As filed with the Securities and Exchange Commission on January 9, 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
___________
COPYTELE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 11-2622630
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) 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 Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be 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) $0.785 $3,925,000 $981.25
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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 January 4,
2001.
(3) Represents the registration of shares of Common Stock issuable under
the CopyTele, Inc. 2000 Share Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to plan participants as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by CopyTele, Inc. (the
"Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1999.
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended January 31, 2000, April 30, 2000, and July 31, 2000.
(c) The description of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), contained in the Company's Registration Statement on Form
8-A filed with the Commission pursuant to Section 12 of the Exchange Act on
October 24, 1983, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company with Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Generally, Section 145 of the General Corporation Law of the State of
Delaware permits a corporation to indemnify certain persons made a party to an
action, by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise. In the case of an action by or in the right of the corporation, no
indemnification may be made in respect of any matter as to which that person was
adjudged liable for negligence or misconduct in the performance of that person's
duty to the corporation unless the Delaware Court of Chancery or the court in
which the action was brought determines that despite the adjudication of
liability that person is fairly and reasonably entitled to indemnity for proper
expenses. To the extent that person has been successful in the defense of any
matter, that person shall be indemnified against expenses actually and
reasonably incurred by him.
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Article XIII of the By-Laws of the Company contain provisions which are
designed to provide mandatory indemnification of directors and officers of the
Company to the full extent permitted by law, as now in effect or later amended.
The Company's By-Laws, as amended and restated, are filed as an Exhibit to this
Registration Statement.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company as
disclosed above, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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, filed as Annex A to
the Company's Proxy Statement dated June 12, 2000 (incorporated
by reference).
5 - Opinion and consent of Weil, Gotshal & Manges LLP.
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).
24 - Power of Attorney (included as part of this Registration
Statement).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by the foregoing paragraphs is contained in period reports
filed by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in
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the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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 9th day of January, 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 January 9, 2001
- --------------- and Director (Principal Executive Officer)
Denis A. Krusos
Frank J. DiSanto President and Director January 9, 2001
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Frank J. DiSanto
Henry Herms Vice President-Finance and Chief Financial January 9, 2001
- ----------- Officer (Principal Financial and Accounting Officer)
Henry Herms
Anthony Bowers Director January 9, 2001
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Anthony Bowers
George P. Larounis Director January 9, 2001
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George P. Larounis
Lewis H. Titterton Director January 9, 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, filed as Annex A to the
Company's Proxy Statement dated June 12, 2000 (incorporated by
reference).
5 - Opinion and consent of Weil, Gotshal & Manges LLP.
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).