UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 4, 2014 (August 29, 2014)
ITUS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 000-11254 | 11-2622630 |
(State or other jurisdiction | (Commission | (IRS Employer Identification No.) |
900 Walt Whitman Road, Melville, NY | 11747 |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (631) 549-5900
CopyTele, Inc.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 2, 2014, CopyTele, Inc. (the Company) changed its name to ITUS Corporation (the Name Change). The Name Change, which was effective as of 9:00 A.M. Eastern Standard Time on September 2, 2014, was accomplished pursuant to a Certificate of Amendment (the Certificate of Amendment) to the Companys Certificate of Incorporation, as amended, filed with the Secretary of State of Delaware on August 28, 2014. The Name Change was approved by the Companys Board of Directors on May 28, 2014 and was subsequently approved by the Companys stockholders at the Annual Meeting of Stockholders on August 8, 2014. The Companys common stock continues to trade on the OTCQB marketplace under ITUS Corporation and the new stock symbol is ITUS.
The Name Change reflects the Companys change in its business operations. From inception through the end of the Companys 2012 fiscal year, the Companys primary operations involved licensing in connection with the development, manufacturing, and marketing of products based on the Companys patented display and encryption technologies only. However, since then, the Companys primary operations include the development, acquisition, licensing, and enforcement of patented technologies in several different fields that are either owned or controlled by the Company or one of our wholly owned subsidiaries. The Name Change better aligns the Companys corporate name with its current business and mission to develop, acquire, license and enforce of patented technologies that are either owned or controlled by the Company or one of its wholly owned subsidiaries.
A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated by reference herein.
Item 1.02
Termination of a Material Definitive Agreement.
On August 29, 2014, the Company and CopyTele International Ltd., a wholly-owned subsidiary of the Company (the Subsidiary), terminated their business relationship (the Business Relationship) with Videocon Industries Limited (Videocon) and Mars Overseas Limited, an affiliate of Videocon (Mars and together with the Company, the Subsidiary and Videocon, the Parties). The Business Relationship began in November 2007 and related to a proposed joint development effort between the Company and Videocon to develop a certain Nano Field Emission Display technology (the Technology). In connection with the proposed joint venture, (i) the Company granted a non-transferable, worldwide license issued to Videocon for the Technology (the License), (ii) the Subsidiary made a $5 million dollar loan to Mars (the Subsidiary Loan), (iii) Mars made an identical $5 million dollar loan to the Subsidiary (the Mars Loan and together with the Subsidiary Loan, the Loans), (iv) the Company sold to Mars 20 million shares of the Companys common stock (the Shares) and (v) Global EPC Ventures Limited sold to the Company 1,495,845 global depository receipts of Videocon (the GDRs). The Shares and GDRs were subsequently used to secure the Loans.
Because Videocon was unable to continue with its joint development responsibilities, the Technology was not jointly developed by the Parties, and Videocon introduced the Company to AU Optronics Corp. to jointly develop the Technology with the Company. Because the Company entered into a separate agreement with AU Optronics Corp. to jointly develop the Technology, the Business Relationship with Videocon became immaterial to the Company. Accordingly, the Company and Videocon agreed to terminate the Business Relationship. In order to terminate the Business Relationship, the Parties entered into several agreements whereby: (i) the License was terminated, (ii) both of the Loans were canceled and (iii) the Shares and GDRs were exchanged for each other (collectively, the Termination Transactions). The result of these Termination Transactions was to undo the initial transactions between the Parties that set forth the Business Relationship. Aside from this business relationship there is no other material relationship between the Parties. The Company did not incur any material early termination penalties. As a result of the Termination Transactions, there was a positive adjustment to the Company shareholders equity of approximately $850,000.
On September 3, 2014, the Company issued a press release announcing the termination of the Business Relationship with Videocon. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Item 8.01 Other Events.
On September 3, 2014, the Company issued a press release announcing that that the U.S. District Court for the Eastern District of Texas, opining in a lawsuit brought by the Company against several domestic airlines, deemed that the subject matter covered by two of the Companys patents held by its affiliate, Loyalty Conversion Systems Corporation, are not patentable, therefore rendering both patents invalid. We do not expect this decision to have a significant impact on our ongoing operations. A copy of the press release is attached as Exhibit 99.2 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 | |
99.1 | Press Release dated September 3, 2014, regarding termination of business relationship |
99.2 | Press Release dated September 3, 2014, regarding Court Decision |
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 hereunto duly authorized.
Dated: September 4, 2014
COPYTELE, INC.
By:/s/ Robert A. Berman
Name: Robert A. Berman
Title: President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No.
Description
3.1 | |
99.1 | Press Release dated September 3, 2014, regarding termination of business relationship |
99.2 | Press Release dated September 3, 2014, regarding Court Decision |