As filed with the Securities and Exchange Commission on May 14,
1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OPTEK TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware
75-1962405
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
1215 West Crosby Road
Carrollton, Texas 75006
(972) 323-2200
(Address, including zip code, and telephone number,
including
area code, of registrant's principal executive offices)
THOMAS R. FILESI
President and Chief Executive Officer
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)
Copies to:
CHRISTOPHER M. HEWITT THOMAS J. MURPHY
Hewitt & Hewitt, P.C. McDermott, Will & Emery
2612 Thomas Avenue 227 West Monroe Street
Dallas, Texas 75204 Chicago, Illinois 60606
(214) 969-0250 (312) 984-2069
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes
effective.
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount
Title of Each Class Maximum Maximum of
of Securities to be Amount to be Offering Price Aggregate
Registration
Registered Registered Per Share(1) Offering Price(1) Fee
Common Stock
(par value $.01)1,028,230 shares(2) $11.625 $11,953,174 $3,623
(1) Estimated solely for the purpose of calculating the amount
of the registration fee in accordance with Rule 457(c) under the
Securities Act of 1933 as the average of the high and low sale
prices of a share of the registrant's common stock reported by
the Nasdaq Stock Market's National Market System on May 9, 1997
(2) Includes 78,230 shares that the Underwriters have the
option to purchase to cover over-allotments, if any.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE> <PAGE>
SUBJECT TO COMPLETION, DATED MAY , 1997
PROSPECTUS
950,000 Shares
Optek Technology, Inc.
Common Stock
All of the shares of common stock (the "Common Stock") of Optek
Technology, Inc. ("Optek" or the "Company") offered by this
Prospectus are being sold by Allstate Insurance Company (the
"Selling Stockholder"). See "Principal and Selling Stockholders."
The Company will not receive any proceeds from the sale of shares
by the Selling Stockholder.
The Common Stock is quoted on the Nasdaq National Market under
the symbol "OPTT." On May 9, 1997, the last reported sale price
of the Common Stock on the Nasdaq National Market was $12.00 per
share. See "Price Range of Common Stock."
See "Risk Factors" beginning on page 5 for a discussion of
factors that should be considered by prospective purchasers of
the Common Stock offered hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Price to Underwriting Proceeds to Selling
Public Discounts(1) Stockholder
Per Share $ $ $
Total(2)(3) $ $ $
(1) The Company and the Selling Stockholder have agreed to
indemnify the Underwriters against certain liabilities, including
liabilities arising under the Securities Act of 1933, as amended.
See "Underwriting."
(2) The Company has agreed to pay expenses of the offering
estimated at $ .
(3) The Selling Stockholder has granted the Underwriter an
option for 30 days to purchase up to an additional 78,230 shares
of Common Stock at the Price to Public less the Underwriting
Discount solely to cover over-allotments, if any. If such option
is exercised in full, the total Price to Public, Underwriting
Discount and Proceeds to Selling Stockholder will be $ , $
, and $ , respectively. See "Underwriting."
The shares of Common Stock are offered by the Underwriter
specified herein, subject to receipt and acceptance by it and
subject to the right to reject any order, in whole or in part.
It is expected that delivery of the certificates representing the
shares will be made against payment therefor in Chicago, Illinois
on or about , 1997.
ABN AMRO Chicago Corporation
, 1997.
Information contained herein is subject to completion or
amendment. A Registration Statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
PAGE
<PAGE>
OPTEK TECHNOLOGY, INC.
The following chart sets forth selected customer applications
which utilize the Company's sensor technology and the percentage
of fiscal 1996 net sales by product group.
Diagram is a pie chart showing various product groups and their
percentages, as follows:
Office Equipment 37%
Industrial 26%
Automotive 19%
Aerospace/Defense 9%
Medical 6%
Communications 3%
Examples of applications in each group are also described as follows:
Office Equipment: ATM Machines, Check Readers, Computer Tape Drives,
Credit Card Readers, Mail Sorters, Photocopiers, Point of Sale Terminals,
Postal Machines, Printers, Ticket Machines
Industrial: Currency & Coin Changers, Electric Motors, Elevator Door
Position Sensors, Filling Station Pumps, Optical Encoders, Security Systems,
Staplers, Toll Systems, Vending Equipment
Automotive: Cam Position Sensors, Crank Shaft Sensors, Ignition Lock
Theft Deterant Systems
Aerospace/Defense: Air to Air Missile Control Systems, Infantry Missile
Control Systems, Satelite Actuator/Control Systems, Space Station Actuator/
Control Systems, Tank Ranging Systems
Medical: Defibrillators, Medical Fluid Analyzers, Medical Fluid Dispen-
sers, Pharmaceutical Dispensing Systems
Communications: Custom Communication Components, LAN Systems
INCORPORATION BY REFERENCE
The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus
is delivered, upon the written or oral request of such person, a
copy of any and all of the documents incorporated by reference
herein (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference in such
documents). See "Information Incorporated by Reference."
Requests for such copies should be directed to the Secretary,
Optek Technology, Inc., 1215 West Crosby Road, Carrollton,
Texas 75006, telephone number (972) 323-2200.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE
PRICE OF THE COMMON STOCK, INCLUDING OVER-ALLOTMENT, STABILIZING
TRANSACTIONS, SYNDICATE SHORT COVERING TRANSACTIONS AND PENALTY
BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS (AND
SELLING GROUP MEMBERS) MAY ENGAGE IN PASSIVE MARKET MAKING
TRANSACTIONS IN THE COMMON STOCK ON NASDAQ IN ACCORDANCE WITH
RULE 103 OF REGULATION M. SEE "UNDERWRITING."
PAGE
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information and consolidated financial statements and
related notes appearing elsewhere in this Prospectus or
incorporated by reference herein. All references in this
Prospectus to "Optek" or the "Company", unless the context
indicates otherwise, refer to Optek Technology, Inc. and its
wholly-owned subsidiaries. Unless otherwise indicated, this
Prospectus assumes the Underwriter's over-allotment option is not
exercised. See "Underwriting."
The Company
Optek is a leading designer and manufacturer of electronic
sensor components and assemblies that detect motion and position
for a broad range of applications. The Company utilizes
optoelectronic and magnetic field sensing technologies to target
non-standard applications that require specialized engineering
and manufacturing expertise. The Company sells its products for
end use by original equipment manufacturers (OEMs) in the office
equipment, automotive, industrial, aerospace/defense, medical and
communications markets. The Company believes that in many cases
it is the sole source supplier for specific components and
assemblies necessary for its customers' applications. In fiscal
1996, major customers included General Motors Corporation, Pitney
Bowes, Inc., Xerox Corporation and International Business
Machines Corporation.
Prior to fiscal 1992, the Company's sales to the automotive
market were not significant (less than 2% of net sales in fiscal
1991). In fiscal 1992, the Company began production and sale of
magnetic field sensors for automotive applications and continued
efforts to identify additional applications. As a result of this
strategic pursuit of the automotive market, by fiscal 1996
automotive sales represented approximately 19% of net sales.
Because of the Company's engineering and manufacturing expertise
and customer relationships, the Company has been awarded several
additional long-term automotive programs. Sensor components and
assemblies are being used increasingly by the automotive industry
to improve emission control, fuel economy, safety and
performance, while reducing warranty costs. As a result of this
increasing demand and the Company's strategy to capitalize on
trends in the automotive industry, including single sourcing,
that favor high quality, reliable suppliers who provide custom
design and testing capabilities, the Company believes that the
automotive market represents its most significant opportunity for
growth.
The Company's business objective is to continue to increase net
sales and earnings through the design, manufacture and sale of
application specific electronic sensors to a diverse worldwide
customer base via multiple sales channels. To achieve its
objective, the Company has implemented a strategy to: (i) take
advantage of the increasing demand for sensors; (ii) continue to
focus on application specific products; (iii) broaden and
diversify its customer base; (iv) utilize multiple sales channels
for effective market coverage; (v) further enhance its vertically
integrated manufacturing capabilities; (vi) expand its technology
base; and (vii) provide timely delivery of high quality products.
The Company's manufacturing operations are vertically
integrated with facilities located in Carrollton, Texas and
Juarez, Mexico. In order to realize significantly reduced labor
costs, substantially all of the Company's products are assembled
in facilities operated by the Company in Juarez, Mexico. The
Company markets its products through its own technical sales
staff, independent sales representatives and independent stocking
distributors.
In the last three fiscal years, the Company has experienced
growth in sales and profitability. The Company's net sales have
increased from $55.6 million in fiscal 1994 to $67.4 million in
fiscal 1996. In addition, operating income has improved from $7.2
million in fiscal 1994 to $15.2 million in fiscal 1996. In the
first three months of fiscal 1997, net sales and operating income
increased 11.0% and 24.1%, respectively, compared to the first
three months of fiscal 1996. Having overcome financial and
operational difficulties in the early l990s and having
successfully repositioned the Company to focus on its core
competencies in designing and manufacturing high quality custom
sensor components and assemblies, Optek believes it has the
technological expertise, manufacturing capabilities and financial
resources to capture opportunities in the expanding worldwide
sensor market.
PAGE
<PAGE>
The Offering
Common Stock offered by the Selling Stockholder 950,000 shares
Common Stock to be outstanding after the Offering 4,072,187
shares(1)
Nasdaq National Market symbol...................OPTT
(1) Excludes, as of May 2, 1997, (i) 776,885 shares issuable
upon exercise of outstanding director and employee stock options,
of which options for 356,286 shares are immediately exercisable,
and (ii) 3,360,468 shares issuable upon exercise of warrants to
purchase Common Stock which are immediately exercisable.
<TABLE>
Summary Consolidated Financial Data
Fiscal Year Ended Three Months Ended
Oct.30, Oct.29, Oct.28, Oct.27, Oct.25, Jan.26,Jan.31
1992(1) 1993(1) 1994(1)(2)1995(2)1996(2)1996(2) 1997
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of
Operations Data:
Net sales $58,403 $55,878 $55,625 $62,542 $67,395 $15,040
$16,689
Operating
income(loss)(1,494)(5,272) 7,229 13,098 15,186 2,499 3,102
Earnings (loss) before
income taxes.(5,897)(10,059) 3,179 9,996 14,039 2,100 2,943
Net earnings
(loss) (5,897)(10,059) 3,179 9,838 12,895 2,045 1,912
Net earnings
(loss) per
common and
common equivalent
share. $(1.81) $(3.12) $0.47 $1.40 $1.69 $0.28 $0.25
Weighted average
number of
common and
common equivalent
shares(3). 3,250 3,224 7,108 7,027 7,627 7,421 7,529
Oct. 25, Jan. 31,
Balance Sheet Data: 1996 1997
Working capital $ 6,658 $ 6,106
Total assets 26,359 25,247
Long-term 3,428 271
Stockholders'
equity 14,067 16,271
</TABLE>
(1) Results for fiscal 1992, 1993 and 1994 include
non-recurring charges of $5.0 million, $8.3 million and $1.3
million, respectively, relating to (i) restructuring charges;
(ii) write-off of excess and obsolete inventory; (iii) losses
from a discontinued subsidiary; and (iv) amortization of deferred
development costs. See "Selected Consolidated Financial Data."
(2) Results for fiscal 1994, 1995 and 1996 include tax
benefits resulting from utilization of net operating loss
carryforwards during those years of $305,000, $3.9 million,, and
$3.2 million, respectively. All such carryforwards were fully
utilized during fiscal 1996.
(3) Includes the dilutive effect of outstanding director and
employee stock options and warrants to purchase Common Stock.
PAGE
<PAGE>
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements contained in this Prospectus or
incorporated herein by reference, such as those concerning the
Company's business strategy, the expected future demand for
sensor products, capital requirements and other statements
regarding matters that are not historical facts are forward
looking-statements (as such term is defined under the Securities
Act of 1933, as amended (the "Securities Act")). Because such
forward-looking statements include risks and uncertainties,
actual results may differ materially from those expressed in or
implied by such forward-looking statements. Factors that could
cause actual results to differ materially include, but are not
limited to, those discussed herein under "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and
Results of Operations," "Business" and the documents incorporated
by reference herein. The Company undertakes no obligation to
release publicly the results of any revisions to these
forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence
of unanticipated events.
RISK FACTORS
An investment in the shares of Common Stock offered by this
Prospectus involves certain risks. Prospective investors should
carefully consider the risk factors set forth below, as well as
the other information set forth in this Prospectus or
incorporated herein by reference, prior to making any investment
in the Common Stock.
Dependence on Automotive Industry
The automotive industry, which accounted for approximately
19% of the Company's net sales during fiscal 1996, represents the
fastest area of growth for the Company. The automotive industry
is cyclical due to general economic conditions, the level of
interest rates, consumer confidence, patterns of consumer
spending and the automobile replacement cycle, all of which are
beyond the control of the Company. In addition, the Company's
customers in the automotive industry are highly unionized and
have in the past experienced labor disruptions. Accordingly,
automotive production may not increase or may decline in the
future. A significant reduction or prolonged interruption in
automotive production could have a material adverse effect on the
Company.
Many products sold to the automotive industry are model,
engine or system specific and, therefore, have life cycles
generally ranging from three to fifteen years. Three to five year
product development cycles requiring substantial design and
qualification are customary in the sourcing decisions of
automotive OEMs. The inability of the Company to develop new
products to replace products whose life cycles come to an end or
the lack of success of any particular car model, engine or
system, the success of which is beyond the control of the
Company, could have a material adverse effect on the Company.
The Company's primary automotive customer has required
certain of its suppliers, including the Company, to meet QS9000
quality standards by the end of calendar year 1997. Although the
Company anticipates receiving certification with respect to these
standards by the required date, failure to do so could have a
material adverse effect on the Company.
There is continuing pressure from the major automotive OEMs
to reduce costs, including costs associated with outside
suppliers such as the Company. The Company believes that its
ability to remain competitive and maintain its gross margins at
current levels will depend on its ability to develop new
products, to work with its customers to reduce costs on existing
products and to continue controlling its own operating expenses.
PAGE
<PAGE>
Product Life Cycles
In addition to its automotive products, many products sold by
the Company are application specific and, therefore, have life
cycles generally ranging from three to fifteen years. Three to
five year product development cycles requiring substantial design
and qualification requirements are customary in the sourcing
decisions of OEMs. The inability of the Company to develop new
products to replace products whose life cycles come to an end
could have a material adverse effect on the Company.
Foreign Manufacturing Operations
In order to realize significantly reduced labor costs,
substantially all of the Company's components and assemblies,
which accounted for approximately 81% of the Company's net sales
in its fiscal 1996, are produced in facilities operated by the
Company in Juarez, Mexico. Mexico has enacted legislation to
promote the use of such manufacturing operations by foreign
companies and continuation of these operations depends upon:
compliance with applicable laws and regulations of the United
States and Mexico; the availability of less expensive labor; and
the continuation of favorable exchange rates. These operations
are authorized to operate as Maquiladoras by the Ministry of
Commerce and Industrial Development of Mexico. Maquiladora
status allows the Company to wholly own its Mexican subsidiaries
and to import items into Mexico duty free, provided that such
items, after processing, are re-exported from Mexico within six
months. Maquiladora status, which must be renewed every two
years, is subject to various restrictions and requirements,
including: compliance with the terms of the Maquiladora program;
proper utilization of imported materials; hiring and training of
Mexican personnel; compliance with tax, labor, exchange control
and notice provisions and regulations; and compliance with
locational constraints.
Although assembly operations in Mexico continue to be less
expensive than comparable operations in the United States, in
recent years many companies have established Maquiladora
operations in the Juarez area to take advantage of lower labor
costs. Increasing demand for labor, particularly skilled labor
and professionals, from new and existing Maquiladora operations
could result in increased labor costs. The Company may be
required to make additional investments in automating equipment
to partially offset increased labor costs.
The loss of Maquiladora status, the inability to recruit,
hire and retain qualified employees, a significant increase in
labor costs, unfavorable exchange rates or interruptions in the
trade relations between the United States and Mexico could have a
material adverse effect on the Company.
Customer Concentration
During fiscal 1996, the Company's ten largest customers
accounted for approximately 62% of net sales. Two customers,
General Motors Corporation and Pitney Bowes, Inc., each accounted
for approximately 11% of the Company's net sales for fiscal 1996.
Loss of, or the failure to replace, any significant portion of
sales to any significant customer could have a material adverse
effect on the Company.
There is continuing pressure from OEMs to reduce costs,
including costs associated with outside suppliers such as the
Company. The Company believes that its ability to remain
competitive and maintain its gross margins at current levels will
depend on its ability to develop new products, to work with its
customers to reduce costs on existing products and to continue
controlling its own operating expenses.
PAGE
<PAGE>
Restrictive Arrangements with First Source
Under the terms of the Company's credit facility with its
lender, First Source Financial, Inc. ("First Source"), the
Company will be required, if certain events occur, to pay First
Source additional interest of $2.4 million. The triggering
events are any consolidation or merger or sale, transfer or other
disposition of all or substantially all of the Company's
property, assets or business, other than a consolidation or
merger of the Company with a wholly-owned subsidiary of the
Company. The requirement to pay this amount upon the occurrence
of any of these events could make more expensive, and therefore
delay or prevent, an otherwise desirable acquisition of
the Company by a third party.
Under the terms of the Company's credit agreement and the
warrant to purchase Common Stock issued to First Source, the
Company is restricted from certain transactions without the
consent of First Source. These transactions include, but are not
limited to, the declaration of dividends, the issuance or
redemption of equity securities, disposition of more than 10% of
the Company's assets, entering into certain leasing arrangements,
certain transactions with its officers, directors and employees,
completion of a public offering of debt or equity securities
by the Company, and acquisitions and mergers, excluding
acquisitions for which disclosure of separate financial
statements would not be required under applicable federal
securities regulations. To the extent the Company is
prohibited from entering into these transactions, such
restrictions may have a material adverse effect on the
Company.
Registration Rights
After giving effect to the sale of Common Stock by the
Selling Stockholder, six beneficial owners hold rights to
register up to 3,455,935 shares of Common Stock under the
Securities Act. The largest single block of these shares
entitled to registration rights is subject to a warrant to
purchase Common Stock held by First Source. The warrant grants
to First Source the right to purchase 3,150,000 shares of Common
Stock at a current price of $0.50 per share. The exercise price
is subject to adjustment in the event the Company fails to meet
certain performance criteria and is also subject to adjustment
upon the occurrence of certain events in order to address
dilution. The warrant expires on October 31, 1998. Pursuant to
the terms of the warrant, First Source may require the Company to
file a registration statement under the Securities Act on two
occasions at the Company's expense and on two occasions at First
Source's expense with respect to shares of Common Stock which may
be acquired pursuant to the warrant. The Company is required to
use its best efforts to effect such registration, subject to
certain conditions and limitations. Further, whenever the
Company proposes to register under the Securities Act any of its
securities (other than securities to be issued solely to
employees or pursuant to a reorganization of the Company) either
for its own account or for the account of other security holders
exercising registration rights, the Company is required to notify
First Source of the proposed registration and to include, at the
Company's expense, all Common Stock which First Source may
request in such registration, subject to certain conditions and
limitations. The existence or exercise of these rights may have
an adverse effect on the market price for the Common Stock.
By virtue of contractual limitations placed upon these
registration rights, First Source and James D. Crownover, the
holder of 282,602 shares of Common Stock, have agreed not to sell
or otherwise dispose of their shares for a period of ninety (90)
days after the effective date of this Registration Statement.
Should this Registration Statement not be declared effective by
June 16, 1997, the foregoing lock-up provisions will not apply.
Competition
The Company competes with a range of companies for the custom
optoelectronic and magnetic sensor requirements of OEMs producing
office equipment, automotive products, industrial products,
specialized aerospace/defense and medical applications and
communications equipment. Certain of its competitors are
companies which are larger, more diversified and have greater
financial resources than the Company. The
<PAGE>
Company believes that its principal competitor for sales of
custom sensor components and assemblies is Honeywell, Inc.
Competition in the sensor markets served by the Company is
primarily based upon custom design capabilities, quality,
technology, responsiveness and timely delivery. While the Company
believes that its custom design capabilities, quality,
responsiveness, engineering and operating efficiencies are
competitive advantages, no assurance can be given that the
Company will be able to successfully compete with its
competitors.
Technological Change
There can be no assurance that the Company will be able, for
financial or other reasons, to anticipate and respond to
technological changes which may be necessary to satisfy customer
needs. While the Company is currently unaware of any technology
that would have an adverse effect on its business, there can be
no assurance that products or technologies developed by others
will not render the Company's products obsolete or
non-competitive.
Reliance on Key Personnel
Thomas R. Filesi joined the Company in April 1991 and has
been its President and a Director since that time. Mr. Filesi
has been primarily responsible for directing the corporate
strategy which has resulted in the improving financial condition
of the Company. Although the Company believes that it has a
highly qualified senior management team, the loss of Mr. Filesi's
services could have a material adverse effect on the Company.
The Company has entered into an employment agreement with Mr.
Filesi having a term of three years with evergreen provisions
extending the term for an additional year unless either party
gives notice of intent not to renew at least six months prior to
the end of each year of service.
Anti-Takeover Provisions of Delaware Law
The Company is subject to Section 203 of the Delaware General
Corporation Law which, subject to certain exceptions, prohibits a
publicly held Delaware corporation from engaging in a business
combination (which includes a merger, asset sale or other
transaction resulting in a financial benefit to the interested
stockholder) with an "interested stockholder" (defined generally
as any person who beneficially owns 15% or more of the
outstanding voting stock of the Company or any person affiliated
with such person) for a period of three years following the
date of the transaction in which the person became an interested
stockholder, unless (i) prior to such date the board of directors
of the corporation approved either the business combination or
the transaction which resulted in the stockholder becoming an
interested stockholder, or (ii) upon consummation of the
transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the
time the transaction commenced, excluding for purposes of
determining the number of shares outstanding those shares owned
(x) by persons who are directors and also officers and (y) by
employee stock plans in which the employee participants do not
have the right to determine confidentially whether shares held
subject to the plan will be tendered in a tender or exchange
offer, or (iii) on or subsequent to such date the business
combination is approved by the board of directors and authorized
at an annual or special meeting of stockholders, and not by
written consent, by the affirmative vote of at least 66 2/3% of
the outstanding voting stock which is not owned by the interested
stockholder.
PAGE
<PAGE>
PRICE RANGE OF COMMON STOCK
The Common Stock is traded on the Nasdaq Stock Market under
the trading symbol "OPTT." The following table sets forth the
quarterly high and low sale prices (to the nearest 1/8) of a
share of the Common Stock for each quarterly period subsequent to
relisting on the Nasdaq Stock Market on April 22, 1996, and the
high and low bid prices from October 31, 1994 through April 21,
1996 as reported by various market makers. Bid prices represent
quotations between dealers in securities without adjustment for
retail mark-ups, mark-downs or commissions, and may not
necessarily represent actual transactions.
1995 Fiscal Year High Low
First Quarter...... $1 5/8 $1 1/4
Second Quarter... 2 5/8 1 1/2
Third Quarter..... 5 2 1/2
Fourth Quarter... 7 3/4 5
1996 Fiscal Year
First Quarter...... 8 1/4 7
Second Quarter... 14 9
Third Quarter..... 15 3/4 9 5/8
Fourth Quarter... 11 1/4 9
1997 Fiscal Year
First Quarter...... 13 7/8 9
Second Quarter... 14 1/8 10 1/2
Third Quarter (through May 9, 1997)12 11
PAGE
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data presented below for
the Company at October 30, 1992; October 29, 1993; October 28,
1994; October 27, 1995 and October 25, 1996 and for the fiscal
years then ended are derived from the Company's consolidated
financial statements, which have been audited by KPMG Peat
Marwick LLP, independent certified public accountants, and which
are incorporated by reference herein. The selected consolidated
financial data presented below for the Company at January 26,
1996 and January 31, 1997 and for the three month fiscal periods
then ended are derived from the unaudited consolidated financial
statements of the Company which are incorporated by reference
into this Prospectus. The unaudited consolidated financial data
have been prepared on a consistent basis with the audited
financial statements and in the opinion of management include all
adjustments, consisting only of normal recurring adjustments,
which are necessary for a fair presentation of the financial
position and results of operations of the Company for the periods
covered thereby. Results for interim periods are not necessarily
indicative of those to be expected for the year. The selected
consolidated financial data set forth below should be read in
conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Company's
Consolidated Financial Statements and the related Notes thereto
incorporated by reference herein.
<TABLE>
Fiscal Year Ended Three Months Ended
Oct.30, Oct.29, Oct.28, Oct.27, Oct.25, Jan.26, Jan.31
1992 1993(1) 1994(2) 1995(2) 1996(2) 1996(2) 1997
(In thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations Data:
Net sales..$58,403 $55,878 $55,625 $62,542 $67,395 $15,040 $16,689
Cost of
sales(3). 43,151 46,499 38,269 38,513 39,010 9,275 10,099
Gross
profit 15,252 9,379 17,356 24,029 28,385 5,765 6,590
Product
development
and
engineering
expenses.. 4,089 3,968 3,591 3,841 4,933 1,143 1,327
Selling,
general and
administrative
expenses. 9,057 7,498 6,536 7,090 8,266 2,123 2,161
Provision for
restructuring
costs.......3,600 2,292 - - - - -
Reduction in
value of
deferred
costs........ - 893 - - - - -
Operating
income
(loss). (1,494) (5,272) 7,229 13,098 15,186 2,499 3,102
Other (income)
expense:
Interest
expense. 3,788 3,952 3,685 2,960 1,292 449 83
Other, net.... 615 835 365 142 (145) (50) 76
Total
other
expenses.4,403 4,787 4,050 3,102 1,147 399 159
Earnings
(loss)
before
income
taxes.....(5,897) (10,059) 3,179 9,996 14,039 2,100 2,943
Income tax
expense. - - - 158 1,144 55 1,031
Net
earnings
(loss)$(5,897)$(10,059) $3,179 $9,838 12,895 2,045 1,912
Net
earnings
(loss)
per
common
share .$ (1.81) $ (3.12) $0.47 $1.40 $1.69 $0.28 $0.25
Weighted
average
number of
common and
common
equivalent
shares
outstanding(4)3,250 3,224 7,108 7,027 7,627 7,421 7,529
As of
Oct.30, Oct.29, Oct.28, Oct.27, Oct.25, Jan.26, Jan.31
1992 1993 1994 1995 1996 1996 1997
Balance Sheet Data:
Working
capital
(deficit)$(25,081) $6,865 $4,830 $4,028 $6,658 $4,808 $6,106
Total
assets . 48,651 32,146 27,827 26,065 26,359 24,768 25,247
Total
current
liabilities50,789 7,920 8,159 9,175 8,455 7,465 8,307
Long-term
debt..... 111 36,472 28,692 15,996 3,428 14,321 271
Stockholders'
equity
(deficit)(5).(2,302)(12,340)(9,148) 810 14,067 2,898 16,271
</TABLE>
(1) Results for fiscal 1993 include losses from a discontinued
subsidiary ($1.5 million).
(2) Results for fiscal 1994, 1995 and 1996 include tax benefits
resulting from utilization of net operating loss carryforwards
during those years of $305,000, $3.8 million, and $3.2 million,
respectively. All such carryforwards were fully utilized during
fiscal 1996
(3) For fiscal 1992, 1993 and 1994, cost of sales includes $1.4
million, $3.6 million and $1.3 million, respectively, for
write-off of excess and obsolete inventory.
(4) Includes the dilutive effect of outstanding director and
employee stock options and warrants to purchase Common Stock.
(5) The Company declared no cash dividends during the periods
presented.
<PAGE> <PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
Optek is a leading designer and manufacturer of electronic
sensor components and assemblies that detect motion and position
for a broad range of applications. The Company utilizes
optoelectronic and magnetic field sensing technologies to target
non-standard applications that require specialized engineering
and manufacturing expertise. The Company sells its products for
end use by OEMs in the office equipment, automotive, industrial,
aerospace/defense, medical and communications markets. The
Company believes that in many cases it is the sole source
supplier for specific components and assemblies necessary for its
customers' applications. In fiscal 1996, major customers included
General Motors Corporation, Pitney Bowes, Inc., Xerox Corporation
and International Business Machines Corporation.
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. In July
1988, the Company acquired all of the assets of the
Optoelectronics Division of TRW, Inc. ("TRW"). This included its
primary plants located in Carrollton and Mineral Wells, Texas and
Juarez, Mexico, as well as additional facilities. In order to
finance this acquisition, the Company entered into a $37.0
million credit facility with First Source.
Between fiscal 1989 and fiscal 1991, the Company experienced
an approximately 10% decline in revenues, due primarily to a
general downturn in the economy and a reduction in sales of its
power semiconductor product line due to the expiration of its
largest military contract. During the same period, the Company
suffered a significant decline in profitability resulting from i)
losses incurred by a subsidiary developing and selling local area
network systems, ii) failing to control selling, general and
administrative expenses and iii) interest expense primarily
related to the TRW acquisition. In addition, the Company incurred
development costs associated with its efforts to enter the
magnetic sensor business in the automotive market. As a result
of these events, the Company incurredsubstantial losses and was
not in compliance with certain covenants under its credit
facility.
In 1991, the Company hired Thomas R. Filesi, the Company's
President and Chief Executive Officer, to develop and implement a
recovery plan for the Company. The recovery plan was implemented
over several years and included the following: (i) significant
work force reductions, (ii) consolidation of facilities, (iii)
discontinuance of the power semiconductor product line and sale
of the local area network business, (iv) changes in senior
management and (v) reorganization of manufacturing operations.
A major goal of the reorganization of the Company's
manufacturing operations was to better align production with
customer demand through reduction of manufacturing cycle time.
This required a reengineering of manufacturing processes and
resulted in significant reductions in direct labor, manufacturing
overhead, scrap and inventory. The result was a substantial
increase in gross margins, from 20.2% in fiscal 1990 to 31.2% in
fiscal 1994. In addition, the Company realized increased cash
flow, lower debt and interest expense and a return to
profitability.
Further supporting the Company's recovery was the successful
entrance into the automotive market. From fiscal 1994 through
fiscal 1996, the Company experienced an approximately 10%
compounded annual growth rate in net sales. During the same
period, net sales of automotive products grew at an approximately
29% compounded annual growth rate. The automotive share of the
business grew from less than 2% of net sales in fiscal 1991 to
approximately 19% in fiscal 1996 and represented approximately
21% of net sales during the first three months of fiscal 1997.
PAGE
<PAGE>
The following table sets forth the Company s net sales by
product group for the last three fiscal years:
Fiscal Year Ended
Oct. 28, Oct. 27, Oct. 25.,
1994 1995 1996
(in millions)
Office equipment $21.4 $24.8 $24.7
Automotive 8.2 9.5 12.9
Industrial 15.1 16.0 17.7
Aerospace/defense 5.2 6.4 5.9
Medical 4.4 4.1 4.0
Communications 1.3 1.7 2.2
Total $55.6 $62.5 $67.4
The Company views automotive products as its prime source of
growth over the next several years due to the proliferation of
sensors in automobiles resulting from the expanded use of
microprocessors. The Company expects sales of office equipment,
industrial and medical products to experience growth related to
growth in the economy in general. Sales in the communications
market consist primarily of fiber optic transmitters and
receivers and offer opportunities for additional growth. Sales to
the aerospace/defense market are expected to remain relatively
flat or decline slightly, but opportunities for growth in certain
applications may arise as high volume producers of
aerospace/defense components exit this relatively low volume
market.
Gross margins have continued to increase from 31.2% in fiscal
1994 to 42.1% in fiscal 1996. In addition to developing new
products and increasing sales levels, the Company's ability to
maintain margins at current levels will depend on its ability to
work with its customers to reduce costs on existing products and
to continue to control its own operating expenses.
The combined effect of higher sales volumes and improved
gross margins enabled the Company to generate sufficient cash
flows to pay down its long term debt from a high of $39.0
million at the end of fiscal 1992 to $3.4 million at the end of
fiscal 1996. As a result, interest expense was reduced from $4.0
million at the end of fiscal 1993 to $1.3 million at the end of
fiscal 1996. The remaining debt was repaid during the second
quarter of fiscal 1997.
Results for fiscal 1994, 1995 and 1996 include tax benefits
resulting from utilization of net operating loss carryforwards
for book and tax purposes during those years of $305,000, $3.8
million, and $3.2 million, respectively. All such carryforwards
were fully utilized during fiscal 1996.
PAGE
<PAGE>
Results of Operations
The following table sets forth for the periods indicated the
percentage relationship to net sales of certain items in the
Company's statements of net earnings and the percentage changes
of such items as compared to the indicated prior period:
<TABLE>
Percentage of Net Sales
Increase (Decrease) From Prior Period
Three
Fiscal Year Ended
Three Months Ended(1) Fiscal Years Months(1)
1994 1995 1996
Oct.28, Oct.27, Oct.25, Jan.26, Jan.31, v. v. v.
1994 1995 1996 1996 1997 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0% 100.0% 12.4% 7.8 11.0%
Cost of
sales ....68.8 61.6 57.9 61.7 60.5 0.6 1.3 8.9
Product
development
and engineering
expenses ..6.5 6.1 7.3 7.6 8.0 7.0 28.4 16.1
Selling
expenses...7.1 6.8 7.5 8.6 7.8 7.5 19.8 (0.2)
General and
administrative
expenses .4.6 4.5 4.7 5.5 5.2 10.0 11.7 4.8
Operating
income 13.0 20.9 22.5 16.6 18.6 81.2 15.9 24.1
Interest
expense ...6.6 4.7 1.9 3.0 0.5 (19.7)(56.4)(81.5)
Earnings
before
income
taxes .....5.7 16.0 20.8 14.0 17.6 214.4 40.4 40.1
Income
taxes ..... - 0.3 1.7 0.4 6.2 100.0 624.1 1774.5
Net
earnings .5.7 15.7 19.1 13.6 11.5 209.5 31.1 (6.5)
</TABLE>
(1) Based on unaudited data.
Three Months Ended January 31, 1997 Compared to Three Months
Ended January 26, 1996
Net sales for the first three months of fiscal 1997 were
$16.7 million, up 11.0% from net sales of $15.0 million for the
same period of fiscal 1996. Commercial (office equipment,
industrial, medical and communications) sales of $11.7 million
were up $800,000, or approximately 7%; automotive product sales
of $3.5 million were up $600,000, or approximately 21%; and high
reliability (aerospace and defense) sales of $1.4 million were up
$200,000, or approximately 19%. The period-to-period increase
was the result of a general increase in overall product sales for
both commercial and high reliability products and an increase in
sale of automotive magnetic sensor components related to an
automotive theft-deterrent system.
Cost of sales was $10.1 million, or 60.5% of net sales, in
the first three months of fiscal 1997 versus $9.3 million, or
61.7% of net sales, during the comparable period of fiscal 1996.
This resulted in gross margins of 39.5% for the first three
months of fiscal 1997 versus 38.3% during the comparable period
in fiscal 1996. This improvement was primarily the result of
increased production volumes without a corresponding increase in
fixed costs.
Product development and engineering expenses in the first
three months of fiscal 1997 were $1.3 million, or 8.0% of net
sales, versus $1.1 million, or 7.6% of net sales, in the first
three months of fiscal 1996. The increase was primarily the
result of increased spending to support new product development
programs.
<PAGE>
Selling, general and administrative expenses in the first
three months of fiscal 1997 were $2.2 million or 13.0% of net
sales. This compares to $2.1 million, or 14.1% of net sales,
during the same period of fiscal 1996.
Operating income for the first three months of fiscal 1997
was $3.1 million, or 18.6% of net sales, compared to $2.5
million, or 16.6% of net sales, in the first three months of
1996. The improvement was primarily the result of the
aforementioned increase in sales volume and resulting improvement
in gross margin.
Other expenses, consisting primarily of interest expense,
were $200,000 in the first three months of fiscal 1997 compared
to $400,000 in the first three months of fiscal 1996. This
decrease in expenses was the result of the continued reduction in
long term debt.
Income tax expense during the first three months of fiscal
1997 was $1.0 million versus $100,000 during the same period of
fiscal 1996. Tax expense increased because the Company fully
utilized remaining net operating loss carryforwards during fiscal
1996. The Company expects to be on a fully taxed basis during
fiscal 1997.
As a result of the factors discussed above, net earnings for
the first three months of fiscal 1997 were $1.9 million versus
$2.0 million in the first three months of fiscal 1996.
Fiscal Year Ended October 25, 1996 Compared to Fiscal Years
Ended October 27, 1995 and October 28, 1994
Net sales for fiscal 1996 were $67.4 million versus $62.5
million in fiscal 1995 and $55.6 million in fiscal 1994. The
increase from fiscal 1995 to fiscal 1996 was attributable to
increases in commercial net sales of $1.9 million and automotive
net sales of $3.4 million offset by a decrease in net sales of
high reliability optoelectronic products of $400,000. The
increase from fiscal 1994 to fiscal 1995 was a result of
increases in commercial net sales of $4.5 million, automotive net
sales of $1.2 million and high reliability optoelectronics
product net sales of $1.2 million.
Cost of sales in fiscal 1996 was 57.9% of net sales versus
61.6% in fiscal 1995 and 69% in fiscal 1994. The improvements in
fiscal 1996 and 1995 were the result of higher production volumes
resulting in lower unabsorbed fixed costs, continued efforts to
reduce manufacturing cycle times, favorable exchange rates as
well as cost reduction and yield improvement programs. In
addition, fiscal 1995 showed an improvement of $1.2 million,
or approximately 2% of net sales, resulting from the absence of
additional provisions for excess and obsolete inventories versus
fiscal 1994.
Product development and engineering expenses in fiscal 1996
were $4.9 million, or 7.3% of net sales compared to $3.8 million,
or 6.1% of net sales in fiscal 1995 and $3.6 million or 6.5% in
fiscal 1994. These expenses were primarily related to the
development of new products and processes. The increase in fiscal
1996 relates to additional development costs for fiber optic
connectors, used in telecommunications, and magnetoresistive
technologies, used primarily in automotive applications. In
addition, certain expenses were incurred to refurbish
the engineering and product development labs. The improvement in
the percentage to net sales in fiscal 1995 as compared to fiscal
1994 was due to net sales increasing at a greater rate than
expenses.
Selling, general and administrative expenses in fiscal 1996
were $8.3 million, or 12.3% of net sales, versus 11.3% in fiscal
1995 and 11.8% in fiscal 1994. The increase in expenses in fiscal
1996 over fiscal 1995 was primarily attributable to an increase
in sales commissions and expenses related to refurbishment of the
sales and customer service areas.
<PAGE>
Operating income was $15.2 million in fiscal 1996, $13.1
million in fiscal 1995 and $7.2 million in fiscal 1994. The
improvements in fiscal 1996 and fiscal 1995 were the result of
the aforementioned increase in sales volume and improvements in
cost of sales as discussed above.
Other expenses consist primarily of interest expense which
decreased in fiscal 1996 and fiscal 1995 due to the continued
reduction of long-term debt.
Income tax expense was $1.1 million, or 1.7% of net sales, in
fiscal 1996 versus $200,000, or 0.3%, in fiscal 1995. This is
the result of the Company fully utilizing its net operating loss
carryforwards during fiscal 1996.
As a result of the factors discussed above, net earnings for
fiscal 1996 were $12.9 million versus $9.8 million in fiscal 1995
and $3.2 million in fiscal 1994.
Liquidity and Capital Resources
The Company generated approximately $14 million in cash from
operations in fiscal 1996. The largest single use of cash
continued to be the reduction of the Company s outstanding debt,
approximately $13 million in fiscal 1996. The remainder of
approximately $1 million of cash was used for capital
expenditures. Operating cash flows were approximately $14 million
in fiscal 1995 and approximately $8 million in fiscal 1994. The
year-to-year improvements were a direct result of the factors
discussed above under the "Results of Operations."
In fiscal 1997 the Company anticipates a need for additional
capital spending of approximately $3.0 million in the aggregate
to support anticipated increases in demand for the Company's
automotive products during fiscal 1998 and 1999. The Company
also anticipates higher expenditures for federal income taxes in
fiscal 1997 due to the Company s full utilization of its net
operating loss carryforwards during fiscal 1996.
In fiscal 1997, the Company completely repaid amounts
outstanding under its credit facility with First Source. The
credit facility continues to provide a $10.5 million working
capital line. Amounts drawn on the working capital line bear
interest at one-half percentage point over the reference rate
announced from time to time by the First National Bank of
Chicago, Chicago, Illinois and mature on October 31, 1997 and are
renewable for an additional one year period at the option of the
Company. The credit facility contains certain affirmative and
negative covenants which require the Company, among other things,
to maintain minimum net worth, as defined, and to satisfy certain
financial ratios. The covenants also restrict investments,
capital expenditures and additional debt and prohibit payment of
dividends. The Company was in compliance with all debt covenants
during fiscal 1996.
The Company presently anticipates that it will generate
sufficient cash from operations to meet its obligations,
including its capital requirements, for the foreseeable future.
Any unanticipated expansion or contraction of its business or
future acquisitions may require the Company to draw upon its
working capital line or obtain other financing.
<PAGE>
<PAGE>
Seasonality
Because the Company's first fiscal quarter includes the holiday
season, which impacts customer order entry and also includes an
annual facilities shutdown, this quarter has traditionally been
the Company's lowest in terms of net sales and operating income.
The following table presents unaudited quarterly net sales and
operating income for each of the Company's last nine fiscal
quarters:
<TABLE>
Fiscal Year Ended
1995 1996 1997
First Second Third Fourth First Second Third FourthFirst
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
Quarter
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net
sales $13,250 $15,584 $16,497 $17,211 $15,040 $18,051 $16,834
$17,470 $16,689
Operating
income.1,781 3,102 4,247 3,968 2,499 4,204 4,275
4,208 3,102
</TABLE>
New Accounting Standards
The Financial Accounting Standards Board recently issued two
standards which will be applicable to the Company in fiscal year
1997. No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of" is not
expected to have a significant impact on the Company. No. 123,
"Accounting for Stock-Based Compensation," gives companies the
option to adopt the fair value method for expense recognition of
employee stock options or to continue to account for stock
options and stock based awards using the intrinsic value
method as outlined under Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" ("APB 25") and to
make pro forma disclosures of net income and net income per share
as if the fair value method had been applied. The Company
expects to continue to apply APB 25 for future stock options and
stock based awards.
In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128 ("SFAS
128"), Earnings per Share, which establishes new standards for
computing and presenting earnings per share. SFAS 128 is
effective for financial statements issued for periods ending
after December 15, 1997 and requires restatement of all
prior-period earnings per share data. Early application of SFAS
128 is not permitted. The Company's adoption of the provisions
of SFAS 128 will result in the dual presentation of basic and
diluted earnings per share on the Company's income statement.
Diluted earnings per share as calculated under SFAS 128 is not
expected to materially differ from primary earnings per share
amounts previously presented.
<PAGE> <PAGE>
BUSINESS
General
Optek is a leading designer and manufacturer of electronic
sensor components and assemblies that detect motion and position
for a broad range of applications. The Company utilizes
optoelectronic and magnetic field sensing technologies to target
non-standard applications that require specialized engineering
and manufacturing expertise. The Company sells its products for
end use by OEMs in the office equipment, automotive, industrial,
medical, aerospace/defense and communications markets. The
Company believes that in many cases it is the sole source
supplier for specific components and assemblies necessary for its
customers' applications. In fiscal 1996, major customers included
General Motors Corporation, Pitney Bowes, Inc., Xerox Corporation
and InternationalBusiness Machines Corporation.
The worldwide sensor market is expected to experience solid
future growth increasing from $9.1 billion in 1995 to
approximately $11.8 billion in 1998. The sensor market is
comprised of four major product types: position and proximity;
pressure; flow; and temperature. The Company competes primarily
in the position and motion portion of the position and proximity
sensor market, which includes both standard and custom products.
The Company estimates that the global market for its sensor
components and assemblies is approximately $840 million. As the
number of electronic devices incorporated into automobiles and
other industrial and commercial equipment continues to increase,
the market for sensors is projected to continue to expand. Many
advanced electronic systems require electronic inputs from
sensors which measure and feed back information on performance
to microprocessors. New sensor applications are driven by
government regulations and customer demand. The automotive,
industrial and communications markets are expected to continue to
grow as manufacturers look for ways to improve performance,
efficiency and the accuracy of system control and monitoring
functions.
Business Strategy
The Company's business objective is to continue to increase net
sales and earnings through the design, manufacture and sale of
application specific electronic sensors to a diverse worldwide
customer base via multiple sales channels. To achieve its
objective, the Company has implemented a strategy with the
following key elements:
Take Advantage of Increasing Demand for Sensors. The increase
in demand for sensors is expected to continue as electronics are
used to automate, enhance and control more functions in a large
and diverse group of products. Microprocessors are increasingly
being incorporated in a wide variety of products. Sensors, which
provide input to the microprocessor, can be added to increase a
product's functionality and/or performance. As a result of
the Company's engineering and manufacturing expertise, the
Company believes it is well positioned to take advantage of the
anticipated increased demand for sensors.
Focus on Application and Customer Specific Products. Companies
that compete on the basis of the functionality and performance of
their products often require sensors that are unique and specific
to their product. In addition, a customer's application may
necessitate electrical, optical, and mechanical packaging
characteristics which are specific to the application and to the
customer. The Company has structured its operations to
effectively and efficiently handle the design and manufacture of
customer specific products in relatively low to moderate annual
unit volumes. Approximately 70% of the Company's net sales are
custom sensor components and assemblies. The Company strives to
enhance and leverage its application expertise to help maintain
its position as a leading and innovative manufacturer of custom
electronic sensor components and assemblies and, therefore, limit
competition based solely on price.
<PAGE>
Broaden and Diversify Customer Base. The Company has in the
past and will continue to focus on broadening and diversifying
its customer base. The Company currently produces sensor
products for a wide number of applications over a diverse range
of products. The Company categorizes its markets as office
equipment, automotive, industrial, aerospace/defense, medical and
communications. Within each market the Company has multiple
customers and often provides a customer with multiple sensor
products for various product lines.
Utilize Multiple Sales Channels for Effective Market Coverage.
The Company sells its products via a combination of eight direct
technical sales personnel, 21 independent manufacturers'
representatives and 44 electronics parts distributors, both
domestically and internationally. The multiple sales channels
enable more efficient and wider coverage of available markets.
The Company's technical sales personnel, together with the
Company's engineering staff, seek to develop long-term
relationships with customers by working closely with them
throughout all phases of new product development and subsequent
production. In addition, independent manufacturers'
representatives provide additional market coverage for the
Company. The Company selects representatives on their ability to
effectively interface with customer engineers. Distributors are
typically utilized where customers are outsourcing their
electronic parts purchasing and inventory functions. The Company
believes that the combination of its own technical sales people
together with independent sales representatives and distributors
allows the Company to market its products on a cost-effective
basis.
Enhance Manufacturing Capabilities as a Competitive Strength.
The Company utilizes its vertically integrated manufacturing
structure as a strategic strength to develop new products and to
more effectively compete. The Company's vertically integrated
operations allow it to design, manufacture and test its products.
Integrated manufacturing capabilities enable the Company to
rapidly respond to customer requests for development of new
products and design changes to existing products without the
vulnerability to lead times often incurred when using
outside sources. Rapid response in product development is a key
requirement among its customers. The Company's manufacturing
capabilities allow the Company to produce sensor and LED
semiconductor chips, tools and plastic molds, plastic assemblies,
discrete, assembly, hybrid and high reliability components,
printed circuit boards and wire and cable assemblies.
Expand Technology Base. The Company endeavors to add to its
technology base as a means to increase the number and variety of
customers and applications to which its sensors can be applied.
The Company has successfully added magnetic field sensor
technologies including Hall effect and more recently
magneto-resistivity. The Company has also extended its
optoelectronic technologies by developing fiber optic
communications products. The Company has utilized internal and
external development and may in the future acquire or license new
or enhanced technologies.
Provide Timely Delivery of High Quality Products. The Company
utilizes consistent high product quality as a means to retain
customer business and limit price competition. As customers have
moved to "just in time" inventory management, products are often
shipped directly to the production line without incoming
inspection. The Company utilizes advanced machinery and
production techniques, incorporates raw materials conforming to
stringent quality standards and individually tests each of its
products in an effort to manufacture products of consistently
high quality and reliability.
<PAGE>
<PAGE>
MANAGEMENT
Directors and Executive Officers
The Directors and executive officers of the Company are as
follows:
Name Age Position
Grant A. Dove 68 Director and Chairman of the Board
Thomas R. Filesi 62 Director, President and Chief
Executive Officer
Michael E. Cahr 57 Director
William H. Daughtrey 57 Director
Rodes Ennis 61 Director
Wayne Stevenson 61 Director
William J. Collinsworth 46 Vice President, Finance and
Chief Financial Officer
Richard G. Dahlberg 44 Vice President, Engineering
Thomas S. Garrett 50 Vice President, Operations
Robert J. Kosobucki 45 Vice President, Worldwide Sales
and Marketing
Mr. Dove was elected a Director of the Company in July 1989 and
Chairman of the Board in March 1993. He is currently a managing
partner of Technology Strategies & Alliance, a strategic planning
and investment banking firm. He spent 28 years with Texas
Instruments, retiring in 1987 as Executive Vice President. He
then served as Chairman and Chief Executive Officer of
Microelectronics and Computer Technology Corporation, a research
and development consortium, retiring in 1992. He currently
serves on the boards of the Cooper Cameron Corporation, a public
company engaged in oilfield services; U.S. WEST, Inc., a public
company engaged in telecommunications; Control Data Systems,
Inc., a public company engaged in computer systems integration;
Intervoice, Inc., a public company engaged in telecommunications
equipment and software sales; and Fore Front Group, Inc., a
public company engaged in personal computer and internet
software.
Mr. Filesi became President and a Director of the Company in
April 1991. Before joining the Company, he was with Motorola,
Inc. Semiconductor Products Sector for 21 years, completing his
tenure there as Director of Manufacturing, RF Products.
Mr. Cahr was elected a Director of the Company in August 1988.
He is President and Chief Executive Officer of Allscrips
Pharmaceuticals, Inc., a private company engaged in the sale of
prepackaged pharmaceuticals, having served in that capacity since
January 1995. Until late 1994 he was Manager of Venture Capital
at Allstate Insurance Company in Northbrook, Illinois, having
been with Allstate Insurance Company since 1987.
<PAGE>
Mr. Daughtrey was elected a Director of the Company in March
1992. Mr. Daughtrey is currently President of Princeton
Associates, Inc., a management consulting firm. Prior to
founding Princeton Associates, Inc. in January 1991, he was Group
Managing Partner for Virginia/Maryland Management Consulting
Services at Coopers & Lybrand, Richmond, Virginia from December
1984. On September 1, 1995, JGB Industries, Inc., a company for
which Mr. Daughtrey had formerly served as interim President and
Chief Executive Officer from November 1993 to August 1995, filed
for protection under Chapter 11 of the Bankruptcy Code.
Mr. Ennis was elected a Director of the Company in February
1987. Mr. Ennis acts as a general management consultant and
formerly served as President of the Journeys and Hardy Divisions
of Genesco, Inc., a footwear retailer, from March 1990 to
December 1992.
Mr. Stevenson was elected a Director of the Company in
September 1992. Mr. Stevenson is the Chairman and Chief
Executive Officer of CSI Control Systems International, Inc.
located in Carrollton, Texas, a firm engaged in the manufacture
and installation of environmental controls for the commercial
market, a position he has held since 1986.
Mr. Collinsworth joined the Company as Vice President, Finance,
and Chief Financial Officer in October 1996. From 1991 until
joining the Company, he was an independent financial consultant
specializing in start-up and troubled companies. In that role,
he worked with several private companies and also served as
interim Chief Operating Officer and Chief Financial Officer for
Intellicall, Inc., a provider of telecommunications services and
equipment, from April 1992 to September 1993 and Chief Financial
Officer for Value Added Communications, Inc. (VAC), a provider of
telecommunications services and equipment, from June 1994 to
October 1994. In November 1995, VAC filed for protection under
Chapter 11 of the Bankruptcy Code.
Mr. Dahlberg was elected Vice President, Engineering in March
1994. Mr. Dahlberg has been employed by the Company since 1983
and has served in various engineering capacities. He is a
Registered Professional Engineer in the State of Texas.
Mr. Garrett joined the Company in October 1991 as Vice
President, Operations. In April 1988 he founded Garrett
Consulting Group and was President of that firm until December
1990, at which time it merged with Northwest Technology Group,
Inc. These companies provided comprehensive consulting services
to the micro-electronics and other high technology related
industries.
Mr. Kosobucki joined the Company as Vice President, Worldwide
Sales and Marketing in July 1995. Prior to his employment by the
Company and from 1991 he served in various strategic marketing
and sales capacities for Summagraphics Corp., a manufacturer of
computer-based printers and plotters, most recently as Director
of Strategic Sales and Product Marketing. He is a Registered
Professional Engineer in the State of New York.
<PAGE>
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth information regarding the Common
Stock owned at May 9, 1997 and as adjusted to reflect the sales
of the shares offered by this Prospectus by (i) each stockholder
known to the Company to own beneficially more than 5% of the
Common Stock, (ii) each of the Company's executive officers and
Directors, (iii) all officers and Directors as a group, and (iv)
the Selling Stockholder. To the Company's knowledge, the persons
named in the table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned
by them, subject to community property laws, where applicable,
and the information contained in the footnotes to the table.
<TABLE>
Shares Shares
Beneficially Number Beneficially
Owned Before of Shares Owned After
Offering (1) Being
Offering(1)
Name Number Percent Offered Number Percent
<S> <C> <C> <C> <C> <C>
First Source
Financial,
Inc.(2) 3,150,000 43.7% - 3,150,000 43.7%
2850 W. Golf Rd.,
5th Floor
Rolling Meadows,
IL 60008
Allstate
Insurance
Company 1,028,230 25.3 950,000 78,230 1.9
Allstate
Plaza North
E-5
Northbrook,
IL 60062
James D.
Crownover 282,602 7.0 - 282,602 7.0
P.O. Box 7812
Horseshoe Bay,
TX 78657
Thomas R.
Filesi(3) 358,833 8.7 - 358,833 8.7
1180 Emerald
Sound Blvd.
Oak Point,
TX 75068
Grant A.
Dove(4) 206,601 4.9 - 206,601 4.9
15301 Dallas
Parkway
Suite 840
Dallas,
TX 75248
Michael E.
Cahr(5) 43,000 1.1 - 43,000 1.1
William H.
Daughtrey, Jr
(6) 4,500 * - 4,500 *
Rodes
Ennis(7) 43,600 1.1 - 43,600 1.1
Wayne
Stevenson(8) 15,750 * - 15,750 *
William J.
Collinsworth 450 * - 450 *
Richard G.
Dahlberg(9) 37,755 * - 37,755 *
<PAGE>
Thomas S.
Garrett(10) 92,332 2.3 - 92,332 2.3
Robert J.
Kosobucki(11) 17,998 * - 17,998 *
All executive
officers and
Directors as a
group
(10 persons)
(12) 820,819 18.6 - 820,819 18.6
* Less than 1%.
</TABLE>
(1) Includes shares of Common Stock not outstanding which are
subject to rights to acquire shares exercisable or to become
exercisable within 60 days of May 9, 1997.
(2) Consists of 3,150,000 shares which may be acquired at any
time prior to October 31, 1998 upon exercise of a warrant at an
exercise price of $0.50 per share. The exercise price is subject
to adjustment in the event the Company fails to meet certain
cumulative performance criteria. The exercise price and numberof
shares are also subject to adjustment upon the occurrence of
certain events in order to address dilution.
(3) Includes 36,000 shares which are presently exercisable
pursuant to Incentive Stock Options at a price of $2.31 per
share. Also includes 8,500 shares which are presently
exercisable at a price of $2.125 per share, 10,000 shares which
are presently exercisable at a price of $6.05 per share and 3,333
shares which are presently exercisable at a price of $11.969 per
share pursuant to options issued under the Company's Long-Term
Stock Investment Plan.
(4) Includes 10,000 shares which are presently exercisable at
a price of $1.53 per share pursuant to warrants issued to the
Company s non-employee Directors and 3,500 shares which are
presently exercisable at a price of $2.11 per share and 3,500
shares which are presently exercisable at a price of $1.04 per
share pursuant to options awarded under the Company s Directors
Formula Award Plan. Also includes 8,759 shares which are
presently exercisable at a price of $1.11 per share, 38,462
shares which are presently exercisable at a price of $0.65 per
share and 131,580 shares which are presently exercisable at a
price of $0.19 per share, all issuable pursuant to warrants
issued for services performed by Mr. Dove as Chairman of the
Board during the fiscal quarters ended April 30, 1993, July 31,
1993 and October 29, 1993.
(5) Includes 10,000 shares which are presently exercisable at
a price of $1.53 per share pursuant to warrants issued to the
Company s non-employee Directors and 3,500 shares which are
presently exercisable at a price of $2.11 per share, 3,500 shares
which are presently exercisable at a price of $1.04 per share,
3,500 shares which are presently exercisable at a price of $0.44
per share, 3,500 shares which are presently exercisable at a
price of $1.83 per share, and 3,500 shares which are presently
exercisable at a price of $11.97 per share pursuant to options
awarded under the Company s Directors Formula Award Plan. Also
includes 5,500 shares owned of record by Mr. Cahr s wife of which
Mr. Cahr may be deemed the beneficial owner.
(6) Includes 3,500 shares which are presently exercisable at
a price of $11.97 per share pursuant to options awarded under the
Company s Directors Formula Award Plan.
(7) Includes 10,000 shares which are presently exercisable at
a price of $1.53 per share pursuant to warrants issued to the
Company s non-employee Directors and 3,500 shares which are
presently exercisable at a price of $2.11 per share, 3,500 shares
which are presently exercisable at a price of $1.04 per share,
3,500 shares which are presently exercisable at a price of $0.44
per share, 3,500 shares which are presently exercisable at a
price of $1.83 per share and 3,500 shares which are presently
exercisable at a price of $11.97 per share pursuant to options
awarded under the Company s Directors Formula Award Plan.
<PAGE>
(8) Includes 1,750 shares which are presently exercisable at
a price of $2.18 per share pursuant to the Company s Long-Term
Stock Investment Plan and 3,500 shares which are presently
exercisable at a price of $1.04 per share, 3,500 shares which are
presently exercisable at a price of $0.44 per share, 3,500 shares
which are presently exercisable at a price of $1.83 per share and
3,500 shares which are presently exercisable at a price of $11.97
per share pursuant to options awarded under the Company s
Directors Formula Award Plan.
(9) Includes 6,666 shares which are presently exercisable at
a price of $6.05 per share, and 2,666 shares which are presently
exercisable at a price of $11.97 per share pursuant to options
issued under the Company s Long-Term Stock Investment Plan.
(10) Includes 6,666 shares which are presently exercisable at
a price of $6.05 per share and 2,666 shares which are presently
exercisable at a price of $11.97 per share pursuant to options
issued under the Company s Long Term Stock Investment Plan.
(11) Includes 3,333 shares which are presently exercisable at
a price of $3.10 per share, 6,666 shares which are presently
exercisable at a price of $6.05 per share and 2,666 shares which
are presently exercisable at a price of $11.97 per share pursuant
to options issued under the Company s Long Term Stock Investment
Plan.
(12) Includes 89,162 shares which may be acquired upon
exercise of employee stock options presently exercisable 91,250
shares which are presently exercisable pursuant to warrants and
options issued to the Company s non-employee Directors, and
178,801 shares which are presently exercisable pursuant to
warrants issued for services rendered.
UNDERWRITING
ABN AMRO Chicago Corporation (the "Underwriter") has agreed
subject to the terms and conditions specified in the Underwriting
Agreement among the Company, the Underwriter and the Selling
Stockholder (the "Underwriting Agreement") to purchase from the
Selling Stockholder 950,000 shares of Common Stock.
The Underwriting Agreement provides that the obligations of the
Underwriter thereunder are subject to approval of certain legal
matters by its counsel and to various other conditions. The
Underwriter is committed to purchase all of the shares of Common
Stock offered hereby, if any are purchased.
The Company and Selling Stockholder have been advised by the
Underwriter that the Underwriter proposes to offer the shares of
Common Stock directly to the public at the public offering price
set forth on the cover page of this Prospectus, and to certain
dealers at such price less a concession of not in excess of $
per share and that the Underwriter and such dealers may reallow
to other dealers, including the Underwriter, a discount not in
excess of $ per share. After completion of the Offering,
the public offering price and other selling terms may be changed
by the Underwriter.
The Selling Stockholder has granted to the Underwriter an
option for 30 days to purchase up to an additional 78,230 shares
of Common Stock at the public offering price per share less the
underwriting discount set forth on the cover page of this
Prospectus solely to cover over-allotments, if any.
<PAGE>
The Company and the Selling Stockholder have agreed to
indemnify the Underwriter and its controlling persons against
certain liabilities under the Securities Act or to contribute to
payments the Underwriter or such persons may be required to make
in respect thereof.
The Underwriter has informed the Company that it does not
intend to confirm sales of Common Stock to any accounts over
which it exercises discretionary authority.
The Company, its directors and executive officers and the
Selling Stockholder have agreed for a period of 90 days after the
date of this Prospectus not to register for sale, sell, offer,
contract to sell, grant an option for sale or otherwise dispose
of or transfer any shares of Common Stock or any securities
convertible into or exchangeable or exercisable for Common Stock
without the prior written consent of the Underwriter (excluding
certain issuances of Common Stock by the Company in connection
with employee benefit plans). By virtue of contractual
limitations placed upon their registration rights, First Source,
the holder of a warrant to purchase 3,150,000 shares of Common
Stock, and James D. Crownover have agreed not to sell or
otherwise dispose of their shares for a period of ninety
(90) days after the effective date of the Registration Statement.
Should this Registration Statement not be declared
effective by June 16, 1997, the lock-up provisions affecting
First Source and Mr. Crownover will not apply.
In connection with this Offering, the Underwriter may engage in
transactions that stabilize, maintain or otherwise affect the
market price of the Common Stock. Such transactions may include
stabilization transactions pursuant to which the Underwriter may
bid for or purchase Common Stock for the purpose of stabilizing
its market price. The Underwriter also may create a short
position for the account of the Underwriter by selling more
Common Stock in connection with the Offering than it is committed
to purchase from the Selling Stockholder, and in such case the
Underwriter may purchase Common Stock in the open market
following completion of the Offering to cover all or a portion of
such short position. The Underwriter may also cover all or a
portion of such short position by exercising the Underwriter's
over-allotment option referred to above. In addition, the
Underwriter may impose "penalty bids" under contractual
arrangements whereby it may reclaim from a dealer participating
in the Offering for the Underwriter's account, the selling
concession with respect to Common Stock that is distributed in
the Offering but subsequently purchased for the account of the
Underwriter in the open market. Any of the transactions
described in this paragraph may result in the maintenance of the
price of the Common Stock at a level above that which might
otherwise prevail in the open market. The imposition of a
penalty bid might also affect the price of the Common Stock to
the extent that it could discourage resales of the security.
Neither the Company nor the Underwriter makes any representation
or prediction as to the direction or magnitude of any effect that
the transactions described above may have on the price of the
Common Stock. In addition, neither the Company nor the
Underwriter makes any representation that the Underwriter will
engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby
will be passed upon for the Company and the Selling Stockholder
by Hewitt & Hewitt, P.C., Inc., Dallas, Texas. Mr. Hewitt, a
principal of Hewitt & Hewitt, beneficially owns 8,500 shares of
Common Stock and is the Secretary of the Company. Certain legal
matters will be passed upon for the Underwriter by McDermott,
Will & Emery, Chicago, Illinois.
EXPERTS
The consolidated financial statements and schedule of Optek
Technology, Inc. as of October 25, 1996 and October 27, 1995, and
for each of the years in the three-year period ended October 25,
1996, have been incorporated by reference herein and in the
Registration Statement in reliance upon the reports of KPMG Peat
Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The following documents have been filed with the Commission
(File No. 0-16304) pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") and are incorporated herein
by reference and made a part of this Prospectus:
1. The Company's Annual Report on Form 10-K for the year
ended October 25, 1996;
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended January 31, 1997; and
3. Description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of
the Company's Common Stock shall be deemed to be incorporated
herein by reference and made a part of this Prospectus from the
respective filing dates of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein 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 by
reference herein 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.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy
statements, and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy
statements, the registration statement related to this offering
and other information filed by the Company can be inspected,
without charge, and copies may be obtained at prescribed rates,
at the public reference facility maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the regional offices of the Commission located at Citicorp
Center, 500 West Madison Street, Room 1400, Chicago, Illinois
60661 and 7 World Trade Center, Suite 1300, New York, New York
10048.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with all amendments, schedules
and exhibits thereto, the "Registration Statement") under the
Securities Act with respect to the Common Stock offered hereby.
This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the Common
Stock offered hereby, reference is made to the Registration
Statement. Statements made in the Prospectus as to the contents
of any contract, agreement or other document are not necessarily
complete; with respect to each such contract, agreement or other
document filed as an exhibit to, or incorporated by reference in,
the Registration Statement, reference is made to the exhibit for
a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by reference
to the copy of the applicable documents filed with the
Commission. The Registration Statement and the exhibits thereto
may be inspected, without charge, at the offices of the
Commission or copies thereof may be obtained at prescribed rates
from the Public Reference Section of the Commission at the
address set forth above. The Registration Statement and other
information filed by the Company with the Commission are also
available at the web site maintained by the Commission on the
World Wide Web at http://www.sec.gov.
PAGE
<PAGE>
No dealer, salesperson or other person has been authorized to
give any information or to make any representation other than
those contained in or incorporated by reference in this
Prospectus, in connection with this offer and, if given or made,
such information or representations must not be relied upon as
having been authorized by the Company, the Selling Stockholder or
the Underwriter. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, the shares
by anyone in any jurisdiction in which such offer or solicitation
would be unlawful or to any person to whom it is unlawful.
Neither the delivery of this Prospectus 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 the date hereof.
TABLE OF CONTENTS
Page
Prospectus Summary ......... 3
Cautionary Statement Regarding
Forward-Looking Information 5
Risk Factors ....................5
Price Range of Common Stock 9
Selected Consolidated Financial
Data............................10
Management's Discussion and
Analysis of Financial Condition
and Results of Operations .. 11
Business.........................17
Management .................... 19
Principal and Selling
Stockholders................... 21
Underwriting .................. 23
Legal Matters .................. 24
Experts .........................24
Information Incorporated by
Reference...................... 25
Available Information ........ 25
<PAGE>
950,000 Shares
Optek Technology, Inc.
Common Stock
Prospectus
May , 1997
PAGE
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following are estimated expenses (other than the SEC
registration fee and the NASD filing fee) of the issuance and
distribution of the securities being registered, all of which
will be paid by the Company.
Securities and Exchange
Commission Registration Fee....... $ 3,623
NASD Filing Fee* ....................
Accounting Fees and Expenses*...
Legal Fees and Expenses*...........
Transfer Agent and Registrar Fees
and Expenses*.........................
Printing and Engraving Expenses*
Miscellaneous*.......................
TOTAL*.................... $
*To be supplied by amendment
The Company intends to pay all expenses of registration,
issuance and distribution, excluding underwriting discounts and
commissions, with respect to the shares being sold by the Selling
Stockholder.
Item 15. 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
or are a party or are threatened to be made a party 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 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 Delaware
General Corporation Law also provides for mandatory
indemnification of any director, officer, employee or agent
against expenses to the extent such person has been successful in
any proceeding covered by the statute. In addition, the Delaware
General Corporation Law provides the general authorization of
advancement of a director's or officer's litigation expenses in
lieu of requiring the authorization of such advancement by the
board of directors in specific cases. The statute also empowers
the Registrant 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 Registrant. The
Registrant maintains liability insurance for the benefit of its
officers and directors.
<PAGE>
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 VI
of the Registrant's Bylaws provides for the indemnification of
directors, officers, and certain other persons within the
limitations of Section 145. Section 7 of the Underwriting
Agreement, filed as Exhibit 1.2 hereto and incorporated herein by
reference, provides for indemnification of the directors,
controlling persons and officers of the Registrant against
certain liabilities relating to claims based upon the offering.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
*1.1 Underwriting Agreement.
5.1 Opinion and Consent of Hewitt & Hewitt, P.C.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Hewitt & Hewitt, P.C. Reference is made to
Item 5.1.
24.1 Power of Attorney. Reference is made to the Signature
Page.
* To be filed by amendment.
Item 17. Undertakings
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as
amended (the "Securities Act") 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.
Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities Act and is, therefore, unenforceable. In the event 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 Registrant 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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus 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.
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Carrollton, State of Texas, on the 13th day May, 1997.
OPTEK TECHNOLOGY, INC.
By: /s/ Thomas R. Filesi
Thomas R. Filesi, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Thomas R.
Filesi, William J. Collinsworth, and Christopher M. Hewitt, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities
(including his capacity as a director and/or officer of Optek
Technology, Inc.) to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to
sign a Registration Statement pursuant to Section 462(b) of the
Securities Act of 1933, 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 agents, and each of them, 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
attorneys-in-fact and agents or any of them, or their or his or
her 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 dates indicated.
Signature Title
Date
/s/ Thomas R. Filesi President, Chief May 13, 1997
Thomas R. Filesi Executive Officer,
and Director (Principal
Executive Officer)
/s/ William J. Collinsworth Vice President - May 13, 1997
William J. Collinsworth Finance (Principal
Financial and
Accounting Officer)
/s/ Rodes Ennis Director May 13, 1997
Rodes Ennis
<PAGE>
/s/ Grant Dove Director May 13, 1997
Grant Dove
/s/ William Daughtrey Director May 13, 1997
William Daughtrey
/s/ Michael Cahr Director May 13, 1997
Michael Cahr
/s/ Wayne Stevenson Director May 13, 1997
Wayne Stevenson
May 13, 1997
Optek Technology, Inc.
1215 West Crosby Road
Carrollton, Texas 75006
Re: Optek Technology, Inc.
Registration Statement on Form S-3
Gentlemen:
Optek Technology, Inc., a Delaware corporation (the
"Company"), has filed with the Securities and Exchange Commission
its Registration Statement on Form S-3 (the "Registration
Statement") relating to 1,028,230 shares of its Common Stock, par
value $0.01 per share (the "Common Stock"), to be sold to
underwriters for distribution to the public. All of such 1,028,230
shares are now issued and outstanding and are to be sold by certain
selling stockholders (the "Selling Stockholders"), as set forth in
the Registration Statement.
We have acted as counsel for the Company in connection with
the proposed public offering of said shares of Common Stock 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:
1. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware.
2. All of the presently issued and outstanding shares of
Common Stock, including 1,028,230 shares to be sold by the Selling
Stockholders, are validly issued and outstanding, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption
"Legal Matters" in the Prospectus included in the Registration
Statement.
Very Truly Yours,
HEWITT & HEWITT, P.C.
By:
Christopher M. Hewitt
President
CMH:ds
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Optek Technology, Inc.
We consent to the use of our reports incorporated herein by
reference and to the references to our firm under the headings
"Selected Consolidated Financial Data" and "Experts" in the
prospectus.
KPMG Peat Marwick LLP
Dallas, Texas
May 13, 1997
