<PAGE>
As filed with the Securities and Exchange Commission on September 6, 1995
Registration No. 33-
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 (I.R.S. Employer Identification
of Incorporation or No.)
Organization)
900 Walt Whitman Road
Huntington Station, New York 11746
(516) 549-5900
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
COPYTELE, INC. 1993 STOCK OPTION PLAN
(Full Title of Plan)
Denis A. Krusos
Chairman of the Board and Chief Executive Officer
CopyTele, Inc.
900 Walt Whitman Road
Huntington Station, New York 11746
(516) 549-5900
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Gerald S. Backman, P.C.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Unit Price Registration Fee
<S> <C> <C> <C> <C>
Shares of Common Stock, par value $.01
per share 4,000,000 $9.25 $37,000,000 $12,759
<FN>
(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(b) and Rule 457(c) under the Securities Act of 1933, based upon the average of the
high and low prices of the shares as reported by the NASDAQ National Market System, the automated quotation system
of the National Association of Securities Dealers, Inc., on August 31, 1995.
/TABLE
<PAGE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement registers 4,000,000 additional
shares of common stock of CopyTele, Inc. (the "Company"), par value
$.01 per share (the "Common Stock"), for issuance pursuant to stock
options granted under the Company's 1993 Stock Option Plan, as
amended. The contents of an earlier Registration Statement on Form
S-8 in respect of the Company's 1993 Stock Option Plan, as filed with
the Securities and Exchange Commission on December 9, 1993,
Registration No. 33-72716, are hereby incorporated by reference;
provided, however, that the Reoffer Prospectus contained therein shall
-------- -------
be deleted and the following revised Reoffer Prospectus, filed as part
of this Registration Statement, shall be substituted therefor.
NYFS11...:\95\38995\0001\2579\FRM8115S.37A
<PAGE>
<PAGE>
REOFFER PROSPECTUS
------------------
COPYTELE, INC.
COMMON STOCK (PAR VALUE $.01 PER SHARE)
7,000,000 SHARES OF COMMON STOCK UNDER THE
COPYTELE, INC. 1993 STOCK OPTION PLAN
This Prospectus is being used in connection with the
offering from time to time by directors, officers and/or other key
employees and consultants (the "Selling Shareholders") of CopyTele,
Inc., a Delaware corporation (the "Company"), who may be deemed
"affiliates" of the Company as defined in Rule 405 under the
Securities Act of 1933, as amended (the "Securities Act"), of shares
of common stock, par value $.01 per share, of the Company (the "Common
Stock") which have been or may be acquired by them pursuant to the
Company's 1993 Stock Option Plan, as amended on May 3, 1995 (the "1993
Plan").
The shares of Common Stock may be sold from time to time to
purchasers directly by any of the Selling Shareholders. Alternatively,
the Selling Shareholders may sell the shares of Common Stock in one
or more transactions (which may involve one or more block transactions)
on the National Association of Securities Dealers, Inc. Automated
Quotation System National Market System (the "Nasdaq Stock Market"),
in sales occurring in the public market off the Nasdaq Stock Market,
in separately negotiated transactions, or in a combination of
such transactions; each sale may be made either at market prices
prevailing at the time of such sale or at negotiated prices; some or
all of the shares of Common Stock may be sold through brokers acting
on behalf of the Selling Shareholders or to dealers for resale by such
dealers; and in connection with such sales, such brokers or dealers
may receive compensation in the form of discounts or commissions from
the Selling Shareholders and/or the purchasers of such shares for whom
they may act as broker or agent (which discounts or commissions are
not anticipated to exceed those customary in the types of transactions
involved). However, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act may be
sold under Rule 144 rather than pursuant to this Prospectus. All
expenses of registration incurred in connection with this offering are
being borne by the Company, but all brokerage commissions and other
expenses incurred by individual Selling Shareholders will be borne by
each such Selling Shareholder. The Company will not be entitled to
any of the proceeds from such sales, although the Company may receive
the exercise price in cash upon the exercise of the options under
which the shares of Common Stock are acquired by the Selling
Shareholders.
The Selling Shareholders and any dealer participating in the
distribution of any shares of Common Stock or any broker executing
selling orders on behalf of the Selling Shareholders may be deemed
to be "underwriters" within the meaning of the Securities Act, in
which event any profit on the sale of any or all of the shares of
Common Stock by them and any discounts or commissions received by
any such brokers or dealers may be deemed to be underwriting discounts
and commissions under the Securities Act.
The Common Stock is traded on the Nasdaq Stock Market. On
September 1, 1995 the closing price of the Common Stock as reported by
the Nasdaq Stock Market was $8.75 per share.
AN INVESTMENT IN THE COMMON STOCK INVOLVES SUBSTANTIAL
RISKS. SEE "THE COMPANY".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 6, 1995
<PAGE>
<PAGE>
TABLE OF CONTENTS
Page
----
Available Information . . . . . . . . . . . . . . . . . . . . 3
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . 4
The Company . . . . . . . . . . . . . . . . . . . . . . . . . 5
Selling Shareholders . . . . . . . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
No person has been authorized to give any information or to
make any representation not contained in this Prospectus in connection
with any offering made hereby and, if given or made, such information
or representations must not be relied upon as having been authorized
by the Company or any other person. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy, nor
shall there be any offer to sell, solicitation of an offer to buy or
sale of these securities by any person in any jurisdiction in which it
is unlawful for such person to make such offer, solicitation or sale.
Neither the delivery of this Prospectus at any time nor any sale made
hereunder shall under any circumstances create any implication that
there has been no change in the affairs of the Company since the date
hereof or that the information contained herein is correct as of any
time subsequent to such date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed
by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549 and at its Regional
Offices located at the Northwestern Atrium Center, 500 West Madison,
Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New
York, New York 10048, and copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, at prescribed
rates.
This Prospectus constitutes a part of a Registration
Statement filed by the Company with the Commission under the
Securities Act. This Prospectus omits certain of the information
contained in the Registration Statement in accordance with the rules
and regulations of the Commission. Reference is hereby made to the
Registration Statement and related exhibits for further information
with respect to the Company and the Common Stock. Statements
contained herein concerning the provisions of any documents are not
necessarily complete and, in each instance, reference is made to the
copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement
is qualified in its entirety by such reference.
<PAGE>
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 1994.
(b) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended January 31, 1995 and April 30, 1995.
(c) The Company's Reports on Form 8-K dated November 21,
1994, and March 28, 1995.
(d) The description of the Company's 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 the
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 which
indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed
to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
The Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the written or
oral request of such person, a copy of any or all of the documents
which have been or may be incorporated by reference in this Prospectus
(other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents). Requests
should be directed to: CopyTele, Inc., 900 Walt Whitman Road,
Huntington Station, New York 11746, Attention: Secretary. Telephone
requests may be directed to the Secretary at (516) 549-5900.
Any statements contained in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by
reference modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus. All information
appearing in this Prospectus is qualified in its entirety by the
information and financial statements (including notes thereto) appearing
in the documents incorporated herein by reference, except to the extent
set forth in the immediately preceding statement.
<PAGE>
<PAGE>
THE COMPANY
The Company, a development stage enterprise, is engaged in
the design, development and marketing of telecommunications products
incorporating its ultra-high resolution charged particle
(electrophoretic) flat panel display screen for the receipt and
transmission of text, facsimile, graphics and pictures. The Company's
principal activities presently relate to a joint venture (the "Joint
Venture") with Shanghai Electronic Components Corp. of Shanghai,
China. The goal of the Joint Venture is to develop, manufacture and
market products worldwide in the telecommunications field. The
Company's Chief Executive Officer, Denis A. Krusos, and its President,
Frank J. DiSanto, are engaged in the management and operations of the
Company, including the technical aspects of the development of the
Company's planned products, and are important to the future business
and financial arrangements for the Company and the Joint Venture.
The Company has not had any revenues to support its
operations since its inception. There is no assurance, and the
Company is not able to predict, if and when marketable
telecommunications products incorporating the Company's flat panel
technology will be developed or produced. Even if the Company were to
produce marketable products directly or through the Joint Venture,
there is no assurance that the Company will generate revenues in the
future or will have sufficient revenues to generate profit or that
other products will not be produced by other companies that will
render the products of the Company or the Joint Venture obsolete.
IN LIGHT OF THE FOREGOING FACTORS AND OTHER INFORMATION
CONTAINED IN THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, AN INVESTMENT IN THE COMMON STOCK INVOLVES SUBSTANTIAL
RISKS.
The Company was incorporated on November 5, 1982, under the
laws of the State of Delaware. Its principal executive offices are
located at 900 Walt Whitman Road, Huntington Station, New York 11746,
and its telephone number is (516) 549-5900.
SELLING SHAREHOLDERS
This Prospectus relates to shares of Common Stock which have
been or may be acquired by the Selling Shareholders pursuant to the
1993 Plan. The following table sets forth certain information with
respect to the Selling Shareholders as of August 31, 1995, as follows:
(i) the name and position with the Company within the past three years
of each Selling Shareholder; (ii) the number of shares of Common
Stock beneficially owned by each Selling Shareholder (including
shares obtainable under options exercisable within sixty (60) days
of such date); (iii) the number of shares of Common Stock being offered
hereby; and (iv) the number and percentage of the Company's outstanding
shares of Common Stock to be beneficially owned by each Selling
Shareholder after completion of the sale of Common Stock being offered
hereby. There is no assurance that any of the Selling Shareholders
will sell any or all of the shares of Common Stock offered hereby.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Selling Shareholder Number of Shares Beneficially
and Position with Shares Number of Owned After Sale
the Company within Beneficially Shares Being --------------------
the Past Three Years Owned* Offered Hereby** Number Percent
-------------------- ------------ ---------------- ------ -------
<S> <C> <C> <C> <C>
Denis A. Krusos -
Director, Chairman
of the Board and
Chief Executive
Officer 3,234,630 1,050,000 2,634,630 9.76%
Frank J. DiSanto -
Director and President 3,225,390 1,050,000 2,625,390 9.75%
Gerald J. Bentivegna -
Director, Vice
President-Finance
and Chief Financial
Officer 0 75,000 0 0.00%
John R. Shonnard -
Director 119,500 40,000 99,500 0.38%
John E. Gillies -
Director 30,500 40,000 10,500 0.04%
________________
<FN>
* Includes 178,500 shares, 92,500 shares, 47,800 shares and 10,000 shares which
Denis A. Krusos, Frank J. DiSanto, John R. Shonnard and John E. Gillies,
respectively, have the right to acquire upon exercise of options granted
pursuant to the CopyTele, Inc. 1987 Stock Option Plan, and 600,000 shares,
600,000 shares, shares, 20,000 shares and 20,000 shares which Denis A. Krusos,
Frank J. DiSanto, John R. Shonnard and John E. Gillies, respectively, have the
right to acquire upon exercise of options granted pursuant to the 1993 Plan.
** Includes options granted pursuant to the 1993 Plan to Denis A. Krusos, Frank J.
DiSanto, Gerald J. Bentivegna, John R. Shonnard and John E. Gillies to purchase
450,000 shares, 450,000 shares, 75,000 shares, 20,000 shares and 20,000 shares,
respectively, of Common Stock, which options are not currently exercisable or
exercisable within sixty (60) days of the date hereof.
</TABLE>
As of August 31, 1995, there were 25,777,003 shares of the
Company's Common Stock outstanding.
PLAN OF DISTRIBUTION
The shares of Common Stock may be sold from time to time to
purchasers directly by any of the Selling Shareholders.
Alternatively, the Selling Shareholders may sell the shares of Common
Stock in one or more transactions (which may involve one
or more block transactions) on the Nasdaq Stock Market, in sales
occurring in the public market off the Nasdaq Stock Market, in
separately negotiated transactions, or in a combination of such
transactions; each sale may be made either at market prices prevailing
at the time of such sale or at negotiated prices; some or all of the
shares of Common Stock may be sold through brokers acting on behalf of
the Selling Shareholders or to dealers for resale by such dealers; and
in connection with such sales, such brokers or dealers may receive
compensation in the form of discounts or commissions from the Selling
Shareholders and/or the purchasers of such shares for whom they may
act as broker or agent (which discounts or commissions are not
anticipated to exceed those customary in the types of transactions
involved). However, <PAGE>
<PAGE>
any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold
under Rule 144 rather than pursuant to this Prospectus. All
expenses of registration incurred in connection with this offering are
being borne by the Company, but all brokerage commissions and other
expenses incurred by individual Selling Shareholders will be borne by
each such Selling Shareholder. The Company will not be entitled to
any of the proceeds from such sales, although the Company may receive
the exercise price in cash upon the exercise of the options under
which the shares of Common Stock are acquired by the Selling
Shareholders.
The Selling Shareholders and any dealer participating in the
distribution of any of the shares of Common Stock or any broker
executing selling orders on behalf of the Selling Shareholders may be
deemed to be "underwriters" within the meaning of the Securities Act,
in which event any profit on the sale of any or all of the shares of
Common Stock by them and any discounts or commissions received by any
such brokers or dealers may be deemed to be underwriting discounts and
commissions under the Securities Act.
Any broker or dealer participating in any distribution of
shares of Common Stock in connection with this offering may be deemed
to be an "underwriter" within the meaning of the Securities Act and
will be required to deliver a copy of this Prospectus, including a
Prospectus Supplement, if required, to any person who purchases any of
the shares of Common Stock from or through such broker or dealer.
In order to comply with the securities laws of certain
states, if applicable, the shares of Common Stock will be sold only
through registered or licensed brokers or dealers. In addition, in
certain states, the shares of Common Stock may not be sold unless they
have been registered or qualified for sale in such state or an exemption
from such registration or qualification requirement is available and
is complied with.
EXPERTS
The financial statements and schedules incorporated by
reference in this Prospectus from the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 1994 have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated herein in
reliance upon the authority of said firm as experts in giving said
report.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 Huntington Station,
State of New York, on this 6th day of September, 1995.
CopyTele, Inc.
By: /s/ Denis A. Krusos
----------------------------
Denis A. Krusos
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
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,
this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <S> <C>
/s/ Denis A. Krusos Chairman of the Board, Chief Executive Officer September 6, 1995
------------------------ and Director (Principal Executive Officer)
Denis A. Krusos
/s/ Frank J. DiSanto President and Director September 6, 1995
------------------------
Frank J. DiSanto
/s/ Gerald J. Bentivegna Vice President-Finance, Chief Financial Officer September 6, 1995
------------------------ and Director (Principal Financial and
Gerald J. Bentivegna Accounting Officer)
/s/ John E. Gillies Director September 6, 1995
------------------------
John E. Gillies
/s/ John R. Shonnard Director September 6, 1995
------------------------
John R. Shonnard
</TABLE>
<PAGE>
<PAGE>
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. 1993 Stock Option Plan, filed as Annex A
to the Company's Proxy Statement dated June 10, 1993
(incorporated by reference).
4(d) - Amendment No. 1 to the CopyTele, Inc. 1993 Stock Option
Plan, dated as of May 3, 1995.
5 - Opinion and consent of Weil, Gotshal & Manges, dated
September 6, 1995.
23(a) - Consent of Arthur Andersen LLP
23(b) - Consent of Weil, Gotshal & Manges (included in Exhibit 5).
<PAGE>
EXHIBIT 4(d)
AMENDMENT NO. 1 TO
COPYTELE, INC.
1993 STOCK OPTION PLAN
Amendment, dated, May 3, 1995, to the CopyTele, Inc. 1993
Stock Option Plan (the "Plan"). Capitalized terms used herein and not
defined herein shall have the meanings ascribed thereto in the Plan.
RECITALS
--------
WHEREAS, CopyTele, Inc., a Delaware corporation (the
"Company"), created and adopted the Plan effective as of April 28,
1993, which was subsequently approved by the shareholders of the
Corporation on July 14, 1993; and
WHEREAS, the Company, through its Board of Directors, deems
it desirable to amend the Plan as set forth herein.
NOW, THEREFORE, subject to the approval of the shareholders
of the Company as set forth in Section 4 hereof, the Plan is hereby
amended to read in its entirety as follows, effective as of May 3,
1995:
1. Amendment to Article II. The first sentence in the
------------------------
first paragraph of Article II of the Plan is hereby amended to read in
its entirety as follows:
"The total number of Common Shares of the Company which
either may be purchased pursuant to the exercise of Options
granted under the Plan or acquired pursuant to the exercise
of Rights granted under the Plan shall not exceed, in the
aggregate, Seven Million (7,000,000) of the currently
authorized shares of Common Stock, $.01 par value per share,
of the Company (the "Shares"), with no individual to be
granted Options or Rights to purchase, in the aggregate,
more than 500,000 Shares in any given year of the Plan, such
numbers to be subject to adjustment in accordance with
Article XVII of the Plan."
2. Amendment to Article V. The first paragraph of Article
-----------------------
V of the Plan is hereby amended to read in its entirety as follows:
"The price for each Share purchasable under any Non-
Qualified Option granted hereunder shall be no less
NYFS11...:\95\38995\0001\2579\AMD5045I.560
<PAGE>
<PAGE>
than 80% of the fair market value of such Share on the date
of grant, except in respect of Non-Qualified Options granted
to Director Participants pursuant to Article X hereof."
3. Amendment to Article X. Article X is hereby amended to
-----------------------
read in its entirety as follows:
"Subject to the terms and conditions of Articles X
through XIV hereof, commencing with the Annual Meeting of
Shareholders of the Company to be held in 1995, each current
Director Participant of the Company shall automatically be
granted Non-Qualified Options to purchase 20,000 Shares each
year that such director is elected to the Board of
Directors. Future Director Participants shall automatically
be granted Non-Qualified Options to purchase 10,000 Shares
upon their initial election to the Board of Directors and
20,000 Shares at the time of each subsequent Annual Meeting
of Shareholders of the Company at which such director is
elected to the Board of Directors. The purchase price of
the Shares covered by the Non-Qualified Options granted
pursuant to this Article X shall be fair market value of
such Shares on the date of grant."
4. Shareholder Approval. This Amendment is subject to the
---------------------
approval by the affirmative vote of the holders of a majority of the
shares of the Company's common stock voting at its Annual Meeting of
Shareholders to be held on July 19, 1995, or any adjournment or
postponement thereof;; provided, however, that if such shareholder
approval is not obtained, this Amendment and any awards thereunder
shall be null and void.
5. Effect on the Plan. All references in the Plan to
------------------
"this Plan", the "Plan," and all phrases of like import shall refer to
the Plan as amended by this Amendment. The terms "hereof," "herein,"
"hereby," and all phrases of like import, as used in the Plan, shall
refer to the Plan as amended by this Amendment. Except as amended
hereby, the Plan shall remain in full force and effect.
6. No Further Amendment. Except as expressly provided
--------------------
herein, no other term or provision of the Plan is amended hereby.
<PAGE>
EXHIBIT 5
WEIL, GOTSHAL & MANGES
A Partnership Including Professional Corporations
767 Fifth Avenue New York, NY 10153-0119
(212) 310-8000
Fax: (212) 310-8007
September 6, 1995
CopyTele, Inc.
900 Walt Whitman Road
Huntington Station, New York 11746
Gentlemen:
We have acted as counsel to CopyTele, Inc. (the "Company")
in connection with the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission on the date hereof with respect to
4,000,000 shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company being registered in connection with
the CopyTele, Inc. 1993 Stock Option Plan, as amended (the "Plan").
In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the
Registration Statement and such corporate records, agreements,
documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of
the Company, and have made such inquiries of such officers and
representatives, as we have deemed relevant and necessary as a basis
for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents.
As to all questions of fact material to this opinion that have not
been independently established, we have relied upon certificates or
comparable documents of officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the shares of
NYFS11...:\95\38995\0001\2579\OPN7065I.56A
<PAGE>
<PAGE>
CopyTele, Inc.
Page 2
Common Stock to be issued upon the exercise of any stock options
("Options") or stock appreciation rights ("Rights") duly granted
pursuant to the Plan have been duly authorized and, when issued, paid
for and delivered upon the exercise of such Options or Rights in
accordance with the Plan, will be validly issued, fully paid and non-
assessable.
We hereby consent to the filing of a copy of this opinion
with the Securities and Exchange Commission as an exhibit to the
Registration Statement.
The opinion expressed herein is limited to the corporate
laws of the State of Delaware and the federal laws of the United
States, and we express no opinion as to the effect on the matters
covered by this opinion of the laws of any other jurisdiction.
This opinion expressed herein is rendered solely for your
benefit in connection with the transaction described herein. Except
as otherwise provided herein, this opinion may not be used or relied
upon by any other person, nor may this letter or any copies thereof be
furnished to a third party, filed with a governmental agency, quoted,
cited or otherwise referred to without our prior written consent.
Very truly yours,
WEIL, GOTSHAL & MANGES
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 20, 1995, included in CopyTele, Inc.'s Form 10-K
for the year ended October 31, 1994, and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Melville, New York
September 5, 1995
