UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): X Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D
--- --- --- --- ---
Form N-SAR Form N-CSR
--- ---
For Period Ended: October 31, 2008
----------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:______________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contain herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
- --------------------------------------------------------------------------------
PART I -- REGISTRANT INFORMATION
CopyTele, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant
- --------------------------------------------------------------------------------
Former Name if Applicable
900 Walt Whitman Road
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Melville, NY 11747
- --------------------------------------------------------------------------------
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or the subject distribution
report on Form 10-D, or portion thereof, will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25
(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
(Attach extra sheets if needed)
CopyTele, Inc. (the "Registrant") is filing this Form 12b-25 to report that it
is unable to file its Annual Report on Form 10-K for the year ended October 31,
2008 within the prescribed time period without unreasonable effort or expense,
because certain aspects of the Registrant's review process with respect to its
financial statements have not been completed prior to the required filing date.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Denis A. Krusos, Chairman of the Board and Chief Executive Officer 631 549-5900
------------------------------------------------------------------ ----------- ------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). Yes _X_ No
Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2008
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? X Yes No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made. See Exhibit A.
================================================================================
CopyTele, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: January 15, 2009 By: /s/ Denis A. Krusos
------------------- ------------------------------------------------
Denis A. Krusos, Chairman of the Board and Chief
Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss.232.201 or (ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (ss.232.13(b) of this chapter).
Exhibit A
CopyTele, Inc. (the "Company") has not completed certain aspects of its review
process with respect to its financial statements for the fiscal year ended
October 31, 2008. The Company expects to report a net loss for fiscal year 2008
of $5,821,604, or $.05 per share (basic and diluted), as compared to a net loss
for fiscal year 2007 of $5,458,218, or $.05 per share (basic and diluted). The
Company expects to report that net revenue increased by approximately $1,576,000
in fiscal 2008, to approximately $2,063,000, as compared to approximately
$487,000 in fiscal 2007. Revenue recognized during fiscal 2008 is expected to
include display technology license fees related to the Company's Technology
License Agreement with Videocon Industries Limited of approximately $1,687,000
compared to none in fiscal 2007. The Company expects to report that revenue from
sales of encryption products increased by approximately $129,000 in fiscal 2008,
to approximately $376,000, as compared to approximately $247,000 in fiscal 2007.
The net loss for fiscal year 2008 is expected to result in part from an increase
in the Company's research and development expenses of approximately $723,000 in
fiscal 2008, to approximately $4,127,000, from approximately $3,404,000 in
fiscal 2007, and an increase in the Company's selling, general and
administrative expenses of approximately $1,415,000 to approximately $3,830,000
in fiscal 2008, from approximately $2,415,000 in fiscal 2007, in both cases
principally due to an increase in employee stock option compensation expense,
among other things.