As filed with the Securities and Exchange Commission
on March 5, 1998
Registration No. 333-419
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
OPTEK TECHNOLOGY, INC.
(Exact name of issuer as specified in its charter)
Delaware 75-1962405
(State of incorporation)
(I.R.S. Employer
Identification No.)
1215 West Crosby Road
Carrollton, Texas 75006
(Address, including zip code, of principal executive offices)
Directors' Formula Award Plan
(Full title of the plan)
Thomas R. Filesi
President
1215 West Crosby Road
Carrollton, Texas 75006
(972) 323-2200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Christopher M. Hewitt
Hewitt & Hewitt, P.C.
2612 Thomas Avenue
Dallas, Texas 75204
Approximate date of commencement of proposed sales to public:
Sales of the securities registered hereunder will occur from time
to time after the effective date of this Registration Statement.
PAGE
<PAGE>
EXPLANATORY NOTE
The Prospectus filed as a part of this Registration
Statement has been prepared in accordance with the requirements
of Form S-3 pursuant to Instruction C to Form S-8 and may be used
for reoffers or resales of the Company's Common Stock to be
acquired by the persons named therein pursuant to the Directors'
Formula Award Plan.
PAGE
<PAGE>
PROSPECTUS
200,000 Shares
OPTEK TECHNOLOGY, INC.
Common Stock
This Prospectus relates to 200,000 shares of the Common
Stock, par value $0.01 per share (the "Common Stock"), of Optek
Technology, Inc. (the "Company"), which may be offered from time
to time by any or all of the Selling Stockholders named herein
(the "Selling Stockholders"). It is anticipated that the Selling
Stockholders will offer shares for sale at prevailing prices in
the Nasdaq National Market on the date of sale. The Company will
receive no part of the proceeds of sale made hereunder. All
expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and
other expenses incurred by an individual Selling Stockholder will
be borne by such Selling Stockholder.
The Common Stock of the Company is included for quotation in
the Nasdaq Stock Market's National Market (the "Nasdaq National
Market'). On February 27, 1998 the closing price for shares of
the Company's Common Stock, as reported by the NASDAQ National
Market was $22.875 per share.
The Selling Stockholders and any broker executing selling
orders on behalf of the Selling Stockholders may be deemed to be
an "underwriter" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), in which event
commissions received by such broker may be deemed to be
underwriting commissions under the Securities Act.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
No person is authorized to give any information or to make
any representations, other than those contained in this
Prospectus, in connection with the offering described herein,
and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or
any Selling Stockholders. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, nor shall
there be any sale of these securities by any person in any
jurisdiction in which it is unlawful for such person to make such
offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any
circumstances create an implication that the information
contained herein is correct as of any time subsequent
to the date hereof.
The date of this Prospectus is February 27, 1998.
<PAGE>
The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of
this Prospectus is delivered, upon written or oral request of any
such person, a copy of any and all of the information that has
been or may be incorporated by reference in this Prospectus,
other than exhibits to such documents. Requests for such copies
should be directed to Optek Technology, Inc., 1215 West Crosby
Road, Carrollton, Texas 75006. The Company's telephone number at
that location is (972) 323-2200.
The Company is subject to the informational reporting
requirements of the Securities Exchange Act of 1934 and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission. Such
reports, proxy statements and other information can be inspected
and copied at the public reference 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
"htpp://www.sec.gov".
The Company intends to furnish its stockholders with annual
reports containing additional financial statements and a report
thereon by independent certified public accountants.
TABLE OF CONTENTS
Page
The Company ............................... 3
Selling Stockholders ...................... 4
Indemnification of Directors and Officers.. 5
Information Incorporated by Reference ..... 6
PAGE
<PAGE>
THE COMPANY
Optek Technology, Inc. (the "Company") markets, designs and
manufactures sensor products based on either of two technologies:
optoelectronics or magnetic field sensing. These products react
to changes in infrared light or magnetic fields which indicate
physical events such as position, speed or rotation and convert
this information into an electrical signal which can then be
communicated to control devices such as microprocessors capable
of processing and responding to that signal. Because
optoelectronic and magnetic sensors operate without physical
contact, they are capable of more accurate and reliable
measurement and can be used with more sensitive and delicate
equipment than standard mechanical or electromechanical devices.
These characteristics, combined with increased speed, durability
and compactness, have stimulated the substitution of
optoelectronic and magnetic sensors for mechanical and
electromechanical processors.
The Company was incorporated in Texas in October 1979 as
"Crown Semiconductor, Inc." and reincorporated in Delaware in
August 1984, changing its name to "Optek Technology, Inc." Its
executive offices are located at 1215 West Crosby Road,
Carrollton, Texas 75006, a city immediately north of Dallas. The
Company's telephone number is (972) 323-2200.
PAGE
<PAGE>
SELLING STOCKHOLDERS
The following table shows the names and positions with the
Company during the past three years of the Selling Stockholders,
the number of shares of the Company's Common Stock beneficially
owned by each of them as of February 12, 1998 and the number of
shares offered by this Prospectus:
<TABLE>
Beneficial Beneficial
Position Ownership Shares Ownership
Selling With Prior to Being After
Shareholder the Company Offering Offered Offering(1)
<S> <C> <C> <C> <C>
Grant Dove Chairman of
the Board
and
Director 206,601 7,000 199,601
Michael Cahr Director 51,500 21,000 25,500
Rodes Ennis Director 47,100 21,000 26,100
William H.
Daughtrey Director 8,000 7,000 4,500
Wayne
Stevenson Director 19,250 17,500 1,750
Don Hodges Former
Director 8,500 3,500 5,000
(1) Assumes that all shares offered hereby are sold.
</TABLE>
As of February 12, 1998, the Company had approximately
4,466,025 shares of Common Stock outstanding.
The Company has been advised by the Selling Stockholders
that they intend to sell all or a portion of the shares offered
hereby from time to time that sales will be made at prices
prevailing at the times of such sales. The Selling Stockholders
may also make private sales directly or through a broker or
brokers. In connection with any sales, the Selling Stockholders
and any brokers participating in such sales may be deemed to be
underwriters within the meaning of the Securities Act.
The Company has informed the Selling Stockholders that the
anti-manipulative Rules contained in Regulation M promulgated
under the Securities Act of 1934 may apply to their sales in the
market and has furnished each Selling Stockholder with a copy of
these Rules and has informed them of the possible need for
delivery of copies of this Prospectus.
<PAGE>
In addition, the Company has informed the Selling Stockholders
that the Selling Stockholders, and any other persons acting in
concert with the Selling Stockholders for the purpose of selling
securities of the Company, may reoffer or resale pursuant to this
Prospectus during any three month period up to, but no more than,
the greater of: (i) one percent of the shares of Common Stock
outstanding as shown by the most recent report or statement
published by the Company; or (ii) the average weekly reported
volume of trading in the Common Stock reported through the NASDAQ
National Market during the four calendar weeks preceding the date
of sale.
There can be no assurance that any of the Selling
Stockholders will sell any or all of the shares of Common Stock
offered by them hereunder.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers
the Company to indemnify its current and former Directors,
officers and certain other persons against certain expenses
incurred by them in connection with any suit to which they were,
are or are threatened to be made parties by reason of their
serving in such positions, so long as they acted in good faith
and in a manner they reasonably believed to be in or not opposed
to the best interests of the Company and, with respect to any
criminal action, they had no reasonable cause to believe their
conduct was unlawful. With respect to suits by or in the right
of the Company, however, the power to indemnify does not extend
to judgments or settlement amounts and, unless the court
determines that indemnification is appropriate, indemnification
is not available for the benefit of such persons who are adjudged
to be liable to the Company. The statute also empowers the
Company to purchase and maintain insurance for such persons with
respect to liability arising out of or in connection with their
capacity or status with the Company.
The statute further specifically provides that the indem-
nification authorized thereby shall not be deemed exclusive of
any other rights to which any such officer or Director may be
entitled under any bylaws, agreements, vote of stockholders or
disinterested Directors or otherwise. Article IX of the
Company's Bylaws provides for the indemnification of Directors,
officers and certain other persons within the limitations of
Section 145.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to Directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable.
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
There are hereby incorporated by reference in this
Prospectus the following documents and information heretofore
filed with the Securities and Exchange Commission:
The Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1997 as filed with the Securities and Exchange
Commission on January 29, 1998.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the end of
the fiscal year covered by such Annual Report and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Prospectus and to be part
hereof from the date of filing such documents.
The description of the Common Stock contained in the
Company's Registration Statement filed under the Securities
Exchange Act of 1934 (the "Exchange Act") registering shares of
the Common Stock under Section 12 of the Exchange Act, including
any amendment or reports filed for the purpose of updating such
description.
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Optek Technology, Inc., a corporation organized
and existing under the laws of the State of Delaware, certifies
that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the under-
signed, thereunto duly authorized, in the City of Carrollton,
State of Texas, on this 3rd day of March, 1998.
OPTEK TECHNOLOGY, INC.
By /s/ Thomas R. Filesi
Thomas R. Filesi, President
PAGE
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Thomas R. Filesi Director and President }
Thomas R. Filesi (Chief Executive Officer) }
}
}
/s/ William J. Collinsworth Vice President, Finance }
William J. Collinsworth (Principal Financial }
and Accounting Officer) }
} March 3,
/s/ Grant A. Dove* Chairman of the Board } 1998
Grant A. Dove and Director }
}
/s/ Rodes Ennis* Director }
Rodes Ennis }
}
/s/ Michael E. Cahr* Director }
Michael E. Cahr }
}
/s/ William Daughtrey* Director }
William Daughtrey }
}
/s/ Wayne Stevenson* Director }
Wayne Stevenson }
* By: /s/ Thomas R. Filesi
Thomas R. Filesi
Attorney-in-Fact
