As filed with the Securities and Exchange Commission on September
18, 1998
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
incorporation or organization) Identification No.)
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
Chairman 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
Hewitt & Hewitt, P.C.
2612 Thomas Avenue
Dallas, Texas 75204
(214) 969-0250
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes
effective.
PAGE
<PAGE>
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. X
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Amount to be Proposed Maxi- Proposed Maxi- Amount
Each Class Registered mum Offering mum Aggregate of
of Securi- Price Per Offering Price Regis-
ties to be Share(1) (1) tra-
Registered tion
Fee
Common 650,000 $18.6875 $12,146,875 $3,583.33
Stock
(par
value
$0.01)
</TABLE>
(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 September 17,
1998.
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>
PROSPECTUS
650,000 Shares
Optek Technology, Inc.
Common Stock
All of the shares of common stock of Optek Technology, Inc. (the
"Company"), par value $0.01 per share (the "Common Stock"),
offered hereby are being sold by FS Warrant, L.P. ("FS" or the
"Selling Stockholder"). See "Selling Stockholder." The Selling
Stockholder intends to offer shares for sale in the
over-the-counter market at prevailing prices on the date of sale.
The Selling Stockholder may also make private sales directly or
through a broker or brokers. The Company will not receive any
proceeds from the sale of shares by the Selling Stockholder.
The Company has agreed to pay the expenses of the offering
estimated to be $25,000.00.
The Common Stock is included for quotation in The Nasdaq Stock
Market's National Market (the "Nasdaq National Market") under the
symbol "OPTT." On September 17, 1998, the last reported sales
price of the Common Stock on the Nasdaq National Market was
$18.50 per share.
See "Risk Factors" on pages 5 to 12 for a discussion of certain
material factors that should be considered in connection with an
investment in 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.
The Selling Stockholder and any broker executing selling orders
on behalf of the Selling Stockholder may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), in which event commissions
received by such broker may be deemed to be underwriting
commissions under the Securities Act.
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus,
in connection with the offering described herein, and, if given
or made, such information or representations must not be relied
upon as having been authorized by the Company or the Selling
Stockholder. Neither the delivery of this Prospectus nor any
sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as
of any time subsequent to the date hereof.
The date of this Prospectus is September 18, 1998
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information and consolidated financial statements,
including the notes thereto, appearing elsewhere in this
Prospectus or incorporated by reference herein. Unless the
context indicates otherwise, references in this Prospectus to the
"Company" refer to Optek Technology, Inc. and its wholly-owned
subsidiaries.
The Company
The Company 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 assem-
blies necessary for its customers' applications. In fiscal 1997
major customers included C.P. Clare Corporation, General Motors
Corporation, Pitney Bowes, Inc., Strattec Security Corporation
and Xerox Corporation.
The Company's primary business has been focused on the design and
manufacture of optoelectronic semiconductor chips, discrete
components and assemblies for commercial (i.e., office equipment,
industrial, medical and communications) OEMs. The Company's
commercial products include a wide array of custom electronic
components and assemblies which are each designed to address
specific applications required by its diverse customer base.
Demand by commercial customers for the Company's sensors is
driven by sales of OEM products that incorporate the Company's
sensors and frequently have life cycles ranging from three to 15
years. Often, the Company is able to leverage its specialized
engineering expertise and close customer relationships to assist
in the design of its customers' next generation of products,
which significantly increases the Company's ability to secure
continuing sales from these customers as their product lines
evolve. As a result, commercial OEMs have represented a stable
and predictable sales base for the Company.
The Company has leveraged its expertise in commercial markets to
develop customized electronic sensors to address the growing
application requirements of the automotive market. The Company
believes that the automotive sector represents its primary
opportunity for growth as an increasing number of sensors are
being incorporated into automobiles to improve fuel efficiency
and emissions, increase passenger safety and provide additional
consumer options. The Company believes this trend will continue
as governmental regulation mandates improved passenger safety and
reduced emissions and consumers demand better safety and perfor-
mance and increased functionality. As a result of its strategic
pursuit of the automotive market, the Company's sales to the
automotive market have grown from 2% to 25% of net sales from
fiscal 1992 to fiscal 1997, respectively. Currently, a
substantial portion of the Company's automotive assemblies are
sold for use in a relatively small number of applications. The
Company presently sells electronic sensors for use in General
Motors' automobile ignition and theft deterrent systems. In
addition, the Company's engineering and manufacturing exper-
tise and customer relationships have resulted in the Company
being awarded other automotive programs.
The Company's business objective is to maintain and enhance its
position as a leading designer and manufacturer of custom
electronic sensors. To achieve its objective, the Company has
implemented a strategy to: (i) leverage its existing expertise in
application specific products; (ii) pursue additional
opportunities in the growing automotive sensor market; (iii)
leverage its vertically integrated manufacturing capabilities;
and (iv) utilize multiple sales channels for effective market
coverage.
PAGE
<PAGE>
The Company's manufacturing operations are vertically
integrated, with facilities located in Carrollton, Texas and
Juarez, Mexico. Over 80% of the Company's products are
assembled in facilities operated by the Company in Juarez,
Mexico. The Company markets its products worldwide through its
own technical sales staff, independent sales representatives and
independent stocking distributors.
The Company was founded and incorporated in the State of Texas
in 1979 and reincorporated in the State of Delaware in 1984. The
Company's principal executive offices are located at 1215 West
Crosby Road, Carrollton, Texas 75006, and its phone number at
that location is (972) 323-2200
Selling Stockholder
All of the shares of common stock offered hereby will be sold by
FS, which intends to offer shares for sale in the
over-the-counter market at prevailing prices on the date of sale.
The Selling Stockholder may also make private sales directly or
through a broker or brokers. The Company will not receive any
proceeds from the sale of shares by FS, but has agreed to pay the
expenses of the offering, estimated to be $25,000.00.
The Offering
Common Stock Offered by the
Selling Stockholder(1) ... 650,000 shares
Common Stock to be Outstanding
after the Offering(1)(2)........... 7,712,607 shares
Use of Proceeds.................... The Company will not
receive any proceeds
from the sale of the
Common Stock offered
hereby.
Nasdaq National Market Symbol ...... OPTT
(1) Does not include, as of August 25, 1998 (i) 710,081 shares
issuable upon exercise of outstanding director and employee stock
options, of which options for 321,312 shares are exercisable
immediately or within 60 days of August 25, 1998.
<PAGE>
RISK FACTORS
An investment in the shares of Common Stock offered by this
Prospectus involves a high degree of risk. 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 offered hereby.
This Prospectus, including the information incorporated by
reference herein, includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act. All of the
statements contained in this Prospectus, other than statements of
historical fact, should be considered forward-looking statements,
including, but not limited to, those concerning the Company's
strategies, objectives and plans for expansion of its opera-
tions, products and services and growth in demand for sensor
products. There can be no assurances that these expectations will
prove to have been correct. Important factors that could cause
actual results to differ materially from the Company's
expectations ("Cautionary Statements") are disclosed in this
Prospectus, included, without limitation, under "Risk Factors."
All subsequent written and oral forward-looking statements by or
attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by such Cautionary
Statements. Prospective investors are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date hereof and are not intended to give any
assurance as to future results. The Company undertakes no
obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of
unanticipated events.
Fluctuations in Operating Results. The Company's net sales and
operating results have varied on a quarterly and an annual basis
in the past and may vary significantly in the future. The
Company's first fiscal quarter, which ends in January, includes
the holiday season, which impacts customer order entry and also
includes an annual facilities shutdown, and has therefore
traditionally been the Company's lowest in terms of net
sales and operating income. Historically, the Company's net
sales have been lower in such quarter than in the immediately
preceding quarters. The Company's third fiscal quarter has in the
past been affected by the extended vacation season in Europe,
which reduces international sales during that period. The
Company's net sales and operating results could be materially and
adversely affected by many factors, some of which are partially
or wholly outside the control of the Company, including, among
others, failure to be selected to supply sensors for new products
and programs, quality control of products sold, the relatively
long sales and development cycle for the Company's products, the
Company's ability to introduce new products and technologies on a
timely basis, market acceptance of the Company's and its
customers' products, the timing, deferral or cancellation of cus-
tomer orders and related shipments, competitive pressures on
selling prices, availability of raw materials, fluctuations in
yields, changes in product mix, changes in the lead time required
to ship products after receipt of an order, introduction of
products and technologies by the Company's competitors and
customers, personnel changes and difficulties in attracting and
retaining qualified technical personnel and economic conditions
generally and in the automotive and commercial markets.
A significant portion of the Company's product sales are made
pursuant to standard purchase orders that, in some cases, are
cancelable without significant penalties. In addition, purchase
orders are subject to changes in quantities of products and
delivery schedules to reflect changes in customers' requirements
and manufacturing availability. The Company's actual shipments
depend in part on the Company's manufacturing capacity and the
availability of raw materials from the Company's suppliers. The
Company's expense levels are based, in part, on its expectations
as to future net sales and to some extent are fixed in the short
term. Accordingly, the Company may be unable to adjust spending
in a timely manner to compensate for any unexpected shortfall in
revenues, and any significant shortfall of demand in relation to
the Company's expectations or any material delay or deferral of
customer orders would have a material adverse effect on the
Company's business, operating results and financial condition.
<PAGE>
The Company has commenced expenditures to increase manufacturing
capacity and engineering resources in anticipation of additional
potential net sales. In the event that such additional net sales
do not materialize when and as anticipated, such expenditures
could adversely affect the Company's gross margins and operating
margins.
As a result of the foregoing and other factors, it is likely
that in some future periods the Company's operating results will
fail to meet the expectations of public market analysts or
investors. In such event, or in the event that adverse
conditions prevail or are perceived to prevail generally or with
respect to the Company's business, the trading price of the
Company's Common Stock could drop significantly.
Dependence on Automotive Industry. The automotive industry,
which accounted for approximately 25% of the Company's net sales
during fiscal 1997, has in recent years represented the fastest
area of growth for the Company. Thus, the maintenance of or
improvement in the Company's operating results for future peri-
ods will depend in part on its success in the automotive sensor
market and on the increasing of use of sensors in automobiles to
improve fuel efficiency, safety and consumer options. Currently,
a substantial portion of the Company's automotive assemblies are
sold for use in a relatively small number of applications. The
Company's growth rate has been more significantly impacted by the
additional of new programs than growth in existing programs.
Therefore, the Company's year-to-year growth rate depends largely
upon the number, size and timing of new programs added, if any.
No assurance can be given that additional applications will be
developed or that the Company will be successful in participating
in them. In addition, the selection of the Company as a
supplier for a program does not necessarily entail any
contractual commitment on the part of the customer to purchase
products from 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's business,
operating results and financial condition.
Dependence on Customer Specific Products; Lengthy Sales and
Development Cycle. A substantial portion of the Company's
products are designed to address the specific needs of individual
customers. As a result, the sales and development cycle for these
products can be lengthy, with the development cycle alone
ranging from four to 36 months or longer for new products in new
applications, and are particularly long for products targeted to
the automotive industry. Because customer specific products are
developed for particular customers' applications, some of the
Company's current and future customer specific products may never
be produced in high volume, or at all, due to the Company's
inability to introduce custom products in a timely manner, delays
in the introduction of the Company's customers' products, the
failure of the Company's customers' products to achieve and
sustain commercial success or the discontinuation of a customer's
product line. Any of these occurrences could have a material
adverse effect on the Company's business, operating re-
sults and financial condition.
Product Life Cycles; Dependence on Selection as Provider for
New Products. The Company's ability to generate net sales in the
future is primarily dependent on its being selected by OEMs as a
provider of sensor components and/or assemblies for their new
products. OEMs typically select and qualify sensor provid-
ers for new product models during the initial design and testing
phases of their product development cycles, which typically range
from four to over 36 months in length. Once a new product model
is implemented, its life cycle typically ranges from three to 15
years. The Company believes that it would be difficult for it to
begin providing components and assemblies for use in a particular
end product if the Company had not been selected and qualified as
<PAGE>
a provider during the development of such product. Therefore, a
failure to be selected as a provider during the early stages of a
product's life cycle could preclude the Company from ever
providing assemblies and components for such product model
throughout its life cycle. In addition, such failure to be
selected could reduce the Company's ability to be selected as a
provider for future product models if, for example, such failure
adversely affects the working relationship between the Company
and the manufacturer of such product model. There can be no
assurance that the Company will be selected as a provider of
sensor assemblies and components for new product models
introduced by current customers or other OEMs. Unless the
Company is selected as a supplier of sensor components and
assemblies for new models as existing models are phased out,
the Company's business, operating results and financial condition
could materially and adversely affected.
Customer Concentration. Historically, a relatively small
number of customers has accounted for a significant percentage of
the Company's total net sales, and the Company expects that this
trend will continue. During fiscal 1997, the Company's ten
largest customers accounted for approximately 63% of net sales.
Three customers, Strattec Security Corporation, General Motors
Corporation and Pitney Bowes, Inc., made purchases which
accounted for 13%, 13% and 10%, respectively, of the Company's
net sales for fiscal 1997. In each of fiscal 1994, 1995 and
1996, the Company has had two customers that each accounted for
at least 10% of total net sales. The Company's ability to
achieve sales in the future will depend upon its ability to
obtain orders from, maintain relationships with and provide
support to a relatively small number of existing and new key cus-
tomers. As a result, any cancellation, reduction, rescheduling
or delay in orders by or shipments to any significant customer or
the discontinuation or redesign by any such customer of its
products which currently incorporate one or more of the Company's
products could have a material adverse effect on the Company's
business, operating results and financial condition.
Pricing Pressure. There is continuing pressure from OEMs to
reduce costs associated with outside suppliers such as the
Company. In some cases, the Company sells products under
agreements which contain provisions that require the Company to
reduce its per unit price over time. The Company's other
products, subject to periodic re-quotation, may also experience
declining average selling prices over their life cycles with
a similar potential impact on gross margins if the Company is
unable to reduce corresponding costs or introduce new products
with higher gross margins. If the Company is unable to make
corresponding product cost reductions, the resulting decline in
the average selling prices of the products sold could reduce the
Company's product gross margin.
Foreign Manufacturing Operations. Over 80% of the Company's
components and assemblies 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 has in the past and could in the
future 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's business, operating
results and financial condition. The Company anticipates that
additional manufacturing capacity, primarily in Mexico, will be
required to support growth over the next several years.
Therefore, capital expenditures are planned to increase to a
total of approximately $10 to $15 million to be expended over the
next two to three fiscal years (including fiscal year 1998) to
support anticipated future growth in demand for the
Company's products. The timing and amount of such expenditures
is subject to adjustment based upon continued evaluation by
management.
<PAGE>
International Sales. In fiscal 1996 and 1997, international
sales constituted approximately 28% and 23%, respectively, of the
Company's net sales. The Company expects that revenues derived
from international sales will continue to represent a significant
portion of its net sales in the future. Because all of the
Company's revenues from international sales have to date been
denominated in United States dollars, the Company does not
currently face significant currency exchange rate risks.
However, international operations and demand for the Company's
and its customers' products are subject to a variety of risks,
including tariffs, import restrictions and other trade barriers,
changes in regulatory requirements, longer accounts receivable
payment cycles, adverse tax consequences, export license
requirements, foreign government regulation, political and
economic instability and changes in diplomatic and trade
relationships. In addition, currency fluctuations could reduce
demand for the Company's products or demand for its customers'
products by making them more expensive than competitors'
products. There can be no assurance that one or more of the
foregoing risks will not have a direct or indirect material
adverse effect on the Company's business, operating results and
financial condition. Moreover, the laws of certain foreign
countries in which the Company's products are or may in the
future be sold may not protect the Company's intellectual
property rights to the same extent as the laws of the United
States, thus increasing the possibility of infringement or
misappropriation of the Company's intellectual property.
Competition. The Company believes that competition in the
market for custom optoelectronic and magnetic sensors is intense
and is likely to increase. Competition in the sensor markets
served by the Company is primarily based upon custom design
capabilities, quality, technology, responsiveness, timely
delivery and price. The Company competes with numerous 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. The Company believes that its
principal competitor for sales of custom sensor components and
assemblies is Honeywell, Inc. In addition, because
certain OEMs, either directly or through affiliated entities,
have internal capabilities to design and manufacture
custom sensor components and assemblies, the Company must also
compete with the in-house capabilities of such OEMs. In some
cases, the Company's prospective customers may elect to purchase
low-cost standardized sensor components from commodity suppliers
and utilize their in-house design and manufacturing capabilities
to adapt such standard components to fulfill their sensor
requirements. Certain of the Company's current and
potential competitors may have substantially greater financial
resources, name recognition and/or more extensive engineering,
manufacturing, marketing and customer service and support
capabilities than the Company. Furthermore, the Company expects
its competitors to continually improve their design and
manufacturing capabilities and to introduce new products and
processes with enhanced performance characteristics and/or lower
prices. 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 compete
successfully in the future. This competitive environment
could result in significant price reductions or the loss of
orders from current and/or potential customers which, in each
case, could materially adversely affect the Company's business,
operating results and financial condition.
Sole or Limited Sources of Supply. The Company relies on
outside vendors to supply raw materials used in the manufacture
of its sensor components and assemblies. From time to time,
certain of these materials, including lead frames used in the
manufacture of discrete sensor components, are only attainable
from a sole or limited group of qualified suppliers. The
Company's reliance on outside vendors generally, and on a sole or
limited group of suppliers in particular, involves several risks,
including a potential inability to obtain an adequate supply of
required materials, reduced control over pricing and timely
delivery of materials, and limited ability to pass on price
increases to its customers. Because the procurement of certain
of these components may require long lead times, there can be no
assurance that delays or shortages caused by suppliers will not
occur.
<PAGE>
The Company's ability to fill customer orders may depend on the
availability of numerous different components from its suppliers
and, particularly in periods of high demand, the Company has
experienced difficulties in obtaining certain materials when
needed which, in some cases, has delayed deliveries to the
Company's customers. Furthermore, the Company's customers, in
particular in the automotive industry, may require the Com-
pany to secure certain materials from qualified manufacturers and
the process of qualifying an alternate supplier can take several
months. If the Company is unable to secure materials due to
supplier shortages or for any other reason, it could adversely
affect the Company's ability to retain customer orders or to
deliver products on a timely basis, which in turn could adversely
affect its relationships with customers. If significant customer
relationships were adversely affected in this manner or if
significant orders were cancelled or delayed, it could
have a material adverse effect on the Company's business,
operating results and financial condition.
Limited Intellectual Property Protection. The Company relies
on its technical engineering expertise as protected by trade
secret laws and nondisclosure agreements and, to a lesser extent,
on a combination of patent, maskwork rights, copyright, trademark
and other intellectual property protection methods to protect its
proprietary technology. Although the Company currently holds
four patents and has one pending patent application in the United
States, the Company believes that patents are of less
significance in its industry than such factors as customer
service, innovation, technical expertise and know-how of its
personnel. There can be no assurance that the Company's
competitors will not be able to legally ascertain the nonpatented
proprietary information embedded in the Company's sensor
components or other products, in which case the Company may be
unable to prevent use of such information. To the extent the
Company elects to assert its patent rights, there can be no
assurance that any claims of the Company's patents will
be sufficiently broad to protect the Company's technology. In
addition, there can be no assurance that any patents issued to
the Company will not be challenged, invalidated or circumvented,
that any rights granted thereunder will provide adequate
protection to the Company, or that the Company will have
sufficient resources to prosecute its rights. The Company has
received notification of patent issues concerning a process used
to manufacture a small portion of its products, but believes the
issues asserted are without merit. There can be no assurance
that infringement claims by third parties or claims for
indemnification resulting from infringement claims will not be
asserted in the future, or that such assertions, if proven to be
true, will not materially adversely affect the Company's
business, operating results and financial condition. If any such
claims are asserted against the Company, the Company may seek to
obtain a license under the third party's intellectual property
rights. There can be no assurance that a license will
be available on reasonable terms or at all. Alternatively, the
Company could resort to litigation to challenge such claims.
Such challenges could be extremely expensive and time consuming.
Adverse determinations in any litigation could subject the
Company to significant liabilities to third parties, require the
Company to seek licenses from third parties and prevent the
Company from manufacturing and selling its products. Any of
these developments could have a material adverse effect on the
Company's business, operating results and financial condition.
Limited Insurance Coverage; Environmental Regulation. The
operations of the Company in the United Stated and in Mexico
involve the use of industrial machine tools and exposure to
hazardous chemicals, with attendant risks of liability for
personal injury and property damage. There can be no assurance
that accidents will not occur or that the Company will not incur
substantial liability in connection with the operation of
its business. The Company maintains workers' compensation
insurance and general liability insurance, with policy limits of
$1 million and $2 million, respectively, per accident or
occurrence. The Company also maintains an umbrella policy with
limits of $15 million in the aggregate. Such insurance excludes
coverage for losses or liabilities relating to environmental
damage or pollution. The Company's business, operating results
and financial condition could be materially adversely affected by
a claim that was not covered or only partially covered by its
insurance. In addition, the Company is subject to a variety of
domestic and Mexican governmental regulations relating to the
use, storage, handling and disposal of toxic or other hazardous
substances used in connection with its manufacturing activities.
Any failure by the Company to control the use, storage, han-
dling or disposal or adequately restrict the discharge of
hazardous or toxic substances could subject the Company to
significant liabilities or could cause the Company's
manufacturing operations to be curtailed or suspended.
<PAGE>
Technological Change. While the Company is unaware of any
emerging 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. There can be no assurance that the
Company will be able to define new products successfully and
develop and bring to market new and enhanced products on a timely
and cost effective basis, develop or access new processes or
technologies or respond effectively to new technological changes
or new product announcements by others. A failure in any of
these areas could have a material adverse effect on the Company's
business, operating results and financial condition.
Reliance on Key Personnel; Need for Additional Technical
Personnel. The Company's future financial performance will depend
in significant part upon the continued contributions of its
executive officers and other key personnel, many of whom would be
difficult to replace. Competition for such personnel is intense,
and there can be no assurance that the Company will be successful
in attracting or retaining such personnel. To better retain
them, the Company has entered into employment agreements with its
senior management. The failure to retain such persons, or to
attract and retain replacements, could materially adversely
affect the Company's business, operating results and financial
condition.
The Company believes that a key requirement for competing
successfully in the optoelectronic and magnetic sensor business
is the ability to attract and retain creative and knowledgeable
design engineers and other technical personnel who are qualified
in these fields. The number of design engineers who have the
education, training, creativity and experience to design complex
sensor solutions is very limited, and the competition
for such personnel can be intense. Because of the active
involvement of the Company's design engineers in the sales
process, the Company's ability to pursue new customers and
new projects from existing customers is affected by its available
engineering resources. The Company's future success will be
heavily dependent upon its ability to attract and retain
qualified design, technical and management personnel. There can
be no assurance that the Company will be able to continue to
attract and retain these personnel, and the failure to do so
could have a material adverse effect on the Company's business,
operating results and financial condition.
Risks of Product Liability. The use of the Company's products
in various industrial, commercial or consumer applications may
subject the Company to product liability claims. The automotive
industry, in particular, has historically faced frequent product
liability and similar claims. Although the Company has not
experienced any product liability claims to date, the sale of
products by the Company may entail the risk of such
claims. Further, notwithstanding the possible existence of legal
defenses or contractual limitations of liability, industry
practices or the need to maintain good customer relationships may
lead the Company to make payments related to such product
liability claims. The Company does not currently maintain
significant levels of product liability insurance.
Notwithstanding the provisions in the agreements with its
customers, any product liability claim, which often involve
claims for substantial damages, brought against the Company could
have a material adverse effect upon the Company's business,
operating results and financial condition.
Risks of Product Recalls. The automotive industry is heavily
regulated by government agencies which establish various vehicle
safety standards that are often indirectly related to the
components and subcomponents in their vehicles. To the extent
that any vehicles or any parts therein are required to be or are
voluntarily recalled and the recall involves vehicles or parts
that are directly or indirectly related to any of the Company's
products, the Company may be required to repair or replace its
products, redesign or reproduce its products or halt production
or shipment of its products. Further, any recall of vehicles or
parts directly or indirectly related to any of the Company's
products may have the effect of damaging the Company's
reputation. Although no such recall has involved the Company or
its products in the past, there can be no assurance that such a
recall will not occur in the future or that if such a recall does
occur that the Company's business, operating results and finan-
cial condition will not be materially adversely affected.
<PAGE>
Year 2000 Compliance. The Year 2000 Issue is the result of
computer programs being written using two digits rather than four
to define the applicable year. Any of the Company's computer
programs that have date-sensitive software may recognize a date
using 00 as the year 1900 rather than the Year 2000. This
could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a
temporary inability to process transactions, send invoices, or
engage in similar normal business activities. To become Year
2000 compliant, the Company anticipates maintaining its hardware
platform, but replacing or upgrading most of the software. In
addition, all PCs, HVAC, test equipment and external providers
will be reviewed and acted on accordingly. It is anticipated
that the Company will be fully Year 2000 compliant by April
30, 1999. Although the Company is committed to a successful and
timely Year 2000 conversion and funds are dedicated and available
for this project, no assurance can be given that it will be fully
and timely implemented. Failure of the Company's equipment or
software to operate properly with regard to the Year 2000 and
thereafter could require the Company to incur unanticipated
expenses to remedy any problems, which could have a materi-
al adverse effect on the Company's business, operating results
and financial condition. Furthermore, the purchasing patterns of
customers or potential customers may be affected by Year 2000
issues as companies expend significant resources to correct their
current systems for year 2000 compliance. These expenditures may
result in reduced funds to purchase products and services such as
those offered by the Company, which could have a material adverse
effect on the Company's business, operating results and financial
condition.
Uncertain Need and Availability of Additional Funding.
Although the Company believes that its existing cash reserves,
credit facility and cash flows from operations will be adequate
to fund the Company's operations for at least the next 12 months,
there can be no assurance that such sources will be adequate or
that additional funds will not be required either during or after
such period. No assurance can be given that additional financing
will be available or that, if available, it will be available on
terms favorable to the Company or its stockholders. If
additional funds are raised through the issuance of equity
securities, the percentage ownership of then current stockholders
of the Company will be reduced and such equity securities may
have rights, preferences or privileges senior to those of the
holders of the Company's Common Stock. If adequate funds are
not available to satisfy either short or long-term capital
requirements, the Company may be required to limit its
operations significantly. The Company's capital requirements
will depend on many factors, including, but not limited to, the
rate at which the Company develops and introduces its products,
the market acceptance and competitive position of such products,
the levels of promotion and advertising required to market such
products and attain a competitive position in the marketplace,
and the response of competitors to the Company's products.
Possible Volatility in Price of Common Stock. The market price
of the Common Stock is likely to be volatile and may be
significantly affected by factors such as actual or anticipated
fluctuations in the Company's operating results, the introduction
of new products, new contracts or changes in pricing policies by
the Company or its competitors, developments with respect to
proprietary rights, changes in earnings estimates by ana-
lysts, conditions and trends in the industries to which it
markets its sensors as well as general market conditions
and other factors. In addition, the stock market has from time
to time experienced significant price and volume fluctuations
that have particularly affected the market prices for the
securities of technology companies. These broad market
fluctuations, as well as general economic, market and political
conditions, may adversely affect the market price of the
Company's Common Stock. In the past, following periods of
volatility in the market price of a company's common stock,
securities class action litigation has often occurred against
such companies. There can be no assurance that such litigation
will not occur in the future with respect to the Company. Such
litigation could result in substantial costs and a diversion of
management's attention and resources, which could have a material
adverse effect upon the Company's business, operating results and
financial condition. There can be no assurance that the trading
price of the Common Stock will not decline substantially below
the public offering price.
<PAGE>
Potential Future Acquisitions. In the future, the Company may
pursue acquisitions of product lines, technologies or businesses.
Future acquisitions by the Company may result in the use of
significant amounts of cash, potentially dilutive issuances of
equity securities, incurrence of debt and amortization expenses
related to goodwill and other intangible assets, each of which
could materially adversely affect the Company's business,
operating results and financial condition. In addition,
acquisitions involve numerous risks, including difficulties
in the assimilation of the operations, technologies and products
of the acquired company, the diversion of management's attention
from other business concerns, risks of entering markets in which
the Company has no or limited direct prior experience, and the
potential loss of key employees of the acquired company. There
are currently no negotiations, commitments or agreements with
respect to any acquisition. In the event that such an
acquisition does occur, however, there can be no assurance as to
the effect thereof on the Company's business, operating results
and financial condition.
Potential Issuance of Preferred Stock. The Board of Directors
has the authority to issue up to 1,000,000 shares of preferred
stock and to determine the price, rights, preferences, privileges
and restrictions, including voting rights, of those shares
without any further vote or action by the stockholders. The
rights of the holders of Common Stock will be subject to, and may
be adversely and materially affected by, the rights of the
holders of any preferred stock that may be issued in the future.
The issuance of preferred stock, while potentially providing
desirable flexibility in connection with possible acquisitions
and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire a majority of the
outstanding voting stock of the Company. The Company has no
current plans to issue shares of preferred stock.
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 stockhold-
er, 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>
SELLING STOCKHOLDER
The following table sets forth information regarding the Common
Stock owned at August 25, 1998 and as adjusted to reflect the
sale of the shares to be sold in this Offering by this Prospectus
by the Selling Stockholder. To the Company's knowledge, Selling
Stockholder has sole voting and investment power with respect
to all shares of Common Stock shown as beneficially owned by it,
subject to the information contained in the footnotes to the
table.
<TABLE>
Name and Shares Beneficially Shares to Shares Beneficially
Address Owned Before Offering be Owned After Offer-
(1) Offered ing (1)
Number Percent Number Percent
<S> <C> <C> <C> <C> <C>
FS Warrant,
L.P.(2) 650,000 8.4% 650,000 0 0.0%
c/o Dominion
Capital, Inc.
901 East Byrd
Street - 10th Floor
Richmond, Virginia
23219
</TABLE>
(1) Number of shares beneficially owned and the percentage of
shares beneficially owned are based on 7,712,607 shares
outstanding as of August 25, 1998. Beneficial ownership is
determined in accordance with the rules of the Securities and
Exchange Commission, and includes shares over which the listed
beneficial owner holds sole or shared voting or dispositive
power.
(2) The indicated shares may also be deemed to be
beneficially owned by Dominion Resources, Inc., the indirect
parent company of the Selling Stockholder, and by other
affiliated entities.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholder that it
intends to sell all or a portion of the shares offered hereby
from time to time in the over-the-counter market and that sales
will be made at prices prevailing at the times of such sales.
The Selling Stockholder may also make private sales directly or
through a broker or brokers. In connection with any sales, the
Selling Stockholder and any brokers participating in such
sales may be deemed to be underwriters within the meaning of the
Securities Act.
The Company has informed the Selling Stockholder that the
anti-manipulative rules contained in Regulation M promulgated
under the Securities Exchange Act of 1934 may apply to its sales
in the market and has furnished the Selling Stockholder with a
copy of these Rules and has informed it of the possible need for
delivery of copies of this Prospectus.
There can be no assurance that the Selling Stockholder will
sell any or all of the shares of Common Stock offered by it
hereunder.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has
been passed upon for the Company by Hewitt & Hewitt, P.C.,
Dallas, Texas.
<PAGE>
EXPERTS
The consolidated financial statements and schedule of Optek
Technology, Inc. as of October 31, 1997 and October 25, 1996, and
for each of the years in the three-year period ended October 31,
1997, have been incorporated by reference in this Prospectus and
in the Registration Statement of which this Prospectus forms a
part, in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, and upon the authority
of said firm as experts in accounting and auditing.
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 31, 1997;
2. The Company's Forms 10-K/A filed on January 30, 1998;
January 30, 1998; March 25, 1998 and April 29, 1998,
respectively;
3. The Company's Quarterly Reports on Form 10-Q for the
quarters ended January 30, 1998; May 1, 1998; and July 31, 1998;
and
4. 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.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
and in accordance therewith, files reports, proxy statements, and
other information with the Securities and Exchange Commission
(the "Commission").
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 of 1933, as amended (the "Securities Act") with
respect to the Common Stock offered hereby. This Prospectus,
omits certain of the information set forth in the Registration
Statement, and reference is hereby made to the Registration
Statement for further information with respect to the Company and
the Common Stock offered hereby. Any statements contained herein
concerning the provisions of any documents are not necessarily
complete, and in each such instance reference is made to the copy
of such document filed as an exhibit to the Registration
Statement. Each such statement is qualified in its entirety by
such reference.
Reports and other information filed by the Company with the
Commission and copies of the Registration Statement can be
inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, DC 20549, and should also be available for
inspection and copying at the following regional offices of the
Commission: 7 World Trade Center, Suite 1300, New York,
New York 10048; and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material also may be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates, and through the Commission's
Internet address at "http://www.sec.gov".
<PAGE>
No dealer, salesperson or other person has been
authorized to give any information or to make any
representation other than those contained in this Pro-
spectus in connection with this offer made by this
Prospectus, and, if given or made, such information
or representations must not be relied upon as having
been authorized by the Company or the Selling
Stockholder. This Prospectus does not constitute an
offer to sell, or the solicitation of any offer to buy,
any securities other than the shares of Common
Stock offered by this Prospectus, nor does it consti-
tute an offer to sell or a solicitation of any offer to
buy the Common Stock by anyone in any jurisdiction
in which such offer or solicitation is not qualified to
do so, or to any person to whom it is unlawful to
make such offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that
the information contained herein is correct as of any
time subsequent the date hereof.
TABLE OF CONTENTS
Page
Prospectus Summary .......... 2
Risk Factors .....................4
Selling Stockholder ............ 12
Plan of Distribution ........... 12
Legal Matters .................. 12
Experts ......................... 12
Information Incorporated by
Reference...................... 13
Available Information ........ 14
650,000 Shares
Optek Technology, Inc.
Common Stock
PROSPECTUS
September 18, 1998
<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....... $ 3,583
NASD Filing Fee...................... 0
Accounting Fees and Expenses.... 5,000
Legal Fees and Expenses........... 10,000
Transfer Agent and Registrar Fees
and Expenses......................... 0
Printing and Engraving Expenses 1,000
Miscellaneous........................ 5,417
-----
TOTAL.......................... $25,000
======
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.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
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.
Item 17. Undertakings
The undersigned Registrant hereby undertakes to file, during
any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Reg-
istration Statement; provided, however, that paragraphs (i) and
(ii) do not apply if the Registration Statement is on Form S-3 or
Form S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the
termination of the offering.
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.
<PAGE>
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>
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 18th day of August, 1998.
OPTEK TECHNOLOGY, INC.
By: /s/ Jerry L. Curtis
Jerry L. Curtis, 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 Filesi Chairman, Chief Executive Officer,
Thomas R. Filesi and Director (Principal Executiv Officer)
/s/ William J.
Collinsworth Vice President - Finance (Principal August
William J. 18,
Collinsworth Financial and Accounting Officer) 1998
/s/ Jerry L.
Curtis Director, President and Chief
Operating Officer
Jerry L. Curtis
/s/ Rodes Ennis Director
Rodes Ennis
/s/ Grant Dove Director
Grant Dove
/s/ William
Daughtrey Director
William Daughtrey
/s/ Michael Cahr Director
Michael Cahr
/s/ Wayne Stevenson Director
Wayne Stevenson
September 18, 1998
Optek Technology, Inc.
1215 West Crosby Road
Carrollton, Texas 75006
Re: Optek Technology, Inc.
Gentlemen:
Optek Technology, Inc., a Delaware corporation (the
"Company"), has filed with the Securities and Exchange Commission
its Registration Statement on Form S-3 (the "Registration
Statement") relating to 650,000 shares of its Common Stock, par
value $0.01 per share (the "Common Stock).
We have acted as counsel for the Company in connection with
the offering of the 650,000 shares and the registration under the
Securities Act of 1933, as amended, of such shares and are familiar
with the proceedings taken and proposed to be taken by them in connection
therewith. We are familiar with the corporate law of the State of Delaware
under which the Company is incorporated and exists, and we have examined
such documents and corporate proceedings, and have made such further
examinations and inquiries, as we deem necessary for the purposes of this
opinion.
Based upon the foregoing, we are of the opinion that the
650,000 shares are validly issued and outstanding, fully paid and
nonassessable.
We hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement.
Yours very truly,
HEWITT & HEWITT, P.C.
By: /s/ Christopher M. Hewitt
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 reference to our firm under the heading
"Experts" in the registration statement and prospectus.
/s/ KPMG Peat Marwick LLP
Dallas, Texas
September 18, 1998
