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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended October 31, 2006
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from
___________ to ___________
Commission file number: 0-11254
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COPYTELE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 11-2622630
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
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900 Walt Whitman Road
Melville, NY 11747
(631) 549-5900
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [_] No [x]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [_] No [x]
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [__] Accelerated filer [x] Non-accelerated filer [__]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [x]
Aggregate market value of the voting stock (which consists solely of shares of
Common Stock) held by non-affiliates of the registrant as of April 28, 2006 (the
last business day of the registrant's most recently completed second fiscal
quarter), computed by reference to the closing sale price of the registrant's
Common Stock on the Over-the-Counter Bulletin Board on such date ($0.80):
$74,212,833
On January 9, 2007, the registrant had outstanding 101,398,510 shares of Common
Stock, par value $.01 per share, which is the registrant's only class of common
stock.
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DOCUMENTS INCORPORATED BY REFERENCE:
NONE
EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form
10-K for the year ended October 31, 2006 solely to correct a typographical error
contained in Item 5 - "Market for the Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities". This Amendment
No. 1 does not reflect events that have occurred after the original filing of
the Form 10-K or update the information set forth in the Form 10-K subsequent to
such original filing. In connection with the filing of this Amendment No. 1, we
are including as exhibits currently dated certifications of our chief executive
officer and chief financial officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
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Our common stock is traded on the Over-the-Counter Bulletin
Board, under the symbol "COPY". The high and low sales prices as reported by the
Over-the-Counter Bulletin Board for each quarterly fiscal period during our
fiscal years ended October 31, 2005 and 2006 have been as follows:
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Fiscal Period High Low
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1st quarter 2005 $1.08 $0.72
2nd quarter 2005 0.77 0.43
3rd quarter 2005 0.67 0.35
4th quarter 2005 0.68 0.44
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1st quarter 2006 1.06 0.52
2nd quarter 2006 1.06 0.73
3rd quarter 2006 1.00 0.62
4th quarter 2006 $0.70 $0.51
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As of January 9, 2007, the approximate number of record holders of our
common stock was 1,354 and the closing price of our common stock was $0.92 per
share.
No cash dividends have been paid on our common stock since our inception.
We have no present intention to pay any cash dividends in the foreseeable
future.
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Item 15. Exhibits and Financial Statement Schedules
(a)(1)(2) Financial Statement Schedules
See accompanying "Index to Financial Statements."
(a)(3) Executive Compensation Plans and Arrangements
CopyTele, Inc. 1993 Stock Option Plan (filed as Annex A to
our Proxy Statement dated June 10, 1993).
Amendment No. 1 to CopyTele, Inc. 1993 Stock Option Plan
(filed as Exhibit 4(d) to our Form S-8 dated September 6,
1995).
Amendment No. 2 to CopyTele, Inc. 1993 Stock Option Plan
(filed as Exhibit 10.32 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended April 30, 1996).
CopyTele, Inc. 2000 Share Incentive Plan (filed as Annex A
of our Proxy Statement dated June 12, 2000).
Amendment No. 1 to CopyTele, Inc. 2000 Share Incentive Plan
(filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended July 31, 2001).
Amendment No. 2 to CopyTele, Inc. 2000 Share Incentive Plan
(filed as Exhibit 4(e) to our Form S-8 dated September 18,
2002).
CopyTele, Inc. 2003 Share Incentive Plan (filed as Exhibit 4
to our Form S-8 dated May 5, 2003).
Amendment No. 1 to the CopyTele, Inc. 2003 Share Incentive
Plan (filed as Exhibit 4(e) to our Form S-8 dated November
9, 2004).
Amendment No. 2 to the CopyTele, Inc. 2003 Share Incentive
Plan (filed as Exhibit 10.1 to our Quarterly Report on Form
10-Q for the fiscal quarter ended January 31, 2006).
Amendment No. 3 to the CopyTele, Inc. 2003 Share Incentive
Plan (filed as Exhibit 10.2 to our Quarterly Report on Form
10-Q for the fiscal quarter ended January 31, 2006).
Form of Stock Option Agreement under CopyTele, Inc. 2003
Share Incentive Plan (filed as Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended July 31,
2004).
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Form of Stock Award Agreement under CopyTele, Inc. 2003
Share Incentive Plan (filed as Exhibit 10.2 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended July 31,
2004).
(b) Exhibits
3.1 Certificate of Incorporation, as amended.
(Incorporated by reference to Form 10-Q for the
fiscal quarter ended July 31, 1992 and to Form 10-Q
for the fiscal quarter ended July 31, 1997.)
3.2 By-laws, as amended. (Incorporated by reference to
Exhibit 3.2 to our Form 10-K for the fiscal year
ended October 31, 2005.)
10.1 CopyTele, Inc. 1993 Stock Option Plan, adopted on
April 28, 1993 and approved by shareholders on July
14, 1993. (Incorporated by reference to Proxy
Statement dated June 10, 1993.)
10.2 Amendment No. 1 to the CopyTele, Inc. 1993 Stock
Option Plan, adopted on May 3, 1995 and approved by
shareholders on July 19, 1995. (Incorporated by
reference to Form S-8 (Registration No. 33-62381)
dated September 6, 1995.)
10.3 Amendment No. 2 to the CopyTele, Inc. 1993 Stock
Option Plan, adopted on May 10, 1996 and approved by
shareholders on July 24, 1996. (Incorporated by
reference to Form 10-Q for the fiscal quarter ended
April 30, 1996.)
10.4 Agreement dated March 3, 1999 between Harris
Corporation and CopyTele, Inc. (Incorporated by
reference to Form 10-Q for the fiscal quarter ended
January 31, 1999.)
10.5 Stock Subscription Agreement dated April 27, 1999,
including form of Warrant, between CopyTele, Inc. and
Lewis H. Titterton. (Incorporated by reference to
Form 10-Q for the fiscal quarter ended April 30,
1999.)
10.6 Agreement dated July 28, 1999, among CopyTele, Inc.,
Harris Corporation and RF Communications.
(Incorporated by reference to Form 8-K dated July 28,
1999.)
10.7 Stock Subscription Agreement dated August 30, 1999,
including form of Warrant, between CopyTele, Inc. and
Lewis H. Titterton. (Incorporated by reference to
Form 10-K for the fiscal year ended October 31,
1999.)
10.8 CopyTele, Inc. 2000 Share Incentive Plan.
(Incorporated by reference to Annex A of our Proxy
Statement dated June 12, 2000.)
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10.9 Amendment No. 1 to the CopyTele, Inc. 2000 Share
Incentive Plan, adopted on July 6, 2001 and approved
by shareholders on August 16, 2001. (Incorporated by
reference to Form 10-Q for the fiscal quarter ended
July 31, 2001.)
10.10 Amendment No. 2 to the CopyTele, Inc. 2000 Share
Incentive Plan, adopted on July 16, 2002 and approved
by shareholders on September 12, 2002. (Incorporated
by reference to Exhibit 4(e) to our Form S-8
(Registration No. 333-99717) dated September 18,
2002.)
10.11 Amendment, dated May 10, 2001, to the Joint
Cooperation Agreement between CopyTele, Inc. and
Volga Svet Ltd. (Incorporated by reference to Exhibit
10.14 to our Form 10-K for the fiscal year ended
October 31, 2001.)
10.12 Letter Agreement between CopyTele, Inc. and Volga
Svet Ltd., dated as of February 1, 2002.
(Incorporated by reference to Exhibit 10.15 to our
Form 10-K for the fiscal year ended October 31,
2001.)
10.13 CopyTele, Inc. 2003 Share Incentive Plan
(Incorporated by reference to Exhibit 4 to our Form
S-8 dated May 5, 2003).
10.14 Amendment No. 1 to the CopyTele, Inc. 2003 Share
Incentive Plan (Incorporated by reference to Exhibit
4(e) to our Form S-8 dated November 9, 2004).
10.15 Amendment No. 2 to the CopyTele, Inc. 2003 Share
Incentive Plan (Incorporated by reference to Exhibit
10.1 to our Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 2005).
10.16 Amendment No. 3 to the CopyTele, Inc. 2003 Share
Incentive Plan (Incorporated by reference to Exhibit
10.2 to our Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 2005).
10.17 Form of Stock Option Agreement under CopyTele, Inc.
2003 Share Incentive Plan (Incorporated by reference
to Exhibit 10.1 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended July 31, 2004).
10.18 Form of Stock Award Agreement under CopyTele, Inc.
2003 Share Incentive Plan (Incorporated by reference
to Exhibit 10.2 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended July 31, 2004).
10.19 Long Term Agreement dated April 2, 2004 between
CopyTele, Inc. and Boeing Satellite Systems
International, Inc., as modified September 16, 2004.
(Incorporated by reference to Exhibit 10.17 to our
Annual Report on Form 10-K for the fiscal year ended
October 31, 2004.)
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23.1 Consent of Grant Thornton LLP. (Previously filed.)
31.1 Certification of Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, dated
January 25, 2007. (Filed herewith.)
31.2 Certification of Chief Financial Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, dated
January 25, 2007. (Filed herewith.)
32.1 Statement of Chief Executive Officer, pursuant to
Section 1350 of Title 18 of the United States Code,
dated January 16, 2007. (Previously filed.)
31.2 Statement of Chief Financial Officer, pursuant to
Section 1350 of Title 18 of the United States Code,
dated January 16, 2007. (Previously filed.)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
COPYTELE, INC.
By: /s/ Denis A. Krusos
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Denis A. Krusos
Chairman of the Board and
January 25, 2007 Chief Executive Officer
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