As filed with the Securities and Exchange Commission
on January 24, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
OPTEK TECHNOLOGY, INC.
(Exact name of issuer as specified in its charter)
Delaware 75-1962405
(State of incorporation) (I.R.S. Employer
Identification No.)
1215 West Crosby Road
Carrollton, Texas 75006
(Address, including zip code, of principal executive offices)
Directors' Formula Award Plan
(Full title of the plan)
Thomas R. Filesi
President
1215 West Crosby Road
Carrollton, Texas 75006
(214) 323-2200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Christopher M. Hewitt
Hewitt & Hewitt, P.C.
3100 Monticello, Suite 770
Dallas, Texas 75205
Approximate date of commencement of proposed sales to public:
Sales of the securities registered hereunder will occur from time
to time after the effective date of this Registration Statement.
PAGE
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Number Maximum Maximum
Securities of Shares Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price Fee
Common Stock
$0.01 par
value 200,000 $0.44- $1,256,208 $ 433.18
$8.375
Common Stock,
$0.01 par
value(2) 200,000 $8.375 $1,675,000 $ 577.59
$1,010.77
(1) Estimated solely for the purpose of calculating the registra-
tion fee. With respect to Common Stock issuable upon exercise
of options, the registration fee has been calculated in
accordance with Rule 457(h). With respect to Common Stock to
be reoffered to the public, the registration fee has been
calculated in accordance with Rule 457(c) on the basis of the
average of the bid and asked prices of the Company's Common
Stock as reported on January 23, 1996.
(2) Shares to be sold pursuant to reoffer prospectus included
herein.
PAGE
<PAGE>
EXPLANATORY NOTE
The Prospectus filed as a part of this Registration Statement
has been prepared in accordance with the requirements of Form S-3
pursuant to Instruction C to Form S-8 and may be used for reoffers
or resales of the Company's Common Stock to be acquired by the
persons named therein pursuant to the Directors' Formula Award
Plan.
PAGE
<PAGE>
OPTEK TECHNOLOGY, INC.
Cross Reference Sheet
Between Items of Form S-3 and Prospectus
Pursuant to Rule 501(b) of Regulation S-K
Registration Statement
Item and Heading Prospectus Heading
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus.... Cover Page; Cross Refer-
ence Sheet
2. Inside Front and Outside Back
Cover Pages of Prospectus... Cover Page
3. Summary Information, Risk
Factors and Ratio of
Earnings to Fixed Charges... The Company
4. Use of Proceeds............. *
5. Determination of Offering
Price ...................... *
6. Dilution ................... *
7. Selling Security Holders.... Cover Page; Selling Stock-
holders
8. Plan of Distribution ....... Selling Stockholders
9. Description of Securities
to be Registered ........... Incorporation of Documents
by Reference
10. Interests of Named Experts
and Counsel................. *
11. Material Changes ........... *
<PAGE>
Registration Statement
Item and Heading Prospectus Heading
12. Incorporation of Certain
Information by Reference.... Incorporation of Documents
by Reference
13. Disclosure of Commission
Position on Indemnification
for Securities Act
Liabilities................. Indemnification of Direc-
tors and Officers
* Omitted as Inapplicable
PAGE
<PAGE>
PROSPECTUS
200,000 Shares
OPTEK TECHNOLOGY, INC.
Common Stock
This Prospectus relates to 200,000 shares of the Common Stock,
par value $0.01 per share (the "Common Stock"), of Optek Technolo-
gy, Inc. (the "Company"), which may be offered from time to time by
any or all of the Selling Stockholders named herein (the "Selling
Stockholders"). It is anticipated that the Selling Stockholders
will offer shares for sale at prevailing prices in the over-the-
counter market on the date of sale. The Company will receive no
part of the proceeds of sale made hereunder. All expenses of
registration incurred in connection with this offering are being
borne by the Company, but all selling and other expenses incurred
by an individual Selling Stockholder will be borne by such Selling
Stockholder.
The Common Stock of the Company is traded on the over-the-
counter market. On January 23, 1996 the closing bid and asked
prices for shares of the Company's Common Stock, as reported by the
primary market maker for the Company's common stock were $8.00 and
$8.75 per share, respectively.
The Selling Stockholders and any broker executing selling
orders on behalf of the Selling Stockholders may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), in which event commissions received
by such broker may be deemed to be underwriting commissions under
the Securities Act.
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.
No person is authorized to give any information or to make
any representations, other than those contained in this Prospectus,
in connection with the offering described herein, and, if given or
made, such information or representations must not be relied upon
as having been authorized by the Company or any Selling Stock-
holders. This Prospectus does not constitute an offer to sell, or
a solicitation of an offer to buy, nor shall there be any 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 nor any sale made hereunder
shall under any circumstances create an implication that the
information contained herein is correct as of any time subsequent
to the date hereof.
The date of this Prospectus is January 24, 1996.
<PAGE>
The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, upon written or oral request of any such
person, a copy of any and all of the information that has been or
may be incorporated by reference in this Prospectus, other than
exhibits to such documents. Requests for such copies should be
directed to Optek Technology, Inc., 1215 West Crosby Road,
Carrollton, Texas 75006. The Company's telephone number at that
location is (214) 323-2200.
The Company is subject to the informational reporting
requirements of the Securities Exchange Act of 1934 and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission. Such
reports, proxy statements and other information can be inspected
and copied at the Public Reference Room of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's
regional offices at 219 South Dearborn Street, Chicago, IL 60604;
26 Federal Plaza, New York, NY 10007; and 5757 Wilshire Boulevard,
Los Angeles, CA 90036, and copies of such materials can be obtained
from the Public Reference Section of the Commission, Washington,
D.C. 20549, at prescribed rates.
The Company intends to furnish its stockholders with annual
reports containing additional financial statements and a report
thereon by independent certified public accountants.
TABLE OF CONTENTS
Page
The Company ............................... 3
Selling Stockholders ...................... 4
Indemnification of Directors and Officers.. 5
Information Incorporated by Reference ..... 6
PAGE
<PAGE>
THE COMPANY
Optek Technology, Inc. (the "Company") markets, designs and
manufactures sensor products based on either of two technologies:
optoelectronics or magnetic field sensing (Hall Effect). These
products react to changes in infrared light or magnetic fields
which indicate physical events such as position, speed or rotation
and convert this information into an electrical signal which can
then be communicated to control devices such as microprocessors
capable of processing and responding to that signal. Because
optoelectronic and magnetic sensors operate without physical
contact, they are capable of more accurate and reliable measurement
and can be used with more sensitive and delicate equipment than
standard mechanical or electromechanical devices. These character-
istics, combined with increased speed, durability and compactness,
have stimulated the substitution of optoelectronic and magnetic
sensors for mechanical and electromechanical processors.
The Company was incorporated in Texas in October 1979 as
"Crown Semiconductor, Inc." and reincorporated in Delaware in
August 1984, changing its name to "Optek Technology, Inc." Its
executive offices are located at 1215 West Crosby Road, Carrollton,
Texas 75006, a city immediately north of Dallas. The Company's
telephone number is (214) 323-2200.
<PAGE>
<PAGE>
SELLING STOCKHOLDERS
The following table shows the names and positions with the
Company during the past three years of the Selling Stockholders,
the number of shares of the Company's Common Stock beneficially
owned by each of them as of January 19, 1996 and the number of
shares covered by this Prospectus:
Beneficial Beneficial
Position Ownership Shares Ownership
Selling With Prior to Being After
Shareholder the Company Offering Offered Offering (1)
Grant Dove Chairman of
the Board
and
Director 208,301 7,000 201,301
Michael Cahr Director 36,500 14,000 22,500
Rodes Ennis Director 39,700 14,000 25,700
William H.
Daughtrey Director 23,500 14,000 9,500
Wayne
Stevenson Director 12,750 10,500 1,750
Don Hodges Former
Director 8,500 3,500 5,000
(1) Assumes that all shares offered hereby are sold.
As of January 19, 1996, the Company had approximately
3,480,366 shares of Common Stock outstanding.
The Company has been advised by the Selling Stockholders that
they intend to sell all or a portion of the shares offered hereby
from time to time in the over-the-counter market and that sales
will be made at prices prevailing at the times of such sales. The
Selling Stockholders may also make private sales directly or
through a broker or brokers. In connection with any sales, the
Selling Stockholders and any brokers participating in such sales
may be deemed to be underwriters within the meaning of the
Securities Act.
The Company has informed the Selling Stockholders that the
anti-manipulative Rules 10b-2, 10b-6 and 10b-7 may apply to their
sales in the market and has furnished each Selling Stockholder with
a copy of these Rules and has informed them of the possible need
for delivery of copies of this Prospectus.
<PAGE>
In addition, the Company has informed each of the Selling
Stockholders that any Selling Stockholder who is affiliated with
the Company, and any other persons acting in concert with such
Selling Stockholder for the purpose of selling securities of the
Company, may reoffer or resale pursuant to this Prospectus up to,
but no more than, 34,803 shares of the Common Stock during any
three month period.
There can be no assurance that any of the Selling Stockholders
will sell any or all of the shares of Common Stock offered by them
hereunder.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers
the Company to indemnify its current and former Directors, officers
and certain other persons against certain expenses incurred by them
in connection with any suit to which they were, are or are
threatened to be made parties by reason of their serving in such
positions, so long as they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests
of the Company and, with respect to any criminal action, they had
no reasonable cause to believe their conduct was unlawful. With
respect to suits by or in the right of the Company, however, the
power to indemnify does not extend to judgments or settlement
amounts and, unless the court determines that indemnification is
appropriate, indemnification is not available for the benefit of
such persons who are adjudged to be liable to the Company. The
statute also empowers the Company to purchase and maintain
insurance for such persons with respect to liability arising out of
or in connection with their capacity or status with the Company.
The statute further specifically provides that the indem-
nification authorized thereby shall not be deemed exclusive of any
other rights to which any such officer or Director may be entitled
under any bylaws, agreements, vote of stockholders or disinterested
Directors or otherwise. Article IX of the Company's Bylaws
provides for the indemnification of Directors, officers and certain
other persons within the limitations of Section 145.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to Directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable.
PAGE
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
There are hereby incorporated by reference in this Prospectus
the following documents and information heretofore filed with the
Securities and Exchange Commission:
The Company's Annual Report on Form 10-K for the fiscal year
ended October 27, 1995 as filed with the Securities and Exchange
Commission on January 16, 1996.
The description of the Common Stock contained in the Company's
Registration Statement filed under the Securities Exchange Act of
1934 (the "Exchange Act") registering shares of the Common Stock
under Section 12 of the Exchange Act, including any amendment or
reports filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
Prospectus and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Prospectus and to be part
hereof from the date of filing such documents.
PAGE
<PAGE>
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item Number
3 Incorporation of Documents by Reference.
The following documents and information heretofore filed
with the Securities and Exchange Commission are hereby
incorporated by reference in this Registration Statement:
The Company's Annual Report on Form 10-K for the fiscal
year ended October 27, 1995 as filed with the Securities
and Exchange Commission on January 16, 1996.
All documents filed by the Company pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year covered by the above
described Annual Report and prior to the filing of a
post-effective amendment which indicates that all
securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Prospectus and to be
part hereof from the date of filing such documents.
The description of the Common Stock contained in the
Company's Registration Statement filed under the Securi-
ties Exchange Act of 1934 (the "Exchange Act") register-
ing shares of the Common Stock under Section 12 of the
Exchange Act, including any amendment or reports filed
for the purpose of updating such description.
4 Description of Securities.
Not applicable.
5 Interests of Named Experts and Counsel.
Not applicable.
6 Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law
empowers the Registrant to indemnify its current and
former Directors, officers and certain other persons
against certain expenses incurred by them in connection
with any suit to which they were, are or are threatened
to be made parties by reason of their serving in such
<PAGE>
positions, so long as they acted in good faith and in a
manner they reasonably believed to be in or not opposed
to the best interests of the Registrant and, with respect
to any criminal action, they had no reasonable cause to
believe their conduct was unlawful. With respect to
suits by or in the right of the Registrant, however, the
power to indemnify does not extend to judgments or
settlement amounts and, unless the court determines that
indemnification is appropriate, indemnification is not
available for the benefit of such persons who are
adjudged to be liable to the Registrant. The statute also
empowers the Registrant to purchase and maintain insur-
ance for such persons with respect to liability arising
out of or in connection with their capacity or status
with the Registrant.
The statute further specifically provides that the
indemnification authorized thereby shall not be deemed
exclusive of any other rights to which any such officer
or Director may be entitled under any bylaws, agreements,
vote of stockholders or disinterested Directors or
otherwise. Article IX of the Registrant's Bylaws
provides for the indemnification of Directors, officers
and certain other persons within the limitations of
Section 145. In addition, the Option Plans provide for
indemnification of each member of the Compensation
Committee by the Company for all expenses arising out of
any proceeding in which he may be involved by reason of
his having been a member of the Compensation Committee.
7 Exemption from Registration Claimed.
Not applicable.
8 Exhibits.
Exhibit
Number
5.1 Opinion and Consent of Hewitt & Hewitt, P.C.
5.2 Opinion and Consent of Hewitt & Hewitt, P.C.
10.1 Directors' Formula Award Plan.(1)
10.2 Form of Option Agreement.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Counsel. (Reference is made to
Exhibit 5.2.)
<PAGE>
24 Power of Attorney. (Reference is made to the
signature page.)
(1) Filed as Exhibit 10.48 to Optek Technology, Inc's
Form 10-K for the fiscal year ended October 25,
1991 and incorporated herein by reference.
9 Undertakings.
The undersigned Registrant hereby undertakes to file,
during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represents a fundamental change
in the information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the Regis-
tration Statement;
Provided, however, that paragraphs (i) and (ii) do not
apply if the Registration Statement is on Form S-3 or
Form S-8 and the information required to be included in
a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securi-
ties Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to remove
from registration by means of a post-effective amendment
any of the securities being registered which remain
unsold at the termination of the offering.
<PAGE>
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securi-
ties Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorpo-
rated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934;
and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifical-
ly incorporated by reference in the prospectus to provide
such interim financial information.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the regis-
trant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities
being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Optek Technology, Inc., a corporation organized and
existing under the laws of the State of Delaware, 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 under-
signed, thereunto duly authorized, in the City of Carrollton, State
of Texas, on this 12th day of December, 1995.
OPTEK TECHNOLOGY, INC.
By /s/ Thomas R. Filesi
Thomas R. Filesi, President
<PAGE> <PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby constitute
and appoint Thomas R. Filesi, D. Vinson Marley and Christopher M.
Hewitt, and each of them, with full power of substitution and
resubstitution our true and lawful attorney-in-fact and agent, in
any and all capacities, with full power to act alone, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement, and to file each such amendment to this
Registration Statement, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorney-in-fact and
agent full power and authority to do and perform any and all acts
and things 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 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 dates indicated.
Signature Title Date
/s/ Thomas R. Filesi Director and President }
Thomas R. Filesi (Chief Executive Officer) }
}
}
/s/ D. Vinson Marley Vice President - Finance }
D. Vinson Marley Treasurer and Assistant }
Secretary } December
}
/s/ Grant Dove Director } 12, 1995
Grant Dove }
}
/s/ Rodes Ennis Director }
Rodes Ennis }
}
/s/ Michael Cahr Director }
Michael Cahr }
}
/s/ William Daughtrey Director }
William Daughtrey }
}
/s/ Wayne Stevenson Director }
Wayne Stevenson }
<PAGE> <PAGE>
OPTEK TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered
5.1 Opinion and Consent of Hewitt & Hewitt,
P.C.
5.2 Opinion and Consent of Hewitt & Hewitt,
P.C.
10.1 Directors' Formula Award Plan.(1)
10.2 Form of Option Agreement.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Counsel. (Reference is made
to Exhibit 5.2.)
24 Power of Attorney. (Reference is made
to the signature page.)
(1) Filed as Exhibit 10.48 to Optek Technology, Inc's Form 10-K
for the fiscal year ended October 25, 1991 and incorporated
herein by reference.
<PAGE>
January 24, 1996
Optek Technology, Inc.
1215 West Crosby Road
Carrollton, Texas 75006
Re: Optek Technology, Inc. (the "Company")
Registration Statement on Form S-8
Gentlemen:
You have requested our opinion concerning certain tax aspects
of the issuance and exercise of options pursuant to the plan
described below (the "Plan") and the resale of shares of the
Company's common stock, par value $0.01 per share, acquired
thereby.
In preparing the opinion which follows we have reviewed the
following documents:
1. The Company's Directors' Formula Award Plan; and
2. The Company's Registration Statement on form S-8, filed
January 24, 1996.
We have also examined such other instruments, considered such
questions of law, and discussed with you such other matters as in
our judgment were necessary or appropriate to enable us to render
our opinions set forth herein.
Based upon the foregoing, it is our opinion that the
descriptions and statements set forth under the caption "Tax
Information" on pages 4 through 5 of the Prospectus relating to
purchases pursuant to the Plan, insofar as such descriptions and
statements purport to summarize the tax treatment of non-qualified
options and transactions in the securities acquired thereby, are
accurate and correct in all material respects.
We hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement.
Yours very truly,
HEWITT & HEWITT, P.C.
By:
Christopher M. Hewitt
President
CMH:ds
January 24, 1996
Optek Technology, Inc.
1215 West Crosby Road
Carrollton, Texas 75006
Re: Optek Technology, Inc.
Gentlemen:
Optek Technology, Inc., a Delaware corporation (the
"Company"), has filed with the Securities and Exchange Commission
its Registration Statement on Form S-8 (the "Registration
Statement") relating to 200,000 shares of its Common Stock, par
value $0.01 per share (the "Common Stock), issuable under the
Company's Directors' Formula Award Plan (the "Plan").
We have acted as counsel for the Company in connection with
the offering of the 200,000 shares which may be acquired pursuant
to the Plan and the registration under the Securities Act of 1933,
as amended, of such shares and are familiar with the proceedings
taken and proposed to be taken by them in connection therewith. We
are familiar with the corporate law of the State of Delaware under
which the Company is incorporated and exists, and we have examined
such documents and corporate proceedings, and have made such
further examinations and inquiries, as we deem necessary for the
purposes of this opinion.
Based upon the foregoing, we are of the opinion that the
200,000 shares issuable upon exercise of options granted pursuant
to the Plan by participants therein, when issued pursuant to the
terms of the options and the Plan will be validly issued and
outstanding, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement.
Yours very truly,
HEWITT & HEWITT, P.C.
By:
Christopher M. Hewitt
President
CMH:ds
Stock Option Agreement
To:
Pursuant to the terms of the Directors' Formula Award Plan
(the "Plan") of Optek Technology, Inc. (the "Company"), you are
hereby granted the option to acquire up to shares of the
Company's Common Stock, par value $0.01 per share, at the price of
$1.83 per share, subject to the vesting and other requirements of
the Plan.
Reference is hereby made to the terms of the Plan for a full
statement of the rights, privileges, obligations, terms and
conditions of this option, which is in its entirety subject to and
governed by the terms of such Plan, which are hereby incorporated
by reference herein as if fully set forth at length.
OPTEK TECHNOLOGY, INC.
By:
Thomas R. Filesi, President
Accepted as of the 21st day of March, 1995.
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Optek Technology, Inc.:
We consent to the use of our reports incorporated herein by
reference.
/s/ KPMG Peat Marwick LLP
Dallas, Texas
January 17, 1996
