As filed with the Securities and Exchange Commission on September 19, 2001 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- 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 =================================================================================================================================== 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) ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.01 per share 5,000,000 shares (3) $0.425 $2,125,000 $531.25 ===================================================================================================================================
(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 ----------------------------------------- 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 --------- ----- ---- 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 ------------------------------------- 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 ------------------------------------- Anthony Bowers GEORGE P. LAROUNIS Director September 19, 2001 ------------------------------------- George P. Larounis LEWIS H. TITTERTON Director September 19, 2001 ------------------------------------- Lewis H. Titterton
EXHIBIT INDEX Exhibit No. Description ----------- ----------- 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).