SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
COPYTELE, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
COPYTELE, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JULY 28, 1999
------------------------
TO THE STOCKHOLDERS OF COPYTELE, INC.
You are cordially invited to attend the Annual Meeting of Stockholders (the
"Annual Meeting") of CopyTele, Inc., a Delaware corporation (the "Company"), to
be held at the Fox Hollow, Woodbury, New York, on Wednesday, July 28, 1999, at
10:30 A.M., for the following purposes:
(1) To elect six directors.
(2) To ratify the selection of Arthur Andersen LLP, independent public
accountants, as independent auditors of the Company for the fiscal year
ending October 31, 1999.
(3) To transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.
The Board of Directors by resolution has fixed the close of business on
June 18, 1999 as the record date for the determination of stockholders entitled
to notice of, and to vote at, the Annual Meeting and at any adjournment thereof
and only holders of record of Common Stock at the close of business on such date
will be entitled to notice of, and to vote at, the Annual Meeting.
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY SO THAT
YOUR SHARES MAY BE REPRESENTED AT THE ANNUAL MEETING IF YOU ARE UNABLE TO ATTEND
AND VOTE IN PERSON.
By Order of the Board of Directors,
/s/ ANNE ROTONDO
ANNE ROTONDO
Secretary
Huntington Station, New York
June 28, 1999
COPYTELE, INC.
900 WALT WHITMAN ROAD
HUNTINGTON STATION, NEW YORK 11746
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
JULY 28, 1999
------------------------
This Proxy Statement is furnished to the holders of Common Stock, par value
$.01 per share (the "Common Stock"), of CopyTele, Inc., a Delaware corporation
(the "Company"), in connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Annual Meeting of Stockholders to be
held on Wednesday, July 28, 1999, and at any adjournments thereof (the "Annual
Meeting"). This Proxy Statement and the accompanying form of proxy are first
being sent to stockholders on or about June 28, 1999.
RECORD DATE
The Board of Directors has fixed the close of business on June 18, 1999 as
the record date (the "Record Date") for the determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting. Each such stockholder
will be entitled to one vote for each share of Common Stock held on all matters
to come before the Annual Meeting and may vote in person or by proxy authorized
in writing. As of the Record Date, there were 59,115,376 shares of Common Stock
issued and outstanding.
MATTERS TO BE CONSIDERED
At the Annual Meeting, stockholders will be asked to consider and vote upon
the election of six directors and to ratify the selection of Arthur
Andersen LLP as the Company's independent auditors for fiscal year 1999. The
Board of Directors has not received timely notice (and does not know) of any
matters that are to be brought before the Annual Meeting other than as set forth
in the Notice of Annual Meeting. If any other matters properly come before the
Annual Meeting, the persons named in the enclosed form of proxy or their
substitutes will vote in accordance with their best judgement on such matters.
REQUIRED VOTES
The affirmative vote of a plurality of the shares of Common Stock present
in person or represented by proxy at the Annual Meeting and entitled to vote on
such matter is required for the election of directors, assuming a quorum is
present. Only shares of Common Stock that are voted in favor of a nominee will
be counted toward that nominee's achievement of a plurality. Shares of Common
Stock held by stockholders present in person at the Annual Meeting that are not
voted for a nominee or shares held by stockholders represented at the Annual
Meeting by proxy from which authority to vote for a nominee has been properly
withheld (including broker non-votes) will not be counted toward that nominee's
achievement of a plurality.
Assuming a quorum is present, the affirmative vote of the holders of a
majority of the shares of Common Stock present in person or represented by proxy
and entitled to vote on such matter at the Annual Meeting is required for
ratification of the selection of Arthur Andersen LLP as the Company's
independent auditors for fiscal year 1999. With respect to an abstention, the
shares will be considered present and entitled to vote at the Annual Meeting and
they will have the same effect as votes against the matter. With respect to
broker non-votes, the shares will not be considered entitled to vote at the
Annual Meeting for such matter and the broker non-votes will have the practical
effect of reducing the number of affirmative votes required to achieve a
majority vote for such matter by reducing the total number of shares from which
the majority is calculated.
1
VOTING AND REVOCATION OF PROXIES
Stockholders are requested to complete, date, sign and promptly return the
accompanying form of proxy in the enclosed envelope. Common Stock represented by
properly executed proxies received by the Company and not revoked will be voted
at the Annual Meeting in accordance with the instructions contained therein. If
instructions are not given, proxies will be voted FOR the election of each
nominee for election as a director named herein and FOR the ratification of the
selection of Arthur Andersen LLP as the Company's independent auditors for
fiscal year 1999.
Any proxy signed and returned by a stockholder may be revoked at any time
before it is voted by filing with the Secretary of the Company written notice of
such revocation or a duly executed proxy bearing a later date or by attending
the Annual Meeting and voting in person. Attendance at the Annual Meeting will
not in and of itself constitute revocation of a proxy.
PROXY SOLICITATION
The Company will bear the costs of solicitations of proxies for the Annual
Meeting. In addition to solicitation by mail, directors, officers and regular
employees of the Company may solicit proxies from stockholders by telephone,
telegram, personal interview or otherwise. Such directors, officers and
employees will not receive additional compensation, but may be reimbursed for
out-of-pocket expenses in connection with such solicitation. Brokers, nominees,
fiduciaries and other custodians have been requested to forward soliciting
material to the beneficial owners of Common Stock held of record by them, and
such custodians will be reimbursed for their reasonable expenses.
ELECTION OF DIRECTORS
Six directors are to be elected at the Annual Meeting by the holders of
Common Stock, each to serve until the next Annual Meeting of Stockholders and
until his successor shall be elected and shall qualify. A stockholder of the
Company submitted a proposal relating to an increase in the size of the
Company's Board of Directors and the election of new directors. After
considering the proposal and the anticipated needs of the Company, the Board of
Directors authorized the nomination of one new director for election by
stockholders each year for the next three annual meetings, or such shorter
period until the Board or stockholders have elected three new directors to the
Board, including the nomination of Lewis H. Titterton as a director for election
at this Annual Meeting. As a result, the stockholder withdrew his proposal. All
of the nominees at present are available for election as members of the Board of
Directors. If for any reason a nominee becomes unavailable for election, the
proxies solicited by the Board of Directors will be voted for a substitute
nominee selected by the Board of Directors. Information regarding the nominees
is as follows:
NAME POSITION WITH THE COMPANY AGE DIRECTOR SINCE
- ---------------------------------------- ---------------------------------------- ---- --------------
Denis A. Krusos......................... Director, Chairman of the Board and 71 1982
Chief Executive Officer
Frank J. DiSanto........................ Director and President 74 1982
Gerald J. Bentivegna.................... Director, Vice President--Finance 49 1995
and Chief Financial Officer
John R. Shonnard........................ Director 83 1988
George P. Larounis...................... Director 71 1997
Lewis H. Titterton...................... Director Nominee 54 N/A
Mr. Krusos has been a Director, Chairman of the Board and Chief Executive
Officer of the Company since November 1982. He holds an M.S.E.E. degree from
Newark College of Engineering, a B.E.E. degree from City College of New York and
a Juris Doctor from St. John's University and is a member of the New York bar.
Mr. DiSanto has been a Director and President of the Company since November
1982. He holds a B.E.E. degree from Polytechnic Institute of Brooklyn and an
M.E.E. degree from New York University.
2
Mr. Bentivegna has been Vice President--Finance and Chief Financial Officer
since September 1994 and was elected a Director in July 1995. Prior to joining
the Company, Mr. Bentivegna was employed at Marino Industries Corp. for
approximately 10 years, where he served as Controller, Treasurer and Chief
Financial Officer. He holds a M.B.A. degree from Long Island University and a
B.B.A. from Dowling College.
Mr. Shonnard has been a Director of the Company since January 1988. He had
been a research consultant to the Company from August 1983 until his retirement
in May 1988. Mr. Shonnard was engaged in development engineering in the
communications field for over fifty years and has held numerous patents in the
communications field.
Mr. Larounis has been a Director of the Company since September 1997 prior
to which he served as a consultant to the Company. Mr. Larounis held numerous
positions as a senior international executive of Bendix International and Allied
Signal. He has also served on the Boards of Directors of numerous affiliates of
Allied Signal in Europe, Asia and Australia. He holds a B.E.E. degree from the
University of Michigan and a J.D. degree from New York University.
Mr. Titterton is currently Chief Executive Officer of NYMED, Inc. His
background is in high technology with an emphasis on health care and he has been
with NYMED, Inc. since 1989. Mr. Titterton founded MedE America, Inc. in 1986
and was Chief Executive Officer of Management and Planning Services, Inc from
1978 to 1986. He holds a M.B.A. from the State University of New York at Albany,
and B.A. degree from Cornell University.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to a Stock Subscription Agreement, dated April 27, 1999, between
the Company and Lewis H. Titterton, Mr. Titterton purchased 300,000 shares of
Common Stock of the Company at a purchase price of $1.50 per share, and a
warrant to purchase 300,000 shares of Common Stock at an exercise price of $1.50
per share. The warrant expires on April 20, 2001. The purchase price represented
the fair market value of the Company's Common Stock on the NASDAQ-NMS on the
date of the stock subscription agreement.
BOARD COMMITTEES, FUNCTIONS AND ATTENDANCE
The Company has an Audit Committee consisting of Messrs. Denis A. Krusos,
John R. Shonnard and George P. Larounis. The primary functions of this committee
are to review the internal controls and financial statements of the Company,
recommend independent public accountants to the Board of Directors and review
the results of the independent public accountants' audits.
The Company has a Stock Option Committee consisting of Mr. George P.
Larounis and Mr. John R. Shonnard which administers the CopyTele, Inc. 1993
Stock Option Plan, as amended (the "1993 Plan").
The Company currently has no other standing, nominating or compensation
committees of the Board of Directors or committees performing similar functions.
Three (3) meetings, exclusive of an action by unanimous written consent, of
the Board of Directors, one (1) meeting of the Audit Committee and two
(2) meetings of the Stock Option Committee were held during the fiscal year
ended October 31, 1998. During such year, each director attended at least 75% of
the aggregate number of meetings of the Board of Directors and committee on
which he served while a member thereof.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and ten percent stockholders to file
initial reports of ownership and reports of changes in ownership of the
Company's Common Stock with the Securities and Exchange Commission. Directors,
executive officers and ten percent stockholders are required to furnish the
Company with copies of all Section 16(a) forms that they file. Based upon a
review of these filings, the Company believes that all fillings were made on a
timely basis during the fiscal year ended October 31, 1998.
3
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth certain information with respect to the
Company's common stock beneficially owned as of June 7, 1999 by (a) each person
who is known by the management of the Company to be the beneficial owner of more
than 5% of the Company's outstanding common stock, (b) each director, director
nominee or executive officer of the Company and (c) all directors, director
nominees and executive officers as a group:
AMOUNT AND NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1)(2) OF CLASS
- ------------------------------------------------------------ -------------------- --------
Denis A. Krusos ............................................ 7,361,440(3) 11.87%
900 Walt Whitman Road
Huntington Station, NY 11746
Frank J. DiSanto ........................................... 5,909,695(4) 9.55%
900 Walt Whitman Road
Huntington Station, NY 11746
Gerald J. Bentivegna ....................................... 281,000 .47%
900 Walt Whitman Road
Huntington Station, NY 11746
George P. Larounis ......................................... 282,500 .48%
15-17 A. Tsoha St.
11521 Athens, Greece
John R. Shonnard ........................................... 309,600(5) .52%
12521 Rios Road
San Diego, CA 92128
Frank W. Trischetta ........................................ 453,000 .76%
900 Walt Whitman Road
Huntington Station, NY 11746
Lewis H. Titterton ......................................... 1,190,000(6) 2.00%
6 Autumn Lane
Saratoga Springs, NY 12866
All Directors, Director Nominees and Executive Officers as a
Group (7 persons) ........................................ 15,787,235(3)(4)(5)(6) 23.82%
- ------------------
(1) A beneficial owner of a security includes any person who directly or
indirectly has or shares voting power and/or investment power with respect
to such security or has the right to obtain such voting power and/or
investment power within sixty (60) days. Except as otherwise noted, each
designated beneficial owner in this report has sole voting power and
investment power with respect to the shares of the Company's common stock
beneficially owned by such person.
(2) Includes 2,920,180 shares, 2,750,180 shares, 279,000 shares, 282,500 shares,
180,000 shares, 453,000 shares, 0 shares and 6,864,860 shares as to which
Denis A. Krusos, Frank J. DiSanto, Gerald J. Bentivegna, George P. Larounis,
John R. Shonnard, Frank W. Trischetta, Lewis H. Titterton and all directors,
director nominees and executive officers as a group, respectively, have the
right to acquire within 60 days upon exercise of options granted pursuant to
the 1993 Plan.
(3) Includes 29,500 shares of the Company's common stock owned by Mrs. C.
Krusos, the wife of Denis A. Krusos, as to which beneficial ownership is
disclaimed by Mr. Krusos.
(4) Includes 2,000,000 shares held by the Frank J. DiSanto Revocable Living
Trust which are pledged to a bank under a mortgage loan. Mr. DiSanto is the
trustee and has sole voting and investment power over the trust.
(Footnotes continued on next page)
4
(Footnotes continued from previous page)
(5) Includes 129,600 shares held in a revocable trust by the Wells Fargo Bank
(successor of the First Interstate Bank), as trustee of such trust.
Mr. Shonnard and his wife, Janet L. Shonnard, are the beneficiaries of such
trust and, under certain circumstances, may exercise the voting power and
investment power of the trust jointly.
(6) Includes 300,000 shares which Lewis H. Titterton has the right to acquire
upon the exercise of a warrant.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Messrs. Denis A. Krusos, Chairman of the Board, Chief Executive Officer and
Director, Frank J. DiSanto, President and Director, Frank W. Trischetta, Senior
Vice President--Marketing and Sales, and Gerald J. Bentivegna, Vice
President--Finance, Chief Financial Officer and Director, are the executive
officers of the Company. While there are no formal agreements, Denis A. Krusos
and Frank J. DiSanto waived any and all rights to receive salary and related
pension benefits for an undetermined period of time commencing November 1, 1985.
As a result, Mr. Krusos received no salary or bonus during the last three fiscal
years. Except for Mr. Trischetta, no other executive officer received a salary
or bonus in excess of $100,000 during the fiscal year ended October 31, 1998.
The following is compensation information regarding Mr. Krusos and
Mr. Trischetta for the fiscal years ended October 31, 1998, 1997 and 1996:
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
FISCAL ANNUAL AWARDS SECURITIES
NAME AND PRINCIPAL POSITION YEAR ENDED COMPENSATION UNDERLYING OPTIONS (#)
- ----------------------------------------------------- ---------- ------------ ----------------------
Denis A. Krusos ..................................... 10/31/98 -- 600,000
Chairman of the Board, 10/31/97 -- 575,000
Chief Executive Officer and Director 10/31/96 -- 575,000
Frank W. Trischetta ................................. 10/31/98 $153,008 60,000
Senior Vice President-- 10/31/97 $152,500 30,000
Marketing and Sales 10/31/96 $117,600 155,000
The following is information regarding stock options granted to Mr. Krusos
and Mr. Trischetta pursuant to the 1993 Plan during the fiscal year ended
October 31, 1998:
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL
RATES
NUMBER OF PERCENT OF OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION ----------------------
NAME GRANTED (#)(1) FISCAL YEAR PRICE ($/SH) DATE 5% ($) 10% ($)
- ----------------------------- -------------- --------------- ------------ ---------- -------- ----------
Denis A. Krusos.............. 300,000 10.88% $ 3.375(2) 11/11/07 $636,756 $1,613,664
Denis A. Krusos.............. 300,000 10.88% $ 2.281(2) 7/13/08 $430,353 $1,090,598
Frank W. Trischetta.......... 400 0.01% $ 3.375(2) 11/11/07 $ 849 $ 2,152
Frank W. Trischetta.......... 29,600 1.07% $ 3.375(3) 11/11/07 $ 62,827 $ 159,215
Frank W. Trischetta.......... 30,000 1.09% $ 2.281(3) 7/13/08 $ 43,035 $ 109,060
- ------------------
(1) The options are exercisable in whole or in part commencing one year
following the date of grant unless otherwise accelerated. The options are
not issued in tandem with stock appreciation or similar rights and are not
transferable other than by will or the laws of descent and distribution. The
options terminate upon
(Footnotes continued on next page)
5
(Footnotes continued from previous page)
termination of employment, except that in the case of death, disability or
termination for reasons other than cause, options may be exercised for
certain periods of time thereafter as set forth in the 1993 Plan.
(2) The exercise price of these options was equal to the fair market value of
the underlying common stock on the date of grant. These options are
nonqualified options.
(3) The exercise of these options was equal to the fair market value of the
underlying common stock on the date of grant. These options are intended to
qualify as incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.
The following is information regarding stock option exercises during fiscal
1998 by Mr. Krusos and Mr. Trischetta and the values of their options as of
October 31, 1998:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/VALUES
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED AT FISCAL YEAR END AT FISCAL YEAR END ($)
ON EXERCISE VALUE ---------------------------- ----------------------------
NAME (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ----------- --------------- ----------- ------------- ----------- -------------
Denis A. Krusos............. -- -- 2,935,180 -- -- --
Frank W. Trischetta......... -- -- 453,000 -- -- --
There is no present arrangement for cash compensation of directors for
services in that capacity. Under the 1993 Plan, each non-employee director
elected to the Board of Directors is entitled to receive nonqualified stock
options to purchase 20,000 shares of common stock upon his initial election to
the Board of Directors and nonqualified stock options to purchase 40,000 shares
each subsequent year that such director is elected to the Board of Directors.
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION*
The Company is a development stage enterprise that has had limited revenues
to support its operations since its inception. In view of the fact that the
Company's executive officers, with the exception of Gerald J. Bentivegna and
Frank W. Trischetta, have waived all salary and related pension benefits for
fiscal year 1998, the Board of Directors did not adopt any policy with respect
to the payment of cash compensation to the executive officers of the Company for
such period. At such time as the executive officers of the Company, other than
Mr. Bentivegna and Mr. Trischetta, withdraw their waivers, it is contemplated
that the Board of Directors will develop and adopt a compensation policy for its
executive officers generally, including the Company's Chief Executive Officer.
Although a salary was paid to each of Mr. Bentivegna and Mr. Trischetta in
fiscal year 1998, such compensation was not part of an overall compensation
policy, was determined solely by the Company's Chief Executive Officer, and was
not specifically related to corporate performance.
Generally, options under the 1993 Plan are granted as an inducement in
respect of future performance. During fiscal year 1998, options were granted to
Denis A. Krusos, Frank J. DiSanto, Gerald J. Bentivegna and Frank W. Trischetta
for 600,000, 600,000, 70,000 and 60,000 shares of Common Stock, respectively,
under the 1993 Plan. In granting such options, the Stock Option Committee, which
is comprised solely of non-employee directors of the Company, did not take into
account the number of shares of Common Stock owned by such persons. The 1993
Plan also provides for the granting of stock appreciation rights, although no
stock appreciation rights have been granted under the 1993 Plan. The Board of
Directors believes that the 1993 Plan has been, and will continue to be,
effective in attracting and retaining executives and employees.
With certain exceptions, Section 162(m) ("Section 162(m)") of the Internal
Revenue Code of 1986, as amended, denies a deduction to the Company for
compensation paid to certain executive officers in excess of $1 million per
executive per taxable year (including any deduction with respect to the exercise
of a nonqualified
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option or right or the disqualifying disposition of stock purchases pursuant to
an incentive option). The Company believes that options (provided such options
are granted at fair market value) and rights granted under the 1993 Plan should
qualify for the performance-based compensation exemption to Section 162(m).
This Report has been prepared by the Board of Directors.
Denis A. Krusos John R. Shonnard
Frank J. DiSanto George P. Larounis
Gerald J. Bentivegna
- ------------------
* The disclosure contained in the Report of the Board of Directors on Executive
Compensation and the Performance Graph which follows this section is not
incorporated by reference into any prior filings by the Company under the
Securities Act of 1993, as amended, or the Securities Exchange Act of 1934, as
amended, that incorporated future filings or portions thereof (including this
Proxy Statement).
7
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a graph showing the five-year cumulative total return
for (i) the Common Stock, (ii) the NASDAQ Stock Market U.S. Index, a broad
market index covering shares of common stock of domestic companies that are
listed on NASDAQ, and (iii) the NASDAQ Electronic Components Stock Index, a
group of companies that are engaged in the manufacture of electronic components
and related accessories with a Standard Industrial Classification code of 367
and listed on NASDAQ.
COMPARISON OF 5 YEAR CUMULATIVE
TOTAL RETURN (1)
[LINE GRAPH]
FISCAL YEAR ENDED OCTOBER 31
--------------------------------------------
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
CopyTele, Inc..................................................... $100 43 74 127 84 27
NASDAQ Stock Market U.S.(2)....................................... $100 101 135 160 210 236
NASDAQ Electronic Components(2)................................... $100 110 222 271 371 383
- ------------------
(1) The comparison of total return on investment for each fiscal year ended
October 31 assumes that $100 was invested on November 1, 1993 in each of the
Company, the NASDAQ Stock Market U.S. Index and the NASDAQ Electronic
Component Index with investment weighted on the basis of market
capitalization and all dividends reinvested. In addition, the total returns
account for the Company's two-for-one stock split declared in May 1996.
(2) The total returns for each NASDAQ index are based on information provided by
NASDAQ, which had been prepared by the Center for Research in Securities
Prices at the University of Chicago.
8
SELECTION OF AUDITORS
The stockholders are being asked to ratify the selection of Arthur Andersen
LLP as the independent auditors of the Company for the fiscal year ending
October 31, 1999. A representative of Arthur Andersen LLP will be present at the
Annual Meeting to answer questions and to make a statement if he desires to do
so.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
STOCKHOLDER PROPOSALS
All proposals from stockholders to be included in the proxy materials to be
distributed by the Company in connection with the next annual meeting must be
received by the Secretary of the Company, 900 Walt Whitman Road, Huntington
Station, New York 11746, not later than the close of business February 29, 2000.
In addition, in accordance with Article I, Section 10 of the Amended and
Restated By-laws of the Company, in order to be properly brought before the next
annual meeting, a matter must have been (i) specified in a written notice of
such meeting (or any supplement thereto) given to the stockholders by or at the
direction of the Board of Directors (which would be accomplished if a
stockholder proposal were received by the Secretary of the Company as set forth
in the preceding paragraph), (ii) brought before such meeting at the direction
of the Board of Directors or the Chairman of the meeting, or (iii) specified in
a written notice given by or on behalf of a stockholder of record on the record
date for such meeting, or a duly authorized proxy for such stockholder, which
conforms to the requirements of Article I, Section 10 of the Amended and
Restated By-laws of the Company and is delivered personally to, or mailed to and
received by, the Secretary of the Company at the address set forth in the
preceding paragraph not less than 45 days prior to the first anniversary of the
date of the notice accompanying this Proxy Statement; provided however, that
such notice need not be given more than 75 days prior to the next annual
meeting.
ANNUAL REPORT
A copy of the Annual Report of the Company, including financial statements
for the fiscal year ended October 31, 1998 accompanies this Proxy Statement.
By Order of the Board of Directors,
/S/ ANNE ROTONDO
ANNE ROTONDO
Secretary
Huntington Station, New York
June 28, 1999
9
PROXY
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
COPYTELE, INC.
Annual Meeting of Stockholders - July 28, 1999
THE UNDERSIGNED shareholder of CopyTele, Inc., a Delaware corporation
(the "Company"), hereby appoints DENIS A. KRUSOS and FRANK J. DiSANTO, or
either of them, with full power of substitution, as the proxy or proxies of
the undersigned at the Annual Meeting of Stockholders of the Company to be
held at the Fox Hollow, Woodbury, New York, on July 28, 1999, at 10:30 a.m.,
and any adjournment(s) thereof, and to vote thereat all shares of Common Stock
of the Company which the undersigned would be entitled to vote if personally
present in accordance with the instructions on the reverse side of this Proxy.
The shares represented by this Proxy will be voted as specified on the
reverse side hereof, but if no specification is made, the proxies intend to
vote FOR the election of all nominees as directors, FOR the ratification of
the selection of auditors and, in the discretion of such proxies, for or
against such other matters as may properly come before said meeting or any
adjournment(s) thereof.
(continued - to be dated and signed on reverse side)
COPYTELE, INC.
Annual Meeting of Stockholders
July 28, 1999 - 10:30 A.M.
To be held at:
FOX HOLLOW
7725 Jericho Turnpike
Woodbury, New York
(516) 921-1415
Long Island Expressway to Exit 44 North (which is Rt. 135 North) to Exit 14 East
(which is Woodbury 25 East)
Northern State Parkway to Exit 36B North (which is Rt. 135 North) to Exit 14
East (which is Woodbury 25 East)
Belt Parkway to Southern State Parkway to Exit 28A North (which is Rt. 135
North) to Exit 14 East (which is Woodbury 25 East)
At Exit 14 East, make right turn onto Jericho Turnpike (25 East). Fox Hollow is
on left after first traffic light.
Please Detach and Mail in the Envelope Provided
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Please mark your
A /X/ votes as indicated
in this example.
WITHHOLD
FOR all nominees AUTHORITY
listed to the right to vote for all
(except as marked nominees listed
to the contrary) to the right
1. ELECTION Nominees:
OF / / / / Denis A. Krusos
DIRECTORS Frank J. DiSanto
Gerald J. Bentivegna
(Instruction: To withhold authority to vote for any John R. Shonnard
individual nominee, mark FOR and write that nominee's George P. Larounis
name below.) Lewis H. Titterton
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FOR AGAINST ABSTAIN
2. RATIFICATION OF THE SELECTION OF
ARTHUR ANDERSEN LLP AS INDEPENDENT / / / / / /
AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING OCTOBER 31, 1999.
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S)
THEREOF.
Receipt is acknowledged of Notice of said Meeting, Proxy Statement and Annual
Report for the fiscal year ended October 31, 1998.
Please date, sign and return this Proxy Card using the enclosed envelope.
(Seal) (Seal) Dated: , 1999
- --------------------- ------------------------
NOTE: Please sign here exactly as your name appears above. When signing as
attorney, executor, administrator, trustee or guardian, please give your
title, as such. Each joint owner or trustee should sign the proxy.