 1, and 13a-13 thereunder, by not timely and appropriately acting in response 
to information about the truth of public statements made by Uni-Pixel, Inc. ("Uni-Pixel") 
between August 2012 and December 2013 (the "Relevant Period") (collectively, the 
"Investigation"). Prior to a public enforcement action being brought by the Commission 
against him, without admitting or denying these allegations, Respondent has offered to 
accept responsibility for his conduct and to not contest or contradict the factual 
statements contained in Paragraph 6 herein in any future Commission enforcement action 
instituted against him in the event he breaches this Agreement. Accordingly, the 
Commission and the Respondent enter into this deferred prosecution agreement 
("Agreement") on the following terms and conditions: 

ELIGIBILITY 

2. The Respondent certifies that he has never been charged or found guilty of 
violating the federal securities laws or a party to a civil action or administrative 
proceeding concerning allegations or findings of violations of the federal securities laws. 

TERM 

3. The Respondent understands and agrees that the provisions of this Agreement are 
in full force and effect from March 3, 2016 to March 3, 2021 ("Deferred Period"), unless 
expressly stated otherwise. 

COOPERATION 

4. The Respondent agrees to cooperatefully and truthfully in the Investigationand 
any other related enforcement litigation or proceedings to which the Commission is a 
party (the "Proceedings"), regardless of the time period in which the cooperation is 
required. In addition, the Respondent agrees to cooperate fully and truthfully, when 
requested by the Division's staff, in an official investigationor proceedingby any 
federal, state, or self-regulatory organization ("Other Proceedings"). The full, truthful, 
and continuing cooperation of the Respondent shall include, but not be limited to: 

a. producing all non-privileged documents and other materials to the 
Commission as requested by the Division's staff, wherever located, in the possession, 
custody, or control of the Respondent; 



b. appearing for interviews, at such times and places, as requested by the 
Division's staff; 

c. responding fully and truthfully to all inquiries, when requested to do so by 
the Division's staff, in connection with the Proceedings or Other Proceedings; 

d. testifying at trial and other judicial proceedings, when requested to do so 
by the Division's staff, in connection with the Proceedings or Other Proceedings; 

e. accepting service by mail or facsimile transmission of notices or 
subpoenas for documents or testimony at depositions, hearings, trials, or in connection 
with the Proceedings or Other Proceedings; 

f. appointing his undersigned attorney as agent to receive service of such 
notices and subpoenas; 

g. waiving the territorial limits on service contained in Rule 45 of the Federal 
Rules of Civil Procedure and any applicable local rules, when requested to appear by the 
Division's staff; and 

h. entering into tolling agreements, when requested to do so by the 
Division's staff, during the period of cooperation. 

STATUTE OF LIMITATIONS 

5. The Respondent agrees that the running of any statute of limitations applicable to 
any Proceedings, including any sanctions or relief that may be imposed therein, is tolled 
and suspended during the Deferred Period. 

a. The Respondent and any of his attorneys or agents shall not include the 
Deferred Period in the calculation of the running of any statute of limitations or for any 
other time-related defense applicable to the Proceeding, including any sanctions or relief 
that may be imposed therein, in asserting or relyingupon any such time-related defense. 

b. This agreement shall not affect any applicable statute of limitations 
defense or any other time-related defensethat may be available to Respondent before the 
commencement of the Deferred Period or be construed to revive a Proceeding that may 
be barred by any applicablestatute of limitations or any other time-related defensebefore 
the commencement of the Deferred Period. 

c. The running of any statute of limitationsapplicable to the Proceeding shall 
commence again after the end of the Deferred Period, unless there is an extension of the 
Deferred Period executed in writing by or on behalf of the parties hereto. 

d. This agreement shall not be construed as an admission by the Commission 
relating to the applicability of any statute of limitations to the Proceeding, including any 



sanctions or relief that may be imposed therein, or to the length of any limitations period 
that may apply, or to the applicability of any other time-related defense. 

STATEMENT OF FACTS1 

6. If this case had gone to trial, the Commission would have presented evidence 
sufficient to prove, among other things, the following facts: 

Introduction 

a. Uni-Pixel is a Delaware corporation with its principal place of business in 
The Woodlands, Texas. Uni-Pixel, which purports to develop and sell display and touch 
screen technologies, has been a Commission-reporting company since 2004, and has its 
common stock quoted on the NASDAQ. 

b. Marren, age 80, is a resident of Mountain View, California. In February 
2005, Marren was appointed as a member of the Board of Directors for Uni-Pixel. From 
May 2008 through May 2015, Marren served as Chairman of Uni-Pixel's Board of 
Directors. In May 2015, Marren resigned as Chairman of Uni-Pixel's Board; however, 
he continued to serve as a member of Uni-Pixel's Board. 

c. In addition to serving on Uni-Pixel's Board: 

i. From 1972 to 1976, Marren was the President and CEO of a 
technologycompany that manufactured integrated circuits. Duringthat time, the 
company had its common stockquoted on a national exchange and filed reports with the 
Commission. 

ii. From 1977 to 1996, Marren was the Founder and President of a 
technology company that distributed computer workstations, servers, and software. From 
1990 through 1997, Marren served as the company's Vice Chairman of the Board of 
Directors. Beginning in 1983, the company had its common stockquoted on a national 
exchange and filed reports with the Commission. 

iii. From 1998 to 2013, Marren was the President and CEO of a 
technology company that manufactured semiconductor andmonitor chips. During that 
time, the company had its common stock quoted on a national exchange and filed reports 
with the Commission. 

d. Based on his experience of over forty years servingas an officer and 
director for several public companies that filed reports with the Commission, including 
Uni-Pixel, Marren understood the legal requirements for disclosures contained in those 
reports and in documents furnished to the Commission, suchas pressreleases furnished 

1The facts set forth in this sectionare madepursuant to settlement negotiations associated withthe 
violations alleged by the Division in Paragraph 1of this Agreement andare not binding in anyother legal 
proceeding or on any other person or entity. 



as attachments to the Commission's Forms 8-K. Specifically, he understood that the 
disclosures contained in these documents could not contain any untrue statement of 
material fact or omit to state a material fact necessary to make the statements made, in 
light of the circumstances under which such statements were made, to not be misleading. 

e. Marren testified in the Investigation. During Marren5s testimony, he 
testified that: (i) Uni-Pixel's CEO was "basically out of control on [company] press 
releases;" and (ii) despite repeatedly instructing Uni-Pixel's CEO to stop issuing press 
releases containing false and/or misleading information, he took no affirmative steps to 
implement any oversight of outgoing press releases or correct misleading press releases 
after their issuance. Example press releases are discussed below: 

Press Release #1 

f. On July 24, 2012, Uni-Pixel issued a press release announcing that it had 
achieved "production qualification" with a manufacturing and distribution partner 
("Partner A") for Diamond Guard - a product Uni-Pixel touted as being a hard coat film 
designed as a cover glass replacement or protective cover film for mobile and display 
devices ("Press Release #1"). Uni-Pixel's then CEO claimed in Press Release #1 that 
achieving "production qualification" represented a "large-volume certification" that 
allowed Uni-Pixel to "begin widespread commercialization" of Diamond Guard. Press 
Release #1 was furnished to the Commission as an attachment to Form 8-K filed on July 
24,2012. 

g. Marren was aware of Press Release #1 becausehe forwarded it to several 
third parties on or about July 24, 2012. 

h. On August 15, 2012,he attended a meetingof Uni-Pixel's board of 
directors, at which Uni-Pixel's CEO stated that the company was still experiencing 
difficulty with getting its Diamond Guard product "qualified;" in other words, the 
productwasnot ready to be manufactured in commercial quantities for end-consumer 
use. 

i. Soon thereafter, Marren traveled to Partner A's place of business and 
discussed the issue with Partner's A's general manager, who confirmed the statements 
that Uni-Pixel's CEO made to the Uni-Pixel Board. 

j. Based on the information Marren learned from Uni-Pixel's CEO at the 
August boardmeeting, which was corroborated by statements made by the general 
managerat PartnerA, Marrenconcluded that the statements in PressRelease #1 
regarding PartnerA's "production qualification" werefalseand misleading because 
Diamond Guard was not "qualified" and capable ofbeing manufactured in commercial 
quantities for end-consumer use. 



Press Releases #2 & #3 

k. On May 24, 2013, Marren attended a meeting of Uni-Pixel's board of 
directors at which the board discussed concerns raised by Uni-Pixel's Vice President of 
Manufacturing who believed that company press releases dated April 30, 2013 and May 
20, 2013 materially misrepresented the company's continuous manufacturing capabilities. 
("Press Release #2" and "Press Release #3," respectively). 

1. As background, in addition to its Diamond Guard product, Uni-Pixel also 
publicly disclosed at least as early as October 2011 that it was developing technology that 
could manufacture on a "high-volume roll-to-roll or continuous flow manufacturing 
process" touch sensors to be used in electronic devices utilizing touch screen capability. 
On December 7, 2012, Uni-Pixel announced that it had entered into a "multi-million 
dollar preferred price and capacity license agreement" with an undisclosed "PC maker* to 
develop and introduce products that feature Uni-Pixel's touch sensor technology. 

m. Press Release #2 claimed that Uni-Pixel had "begun shipping initial 
batches of sensors to [its] PC maker licensee. The initial shipment quantities on the 
production line started at fifty moving to hundreds and then thousands over the next 
several months." Press Release #2 also claimed that Uni-Pixel had "reached [its] target 
production equipment capacity of 60,000 square feet per month." In reality, however, 
none of the fifty sensors initially shipped to the PC maker were produced by Uni-Pixel's 
high-volume production line, but were manually manufactured from beakers in a lab. 
Press Release #2 was furnished to the Commission as an attachment to Form 8-K filed on 

April 30, 2013. 

n. Press Release #3 reiterated that Uni-Pixel had "recently reported shipping 
initial batches of sensors to its PC maker licensee from its Texas manufacturing 
facilities." Press Release #3 was furnished to the Commission as an attachment to Form 

8-K filed on May 20, 2013. 

o. At the May 24, 2013 board meeting, Uni-Pixel's board also discussed 
company disclosures and specifically the desire to ensure information was onlybeing 
disclosed throughcompany-authorized means to ensurethe company was speaking 
through"one voice" and "a clearmessage would be sent to thepublic." As part of the 
meeting, the board discussed having two directors review press releases prior to release. 

p. Marren did not investigate the Vice President of Manufacturing's concerns 
about the Press Releases #2 and #3. Marren also did not implement a policy or otherwise 
ensure that at least two members of the board reviewed press releases after May 24, 2013. 

Press Release #4 

q. On November7, 2013,Uni-Pixel issueda press releaseannouncing that it 
had received its first purchase order from the company's "lead PC [maker]" and expected 
to ship commercial product in the fourth quarter of 2013 ("Press Release #4"). Press 



Release #4 was furnished to the Commission as an attachment to Form 8-K filed on 

November 7, 2013. 

r. Marren learned soon thereafter that the purchase order only entailed 1,000 
total units at a price of $0.01 per unit - significantly lower than Uni-Pixel's own 
manufacturing costs per unit. Marren expressed to Uni-Pixel's CEO and others at the 
company that this was not a meaningful order because it reflected a "preposterous price" 
and resulted in a "fictitious" order. Despite believing that Press Release #4 was 
misleading because it implicitly claimed Uni-Pixel had received a purchase order with 
legitimate business terms, Marren took no action to correct this information. 

s. In December 2013, Marren learned that Uni-Pixel's senior management
 
did not believe the company could fulfill the purchase order by the end of 2013. In
 
response to learning this, Marren took affirmative steps to cause the dismissal of Uni­
Pixel's CEO on December 30, 2013.
 

PROHIBITIONS 

7. During the Deferred Period, the Respondent understands and agrees to comply 
with the following prohibitions: 

a. to refrain from violating, aiding or abetting, or causing any violation of the 
federal and state securities laws; and 

b. to refrain from acting as an officer or director of any issuer that has a class 
of securities registeredpursuant to Section 12of the Exchange Act or that is required to 
file reports pursuant to Section 15(d) of the Exchange Act. 

UNDERTAKINGS 

8. During the Deferred Period, the Respondent understands and agrees to perform 
the following undertakings: 

a. to resign from all officer anddirector positions held with issuers that have 
a class of securitiesregisteredpursuantto Section 12 of the Exchange Act or that are 
required to file reports pursuant to Section 15(d) of theExchange Act, and to provide 
written confirmation to the Division, on or March 3, 2016, of each such resignation, the 
date of resignation, the positionresigned, and the issuerwith whom the positionwas 
previously held; 

b. to providewritten notification to the Division, within five days, if he has 
been questioned, charged, or convicted of an offense by any federal, state,or local law 
enforcement organization or regulatory agency; 

c. to provide writtennotification to the Division, withinfive days, if he has 
been questioned, a formal or informal complaint has been made againsthim, or any 



disciplinary action has been taken against him by any self-regulatory organization or 
professional licensing board; and 

d. to provide the Division with a written certification of compliance with the 
prohibitions and undertakings in this Agreement between forty-five and sixty days before 
the end of the Deferred Period. 

PUBLIC STATEMENTS 

9. After the Deferred Period begins, March 3, 2016, the Respondent agrees not to 
take any action or to make or permit any public statement through present or future 
attorneys, employees, agents, or other persons authorized to speak for him, except in 
connection with legal proceedings in which the Commission is not a party, denying, 
directly or indirectly, any aspect of this Agreement or creating the impression that the 
statements in Paragraph 6 of this Agreement are without factual basis. If it is determined 
by the Commission that a public statement by the Respondent or any related person 
contradicts in whole or in part this Agreement, at its sole discretion, the Commission may 
bring an enforcement action in accordance with Paragraphs 12 through 14. 

10. Prior to Respondent issuing a press release concerning this Agreement, or prior to 
providing comments on any press release that Uni-Pixelmay ask Respondent to review 
concerning this Agreement, the Respondent agrees to have the text of the release 
approved by the staff of the Division prior to issuance or prior to providing comments to 
Uni-Pixel. 

SERVICE 

11. The Respondent agrees to serve by handdelivery or by next-day mail all written 
notices and correspondence required by or related to this Agreement to the Associate 
Director, Enforcement for the SEC's Fort Worth Regional Office, at 801 Cherry Street, 
Suite 1900, Fort Worth, Texas 76102, (817) 978-1417,unless otherwise directed in 
writing by the staff of the Division. 

VIOLATION OF AGREEMENT 

12. The Respondent understands and agrees that it shallbe a violation of this 
Agreement if he knowingly provides false or misleading information or materials in 
connectionwith the Proceedings or Other Proceedings. In the event of such misconduct, 
the Division will advise the Commission of the Respondent's misconduct and may make 
a criminal referral for providing false information (18 U.S.C. § 1001), perjury(18 U.S.C. 
§ 1621), making false statements or declarations in courtproceedings (18 U.S.C. § 1623), 
contempt (18 U.S.C. §§ 401-402) and/or obstructing justice (18 U.S.C. § 1503 etseq.). 

13 The Respondent understands and agrees that it shall be a violationof this 
Agreement if he violates the federal securities laws after entering into this agreement. It 
is further understood and agreed that should the Division determine that the Respondent 



has failed to comply with any term or condition of this Agreement, the Division will 
notify the Respondent or his counsel of this fact and provide an opportunity for the 
Respondent to make a submission consistent with the procedures set forth in the 
Securities Act of 1933 Release No. 5310. Under these circumstances, the Division may, 
in its sole discretion and not subject to judicial review, recommend to the Commission an 
enforcement action against the Respondent for any securities law violations, including, 
but not limited to, the substantive offenses relating to the Investigation. Nothing in this 
agreement limits the Division's discretion to recommend to the Commission an 
enforcement action against the Respondent for future violations of the federal securities 
laws, without notice, to protect the public interest. 

14. The Respondent understands and agrees that in any future enforcement action 
resulting from his violation of the Agreement, any documents, statements, information, 
testimony, or evidence provided by him during the Proceedings or Other Proceedings, 
and any leads derived there from, may be used against him in future legal proceedings. 

15. In the event he breaches this Agreement, the Respondent agrees not to contest or 
contradict in any future Commission enforcement action the factual statements contained 
in Paragraph 6 above as admissions pursuant to Federal Rule of Evidence 801(d)(2). 

COMPLIANCE WITH AGREEMENT 

16. Subject to the full, truthful, and continuing cooperation of the Respondent, as 
described in Paragraph 4, and compliance by Respondentwith all obligations, 
prohibitions and undertakings in the Agreement during the Deferred Period, the 
Commission agreesnot to bringany enforcement actionor proceeding against the 
Respondent arising from the Investigation, aftertheconclusion of theDeferred Period. 

17. TheRespondent understands and agrees that this Agreement does notbindother 
federal, stateor self-regulatory organizations, but the Commission may, at its discretion, 
issue a letter to these organizations detailing the fact, manner, and extentof his/her 
cooperation during the Proceedings orOther Proceedings, upon the written request of the 
Respondent. 

18. The Respondent understands andagrees that the Agreement onlyprovides 
protection against enforcement actions arising from the Investigation and does notrelate 
to anyotherviolations or any individual or entity otherthanthe Respondent. 

VOLUNTARY AGREEMENT 

19. TheRespondent's decision to enter into this Agreement is freely andvoluntarily 
made and is not the result of force, threats, assurances, promises, or representations other 
than those contained in this Agreement. 

20. TheRespondent has read andunderstands thisAgreement. Furthermore, he has 
reviewed all legal and factual aspects of this matter with his attorney andis fully satisfied 



with his attorney's legal representation. The Respondent has thoroughly reviewed this 
Agreement with his attorney and has received satisfactory explanations concerning each 
paragraph of the Agreement. After conferring with his attorney and considering all 
available alternatives, the Respondent has made a knowing decision to enter into the 
Agreement. 

ENTIRETY OF AGREEMENT 

21. This Agreement constitutes the entire agreement between the Commission and the 
Respondent, and supersedes all prior understandings, if any, whether oral or written, 
relating to the subject matter herein. 

22. This Agreement cannot be modified except in writing, signed by the Respondent 
and a representative of the Commission. 

23. In the event an ambiguity or a question of intent or interpretation arises, this 
Agreement shall be construed as if drafted jointly by the parties hereto, and no 
presumption or burden of proof shall arise favoring or disfavoring the Commission or the 
Respondent by virtue of the authorship of any of the provisions of the Agreement. 



The signatories below acknowledge acceptance of the foregoing terms and conditions. 

RESPONDENT 

A*~i^ &%>~«^ $to-++^_^ 
Date	 Bernard Thomas Marren 

The foregoing instrument was acknowledged before me this ^Iday of (J6l 20l5!>, 
by^(ft$<d MJ0M& l/liitrVdA, who j}<L is apersonally known to me or who has 
produced a valid driver's license as identification and who did take an oath. 

Notary Public
State: fc}Ufo/(4('£{ . ,q
Commission number: 1^1 r J)\H< 

*A** * * itiiiiCommission expiration: M^'f	 / 3^ '^Oi fo JORGE E. LOPEZ 
Commission # 1978149 i 
Notary Public - California 

RESPONDENT'S COUNSEL Santa Clara County 5 
My Comm. Expires May 13, 2016 £ 

Approved as to form: 

JO?/Wa 
Date	 Stephen J.; Korotash 

MorgaivLewis & Bockius LLP 
1717 Main Street, Suite 3200 

Dallas, TX 75201 
(214)466-4114 

SECURITIES AND EXCHANGE COMMISSION 

DIVISION OF ENFORCEMENT 

JAvtJe 3, lolls 
Date	 David L. Peavler 

Associate Regional Director 

10