As filed with the Securities and Exchange Commission on February 23, 2000
Registration No. 333-16933
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
To
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________
COPYTELE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 11-2622630
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
900 Walt Whitman Road
Melville, New York 11747
(631) 549-5900
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
COPYTELE, INC. 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
Melville, New York 11747
(631) 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
<PAGE>
EXPLANATORY NOTE
This Post Effective Amendment No. 1 to the Registration Statement on Form S-8
(No. 333-16933) is being filed to amend the Reoffer Prospectus covering options
granted under the Company's 1993 Stock Option Plan, as amended (the "Plan"). The
number of shares identified in the Prospectus is the maximum number of shares
that may be issued under the Plan.
<PAGE>
CopyTele, Inc.
20,000,000 shares of Common Stock under
the 1993 Stock Option Plan
This prospectus relates to the offer and sale from time to time by directors,
officers and/or other key employees and consultants, who may be considered our
"affiliates", of common stock which has been or may be acquired pursuant to our
1993 Stock Option Plan, as amended. We will not receive any of the proceeds from
sales by the selling shareholders.
The selling shareholders propose to sell the shares from time to time in
transactions occurring either on or off The Nasdaq National Market at prevailing
market prices or at negotiated prices. Sales may be made through brokers or to
dealers, who are expected to receive customary commissions or discounts.
The selling shareholders and participating brokers and dealers may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, in which
event any profit on the sale of shares of those selling shareholders and any
commissions or discounts received by those brokers or dealers may be deemed to
be underwriting compensation under the Securities Act.
Our common stock is traded on The Nasdaq Stock Market's National Market under
the symbol "COPY". On February 22, 2000, the closing price of our common stock
as reported by The Nasdaq National Market was $ 2.44 per share.
We are paying all expenses of registration incurred in connection with this
offering but the selling shareholders will pay all brokerage commissions and
other selling expenses.
See "Risk Factors" beginning on Page 6 of this prospectus for a discussion of
certain risks and other factors that you should consider before purchasing our
common stock.
Neither the Securities and Exchange Commission nor any State Securities
Commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is February 23, 2000
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TABLE OF CONTENTS
Page
----
Where You Can Find More Information........................................ 4
Risk Factors............................................................... 6
The Company................................................................ 9
Selling Shareholders....................................................... 9
Plan of Distribution....................................................... 11
Experts.................................................................... 11
You should only rely on the information incorporated by reference or provided in
this prospectus or any supplement. We have not authorized anyone else to provide
you with different information. The common stock is not being offered in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.
WHERE YOU CAN FIND MORE INFORMATION
CopyTele files annual, quarterly and special reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended, with
the SEC. You may read and copy any document we file at the SEC's public
reference rooms located at 450 5th Street, N. W., Washington, D.C. 20549, at
Seven World Trade Center 13th floor, New York, New York 10048 and at Northwest
Atrium Center, 5000 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Please call the SEC at 1-800 SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public from
the SEC's web site at: http:/www.sec.gov.
CopyTele has filed with the SEC a registration statement on Form S-8 under the
Securities Act with respect to the common stock. This prospectus, which
constitutes a part of that registration statement, does not contain all the
information contained in that registration statement and its exhibits. For
further information with respect to CopyTele and our common stock, you should
consult the registration statement and its exhibits. Statements contained in
this prospectus concerning the provisions of any documents are necessarily
summaries of those documents, and each statement is qualified in its entirety by
reference to the copy of the document filed with the SEC.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to the other information we have filed with the SEC. The information that we
incorporate by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information.
The following documents filed by us with the SEC pursuant to Section 13 of the
Exchange Act (File No. 0-11254) and any future filings under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act made prior to the termination of the
offering are incorporated by reference:
4
<PAGE>
(i) our Annual Report on Form 10-K for the fiscal year ended October 31,
1999; and
(ii) the description of our common stock contained in our Registration
Statement on Form 8-A filed with the SEC under Section 12 of the Exchange
Act on October 24, 1983.
We will provide without charge to each person to whom a copy of this prospectus
is delivered a copy of any or all documents incorporated by reference into this
prospectus except the exhibits to such documents (unless such exhibits are
specifically incorporated by reference in such documents). Requests for copies
can be made by writing or telephoning us at 900 Walt Whitman Road, Melville, New
York 11747, Attention: Secretary; telephone number: (631) 549-5900.
Unless otherwise stated in this prospectus, references to "CopyTele", "we",
"our" and "us" refer to CopyTele, Inc., a Delaware corporation.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This prospectus contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements are
not statements of historical facts, but rather reflect our current expectations
concerning future events and results. We generally use the words "believes",
"expects", "intends", "plans", "anticipates", "likely", "will", and similar
expressions to identify forward-looking statements. These forward-looking
statements involve known and unknown risks and uncertainties and other factors,
some of which are beyond our control, that could cause actual results to differ
materially from those forecast or anticipated in the forward-looking statements.
These risks, uncertainties and factors include, but are not limited to, those
factors more fully described under "Risk Factors". Except as required by law, we
undertake no obligation to update forward-looking statements we make in this
prospectus or otherwise.
5
<PAGE>
RISK FACTORS
You should carefully consider the following factors and other information in
this prospectus before deciding to invest in our common stock. If any of the
following risks actually occur, our business and financial results could be
materially and adversely affected. In that case, the trading price of our common
stock could decline and you could lose all or part of your investment.
We have experienced significant net losses and negative cash flows from
operations since our inception and they may continue.
We have incurred substantial costs and expenses since our inception in
developing our flat panel display technology and in our efforts to produce
commercially marketable products incorporating our technology. We have had
limited sales to our dealers, distributors and other customers to support our
operations. We have incurred net losses aggregating $50,159,925 from November 5,
1982 (inception) through October 31, 1999. Research and development expenses
during that period aggregated approximately $31,474,000 and negative cash flow
from operations aggregated $50,794,142. We have set forth below our net losses,
research and development expenses and negative cash flow from operations for the
three fiscal years ended October 31, 1999:
<TABLE>
<CAPTION>
Fiscal Years Ended October 31,
------------------------------
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Net Loss $ 5,800,575 $ 7,135,954 $ 8,465,016
Research and Development $ 3,642,000 $ 3,926,000 $ 3,163,000
Negative Cash Flow From Operations $ 10,172,069 $ 7,736,211 $ 6,117,096
</TABLE>
We have had net losses and negative cash flow in each year of our operations
since our inception and we may continue to incur substantial losses and
experience substantial negative cash flows from operations.
We have not yet developed a commercially successful product and may not be able
to do so in the future.
Our first developed product was the Magicom(R) 2000, a telephone-based
multi-functional telecommunications product incorporating our E-paper(TM) flat
panel display technology. We are currently proceeding with the marketing of a
hardware based peripheral digital encryption system called the USS-900 as well
as the SCS-700, which combines the USS-900 with Magicom(R) 2000 as modified to
include encryption based on the USS-900. Our encryption products are only in
their initial stages of production and marketing. The success and profitability
of these products will depend upon many factors, many of which are beyond our
control, including:
o our ability to successfully market the USS-900 and SCS-700;
o our continuing ability to purchase the Citadel(TM) CCX encryption chip
from Harris Corporation for use in the USS-900;
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o our production capabilities and those of our suppliers as required for
the production of the USS-900, and the modified Magicom(R) 2000 for
the SCS-700;
o long-term product performance and the capability of our dealers and
distributors to adequately service our products;
o our ability to maintain an acceptable pricing level to end-users for our
products;
o the ability of suppliers to meet our requirements and schedule;
o our ability to obtain adequate supplies of substrates for the SCS-700;
o our ability to successfully develop our new products under development,
particularly our new encryption products;
o rapidly changing consumer preferences; and
o the possible development of competitive products that could render our
products obsolete or unmarketable.
Consequently, we cannot give you any assurance that we will generate
sufficient revenues to support our operations in the future or that we will
have sufficient revenues to generate profits.
We are likely to need additional funds in the near future which may not be
available on acceptable terms, and may result in dilution to our stockholders.
We anticipate that we will require additional funds to continue our research and
development activities, market our products, satisfy the NASD requirement that
we maintain a minimum of $4 million of net tangible assets to maintain our
Nasdaq National Market listing, and to participate in Shanghai CopyTele
Electronics Co., Ltd., our joint venture in China, beyond our initial capital
contributions, if cash generated from operations is insufficient to satisfy
these requirements. Based on reductions in operating expenses that we have made
and additional reductions that we may implement, if necessary, we believe that
our cash resources as of the date of this prospectus will be sufficient for us
to continue operations until at least the end of fiscal 2000. However, our
projections of future cash needs and cash flows may differ from actual results.
If current cash and cash that may be generated from operations are insufficient
to satisfy our liquidity requirements, we may seek to sell debt or equity
securities or to obtain a line of credit. The sale of additional equity
securities or convertible debt could result in additional dilution to our
stockholders. We can give you no assurance that we will be able to generate
adequate funds from operations, that funds will be available to us from debt or
equity financings, or that if available, we will be able to obtain such funds on
favorable terms and conditions.
We are dependent upon a few key executives and the loss of their services could
adversely affect us.
7
<PAGE>
Our Chief Executive Officer, Denis A. Krusos, and our President, Frank J.
DiSanto, founded CopyTele in 1982 and are engaged in the management and
operations of our business and that of Shanghai CopyTele, including all aspects
of our development, production and marketing of our products and flat panel
display technology. Messrs. Krusos and DiSanto, and other senior executives, are
important to our future business and financial arrangements. The loss of the
services of any such persons could have a material adverse effect on our
business and prospects.
We may not be able to compete successfully in the very competitive markets for
our products.
The USS-900 and the SCS-700, are subject to intense competition that exists in
the encryption and telecommunications industries. Each of our new products under
development would be subject to the same competitive factors. The
telecommunications industry has a substantial number of competitors which are
larger and possess financial resources significantly greater than ours.
If we are unable to maintain our Nasdaq-National Market listing the market price
of our common stock could be adversely affected.
The NASD requires that we maintain a minimum of $4 million of net tangible
assets and a market price of at least $1 per share in order to continue our
Nasdaq National Market listing. If our stock were delisted, it could have an
adverse affect on the market price of our common stock and the liquidity of our
shares. As of October 31, 1999, our net tangible assets were approximately $6.3
million. The market price of our common stock during the fiscal year ended
October 31, 1999 ranged from a high closing price of $3.31 per share to a low
closing price of $0.69 per share and averaged $1.53 per share.
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THE COMPANY
Overview
- --------
CopyTele presently is a development stage enterprise. Our principal activities
include the development, production and marketing of multi-functional encryption
products, under the Cryptele(TM) brand name, which provide high-grade
information security for domestic and international users over virtually any
communications medium. The first encryption products we have produced under this
product line are the USS-900 (Universal Secure System) and the SCS-700 (Secure
Communication System). The USS-900 is a hardware based peripheral digital
encryption system which incorporates the Harris Corporation encryption digital
cryptographic chip - the Citadel(TM) CCX - to provide high-grade information
encryption. The SCS-700 combines the USS-900 with a modified version of the
Magicom(R) 2000, our first developed product, to provide a secure telephone
based multi-functional telecommunications system incorporating our E-Paper(TM)
flat panel display technology.
We are also continuing our research and development activities for additional
encryption products and other flat panel displays in addition to our patented,
compact, ultra-high resolution, charged particle, E-Paper(TM) flat panel display
technology. We are also continuing our efforts to develop coated particles
derived from our E-Paper(TM) flat panel display technology. If developed, these
coated particles could potentially be used by manufacturers of toners and
pigments.
We initially formed Shanghai CopyTele Electronics Co., Ltd., our 55% owned joint
venture in Shanghai, China, in 1995 to produce and market Magicom(R) 2000 and to
supply it to us for sale outside of China. Shanghai CopyTele currently supplies
a portion of the electronic components, sub-assemblies and accessories for use
in the USS-900 and also produces the modified Magicom(R) 2000 units used in the
SCS-700.
We were incorporated on November 5, 1982, under the laws of the State of
Delaware. Our principal executive offices are located at 900 Walt Whitman Road,
Melville, New York 11747, and our telephone number is (631) 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 our 1993 Stock Option Plan. The
following table sets forth certain information with respect to the selling
shareholders as of February 11, 2000, as follows: (1) the name and position with
CopyTele within the past three years of each selling shareholder; (2) 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); (3) the number of shares of common stock being offered hereby; and
(4) the number and percentage of our 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 their shares of common stock.
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<PAGE>
<TABLE>
<CAPTION>
Selling Shareholder Number of
and Position with Shares Number of Shares Beneficially Owned
the Company within Beneficially Shares Being After Sale
the Past Three Years Owned (1) Offered Hereby (2) Number Percent
-------------------- --------- ------------------ ------ -------
<S> <C> <C> <C> <C>
Denis A. Krusos 7,096,940 900,000 6,196,940 9.53%
Director, Chairman of the
Board and Chief Executive
Officer
Frank J. DiSanto (3) 3,675,710 900,000 2,775,710 4.28%
Director and President
Gerald J. Bentivegna 281,000 159,000 162,000 *
Director, Vice
President-Finance and Chief
Financial Officer
George P. Larounis 282,500 172,500 150,000 *
Director
Lewis H. Titterton (4) 1,539,600 20,000 1,539,600 2.46%
Director
Frank W. Trischetta 578,000 343,000 235,000 *
Senior Vice President -
Marketing and Sales
</TABLE>
_____________________
* Less than 1%
(1) Includes 2,845,180 shares, 2,675,180 shares, 279,000 shares, 282,500 shares,
and 528,000 shares of common stock as to which Denis A. Krusos, Frank J.
DiSanto, Gerald J. Bentivegna, George P. Larounis, and Frank W. Trischetta,
respectively, have the right to acquire currently or within 60 days of the date
hereof upon exercise of options granted pursuant to the 1993 Plan.
(2) Includes 40,000 shares, 40,000 shares, and 20,000 shares of common stock as
to which Gerald J. Bentivegna, George P. Larounis and Lewis H. Titterton,
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 60 days of the date hereof.
(3) Includes 613,215 shares held by the Frank J. DiSanto Revocable Living Trust.
Mr. DiSanto is the trustee and has sole voting and investment power of the
trust. Includes 250,000 shares which are pledged to a bank under a commercial
loan.
(4) Includes 500,000 shares which Lewis H. Titterton has the right to acquire
upon the exercise of warrants.
As of February 11, 2000, there were 62,173,376 shares of our common stock
outstanding.
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.
10
<PAGE>
PLAN OF DISTRIBUTION
Shares covered by this prospectus will be sold by the selling shareholders as
principals for their own account. We will not receive any proceeds from sales of
any shares by selling shareholders.
The selling shareholders may sell shares pursuant to this prospectus from time
to time in transactions (including one or more block transactions) on The Nasdaq
National Market, in the public market off The Nasdaq National Market, in
privately negotiated transactions, or in a combination of such transactions.
Each sale may be made either at the market price prevailing at the time of sale
or at a negotiated price. Sales may be made through brokers or to dealers, and
such brokers or dealers may receive compensation in the form of commissions or
discounts not exceeding those customary in similar transactions. Any shares
covered by this prospectus that qualify for sale under Rule 144 under the
Securities Act may be sold under Rule 144 rather than under this prospectus. We
are paying all expenses of registration incurred in connection with this
offering, but the selling shareholders will pay their own brokerage commissions
and any other expenses they incur.
The selling shareholders and any dealers acting in connection with the offering
or any brokers executing sell orders on behalf of a selling shareholder may be
deemed to be "underwriters" within the meaning of the Securities Act, in which
event any profit on the sale of shares by a selling shareholder and any
commissions or discounts received by a broker or dealer may be deemed to be
underwriting compensation under the Securities Act. In addition, a broker or
dealer may be required to deliver a copy of this prospectus to any person who
purchases any of the shares from or through the broker or dealer.
In order to comply with the securities laws of certain states, if applicable,
the shares will be sold only through registered or licensed brokers or dealers.
EXPERTS
The financial statements and schedules incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing.
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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 Melville, State of New York, on this 23rd day of February, 2000.
CopyTele, Inc.
By: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>
Denis A. Krusos Chairman of the Board, Chief Executive Officer and February 23, 2000
-------------------- Director (Principal Executive Officer)
Denis A. Krusos
Frank J. DiSanto President and Director February 23, 2000
--------------------
Frank J. DiSanto
Gerald J. Bentivegna Vice President-Finance, Chief Financial Officer and February 23, 2000
-------------------- Director (Principal Financial and Accounting
Gerald J. Bentivegna Officer)
George P. Larounis Director February 23, 2000
--------------------
George P. Larounis
Lewis H. Titterton Director February 23, 2000
--------------------
Lewis H. Titterton
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
23 - Consent of Arthur Andersen LLP
13
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 27, 2000
included in CopyTele, Inc.'s Form 10-K for the year ended October 31, 1999 and
to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Melville, New York
February 18, 2000
