NT 10-K 1 a5058120.txt COPYTELE, INC. NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): X Form 10-K Form 20-F Form 11-K Form 10-Q --- --- --- --- Form N-SAR Form N-CSR --- --- For Period Ended: October 31, 2005 ------------------- [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: --------------------------------------- Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contain herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: -------------------------------------------------------------------------------- PART I -- REGISTRANT INFORMATION CopyTele, Inc. -------------------------------------------------------------------------------- Full Name of Registrant -------------------------------------------------------------------------------- Former Name if Applicable 900 Walt Whitman Road -------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) Melville, NY 11747 -------------------------------------------------------------------------------- City, State and Zip Code PART II -- RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25 (c) has been attached if applicable. PART III -- NARRATIVE State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed) CopyTele, Inc. (the "Registrant") is filing this Form 12b-25 to report that it is unable to file its Annual Report on Form 10-K for the year ended October 31, 2005 within the prescribed time period without unreasonable effort or expense, because the Registrant is still in the process of completing its financial statements and its assessment of its internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the rules of the Public Company Accounting Oversight Board. The Registrant anticipates that it will be able to file its Annual Report on Form 10-K for the year ended October 31, 2005 by February 1, 2006. PART IV -- OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Denis A. Krusos, Chairman of the Board and Chief Executive Officer 631 549-5900 --------------------------------------- ---------- -------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). X Yes No --- --- (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? X Yes No --- --- If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. See Exhibit "A". ================================================================================ CopyTele, Inc. ---------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 17, 2006 By: /s/ Denis A. Krusos ------------------ ------------------- Denis A. Krusos, Chairman of the Board and Chief Executive Officer INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). GENERAL INSTRUCTIONS 1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934. 2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files. 3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. 4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification. 5. Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (ss.232.201 or (ss.232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this chapter). Exhibit A CopyTele, Inc. (the "Company") has not fully completed its review process with respect to its financial statements for the fiscal year ended October 31, 2005. The Company expects to report a net loss for fiscal year 2005 of approximately $4.5 million, or $.05 per share (basic and diluted), as compared to a net loss for fiscal year 2004 of approximately $3.4 million or $.04 per share (basic and diluted). The net loss for fiscal year 2005 is expected to include the effect of a provision for excess inventory due to changes in product requirements of approximately $587,000 recorded by the Company in fiscal 2005. The net loss for fiscal year 2005 is also expected to result in part from an increase in the Company's selling, general and administrative expenses to approximately $1,919,000 in fiscal 2005 from approximately $1,519,000 in fiscal 2004, principally due an increase in professional fees of approximately $276,000 and an increase in employee compensation and related costs of approximately $128,000.