<SEC-DOCUMENT>0000909518-01-500296.txt : 20011008
<SEC-HEADER>0000909518-01-500296.hdr.sgml : 20011008
ACCESSION NUMBER:		0000909518-01-500296
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20010919
EFFECTIVENESS DATE:		20010919

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COPYTELE INC
		CENTRAL INDEX KEY:			0000715446
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
		IRS NUMBER:				112622630
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-69650
		FILM NUMBER:		1740572

	BUSINESS ADDRESS:	
		STREET 1:		900 WALT WHITMAN RD
		CITY:			HUNTINGTON STATION
		STATE:			NY
		ZIP:			11746
		BUSINESS PHONE:		5165495900

	MAIL ADDRESS:	
		STREET 1:		900 WALT WHITMNA ROAD
		CITY:			HUNTINGTON STATION
		STATE:			NY
		ZIP:			11746
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>a9-19s8.txt
<TEXT>
      As filed with the Securities and Exchange Commission on September 19, 2001
                                                      Registration No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   -----------

                                 COPYTELE, INC.

             (Exact Name of Registrant as Specified in its Charter)

             Delaware                                   11-2622630
(State or Other Jurisdiction of
 Incorporation or Organization)            (I.R.S. Employer Identification No.)

                              900 Walt Whitman Road
                            Melville, New York 11747
                                 (631) 549-5900
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)
                    COPYTELE, INC. 2000 SHARE INCENTIVE PLAN

                              (Full Title of Plan)
                                 Denis A. Krusos
                Chairman of the Board and Chief Executive Officer
                                 CopyTele, Inc.
                              900 Walt Whitman Road
                            Melville, New York 11747
                                 (631) 549-5900
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
===================================================================================================================================
    Title of Each Class of Securities to be          Amount to be        Proposed Maximum      Proposed Maximum       Amount of
                   Registered                       Registered(1)       Offering Price Per    Aggregate Offering  Registration Fee
                                                                             Share(2)              Price(2)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                          <C>                 <C>                <C>
Common Stock, par value $0.01 per share          5,000,000 shares (3)         $0.425              $2,125,000         $531.25
===================================================================================================================================
</TABLE>
(1)   Plus such indeterminate number of shares of Common Stock of the Registrant
      as may be issued to prevent dilution resulting from stock dividends, stock
      splits or similar transactions in accordance with Rule 416 under the
      Securities Act of 1933.
(2)   Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
      of 1933, based upon the average of the high and low sales prices of the
      Registrant's Common Stock on the Nasdaq National Market on September 10,
      2001.
(3)   Represents the registration of shares of Common Stock issuable under the
      CopyTele, Inc. 2000 Share Incentive Plan.

<PAGE>

                                EXPLANATORY NOTE

This Registration Statement registers 5,000,000 additional shares of common
stock of CopyTele, Inc. (the "Company"), par value $.01 per share (the "Common
Stock"), for issuance pursuant to the Company's 2000 Share Incentive Plan, as
amended. The contents of an earlier Registration Statement on Form S-8 in
respect of the Company's 2000 Share Incentive Plan, as filed with the Securities
and Exchange Commission on January 9, 2001, Registration No. 333-53416 are
hereby incorporated by reference.




<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant 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 undersigned, thereunto
duly authorized at Melville, State of New York, on this 19th day of September,
2001.

                                 CopyTele, Inc.


                                 By:  DENIS A. KRUSOS
                                      -----------------------------------------
                                      Denis A. Krusos
                                      Chairman of the Board and Chief Executive
                                      Officer


                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Denis A. Krusos and
Frank J. DiSanto acting individually, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, 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 agent 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
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
<TABLE>

Signature                                 Title                                                  Date
---------                                 -----                                                  ----
<S>                                       <C>                                                    <C>
DENIS A. KRUSOS                           Chairman of the Board, Chief Executive Officer and     September 19, 2001
-------------------------------------     Director (Principal Executive Officer)
Denis A. Krusos

FRANK J. DISANTO                          President and Director                                 September 19, 2001
-------------------------------------
Frank J. DiSanto

HENRY P. HERMS                            Vice President-Finance, Chief Financial Officer and    September 19, 2001
-------------------------------------     Director (Principal Financial and Accounting
Henry P. Herms                            Officer)

ANTHONY BOWERS                            Director                                               September 19, 2001
-------------------------------------
Anthony Bowers

GEORGE P. LAROUNIS                        Director                                               September 19, 2001
-------------------------------------
George P. Larounis

LEWIS H. TITTERTON                        Director                                               September 19, 2001
-------------------------------------
Lewis H. Titterton

</TABLE>

<PAGE>

                                  EXHIBIT INDEX


Exhibit No.                              Description
-----------                              -----------
   4(a)     -        Certificate of Incorporation of the Company, as amended,
                     filed as Exhibit 3.1 to the Company's Quarterly Report on
                     Form 10-Q for the quarter ended July 31, 1992 (incorporated
                     by reference).

   4(b)     -        By-Laws of the Company, as amended and restated, filed as
                     Exhibit 4(b) to the Company's Registration Statement on
                     Form S-8, Registration No. 33-49402 (incorporated by
                     reference).

   4(c)     -        CopyTele, Inc. 2000 Share Incentive Plan (the "Plan"),
                     filed as Annex A to the Company's Proxy Statement dated
                     June 12, 2000 (incorporated by reference).

   4(d)              Amendment No. 1 to the Plan, filed as Exhibit 10.1 to the
                     Company's Quarterly Report on Form 10-Q for the quarter
                     ended July 31, 2001 (incorporated by reference).

   5        -        Opinion and consent of Weil, Gotshal & Manges LLP (filed
                     herewith).

   23(a)    -        Consent of Arthur Andersen LLP (filed herewith).

   23(b)    -        Consent of Weil, Gotshal & Manges LLP (included in Exhibit
                     5).

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>a9-19ex5.txt
<TEXT>
                                                                       Exhibit 5

                           WEIL, GOTSHAL & MANGES LLP
                         A LIMITED LIABILITY PARTNERSHIP
                       INCLUDING PROFESSIONAL CORPORATIONS
                                767 FIFTH AVENUE
                               NEW YORK, NY 10153
                                  212-310-8000
                               (FAX) 212-310-8007



                               September 19, 2001



CopyTele, Inc.
900 Walt Whitman Road
Melville, New York  11747

Ladies and Gentlemen:

                  We have acted as counsel to CopyTele, Inc. (the "Corporation")
in connection with the preparation of the Registration Statement on Form S-8
(the "Registration Statement") filed by the Corporation with the Securities and
Exchange Commission on the date hereof with respect to 5,000,000 shares of
Common Stock, par value $.01 per share (the "Common Stock"), of the Corporation
being registered in connection with the CopyTele, Inc. 2000 Share Incentive Plan
(the "Plan").

                  In so acting, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Registration Statement, the
Plan and such corporate records, agreements, documents and other instruments and
such certificates or comparable documents of public officials and of officers
and representatives of the Corporation, and have made such inquiries of such
officers and representatives, as we have deemed relevant and necessary as a
basis for the opinions hereinafter set forth.

                  In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to this opinion that have not been independently established,
we have relied upon certificates or comparable documents of officers and
representatives of the Corporation.

                  Based upon the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the 5,000,000 shares of Common Stock
being registered pursuant to the Registration Statement have been duly
authorized and, when issued and delivered upon receipt by the Corporation of

<PAGE>

consideration constituting lawful consideration under Delaware law in accordance
with the Plan, will be validly issued, fully paid and non-assessable.

                  We hereby consent to the filing of a copy of this opinion with
the Securities and Exchange Commission as an exhibit to the Registration
Statement and to any and all references to our firm in the Prospectus which is a
part of the Registration Statement.

                                Very truly yours,


                                /s/ WEIL, GOTSHAL & MANGES LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>a9-19ex23.txt
<TEXT>
                                                                      Exhibit 23

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

                  As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
January 19, 2001 included in CopyTele, Inc.'s Form 10-K for the fiscal year
ended October 31, 2000 and to all references to our Firm included in this
registration statement.

                                                 /s/ ARTHUR ANDERSEN LLP



Melville, New York
September 19, 2001

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
