As filed with the Securities and Exchange Commission on September 19, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COPYTELE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 11-2622630
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer Identification No.)
900 Walt Whitman Road
Melville, New York 11747
(631) 549-5900
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
COPYTELE, INC. 2000 SHARE INCENTIVE PLAN
(Full Title of Plan)
Denis A. Krusos
Chairman of the Board and Chief Executive Officer
CopyTele, Inc.
900 Walt Whitman Road
Melville, New York 11747
(631) 549-5900
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee
Share(2) Price(2)
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Common Stock, par value $0.01 per share 5,000,000 shares (3) $0.425 $2,125,000 $531.25
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(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the
Securities Act of 1933.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
of 1933, based upon the average of the high and low sales prices of the
Registrant's Common Stock on the Nasdaq National Market on September 10,
2001.
(3) Represents the registration of shares of Common Stock issuable under the
CopyTele, Inc. 2000 Share Incentive Plan.
EXPLANATORY NOTE
This Registration Statement registers 5,000,000 additional shares of common
stock of CopyTele, Inc. (the "Company"), par value $.01 per share (the "Common
Stock"), for issuance pursuant to the Company's 2000 Share Incentive Plan, as
amended. The contents of an earlier Registration Statement on Form S-8 in
respect of the Company's 2000 Share Incentive Plan, as filed with the Securities
and Exchange Commission on January 9, 2001, Registration No. 333-53416 are
hereby incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized at Melville, State of New York, on this 19th day of September,
2001.
CopyTele, Inc.
By: DENIS A. KRUSOS
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Denis A. Krusos
Chairman of the Board and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Denis A. Krusos and
Frank J. DiSanto acting individually, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Signature Title Date
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DENIS A. KRUSOS Chairman of the Board, Chief Executive Officer and September 19, 2001
------------------------------------- Director (Principal Executive Officer)
Denis A. Krusos
FRANK J. DISANTO President and Director September 19, 2001
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Frank J. DiSanto
HENRY P. HERMS Vice President-Finance, Chief Financial Officer and September 19, 2001
------------------------------------- Director (Principal Financial and Accounting
Henry P. Herms Officer)
ANTHONY BOWERS Director September 19, 2001
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Anthony Bowers
GEORGE P. LAROUNIS Director September 19, 2001
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George P. Larounis
LEWIS H. TITTERTON Director September 19, 2001
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Lewis H. Titterton
EXHIBIT INDEX
Exhibit No. Description
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4(a) - Certificate of Incorporation of the Company, as amended,
filed as Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended July 31, 1992 (incorporated
by reference).
4(b) - By-Laws of the Company, as amended and restated, filed as
Exhibit 4(b) to the Company's Registration Statement on
Form S-8, Registration No. 33-49402 (incorporated by
reference).
4(c) - CopyTele, Inc. 2000 Share Incentive Plan (the "Plan"),
filed as Annex A to the Company's Proxy Statement dated
June 12, 2000 (incorporated by reference).
4(d) Amendment No. 1 to the Plan, filed as Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended July 31, 2001 (incorporated by reference).
5 - Opinion and consent of Weil, Gotshal & Manges LLP (filed
herewith).
23(a) - Consent of Arthur Andersen LLP (filed herewith).
23(b) - Consent of Weil, Gotshal & Manges LLP (included in Exhibit
5).