<PAGE>
As filed with the Securities and Exchange Commission on November 27, 1996
Registration No. 333-
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 LLP
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 be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered Per Unit Price Registration Fee
<S> <C> <C> <C> <C>
Shares of Common Stock, par value $.01 per share 6,000,000 $6.4375 $38,625,000 $11,705
<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 November 22, 1996.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement registers 6,000,000 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 "Plan"), including 3,000,000 shares by virtue of the two-for-one
stock split issued on June 17, 1996 to stockholders of record at the
close of business on June 4, 1996. The contents of an earlier
Registration Statement on Form S-8 in respect of the Plan, as filed
with the Securities and Exchange Commission (the "Commission") on
December 9, 1993, Registration No. 33-72716, and a Registration
Statement on Form S-8 in respect of an amendment to the Plan, as filed
with the Commission on September 6, 1995, Registration No. 33-62381,
are hereby incorporated by reference; provided, however, that the
-------- -------
Reoffer Prospectus contained in such earlier Registration Statements
shall be deleted and the following revised Reoffer Prospectus, filed
as part of this Registration Statement, shall be substituted therefor.
<PAGE>
REOFFER PROSPECTUS
------------------
COPYTELE, INC.
COMMON STOCK (PAR VALUE $.01 PER SHARE)
20,000,000 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 and May
10, 1996 (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
November 22, 1996 the closing price of the Common Stock as reported by
the Nasdaq Stock Market was $6.25 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 November 27, 1996
<PAGE>
TABLE OF CONTENTS
Page
----
Available Information . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . 4
Selling Shareholders . . . . . . . . . . . . . . . . . . . . 4
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.
2
<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, 1995.
(b) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended January 31, 1996, April 30, 1996 and July 31,
1996.
(c) The Company's Report on Form 8-K dated April 17, 1996.
(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.
3
<PAGE>
THE COMPANY
The Company is a development stage enterprise whose
principal activities are the development of telephone based multi-
functional telecommunications products incorporating the Company's
ultra-high resolution flat panel display, the further enhancement of
its flat panel display, and its interest in Shanghai CopyTele
Electronics Co., Ltd., the joint venture in China for the production
of its telecommunications products.
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 produced and sold in commercial quantities. 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, will have sufficient revenues to
generate profits or that other products will not be produced by other
companies that will render the products of the Company and of the
Joint Venture obsolete.
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 and Shanghai CopyTele, Inc., including the
technical aspects of the development of the Company's products, and
are important to the future business and financial arrangements of the
Company and the Joint Venture.
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 November 18, 1996, 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.
4
<PAGE>
<TABLE>
<CAPTION>
Selling Shareholder Number of Number of Shares Beneficially
and Position with Shares Shares Being Owned After Sale
the Company within Beneficially Offered ----------------
the Past Three Years Owned(1) Hereby(2) Number Percent
-------------------- ------------ ------------ ------ -------
<S> <C> <C> <C> <C>
Denis A. Krusos -
Director, Chairman
of the Board and
Chief Executive
Officer 6,389,440 1,772,180 4,792,260 8.10%
Frank J. DiSanto -
Director and President 6,052,960(3) 1,682,180 4,545,780(3) 7.69%
Gerald J. Bentivegna -
Director, Vice
President-Finance
and Chief Financial
Officer 61,000 185,000 1,000 0.00%
Frank W. Trischetta,
Senior Vice President-
Marketing and Sales 208,000 363,000 0 0.00%
John R. Shonnard -
Director 247,200(4) 120,000 167,200(4) 0.29%
John E. Gillies -
Director 81,000(5) 100,000 21,000(5) 0.04%
<FN>
________________
(1) Includes 1,597,180 shares, 1,507,180 shares, 60,000 shares,
208,000 shares, 80,000 shares and 60,000 shares which Denis A.
Krusos, Frank J. DiSanto, Gerald J. Bentivegna, Frank W.
Trischetta, John R. Shonnard and John E. Gillies, respectively,
have the right to acquire currently or within sixty (60) days of
the date hereof upon the exercise of options granted pursuant to
the 1993 Plan.
(2) Includes 175,000 shares, 175,000 shares, 125,000 shares, 155,000
shares, 40,000 shares and 40,000 shares of Common Stock which
Denis A. Krusos, Frank J. DiSanto, Gerald J. Bentivegna, Frank
W. Trischetta, John R. Shonnard and John E. Gillies,
respectively, have the right to acquire upon the exercise of
options granted pursuant to the 1993 Plan, which options are not
currently exercisable or exercisable within sixty (60) days of
the date hereof.
(3) Includes 2,000,000 shares of Common Stock held in the Frank J.
DiSanto Revocable Living Trust. Mr. DiSanto is the trustee and
has sole voting and investment power of the trust.
(4) Includes 37,600 shares which Mr. Shonnard has the right to
acquire currently upon the exercise of options granted pursuant
to the CopyTele, Inc. 1987 Stock Option Plan, and 129,600 shares
of Common Stock which are held in a revocable trust by Wells
Fargo Bank (successor to First Interstate Bank of California),
as trustee of such trust. Mr. Shonnard and his wife, Janet L.
Shonnard, are the beneficiaries of such trust and, under certain
circumstances, may jointly exercise the voting power and
investment power of the trust.
(5) Includes 20,000 shares which Mr. Gillies has the right to
acquire currently upon the exercise of options granted pursuant
to the CopyTele, Inc. 1987 Stock Option Plan.
</FN>
</TABLE>
5
<PAGE>
As of November 18, 1996, there were 57,404,656 shares of the
Company's Common Stock outstanding.
Where applicable, all references to amounts of Common Stock have
been adjusted to reflect the two-for-one stock split issued on June
17, 1996 to stockholders of record at the close of business on June 4,
1996 in the form of a stock dividend of one share of Common Stock for
each share 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, 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.
6
<PAGE>
EXPERTS
The financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1995 have been audited by Arthur Andersen LLP, independent
auditors, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports
of such firm given upon their authority as experts in accounting and
auditing.
7
<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 27th day of November, 1996.
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> <C> <C>
/s/ Denis A. Krusos Chairman of the Board, Chief Executive Officer and November 27, 1996
------------------------------------- Director (Principal Executive Officer)
Denis A. Krusos
/s/ Frank J. DiSanto President and Director November 27, 1996
-------------------------------------
Frank J. DiSanto
/s/ Gerald J. Bentivegna Vice President-Finance, Chief Financial Officer and November 27, 1996
------------------------------------- Director (Principal Financial and Accounting
Gerald J. Bentivegna Officer)
/s/ John E. Gillies Director November 27, 1996
-------------------------------------
John E. Gillies
/s/ John R. Shonnard Director November 27, 1996
-------------------------------------
John R. Shonnard
</TABLE>
8
<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, filed as Exhibit 4(d) to the
Company's Registration Statement on Form
S-8, Registration No. 33-62381
(incorporated by reference).
4(e) - Amendment No. 2 to the CopyTele, Inc.
1993 Stock Option Plan, dated as of May
10, 1996, filed as Exhibit 10.32 to the
Company's Quarterly Report on Form 10-Q
for the quarter ended April 30, 1996
(incorporated by reference).
5 - Opinion and consent of Weil, Gotshal &
Manges LLP, dated November 27, 1996.
23(a) - Consent of Arthur Andersen LLP
23(b) - Consent of Weil, Gotshal & Manges LLP
(included in Exhibit 5).
9
<PAGE>
EXHIBIT 5
WEIL, GOTSHAL & MANGES LLP
A Limited Liability Partnership Including Professional Corporations
767 Fifth Avenue New York, NY 10153-0119
(212) 310-8000
Fax: (212) 310-8007
November 27, 1996
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
an additional 6,000,000 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
<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.
The 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 LLP
NYFS11...:\95\38995\0001\2579\OPNN256K.03A
<PAGE>
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 22, 1996, included in CopyTele, Inc.'s Form 10-K
for the year ended October 31, 1995, and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Melville, New York
November 27, 1996
