As filed with the
Securities and Exchange Commission
on March 7, 1997
Registration No. 33-60656
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
NO. 5
TO
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)
Long-Term Stock Investment Plan
(Full title of the plan)
Thomas R. Filesi
President
1215 West Crosby Road
Carrollton, Texas 75006
(972) 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.
2612 Thomas Avenue
Dallas, Texas 75204
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>
EXPLANATORY NOTE
The Prospectus filed as a part of this Registration Statement
has been prepared in accordance with the requirements of Part I 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 acquired by the
person named therein pursuant to the Company's Long-Term Stock
Investment 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; Information
Incorporated by Reference
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 ........... Information Incorporated
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.... Information Incorporated
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
451,112 Shares
OPTEK TECHNOLOGY, INC.
Common Stock
This Prospectus relates to 451,112 shares of the Common Stock,
par value $0.01 per share (the "Common Stock"), of Optek Technol-
ogy, Inc. (the "Company"), which may be offered from time to time
by the Selling Stockholders named herein (the "Selling Stock-
holders"). 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 the Selling
Stockholders will be borne by the Selling Stockholders.
The Common Stock of the Company is traded on the over-the-
counter market. On February 27, 1997 the closing price for shares
of the Company's Common Stock, as reported by the NASDAQ National
Market System was $13.50 per share.
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 of the Selling
Stockholders. 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 February 28, 1997.
<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 (972) 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 will 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 ...................... 3
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. 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 characteristics, combined with
increased speed, durability and compactness, have stimulated the
substitution of optoelectronic and magnetic sensors for mechanical
and electromechanical processors in certain applications.
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 (972) 323-2200.
SELLING STOCKHOLDERS
The following table shows the name and position with the
Company during the past three years of each of the Selling Stock-
holders, the number of shares of the Company's Common Stock
beneficially owned by him as of January 20, 1997 and the number of
shares covered by this Prospectus:
<TABLE>
Beneficial Beneficial
Position Ownership Ownership
Selling With Prior to Shares After
Stockholder the Company Offering Offered Offering(1)
<S> <C> <C> <C> <C>
Thomas R. Director, 358,833 321,833 37,000
Filesi President
and Chief
Executive
Officer
Richard G. Vice 37,755 35,866 1,889
Dahlberg President,
Engineering
Thomas S. Vice 92,331 82,331 10,000
Garrett President,
Operations
PAGE
<PAGE>
Beneficial Beneficial
Position Ownership Ownership
Selling With Prior to Shares After
Stockholder the Company Offering Offered Offering(1)
Robert J. Vice 14,665 9,332 5,333
Kosobucki President,
Worldwide
Sales and
Marketing
William J. Vice - - -
Collinsworth President,
Finance;
Chief Finan-
cial Officer;
Treasurer and
Assistant
Secretary
Wayne Director 15,750 1,750 14,000
Stevenson
(1) Assumes that all shares offered hereby are sold.
</TABLE>
As of January 20, 1997, the Company had approximately
3,965,495 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-6 and 10b-7 may apply to his sales in
the market and has furnished the Selling Stockholders with copies
of these Rules and has informed him of the possible need for
delivery of copies of this Prospectus.
In addition, the Company has informed the Selling Stockholders
that the Selling Stockholders, and any other persons acting in
concert with the Selling Stockholders for the purpose of selling
securities of the Company, may reoffer or resale pursuant to this
Prospectus during any three month period up to, but no more than,
the greater of: (i) one percent of the shares of Common Stock
outstanding as shown by the most recent report or statement
published by the Company; or (ii) the average weekly reported
volume of trading in the Common Stock reported through the NASDAQ
National Market System during the four calendar weeks preceding the
date of sale.
<PAGE>
There can be no assurance that the Selling Stockholders will
sell any or all of the shares of Common Stock offered by him
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 25, 1996 as filed with the Securities and Exchange
Commission on January 23, 1997.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the end of the fiscal
year covered by such 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 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.
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 28th day of February, 1997.
OPTEK TECHNOLOGY, INC.
By /s/ Thomas R. Filesi
Thomas R. Filesi, President
and Chief Executive Officer
PAGE
<PAGE>
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/ William J. Collinsworth Vice President, Finance }
William J. Collinsworth (Principal Financial }
and Accounting Officer) }
}
}
/s/ Grant A. Dove* Chairman of the Board }
Grant A. Dove and Director }
}
} February
/s/ Rodes Ennis* Director } 28, 1997
Rodes Ennis }
}
}
/s/ Michael E. Cahr* Director }
Michael E. Cahr }
}
}
/s/William H. Daughtrey* Director }
William H. Daughtrey, Jr. }
}
}
Director }
Wayne Stevenson }
* By /s/ Thomas R. Filesi
Thomas R. Filesi,
Attorney-in-Fact
