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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001157523-07-010929.txt : 20071107
<SEC-HEADER>0001157523-07-010929.hdr.sgml : 20071107
<ACCEPTANCE-DATETIME>20071107164824
ACCESSION NUMBER:		0001157523-07-010929
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20071102
ITEM INFORMATION:		Entry into a Material Definitive Agreement
FILED AS OF DATE:		20071107
DATE AS OF CHANGE:		20071107

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-11254
		FILM NUMBER:		071222123

	BUSINESS ADDRESS:	
		STREET 1:		900 WALT WHITMAN RD
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
		BUSINESS PHONE:		5165495900

	MAIL ADDRESS:	
		STREET 1:		900 WALT WHITMAN ROAD
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5540603.txt
<DESCRIPTION>COPYTELE, INC. 8-K
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


     Date of report (Date of earliest event reported)  November 2, 2007
                                                       ----------------

                                 CopyTele, Inc.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                    Delaware
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


       0-11254                                             11-2622630
- --------------------------------------------------------------------------------
(Commission File Number)                       (IRS Employer Identification No.)


            900 Walt Whitman Road, Melville, NY                  11747
- --------------------------------------------------------------------------------
         (Address of Principal Executive Offices)               (Zip Code)


                                 (631) 549-5900
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))


                                     1 of 3
<PAGE>

Item 1.01         Entry Into a Material Definitive Agreement.
                  -------------------------------------------

On November 2, 2007, CopyTele, Inc. ("CopyTele") entered into a Technology
License Agreement (the "License Agreement") with Videocon Industries Limited, an
Indian company ("Videocon"). Under the License Agreement, CopyTele provides
Videocon with a non-transferable, worldwide license of CopyTele's technology for
thin, flat, low voltage phosphor displays (the "Licensed Technology"), for
Videocon (or a Videocon Group company) to produce and market products, including
TVs, incorporating displays utilizing the Licensed Technology. CopyTele and
Videocon will jointly cooperate to implement the CopyTele technology into
production displays. Improvements to the Licensed Technology will be jointly
owned by CopyTele and Videocon, and the parties will jointly decide whether to
pursue patents for any improvements. Under the License Agreement, Videocon will
pay CopyTele a license fee of US$ 11 million, payable in installments over a 27
month period, with the first installment of $2 million payable 15 days after the
License Agreement is effective. Videocon will also pay CopyTele an agreed upon
royalty based on display sales by Videocon.

CopyTele will continue to have the right to produce and market, and to utilize
Volga Svet Ltd., a Russian display company that CopyTele has been working with
for more than ten years, and an Asian company that CopyTele has been working
with for more than four years, to produce and market, products utilizing the
Licensed Technology. Additional licenses of the Licensed Technology to third
parties require the joint agreement of CopyTele and Videocon. The License
Agreement will be effective after Videocon has obtained the necessary regulatory
approvals in India and may be terminated if the required approvals are not
obtained in a reasonable period of time, as well as upon certain other customary
events.

In connection with the License Agreement, under a separate letter agreement
dated November 2, 2007, for the term of the license granted under the License
Agreement, Videocon and CopyTele will each appoint one senior advisor to the
other's board of directors to advise with respect to strategic planning and
technology in the display field.

On November 2, 2007, CopyTele also entered into a Share Subscription Agreement
(the "Subscription Agreement") with Mars Overseas Limited, an affiliate of
Videocon ("Mars Overseas"). Under the Subscription Agreement, Mars Overseas
agreed to purchase 20,000,000 shares of CopyTele's common stock (the "CopyTele
Shares") for an aggregate purchase price of $16,200,000. The Subscription
Agreement contains customary representations and warranties of CopyTele and Mars
Overseas. The purchase of the CopyTele Shares pursuant to the Subscription
Agreement closed on November 6, 2007.

Also on November 2, 2007, CopyTele's wholly-owned British Virgin Islands
subsidiary, CopyTele International Ltd. ("CopyTele International"), entered into
a GDR Purchase Agreement (the "Purchase Agreement") with Global EPC Ventures
Limited (the "Intermediary"), for CopyTele International to purchase from the
Intermediary 1,495,845 global depository receipts of Videocon (the "Videocon
GDRs") for an aggregate purchase price of $16,200,000. The purchase of the
Videocon GDRs by CopyTele International is subject to, among other things, the
Intermediary acquiring 1,495,845 global depository receipts of Videocon to sell
to CopyTele International by December 2, 2007. CopyTele International has
advanced the purchase price to the Intermediary, which is currently in the
process of acquiring the Videocon GDRs. In the event that the Intermediary is
unable to acquire all of the Videocon GDRs, and the sale of the Videocon GDRs to
CopyTele International is not completed by December 2, 2007, the Intermediary
must return the entire advance to CopyTele International, unless the parties
agree to extend such date. Videocon's global depository receipts are listed on
the Luxembourg Stock Exchange. The Purchase Agreement contains customary
representations and warranties of CopyTele International and the Intermediary.

                                       2
<PAGE>

For the purpose of effecting a lock up of the Videocon GDRs and CopyTele Shares
(collectively, the "Securities") for a period of seven years, CopyTele
International and Mars Overseas have entered into two Loan and Pledge Agreements
dated November 2, 2007. The Videocon GDRs are to be held as security for a loan
in principal amount of $5,000,000 from Mars Overseas to CopyTele International,
and the CopyTele Shares are similarly held as security for a loan in principal
amount of $5,000,000 from CopyTele International to Mars Overseas. The closing
of the loans is to take place upon the completion of the purchase of the
Videocon GDRs by CopyTele International. The loans are for a term of seven years
and do not bear interest. Prepayment of each loan requires payment of a premium
by the borrower and, in any event, the lien on the Securities will not be
released until the seventh anniversary of the closing of the loans. The loan
agreements require the parties to enter into an escrow agreement under which the
parties will deposit the Securities with an escrow agent for the term of the
loans. The loan agreements also provide for customary events of default which
may result in forfeiture of the Securities by the defaulting party.

Also on November 2, 2007, CopyTele, CopyTele International, and Mars Overseas
entered into an agreement with ICICI Bank UK plc, London, as escrow agent (the
"ICICI Escrow Agreement"). The ICICI Escrow Agreement provides for the escrow of
any prepayment of the CopyTele Loan or the Mars Loan until the seventh
anniversary of the dates thereof.

There is no material relationship between CopyTele or any of its affiliates, on
the one hand, and Videocon, on the other, except for the agreements described
above.


                                       3
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        COPYTELE, INC.

                                        By: /s/ Denis A. Krusos
                                            -------------------
                                            Denis A. Krusos
                                            Chairman of the Board,
Date: November 7, 2007                      Chief Executive Officer

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