SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended April 30, 2010





Commission file number 0-11254




COPYTELE, INC.(Exact name of registrant as specified in its charter)Delaware

11-2622630(State or other jurisdiction of

(I.R.S. Employerincorporation or organization)

Identification no.)900 Walt Whitman RoadMelville, NY

11747(Address of principal executive offices)

(Zip Code)(631) 549-5900(Registrant's telephone number, including area code)




Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesXNo ___





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesX    No ___





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer o

Accelerated filer oNon-accelerated filer x (Do not check if a smaller reporting company)

Smaller Reporting Company o




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ____    No X





Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.





On June 9, 2010, the registrant had outstanding 149,054,916 shares of Common Stock, par value $.01 per share, which is the registrant’s only class of common stock.










TABLE OF CONTENTS




PART I.  FINANCIAL INFORMATIONItem 1.  Financial Statements.Condensed Consolidated Balance Sheets as of April 30, 2010 (Unaudited) and October 31, 2009
3Condensed Consolidated Statements of Operations (Unaudited) for the six months ended April 30, 2010 and 2009
4Condensed Consolidated Statements of Operations (Unaudited) for the three months ended April 30, 2010 and 2009
5Condensed Consolidated Statement of Shareholders’ Equity (Unaudited) for the six months ended April 30, 2010
6Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended April 30, 2010 and 2009
7Notes to Condensed Consolidated Financial Statements (Unaudited)
8 - 24Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
25 - 40Item 3.  Quantitative and Qualitative Disclosures About Market Risk.
40Item 4.  Controls and Procedures.
40 - 41PART II.  OTHER INFORMATIONItem 1. Legal Proceedings.
42Item 1A. Risk Factors.
42Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
42Item 3. Defaults Upon Senior Securities.
42Item 5. Other Information.
42Item 6. Exhibits.
42 - 43SIGNATURES
43




2




PART I.  FINANCIAL INFORMATION





Item 1.  Financial Statements.





COPYTELE, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED BALANCE SHEETS




(Unaudited)ASSETS

April 30,

2010

October 31,

2009Current assets:Cash and cash equivalents

$
1,075,001


$
1,451,241Short-term investments in U.S. government securities


749,993



749,942Accounts receivable, net of allowance for doubtful accounts of  $206,000


7,700



750Inventories


93,228



132,688Prepaid expenses and other current assets


47,596



61,869Total current assets


1,973,518



2,396,490Investment in Videocon Industries Limited global depository receipts,

at market value


7,898,062



7,105,264Investment in Volga-Svet, Ltd., at cost


127,500



127,500Investment in Digital Info Security Co. Inc. common stock, at market value


159,471



198,030Property and equipment, net


16,947



21,162Total assets

$
10,175,498


$
9,848,446LIABILITIES AND SHAREHOLDERS' EQUITYCurrent liabilities:Accounts payable

$
303,651


$
326,243Accrued liabilities


85,602



69,931Total current liabilities


389,253



396,174Contingencies (Note 11)Loan payable to related party


5,000,000



5,000,000Shareholders’ equity:Preferred stock, par value $100 per share; 500,000 shares authorized; noshares issued or outstanding


-



-Common stock, par value $.01 per share; 240,000,000 shares authorized;148,438,626 and 144,562,516 shares issued and outstanding, respectively


1,484,386



1,445,625Additional paid-in capital


118,581,271



116,284,003Loan receivable from related party


(5,000,000
)


(5,000,000
)Accumulated deficit


(111,055,424
)


(108,277,356
)Accumulated other comprehensive income


776,012



-Total shareholders’ equity


4,786,245



4,452,272Total liabilities and shareholders’ equity

$
10,175,498


$
9,848,446





The accompanying notes are an integral part of these condensed consolidated financial statements.




3





COPYTELE, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)




For the Six Months Ended

April 30,2010

2009Net revenueRevenue from sales of encryption products, net

$
61,395


$
21,540Revenue from display engineering services, net


-



52,000Display technology license fee


300,000



563,332Total net revenue


361,395



636,872Cost of revenue and operating expensesCost of encryption products sold


41,051



5,518Cost of display engineering services


-



18,200Research and development expenses


1,546,212



1,883,830Selling, general and administrative expenses


1,625,115



1,489,545Total cost of revenue and operating expenses


3,212,378



3,397,093Loss from operations


(2,850,983
)


(2,760,221
)Dividend income


68,211



29,468Interest income


4,704



11,892Loss before income taxes


(2,778,068
)


(2,718,861
)Provision for income taxes


-



-Net loss

$
(2,778,068
)

$
(2,718,861
)Net loss per share:Basic and diluted

$
(0.02
)

$
(0.02
)Weighted average common shares outstanding:Basic and diluted


146,194,786



135,546,867




The accompanying notes are an integral part of these condensed consolidated financial statements.




4





COPYTELE, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)





For the Three Months Ended

April 30,2010

2009Net revenueRevenue from sales of encryption products, net

$
22,525


$
12,750Display technology license fee


300,000



250,000Total net revenue


322,525



262,750Cost of revenue and operating expensesCost of encryption products sold


19,044



4,107Research and development expenses


849,275



1,062,049Selling, general and administrative expenses


794,583



574,823Total cost of revenue and operating expenses


1,662,902



1,640,979Loss from operations


(1,340,377
)


(1,378,229
)Dividend income


68,211



29,468Interest income


262



4,610Loss before income taxes


(1,271,904
)


(1,344,151
)Provision for income taxes


-


-Net loss

$
(1,271,904
)

$
(1,344,151
)Net loss per share:Basic and diluted

$
(0.01
)

$
(0.01
)Weighted average common shares outstanding:Basic and diluted


147,108,817



137,273,734




The accompanying notes are an integral part of these condensed consolidated financial statements.




5




COPYTELE, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY


FOR THE SIX MONTHS ENDED APRIL 30, 2010 (UNAUDITED)




AccumulatedLoan




OtherAdditional

Receivable




Comprehensive

TotalCommon Stock

Paid-in

From

Accumulated

Income

Shareholders’Shares

Par Value

Capital

Related Party

Deficit

(Loss)

EquityBalance, October 31, 2009


144,562,516


$
1,445,625


$
116,284,003


$
(5,000,000
)

$
(108,277,356
)

$
-


$
4,452,272Stock option compensation to employees


-



-



438,828



-



-



-



438,828Stock option compensation to consultant


-



-



6,392



-



-



-



6,392Common stock issued upon exercise of stock options under stock option plans


1,665,000



16,650



837,350



-



-



-



854,000Common stock issued to employees pursuant tostock incentive plans


2,131,505



21,315



973,298



-



-



-



994,613Common stock issued to consultants pursuant tostock incentive plans


79,605



796



41,400



-



-



-



42,196Unrealized gain on investment in Videocon

Industries Limited global depository receipts


-



-



-



-



-



792,798



792,798Unrealized (loss) on investment in Digital Info

Security  Co., Inc. common stock


-



-



-



-



-



(16,786
)


(16,786
)Net loss


-



-



-



-



(2,778,068
)


-



(2,778,068
)Balance, April 30, 2010


148,438,626


$
1,484,386


$
118,581,271


$
(5,000,000
)

$
(111,055,424
)

$
776,012


$
4,786,245





The accompanying notes are an integral part of these condensed consolidated financial statements.




6




COPYTELE, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)




For the Six Months Ended

April 30,2010

2009Cash flow from operating activities:Payments to suppliers, employees and consultants

$
(1,690,988
)

$
(1,530,966
)Cash received from sales of products and services


54,445



70,540Cash received for display technology license fee


300,000



-Dividend received


68,211



29,468Interest received


8,750



15,812Net cash used in operating activities


(1,259,582
)


(1,415,146
)Cash flow from investing activities:Disbursements to acquire short-term investments (U.S. government securities)


(749,870
)


-Proceeds from maturities of short-term investments (U.S. government securities)


750,000



1,443,000Proceeds from sale of Digital Info Security Co., Inc. common stock


29,212



28,133Payments for purchases of property and equipment


-


-Net cash provided by  investing activities


29,342



1,471,133Cash flow from financing activities:Proceeds from exercise of stock options


854,000



756,600Net cash provided by financing activities


854,000



756,600Net (decrease) increase in cash and cash equivalents


(376,240
)


812,587Cash and cash equivalents at beginning of period


1,451,241



478,599Cash and cash equivalents at end of period

$
1,075,001


$
1,291,186




Reconciliation of net loss to net cash used in operating activities:Net loss

$
(2,778,068
)

$
(2,718,861
)Stock option compensation to employees


438,828



400,851Stock option compensation to consultants


6,392



6,612Stock awards granted to employees pursuant to stock  incentive plans


994,613



1,171,914Stock awards granted to consultants pursuant to stock  incentive plans


42,196



35,248Provision for slow moving inventory reserve


23,587



(921
)Depreciation and amortization


4,215



5,561Amortized discount on investments (U.S. government securities)


(181
)


(632
)(Gain)  loss on sale of Digital Info Security Co., Inc. common stock


(7,439
)


6,067Change in operating assets and liabilities:Accounts receivable, net of allowance for doubtful accounts


(6,950
)


(3,000
)Inventories


15,873



2,977Prepaid expenses and other current assets


14,273



(8,984
)Accounts payable and  accrued liabilities


(6,921
)


1,354Deferred revenue


-



(313,332
)Net cash used in operating activities

$
(1,259,582
)

$
(1,415,146
)




The accompanying notes are an integral part of these condensed consolidated financial statements.




7





COPYTELE, INC. AND SUBSIDIARIES





NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





(UNAUDITED)








1.           BUSINESS AND FUNDING




Description of Business and Basis of Presentation




Our principal operations include the development, production and marketing of thin, flat, low-voltage phosphor display technology, the development of thin, flat, low-power passive display technology and the development, production and marketing of multi-functional encryption products that provide information security for domestic and international users over virtually every communications media.





The condensed consolidated financial statements are unaudited, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial reporting, and with the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting.  Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements.  The information contained herein is as of April 30, 2010 and for the six-month and three-month periods ended April 30, 2010 and 2009.  In management’s opinion, all adjustments (consisting only of normal recurring adjustments considered necessary for a fair presentation of the results of operations for such periods) have been included herein.  We are required to make certain estimates, judgments and assumptions that management believes are reasonable based upon the information available.  These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.





The condensed consolidated financial statements include the accounts of CopyTele, Inc. and its wholly owned subsidiaries, CopyTele International Ltd. (“CopyTele International”) and CopyTele Marketing Inc. (“CopyTele Marketing”).  CopyTele International and CopyTele Marketing were incorporated in the British Virgin Islands in July 2007 and September 2007, respectively.  CopyTele International was formed for the purpose of holding an investment in global depository receipts of Videocon Industries Limited, an Indian company (“Videocon”).  As of April 30, 2010, CopyTele Marketing was inactive.  All significant intercompany transactions have been eliminated in consolidation. In preparing these condensed consolidated financial statements, we have evaluated events and transactions for potential recognition or disclosure through the date the condensed consolidated financial statements were issued.





The results of operations for interim periods presented are not necessarily indicative of the results that may be expected for a full year or any interim period.  Reference is made to the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2009, for more extensive disclosures than contained in these condensed consolidated financial statements.




8





Effective October 31, 2009, we adopted Accounting Standards Codification (“ASC”) 105 “GAAP” (“ASC 105”) issued by the Financial Accounting Standards Board (“FASB”) that establishes the ASC as the source of authoritative accounting principles to be applied in the preparation of financial statements in conformity with GAAP.  All accounting guidance that is not included in the Accounting Standards Codification is now considered to be non-authoritative.  The adoption of ASC 105 had no impact on our financial position or operating results as it only amends the reference to existing accounting standards (other than the Securities and Exchange Commission (“SEC”) guidance).





Funding and Management’s Plans





Since our inception, we have met our liquidity and capital expenditure needs primarily through the proceeds from sales of common stock in our initial public offering, in private placements, upon exercise of warrants issued in connection with the private placements and our initial public offering, and upon the exercise of stock options.  In addition, commencing in the fourth quarter of fiscal 1999, we have generated limited cash flows from sales of our encryption products and in May 2008 began receiving license fees related to our display technology from Videocon pursuant to the License Agreement (as defined below).





During the six months ended April 30, 2010, our cash used in operating activities was approximately   $1,260,000. This resulted from payments to suppliers, employees and consultants of approximately $1,691,000, which was offset by cash of approximately $54,000 received from collections of accounts receivable related to sales of encryption products, $300,000 received from display technology licensing fee, approximately $68,000 of dividend income received and approximately $9,000 of interest income received.  Our cash provided by investing activities during the six months ended April 30, 2010 was approximately $29,000, which resulted from purchases of short-term U.S. government securities of approximately $750,000, offset by $750,000 received upon maturities of short-term investments consisting of U.S. government securities and approximately $29,000 received upon the sale of Digital Info Security Co. Inc. common stock.  Our cash provided by financing activities during the six months ended April 30, 2010 was $854,000, which resulted from cash received upon the exercise of stock options.  As a result, our cash, cash equivalents, and investments in U.S. government securities at April 30, 2010 decreased to approximately $1,825,000 from approximately $2,201,000 at October 31, 2009.




Total employee compensation expense for the six-month periods ended April 30, 2010 and 2009 was approximately $1,876,000 and $1,922,000, respectively, and for the three-month periods ended April 30, 2010 and 2009 was approximately $1,038,000 and $938,000, respectively.  During the six-month ended April 30, 2010 and 2009, a significant portion of employee compensation consisted of the issuance of stock and stock options to employees in lieu of cash compensation.  We recorded stock-based compensation expense for the six-month periods ended April 30, 2010 and 2009 of approximately $995,000 and $1,172,000, respectively, and for the three-month periods ended April 30, 2010 and 2009 of approximately $618,000 and $578,000, respectively, for shares of common stock issued to employees.  We recorded stock-based compensation expense for the six-month periods ended April 30, 2010 and 2009 of approximately $439,000 and $401,000, respectively, and for the three-month periods ended April 30, 2010 and 2009 of approximately $164,000 and $172,000, respectively, related to stock options granted to employees and directors.




9





We believe that our existing cash, cash equivalents, and investments in U.S. government securities, together with cash flows from expected sales of our encryption products and revenue relating to our thin, flat, low-voltage phosphor display technology, and other potential sources of cash flows, but without regard to the timing or amount of license fees and royalties from Videocon, will be sufficient to enable us to continue our marketing, production, and research and development activities for at least 12 months.   We have not currently identified any specific use for the license fee or royalty payments, if any, that we may receive from Videocon and any such payments will be available for general corporate purposes or such other uses as our management may determine.  Pending their use, any payments received from Videocon will be invested in short-term, interest-bearing securities.  However, our projections of future cash needs and cash flows may differ from actual results.  If current cash and cash that may be generated from operations are insufficient to satisfy our liquidity requirements, we may seek to sell debt or equity securities or to obtain a line of credit.  The sale of additional equity securities or convertible debt could result in dilution to our stockholders.  It is also management’s intention to continue to compensate employees and consultants by issuing stock or stock options.  We currently have no arrangements with respect to additional financing.  We can give no assurance that we will generate sufficient revenues in the future (through sales, license fees and royalties, or otherwise) to satisfy our liquidity requirements or sustain future operations, that our production capabilities will be adequate, that other products will not be produced by other companies that will render our products obsolete, or that other sources of funding, such as sales of equity or debt, would be available, if needed, on favorable terms or at all.  If we cannot obtain such funding if needed, we would need to curtail or cease some or all of our operations.





Related Party Transactions with Videocon Industries Limited





In November 2007, we entered into a Technology License Agreement (as amended in May 2008, the “License Agreement”) with Videocon Industries Limited, an Indian company (“Videocon”).  Under the License Agreement, we provide Videocon with a non-transferable, worldwide license of our 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.  Under the terms of the License Agreement, we were scheduled to receive a license fee of $11 million from Videocon, payable in installments over a 27 month period, which commenced in May 2008 and continues until August 2010, and an agreed upon royalty from Videocon based on display sales by Videocon, which royalty will decrease after specified sales levels and time period are reached and may increase under other certain circumstances as a result of significant improvements in the Licensed Technology, as defined in the License Agreement.  In April 2008, the Indian Government approved the License Agreement.




10





In May 2008, we received the first installment of the license fee of $2,000,000.  In March 2009, we agreed to defer the license fee payments due from Videocon that had been scheduled to be paid in the second quarter of fiscal year 2009 and we separately agreed to reimburse Videocon $250,000 for engineering services related to improved versions of our display technology, which amount was offset against amounts due from Videocon in lieu of a cash payment.  In addition, in June 2009, we received a license fee payment from Videocon of $250,000, which was due during the quarter ended April 30, 2009 pursuant to the modified payment terms.  In August 2009, we received an additional license fee payment from Videocon of $100,000, which was due during the quarter ended July 31, 2009 pursuant to the modified payment terms.  As of October 31, 2009, we have received aggregate license fee payments of $2,600,000.  In January 2010, we agreed to defer the license fee payments due from Videocon that had been scheduled to be paid in the first quarter of fiscal year 2010.  In March 2010, we received an additional license fee payment from Videocon of $300,000, which was due during the quarter ended January 31, 2010 pursuant to the modified payment terms.  While not contemplated or required by the terms of the License Agreement, after discussions with Videocon, we agreed to the payment deferrals in light of our joint decision to jointly develop improved versions of our display technology and the additional time and effort required by Videocon and us to incorporate the developmental improvements related thereto which are aimed at reducing the power consumption, improving the reliability and lowering the fabrication cost.  However, the total amount of the payments did not change and Videocon’s obligation to make such payments continues to be subject only to CopyTele’s limited performance requirements described below and is not dependent on any specific performance standards which must be met by completion or delivery of prototypes of CopyTele’s products in the development stage. Videocon’s obligations with respect to the pre-production phase, and CopyTele’s assistance, under the License Agreement remain unaffected.  As of April 30, 2010, we have received aggregate license fee payments from Videocon of $2.9 million.  We presently anticipate that ongoing improvements to our display technology will likely result in future modifications of the timing of payments from Videocon that would materially affect in which future periods revenues from Videocon are recognized and which would delay the payment of the license fee beyond the 27 month period ending in August 2010. We cannot presently estimate specific future payments dates for the remaining $8.1 million of license fee payments; however, we are in discussion with Videocon for an additional payment.





We are working with Videocon to implement our technology into production display modules.  Under the License Agreement, Videocon, with our assistance, is to provide the design and process engineering required to produce such display modules and also provide all tooling and fixtures required for the production process.  The display modules consist of our low voltage phosphor displays, the attached associated driver circuits, and controller circuits.  Under the terms of the License Agreement, we are disclosing to Videocon the Licensed Technology, including any improvements, providing documentation and training of Videocon personnel, and cooperating with Videocon to jointly implement our technology prior to production to produce prototypes of such modules.  In connection with our performance requirements under the License Agreement, we are providing technical information to Videocon, so they can understand the design and fabrication processes involved in our display technology.  This includes providing the design and fabrication processes of the display components, such as the matrix which contains the structure to accommodate our electron emission technology and the color phosphors that are used to illuminate our displays.  Other components and fabrication processes include the design details of the electron emission system materials and specifications, the methods, materials and processes required to obtain a vacuum for our display operation and the methods and electronics involved to operate, test, and evaluate the performance of the display.  Improvements to the technology are to be jointly owned by CopyTele and Videocon.




11










Under the License Agreement we continue to have the right to produce and market products utilizing the Licensed Technology.  We also continue to have the right to utilize Volga, with whom we have been working with for more than twelve years, and the Asian company, with whom we have been working with for more than six 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.





In November 2007, we also entered into a Share Subscription Agreement (the “Share Subscription Agreement”) with Mars Overseas Limited, an affiliate of Videocon (“Mars Overseas”).  Under the Share Subscription Agreement, Mars Overseas purchased 20,000,000 unregistered shares of our common stock (the “CopyTele Shares”) from us for an aggregate purchase price of $16,200,000, which was valued based on the actively traded market price of our common stock.  The purchase of the CopyTele Shares pursuant to the Share Subscription Agreement closed in November 2007.










For the purpose of effecting a lock up of the Videocon GDRs and CopyTele Shares (collectively, the “Securities”) for a period of seven years, and therefore restricting both parties from selling or transferring the Securities during such period, CopyTele International and Mars Overseas entered into two Loan and Pledge Agreements in November 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 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 securing the prepaid loan will not be released until the seventh anniversary of the closing of the loans and the prepaid amount would be held in escrow until such date.  The loan agreements required the parties to enter into an escrow agreement under which the parties deposited 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.  The loan and escrow agreements also provide for the transfer to the respective parties, free and clear of any encumbrances under the agreements, any dividends, distributions, rights or other proceeds or benefits received by the escrow agent in respect of the Securities.  The closing of the loans took place in December 2007.  The loan receivable from Mars Overseas is classified as a contra-equity under shareholders’ equity in the accompanying condensed consolidated balance sheet, because the loan receivable is secured by the CopyTele Shares and the Share Subscription Agreement and Loan and Pledge Agreement were entered into concurrently.





12





Revenue Recognition





Revenues from sales are recorded when all four of the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and title has transferred or services have been rendered; (iii) our price to the buyer is fixed or determinable; and (iv) collectibility is reasonably assured.















2.           STOCK BASED COMPENSATION




We maintain stock equity incentive plans under which we may grant non-qualified stock options, incentive stock options, stock appreciation rights, stock awards, performance and performance-based awards, or stock units to employees, non-employee directors and consultants.




13





Stock Option Compensation Expense





We account for stock options granted to employees and directors using the accounting guidance in ASC 718 “Stock Compensation” (“ASC 718”).   We recognize compensation expense for stock option awards on a straight-line basis over the requisite service period of the grant.  We recorded stock-based compensation expense, related to stock options granted to employees and non-employee directors, of approximately $439,000 and $401,000, during the six-month periods ended April 30, 2010 and 2009, respectively, and of approximately $164,000 and $172,000, during the three-month periods ended April 30, 2010 and 2009, respectively.  Such compensation expense is included in the accompanying condensed consolidated statements of operations in either research and development expenses or selling, general and administrative expenses, as applicable based on the functions performed by such employees and directors.





Included in the stock-based compensation cost related to stock options granted to employees and directors, recorded during the six-month periods ended April 30, 2010 and 2009 was approximately $12,000 and $25,000, respectively, and during the three-month periods ended April 30, 2010 and 2009 was approximately $6,000 and $7,000, respectively, of expense related to the amortization of compensation cost for stock options granted in prior periods but not yet vested.  As of April 30, 2010, there was approximately $12,000 of unrecognized compensation cost related to non-vested share-based compensation arrangements for stock options granted to employees and directors, which is expected to be amortized during the current fiscal year.





We also account for stock options granted to consultants using the accounting guidance under ASC 505-50 “Equity-Based Payments to Non-Employees”.  We recognized consulting expense for options granted to non-employee consultants, during the six-month periods ended April 30, 2010, and 2009, of approximately $6,000 and $7,000, respectively, and during the three-month periods ended April 30, 2010, and April 30, 2009, of approximately $6,000 and $3,000, respectively.  Such consulting expense is included in the accompanying condensed consolidated statements of operations in either research and development expenses or selling, general and administrative expenses, as applicable based on the functions performed by such consultants.  Included in the stock-based compensation cost related to stock options granted to consultants, recorded during the six-month periods ended April 30, 2010 and 2009 was approximately $-0- and $7,000, respectively, and during the three-month periods ended April 30, 2010 and 2009 was approximately $-0- and $3,000, respectively, of expense related to the amortization of compensation cost for stock options granted in prior periods but not yet vested.  As of April 30, 2010, there was no such unrecognized consulting expense related to non-vested share-based compensation arrangements for stock options granted to consultants.





Fair Value Determination





In accordance with ASC 718, we estimate the fair value of stock options granted to employees, non-employee directors and consultants on the date of grant using the Black-Scholes pricing model.  We separate the individuals we grant stock options to into three relatively homogenous groups, based on exercise and post-vesting employment termination behaviors.  To determine the weighted average fair value of stock options on the date of grant, we take a weighted average of the assumptions used for each of these groups.  Stock options we granted during the six months ended April 30, 2010 and 2009 consisted of awards of options with 10-year terms which vested immediately.




14





The following weighted average assumptions were used in estimating the fair value of stock options granted during the six and three months ended April 30, 2010 and 2009.




For the Six Months

Ended April 30,

For the Three Months

Ended April 30,2010

2009

2010

2009Weighted average fair value at grant date

$
0.27


$
0.14


$
0.19


$
0.12Valuation assumptions:Expected life ( years)


1.9



2.1



1.9



2.0Expected volatility


111
%


99
%


104
%


103
%Risk-free interest rate


.76
%


.83
%


.87
%


1.0
%Expected dividend yield


0



0



0



0





The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding.  Because we consider our options to be “plain vanilla”, we estimated the expected term using a modified version of the simplified method of calculation, as prescribed by SEC Staff Accounting Bulletin No. 107, “Share-Based Payment” (“SAB 107”).  This modified calculation uses the actual life for options that have been settled, and a uniform distribution assumption for the options still outstanding.  Under SAB 107, options are considered to be “plain vanilla” if they have the following basic characteristics: granted “at-the-money”; exercisability is conditioned upon service through the vesting date; termination of service prior to vesting results in forfeiture; limited exercise period following termination of service; and options are non-transferable and non-hedgeable.  In December 2007, the Securities and Exchange Commission (“SEC”) staff issued Staff Accounting Bulletin No. 110, “Share-Based Payment” (“SAB 110”).  SAB 110 permits the use of the simplified method in SAB 107 for employee option grants after December 31, 2007 for companies whose historical data about their employees’ exercise behavior does not provide a reasonable basis for estimating the expected term of the options.  We have adopted SAB 110 and continued to use the simplified method to estimate the expected term for options granted after December 2007, as adequate historical experience is not available to provide a reasonable estimate.  We intend to continue applying the simplified method until enough historical experience is readily available to provide a reasonable estimate of the expected term for employee option grants.





We estimated the expected volatility of our shares of common stock based upon the historical volatility of our share price over a period of time equal to the expected life of the options.  We estimated the risk-free interest rate based on the implied yield available on the applicable grant date of a U.S. Treasury note with a term equal to the expected term of the underlying grants.  We made the dividend yield assumption based on our history of not paying dividends and our expectation not to pay dividends in the future.  Under ASC 718, the amount of stock-based compensation expense recognized is based on the portion of the awards that are ultimately expected to vest.  Accordingly, we reduce the fair value of the stock option awards for expected forfeitures, which are forfeitures of the unvested portion of surrendered options.  We estimated expected forfeitures based on our historical experience.




15





We will reconsider use of the Black-Scholes pricing model if additional information becomes available in the future that indicates another model would be more appropriate, or if grants issued in future periods have characteristics that cannot be reasonably estimated using this model.  If factors change and we employ different assumptions in the application of ASC 718 in future periods, the compensation expense that we record under ASC 718 may differ significantly from what we have recorded in the current period.





Stock Option Activity





During the six-month periods ended April 30, 2010 and 2009, we granted options to purchase         1,610,000 shares and 2,710,000 shares, respectively, to employees, non-employee directors and consultants of common stock at weighted average exercise prices of $.51 and $0.28 per share, respectively, pursuant to the CopyTele, Inc. 2003 Share Incentive Plan (the "2003 Share Plan").  During the six-month periods ended April 30, 2010 and 2009, stock options to purchase 1,665,000 shares and 2,700,000 shares, respectively, of common stock were exercised with aggregate proceeds of $854,000 and approximately $757,000, respectively.




Stock Option Plans




As of April 30, 2010, we have three stock option plans: the CopyTele, Inc. 1993 Stock Option Plan (the “1993 Plan”), the CopyTele, Inc. 2000 Share Incentive Plan (“2000 Share Plan”) and the 2003 Share Plan, which were adopted by our Board of Directors on April 28, 1993, May 8, 2000 and April 21, 2003, respectively.





Upon approval of the 2000 Share Plan by our shareholders in July 2000, the 1993 Plan was terminated with respect to the grant of future options. The exercise price with respect to all of the stock options granted under the 1993 Plan, since its inception, was equal to the fair market value of the underlying common stock at the grant date.  Information regarding the 1993 Plan for the six months ended April 30, 2010 is as follows:





Shares

Weighted

Average Exercise

Price Per Share

Aggregate

Intrinsic ValueOptions Outstanding at October 31, 2009


686,000


$
1.07Expired


(636,000
)

$
1.03Options Outstanding  and Exercisable at

April 30, 2010


50,000


$
1.56


$
-0-




As of April 30, 2010, weighted average remaining contractual term for options outstanding under the 1993 Plan was .18 years.





On July 25, 2000, our shareholders approved the 2000 Share Plan.  The maximum number of shares of common stock that may be granted was 5,000,000 shares.  On July 6, 2001 and July 16, 2002, the 2000 Share Plan was amended by our Board of Directors to increase the maximum number of shares of common stock that may be granted to 10,000,000 shares and 15,000,000 shares, respectively.  These amendments were approved by our shareholders on August 16, 2001 and September 12, 2002, respectively.  The 2000 Share Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, performance awards and stock units to key employees and consultants of the Company.




16





The 2000 Share Plan was administered by the Stock Option Committee through June 2004 and since that date has been administered by the Board of Directors, which determines the option price, term and provisions of each option; however, the purchase price of shares issuable upon the exercise of incentive stock options will not be less than the fair market value of such shares at the date of grant and incentive stock options will not be exercisable for more than 10 years. The exercise price with respect to all of the stock options granted under the 2000 Share Plan since its inception was equal to the fair market value of the underlying common stock at the grant date. As of April 30, 2010, 21,508 shares were available for future grants under the 2000 Share Plan.





Information regarding the 2000 Share Plan for the six months ended April 30, 2010 is as follows:





Shares

Weighted

Average Exercise

Price Per Share

Aggregate

Intrinsic

ValueOptions Outstanding at October 31, 2009


1,572,466


$
0.84Exercised


(30,000
)

$
0.40Options Outstanding and Exercisable at

April 30, 2010


1,542,466


$
0.85


$
-0-





The following table summarizes information about stock options outstanding under the 2000 Share Plan as of April 30, 2010:





Options Outstanding and ExercisableRange of

Exercise Prices
Number

Outstanding
Weighted

Average

Remaining

Contractual

Life (in years)
Weighted

Average

Exercise Price$0.40
215,000
1.39
$0.40$0.69
505,466
0.67
$0.69$0.94 - $1.09
822,000
0.42
$1.06




The 2003 Share Plan provides for the grant of nonqualified stock options, stock appreciation rights, stock awards, performance awards and stock units to key employees and consultants of the Company.  The maximum number of shares of common stock available for issuance under the 2003 Share Plan initially was 15,000,000 shares.  On October 8, 2004, February 9, 2006, August 22, 2007 and December 3, 2008, the 2003 Plan was amended by our Board of Directors to increase the maximum number of shares of common stock that may be granted to 30,000,000 shares, 45,000,000 shares, 55,000,000 shares, and 70,000,000 shares respectively.  Current and future non-employee directors are automatically granted nonqualified stock options to purchase 60,000 shares of common stock upon their initial election to the Board of Directors and at the time of each subsequent annual meeting of our shareholders at which they are elected to the Board of Directors.  The 2003 Share Plan was administered by the Stock Option Committee through June 2004 and since that date has been administered by the Board of Directors, which determines the option price, term and provisions of each option. The exercise price with respect to all of the options granted under the 2003 Share Plan since its inception was equal to the fair market value of the underlying common stock at the grant date. As of April 30, 2010, 1,716,976 shares were available for future grants under the 2003 Share Plan.




17





Information regarding the 2003 Share Plan for the six months ended April 30, 2010 is as follows:





Shares

Weighted

Average Exercise

Price Per Share

Aggregate

Intrinsic

ValueOptions Outstanding at October 31, 2009


18,252,045


$
0.80Granted


1,610,000


$
0.51Exercised


(1,635,000
)

$
0.52Expired


(55,000
)

$
0.75Options Outstanding at April 30, 2010


18,172,045


$
0.80


$
88,400Options Exercisable at April 30, 2010


18,112,045


$
0.80


$
88,400




The following table summarizes information about stock options outstanding under the 2003 Share Plan as of April 30, 2010:




Options Outstanding

Stock Options ExercisableRange of

Exercise

Prices
Number

Outstanding
Weighted

Average

Remaining

Contractual

Life (in years)
Weighted

Average

Exercise

Price

Number

Exercisable
Weighted

Average

Remaining

Contractual

Life (in years)
Weighted

Average

Exercise

Price$0.25 - $0.65
5,220,970
4.79
$0.54

5,160,970
4.80
$0.54$0.68 - $0.84
5,156,075
6.32
$0.79

5,156,075
6.32
$0.79$0.86 - $1.46
7,795,000
6.67
$0.97

7,795,000
6.67
$0.97





Stock Grants





We account for stock grants to employees and consultants based on their grant date fair value, in accordance with ASC 718.  During the six-month periods ended April 30, 2010 and 2009, we issued 2,131,505 shares and 3,722,825 shares, respectively, of common stock to certain employees for services rendered, principally in lieu of cash compensation, pursuant to the 2003 Share Plan.  We recorded compensation expense for the six-month periods ended April 30, 2010 and 2009, of approximately $995,000 and $1,172,000, respectively, and for the three-month periods ended April 30, 2010 and 2009, of approximately $618,000 and $578,000, respectively, for the shares of common stock issued to employees.  In addition, during the six-month periods ended April 30, 2010 and 2009, we issued 79,605 shares and 116,792 shares, respectively, of common stock to consultants for services rendered pursuant to the 2003 Share Plan.  We recorded consulting expense for the six-month periods ended April 30, 2010 and 2009 of approximately $42,000 and $35,000, respectively, and for the three-month periods ended April 30, 2010 and 2009 of approximately $10,000 and $34,000, respectively, for the shares of common stock issued to consultants.




18





3.           CONCENTRATION OF CREDIT RISK




Financial instruments that potentially subject us to concentrations of credit risk consist principally of accounts receivable from sales in the ordinary course of business.  Management reviews our accounts receivable for potential doubtful accounts and maintains an allowance for estimated uncollectible amounts.  Generally, no collateral is received from customers for our accounts receivable.  During the six months ended April 30, 2010 and 2009, one customer in the Display Technology Segment represented 83% and 88%, respectively, of total net revenue.  At April 30, 2010 and October 31, 2009, one customer in the Encryption Products and Services Segment represented 100% of net accounts receivable.





4.           FAIR VALUE MEASUREMENTS




ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements.  In accordance with ASC 820, we have categorized our financial assets, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.  We do not have any financial liabilities that are required to be measured at fair value on a recurring basis.  If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.





Financial assets recorded in the accompanying condensed consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:





Level 1 - Financial assets whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market which we have the ability to access at the measurement date (examples include active exchange-traded equity securities and most U.S. Government and agency securities).





Level 2 - Financial assets whose values are based on quoted market prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets.  We do not currently have any Level 2 financial assets.





Level 3 – Financial assets whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.  These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset.  We do not currently have any Level 3 financial assets.




19





The carrying value of our financial assets approximates their individual fair value.  As of April 30, 2010 and October 31, 2009 our financial assets (all level 1 measurements) consist of the following:





Fair Value as ofApril 30, 2010

October 31, 2009Money market funds – Cash and cash equivalents

$
228,782


$
698,834U.S. government securities – Cash and cash equivalents


599,978



699,909U.S. government securities – Short-term investments


749,993



749,942Videocon Industries Limited global depository receipts


7,898,062



7,105,264Digital Info Security Co. Inc. common stock


159,471



198,030





Our non financial assets and liabilities that are measured on a non-recurring basis include our investment in Volga and property and equipment.  The estimated fair value of receivables other than the loan receivable, accounts payable and accrued liabilities approximates their individual carrying amounts due to the short term nature of these measurements.  It is impractical to determine the fair value of the loan receivable and loan payable to the related party given the nature of these loans.  These assets and liabilities were not presented in the preceding table.





5.           INVESTMENTS




Short-term Investments





At April 30, 2010 and October 31, 2009, we had marketable securities consisting of U.S. government securities in the amount of approximately $750,000 and $750,000, respectively, that were classified as “held–to-maturity securities” and were carried at amortized costs.  The length of time until maturity of held-to-maturity securities at April 30, 2010 and October 31, 2009, was less than twelve months and the estimated fair value approximated amortized cost; therefore, there were no significant unrecognized holding gains or losses.





Investment in Videocon





Our investment in Videocon is classified as an "available-for-sale security" and reported at fair value, with unrealized gains and losses excluded from operations and reported as a component of accumulated other comprehensive income (loss) in shareholders' equity.  The original cost basis was determined using the specific identification method.  The fair value of the Videocon GDRs is based on the price on the Luxembourg Stock Exchange, which price is based on the underlying price of Videocon’s equity shares which are traded on stock exchanges in India with prices quoted in rupees.





ASC 320 and SEC guidance on other than temporary impairments of certain investments in equity securities requires an evaluation to determine if the decline in fair value of an investment is either temporary or other than temporary.  Unless evidence exists to support a realizable value equal to or greater than the cost basis of the investment, a write-down accounted for as a realized loss should be recorded.  We assess at each reporting period our investment in Videocon to determine if a decline that is other than temporary has occurred.  In evaluating our investment in Videocon at October 31, 2009, although we noted that the fair value had increased to approximately $7,105,000 as of that date, we determined that based on both the duration and the continuing magnitude of the market price decline compared to the original cost basis of $16,200,000 and the uncertainty of its recovery, a write-down of the investment should be recorded as of October 31, 2009 and a new cost basis of $7,105,264 should be established.




20





The fair value of our investment in Videocon as of April 30, 2010 and October 31, 2009, and unrealized gain during the six month period ended April 30, 2010, are as follows:





Investment in VideoconFair Value as of October 31, 2009

$
7,105,264Unrealized gain


792,798Fair Value as of April 30, 2010

$
7,898,062





Investment in Digital Security Co. Inc.





Our investment in Digital Security Co. Inc. (“DISC”) is classified as an “available-for-sale security” and reported at fair value, with unrealized gains and losses excluded from operations and reported as a component of accumulated other comprehensive income (loss) in shareholders’ equity.  The original cost basis was determined using the specific identification method.  We assess at each reporting period our investment in DISC to determine if a decline that is other than temporary has occurred.  In evaluating our investment in DISC at October 31, 2009 we determined that, due to the decline in market value and the uncertainty of its recoverability, an other than temporary impairment of the investment of approximately $124,000 should be recorded as of October 31, 2009 and a new cost basis of $198,030 should be established.





The fair value of our investment in DISC as of April 30, 2010 and October 31, 2009, and the cost basis of common stock sold and unrealized loss, during the six month period ended April 30, 2010, are as follows:





Investment in

DISCFair Value as of October 31, 2009

$
198,030DISC common stock sold


(21,773
)Unrealized loss


(16,786
)Fair Value as of April 30, 2010

$
159,471





During the six months ended April 30, 2010, we received proceeds of approximately $29,000 on the sale of 1,036,800 shares of the 9,430,000 shares of DISC common stock we held at October 31, 2009, and recorded a net gain on such sales of approximately $7,000.  During the three months ended April 30, 2010, we received proceeds of approximately $2,000 on the sale of 101,800 shares of DISC common stock and recorded a loss on such sale of approximately $200.





Investment in Volga-Svet, Ltd





As we do not believe that we can exercise significant influence over Volga, our investment in Volga is recorded at cost of $127,500, based on the closing price of our common stock at the time of the acquisition.  As of April 30, 2010, we have not identified any events or changes in circumstances that may have a significant adverse effect on the fair value of the investment.




21




6.           INVENTORIES




Inventories consist of the following as of:





April 30, 2010

October 31, 2009Component parts

$
35,306


$
45,969Finished products


57,922



86,719$
93,228


$
132,688




7.           NET LOSS PER SHARE OF COMMON STOCK




In accordance with ASC 260, “Earnings Per Share”, basic net loss per common share (“Basic EPS”) is computed by dividing net loss by the weighted average number of common shares outstanding.  Diluted net loss per common share (“Diluted EPS”) is computed by dividing net loss by the weighted average number of common shares and dilutive common share equivalents and convertible securities then outstanding.  Diluted EPS for all periods presented is the same as Basic EPS, as the inclusion of the effect of common share equivalents then outstanding would be anti-dilutive.  For this reason, excluded from the calculation of Diluted EPS for the six-month  and three-month periods ended April 30, 2010 and 2009, were stock options to purchase 19,764,511 shares and 18,485,511 shares, respectively, and for the six-month and three-month periods ended April 30, 2010, warrants to purchase 500,000 shares.







8.           EFFECT OF RECENTLY ISSUED PRONOUNCEMENTS





In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06, which requires additional fair value disclosures.  This guidance requires reporting entities to disclose transfers in and out of Levels 1 and 2 and requires gross presentation of purchases, sales, issuances and settlements in the Level 3 reconciliation of the three-tier fair value hierarchy.  This guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements related to Level 3 activity.  Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years.  We adopted the provisions on the guidance on transfers between Levels 1 and 2 effective with the preparation of our condensed consolidated financial statements for the six months ended April 30, 2010.  The guidance on Level 3 activity is effective for our fiscal year beginning November 1, 2011.  As this guidance is only disclosure related, it will not have an impact on our financial position or results of operations.





In February 2010, the FASB issued ASU No. 2010-09 regarding subsequent events disclosure.  This guidance clarifies that an entity that is a SEC filer is not required to disclose the date through which subsequent events have been evaluated.  This guidance was effective upon issuance, and we adopted the provisions effective with the preparation of our condensed consolidated financial statements for the three months ended January 31, 2010.




22





In February 2008, the FASB issued authoritative guidance that permitted the delayed application of fair value measurement guidance for non-financial assets and liabilities that are recognized or disclosed at fair value on a non-recurring basis.  This new guidance was effective beginning with our first quarter of fiscal year 2010. The adoption of this authoritative guidance did not have any impact on our condensed consolidated financial statements.





9.           INCOME TAXES





We file Federal and New York State income tax returns.  Due to net operating losses, the statute of limitations remains open since the fiscal year ended October 31, 1995.   We account for interest and penalties related to income tax matters in selling, general and administrative expenses. There are no unrecognized benefits as of April 30, 2010 and October 31, 2009.







10.           SEGMENT INFORMATION




We follow the accounting guidance of ASC 280 “Segment Reporting” (“ASC 280”).  Reportable operating segments are determined based on management’s approach.  The management approach, as defined by ASC 280, is based on the way that the chief operating decision-maker organizes the segments within an enterprise for making operating decisions and assessing performance.  While our results of operations are primarily reviewed on a consolidated basis, the chief operating decision-maker also manages the enterprise in two segments: (i) Display Technology and (ii) Encryption Products and Services.  The following represents selected financial information for our segments for the six-month and three-month periods ended April 30, 2010 and 2009:





Segment Data

Display Technology


Encryption Productsand Services


TotalSix Months Ended April 30, 2010:Net revenue

$
300,000


$
61,395


$
361,395Net loss


(1,235,677
)


(1,542,391
)


(2,778,068
)Six Months Ended April 30, 2009:Net revenue

$
615,332



21,540


$
636,872Net loss


(1,003,642
)


(1,715,219
)


(2,718,861
)








Segment Data

Display Technology


Encryption Productsand Services


TotalThree Months Ended April 30, 2010:Net revenue

$
300,000


$
22,525


$
322,525Net loss


(444,749
)


(827,155
)


(1,271,904
)Three Months Ended April 30, 2009:Net revenue

$
250,000



12,750


$
262,750Net loss


(595,834
)


(748,317
)


(1,344,151
)




23





11.           CONTINGENCES




We are not involved in any litigation or other legal proceedings and management is not aware of any pending litigation or legal proceeding against us that would have a material adverse effect upon our results of operations or financial condition.




24





Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.





GENERAL





Our principal operations include the development, production and marketing of thin, flat, low-voltage phosphor display technology, the development of thin, flat, low-power passive display technology and the development, production and marketing of multi-functional encryption products that provide information security for domestic and international users over virtually every communications media.





We have developed an innovative new type of flat panel display technology, which is brighter, has higher contrast and consumes less power than our prior display technology.  This new proprietary display is a color phosphor based display having a unique lower voltage electron emission system to excite the color phosphors.  As with our prior display technology, the new technology emits light to display color images, such as movies from DVD players.  In addition, we are also developing another version of our new type low voltage and low power display having a different matrix configuration and phosphor excitation system.  These new type of displays are expected to be lower in cost than our prior displays.





In November 2007, we entered into a Technology License Agreement (as amended in May 2008, the “License Agreement”) with Videocon Industries Limited, an Indian company (“Videocon”).  Under the License Agreement, we provide Videocon with a non-transferable, worldwide license of our 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.  Under the terms of the License Agreement, we were scheduled to receive a license fee of $11 million from Videocon, payable in installments over a 27 month period, which commenced in May 2008 and continues until August 2010, and an agreed upon royalty from Videocon based on display sales by Videocon, which royalty will decrease after specified sales levels and time period are reached and may increase under other certain circumstances as a result of significant improvements in the Licensed Technology, as defined in the License Agreement.  In April 2008, the Indian Government approved the License Agreement.





In May 2008, we received the first installment of the license fee of $2,000,000.  In March 2009, we agreed to defer the license fee payments due from Videocon that had been scheduled to be paid in the second quarter of fiscal year 2009 and we separately agreed to reimburse Videocon $250,000 for engineering services related to improved versions of our display technology, which amount was offset against amounts due from Videocon in lieu of a cash payment.  In addition, in June 2009, we received a license fee payment from Videocon of $250,000, which was due during the quarter ended April 30, 2009 pursuant to the modified payment terms.  In August 2009, we received an additional license fee payment from Videocon of $100,000, which was due during the quarter ended July 31, 2009 pursuant to the modified payment terms.  As of October 31, 2009, we have received aggregate license fee payments of $2,600,000.  In January 2010, we agreed to defer the license fee payments due from Videocon that had been scheduled to be paid in the first quarter of fiscal year 2010.  In March 2010, we received an additional license fee payment from Videocon of $300,000, which was due during the quarter ended January 31, 2010 pursuant to the modified payment terms.  While not contemplated or required by the terms of the License Agreement, after discussions with Videocon, we agreed to the payment deferrals in light of our joint decision to jointly develop improved versions of our display technology and the additional time and effort required by Videocon and us to incorporate the developmental improvements related thereto which are aimed at reducing the power consumption, improving the reliability and lowering the fabrication cost.  However, the total amount of the payments did not change and Videocon’s obligation to make such payments continues to be subject only to CopyTele’s limited performance requirements described below and is not dependent on any specific performance standards which must be met by completion or delivery of prototypes of CopyTele’s products in the development stage. Videocon’s obligations with respect to the pre-production phase, and CopyTele’s assistance, under the License Agreement remain unaffected.  As of April 30, 2010, we have received aggregate license fee payments from Videocon of $2.9 million.  We presently anticipate that ongoing improvements to our display technology will likely result in future modifications of the timing of payments from Videocon that would materially affect in which future periods revenues from Videocon are recognized and which would delay the payment of the license fee beyond the 27 month period ending in August 2010. We cannot presently estimate specific future payments dates for the remaining $8.1 million of license fee payments; however, we are in discussion with Videocon for an additional payment.




25





Videocon is the flagship company of the Videocon Group, one of India’s leading business houses.  Videocon Group is a fully integrated consumer electronics and home appliances enterprise with backward integration in plasma panel, CRT glass, color picture tubes and other key components for the consumer electronics, home appliances and components industries.  The company also operates in the oil & gas sector. The Videocon Group has sales and service networks throughout India and operates facilities in Europe and elsewhere in the world.




We are working with Videocon to implement our technology into production display modules.  Under the License Agreement, Videocon, with our assistance, is to provide the design and process engineering required to produce such display modules and also provide all tooling and fixtures required for the production process.  The display modules consist of our low voltage phosphor displays, the attached associated driver circuits, and controller circuits.  Under the terms of the License Agreement, we are disclosing to Videocon the Licensed Technology, including any improvements, providing documentation and training of Videocon personnel, and cooperating with Videocon to jointly implement our technology prior to production to produce prototypes of such modules.  In connection with our performance requirements under the License Agreement, we are providing technical information to Videocon, so they can understand the design and fabrication processes involved in our display technology.  This includes providing the design and fabrication processes of the display components, such as the matrix which contains the structure to accommodate our electron emission technology and the color phosphors that are used to illuminate our displays.  Other components and fabrication processes include the design details of the electron emission system materials and specifications, the methods, materials and processes required to obtain a vacuum for our display operation and the methods and electronics involved to operate, test, and evaluate the performance of the display.  We and Videocon are improving the design and processes to optimize the displays performance and implement these improvements into display modules.  We are also using the assistance of Volga Svet Ltd., a Russian corporation (“Volga”) and an Asian company to implement these improvements.   Improvements to the technology are to be jointly owned by CopyTele and Videocon.




26





Under the License Agreement we continue to have the right to produce and market products utilizing the Licensed Technology.  We also continue to have the right to utilize Volga, with whom we have been working with for more than twelve years, and the Asian company, with whom we have been working with for more than six 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.




In connection with the License Agreement, Videocon and CopyTele each have the right to appoint one senior advisor to the other’s board of directors for the term of the license granted under the License Agreement.  Such appointments are limited to advise with respect to strategic planning and technology in the display field and do not grant such senior advisor any rights with respect to involvement in the overall management or operations of the Company.  While Videocon and CopyTele have made such appointments and the senior advisors from each of the companies are in communications with each other with respect to strategic planning and technology in the display field, the senior advisors have not had any interactions with the other’s board of directors and do not and have not attended any board of director meetings.  Such senior advisors do not presently intend to have any interactions with the other’s board of directors in the future.





At the same time as we entered into the License Agreement, we also entered into a Share Subscription Agreement (the “Share Subscription Agreement”) with Mars Overseas Limited, an affiliate of Videocon (“Mars Overseas”).  Under the Share Subscription Agreement, Mars Overseas purchased 20,000,000 unregistered shares of our common stock (the “CopyTele Shares”) from us for an aggregate purchase price of $16,200,000, which was valued based on the actively traded market price of our common stock.  The purchase of the CopyTele Shares pursuant to the Share Subscription Agreement closed in November 2007.  Also in November 2007, our wholly-owned British Virgin Islands subsidiary, CopyTele International Ltd. (“CopyTele International”), entered into a GDR Purchase Agreement, as amended (the “Purchase Agreement”) with Global EPC Ventures Limited (“Global”), for CopyTele International to purchase from Global 1,495,845 global depository receipts of Videocon (the “Videocon GDRs”), acquired by Global on the Luxembourg Stock Exchange for an aggregate purchase price of $16,200,000.  The price of the Videocon global depository receipts on the Luxembourg Stock Exchange is based on the underlying price of Videocon’s equity shares which are traded on stock exchanges in India with prices quoted in rupees.  The purchase of the Videocon GDRs pursuant to the Purchase Agreement closed in December 2007.  For the purpose of effecting a lock up of the Videocon GDRs and CopyTele Shares (collectively, the “Securities”) for a period of seven years, and therefore restricting both parties from selling or transferring the Securities during such period, CopyTele International and Mars Overseas entered into two Loan and Pledge Agreements in November 2007.  The Videocon GDRs are to be held as security for a loan in the 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 the principal amount of $5,000,000 from CopyTele International to Mars Overseas.   The loans are for a term of seven years and do not bear interest.  See Note 1 to the Condensed Consolidated Financial Statements.




27














28





We believe our displays could potentially have a cost similar to a CRT and thus less than current LCD (liquid crystal display) or PDP (plasma) displays, partly because our display does not contain a backlight, or color filter or polarizer, which represent a substantial portion of the cost of an LCD.




In August 2009, we entered into a development agreement with a U.S. company to provide engineering and implementation support for the development of our patented extremely low power passive monochrome or color display for use in portable devices.  This company has experience in the field involving portions of our display technology.  Our proprietary extremely low power display that we are developing, in conjunction with this U.S. company, incorporates a new micro-matrix substrate.  The display is designed to have bi-stability capability, and uses low power when an image is being created.  Once an image is created, power consumption is negligible.  The display is expected to have both monochrome and or color capability, and operate over wide temperature and environmental conditions.  The display utilizes a single substrate so that it can be extremely thin, rugged and low weight.  This display can be made in any size, is expected to be low cost, and is especially suitable for portable devices, such as, cell phones, I-phones, e-books, and other potential portable devices.  We have jointly formulated display designs and have completed simulation analyses to optimize the display configuration.




With the arrival of the rapidly expanding digital book and news media applications, in August 2009, we entered into an Engagement Agreement with ZQX Advisors, LLC (“ZQX”) to assist us in seeking business opportunities and licenses for our electrophoretic display technology (E-Paper®).  ZQX has an experienced business and legal team to assist us in this area.    Concurrently with entering into the Engagement Agreement, we acquired a 19.5% ownership interest in ZQX in exchange for 800,000 unregistered shares of our common stock and warrants to purchase an additional 500,000 unregistered shares of our common stock, of which warrants to purchase 250,000 shares are exercisable at $0.37 per share and warrants to purchase 250,000 shares are exercisable at $0.555 per share.  The warrants expire in August 2019.  We are continuing to work with ZQX and are jointly evaluating our E-Paper®patent position and establishing a plan to seek value for our E-Paper®technologies.





In September 2009, we entered into a Technology License Agreement with Volga to produce and market our thin, flat, low voltage phosphor displays in Russia.  We have been working with Volga for the past 12 years to assist us with our low voltage phosphor displays. As part of our Technology License Agreement with Volga, we anticipate receiving revenues from Volga, as it is required to purchase the matrix substrate, carbon nanotubes, and associated display electronics from us.  In addition, in September 2009, we entered into a separate agreement with Volga whereby we have obtained a 19.9% ownership interest in Volga in exchange for 150,000 unregistered shares of our common stock.




29





We continue to pursue opportunities to market our voice, fax and data encryption solutions in commercial and government markets. Our full array of hardware and software products provides security over landline and wireless telephone systems and networks.





Our operations and the achievement of our objectives in marketing, production, and research and development are dependent upon an adequate cash flow.  Accordingly, in monitoring our financial position and results of operations, particular attention is given to cash and accounts receivable balances and cash flows from operations.  Since our initial public offering, our cash flows have been primarily generated through the sales of common stock in private placements and upon exercise of stock options.  Since 1999 we have also generated limited cash flows from sales of our encryption products and services.  We are continuing to direct our domestic and international encryption marketing efforts to opportunities in both the commercial and government security markets.   In addition, in fiscal year 2008, we entered into the License Agreement with Videocon and in May 2008, we commenced receiving from Videocon license fees related to our display technology.





CRITICAL ACCOUNTING POLICES





Our condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America.  As such, we are required to make certain estimates, judgments and assumptions that management believes are reasonable based upon the information available.  These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.





We believe the following critical accounting polices affect the more significant judgments and estimates used in the preparation of our condensed consolidated financial statements.  For additional discussion on the application of these and other accounting polices, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended October 31, 2009.





Revenue Recognition














30










Investment Securities















Inventories










31




Stock Based Compensation





We account for stock options granted to employees and directors using the accounting guidance in ASC 718.  We recognize compensation expense for stock option awards on a straight-line basis over the requisite service period of the grant.  We recorded stock-based compensation expense, related to stock options granted to employees and non-employee directors, of approximately $439,000 and $401,000 during the six-month periods ended April 30, 2010 and 2009, respectively and of approximately $164,000 and $172,000, during the three-month periods ended April 30, 2010 and 2009, respectively.





We account for stock options granted to consultants using the accounting guidance under ASC 505-50. We recognized consulting expense for stock options granted to non-employee consultants during the six-month periods ended April 30, 2010 and 2009, of approximately $6,000 and $7,000, respectively, and during the three-month periods ended April 30, 2010 and 2009, of approximately $6,000 and $3,000, respectively.





We account for stock grants to employees and consultants based on their grant date fair value, in accordance with ASC 718.  We recorded stock-based compensation expense for the six-month periods ended April 30, 2010 and 2009, of approximately $995,000 and $1,172,000, respectively, and for three-month periods ended April 30, 2010 and 2009, of approximately $618,000 and $578,000, respectively, for the shares of common stock issued to employees, principally in lieu of cash compensation.  In addition, we recorded consulting expense for the six-month periods ended April 30, 2010 and 2009 of approximately $42,000 and $35,000, respectively, and for the three-month periods ended April 30, 2010 and 2009 of approximately $10,000 and $34,000, respectively, for the shares of common stock issued to consultants.





Determining the appropriate fair value model and calculating the fair value of stock-based awards requires judgment, including estimating stock price volatility, forfeiture rates and expected life.  If factors change and we employ different assumptions in the application of ASC 718 and   ASC 515-50 in future periods, the compensation expense that we record may differ significantly from what we have recorded in the current period.  See Note 2 to the Condensed Consolidated Financial Statements for additional information.





RESULTS OF OPERATIONS





Six months ended April 30, 2010 compared with six months ended April 30, 2009





Net Revenue




Net revenue decreased by approximately $276,000 in the six months ended April 30, 2010, to approximately $361,000, as compared to approximately $637,000 in the comparable prior-year period.  Revenue during the current period from display technology license fees related to the License Agreement with Videocon decreased by approximately $263,000 to $300,000, as compared to approximately $563,000 in the comparable prior-year period.  See “- General” above in this Item 2.  Revenue from display technology engineering services decreased from $52,000 in the comparable prior-year period to none in the current year period.  The revenue from display technology engineering services resulted from engineering services billed to Volga.  Revenue from sales of encryption products increased by approximately $39,000 in the six months ended April 30, 2010, to approximately $61,000, as compared to approximately $22,000 in the comparable prior-year period.  Our encryption revenue has been limited and is sensitive to individual large transactions.






32




Cost of Encryption Products Sold




The cost of encryption products sold increased by approximately $35,000 in the six months ended April 30, 2010, to approximately $41,000, as compared to approximately $6,000 in the comparable prior-year period.  The cost of encryption products sold in the six months ended April 30, 2010 includes a provision for excess inventory of approximately $24,000.  The cost of encryption products shipped in the current period increased to approximately $17,000, as compared to approximately $6,000 in the comparable prior-year period, due to an increase in unit shipments of encryption products and shipments in the prior period including units which had been reserved for as excess inventory and therefore had a cost basis of zero.





Cost of Display Engineering Services




The cost of display engineering services decreased to none in the six months ended April 30, 2010, as compared to approximately $18,000 in the comparable prior year period, as there was no revenue from display engineering services in the current year period.





Research and Development Expenses




Research and development expenses decreased by approximately $338,000 in the six months ended April 30, 2010, to approximately $1,546,000, from approximately $1,884,000 in the comparable prior-year period.  The decrease in research and development expenses was principally due to a decrease in outside research and development costs of approximately $264,000, which primarily resulted from engineering services performed by Videocon in the prior period related to improved versions of our display, a decrease of approximately $72,000 in employee compensation and related costs, a decrease in travel expense of approximately $42,000, offset by an increase in outside consulting services of approximately $27,000 and costs reclassified as of engineering services of approximately $18,000 related to the display technology engineering services billed to Volga in the prior period.





Selling, General and Administrative Expenses




Selling, general and administrative expenses increased by approximately $135,000 to approximately $1,625,000 in the six months ended April 30, 2010, from approximately $1,490,000 in the comparable prior-year period.  The increase in selling, general and administrative expenses was principally due to an increase in employee stock option compensation expense of approximately $39,000, an increase in travel expense of approximately $38,000, an increase in legal and auditing fees of approximately $30,000 and an increase in Delaware franchise taxes and withholding taxes in India on increased dividends received from Videocon of approximately $18,000.








33





Dividend Income





Dividend income, which we received in connection with the Videocon GDRs we acquired in December 2007, increased by approximately $39,000 to approximately $68,000 in the six months ended April 30, 2010, compared to approximately $29,000 in the comparable prior-year period.  The increase in dividend income was due to an increase in the dividend rate paid by Videocon.





Interest Income




Interest income was approximately $5,000 in the six months ended April 30, 2010, compared to approximately $12,000 in the comparable prior-year period.  The decrease in interest income was primarily the result of a reduction in short term interest rates.





Three months ended April 30, 2010 compared with three months ended April 30, 2009





Net Revenue




Net revenue increased by approximately $60,000 in the three months ended April 30, 2010, to approximately $323,000, as compared to approximately $263,000 in the comparable prior-year period.  Revenue during the current period from display technology license fees related to the License Agreement with Videocon increased by $50,000 to $300,000, as compared to $250,000 in the comparable prior-year period.   See “- General” above in this Item 2.  Revenue from sales of encryption products increased by approximately $10,000 in the three months ended April 30, 2010, to approximately $23,000, as compared to approximately $13,000 in the comparable prior-year period.  Our encryption revenue has been limited and is sensitive to individual large transactions.




Cost of Encryption Products Sold




The cost of encryption products sold increased by approximately $15,000 in the three months ended April 30, 2010, to approximately $19,000, as compared to approximately $4,000 in the comparable prior-year period.  The cost of encryption products sold in the three months ended April 30, 2010 includes a provision for excess inventory of approximately $13,000.  The cost of encryption products shipped in the current period increased to approximately $6,000, as compared to approximately $4,000 in the comparable prior-year period, due to an increase in unit shipments of encryption products.





Research and Development Expenses




Research and development expenses decreased by approximately $213,000 in the three months ended April 30, 2010, to approximately $849,000 from approximately $1,062,000 in the comparable prior-year period.  The decrease in research and development expenses was principally due to a decrease in outside research and development costs of approximately $284,000, which primarily resulted from engineering services performed by Videocon in the prior period related to improved versions of our display, offset by an increase of approximately $36,000 in employee compensation and related costs,  an increase in patent-related expenses of approximately $18,000 and by an increase in outside consulting services of approximately $17,000.






34




Selling, General and Administrative Expenses




Selling, general and administrative expenses increased by approximately $220,000 to approximately $795,000 in the three months ended April 30, 2010, from approximately $575,000 in the comparable prior-year period.  The increase in selling, general and administrative expenses was principally due to an increase in employee compensation and related costs of approximately $64,000, an increase in travel expense of approximately $33,000, an increase in legal and auditing fees of approximately $91,000 and an increase Delaware franchise taxes and withholding taxes in India on increased dividends received from Videocon of approximately $15,000.





Dividend Income





Dividend income, which we received in connection with the Videocon GDRs we acquired in December 2007, increased by approximately $39,000 to approximately $68,000 in the three months ended April 30, 2010, compared to approximately $29,000 in the comparable prior-year period.  The increase in dividend income was due to an increase in the dividend rate paid by Videocon.





Interest Income




Interest income was approximately $300 in the three months ended April 30, 2010, compared to approximately $5,000 in the comparable prior-year period.  The decrease is due to a reduction in prevailing interest rates.





LIQUIDITY AND CAPITAL RESOURCES





Since our inception, we have met our liquidity and capital expenditure needs primarily through the proceeds from sales of common stock in our initial public offering, in private placements, upon exercise of warrants issued in connection with the private placements and initial public offering, and upon the exercise of stock options.  In addition, commencing in the fourth quarter of fiscal 1999, we have generated limited cash flows from sales of our encryption products and in May 2008, we began receiving license fees related to our display technology from Videocon pursuant to the License Agreement.





During the six months ended April 30, 2010, our cash used in operating activities was approximately   $1,260,000. This resulted from payments to suppliers, employees and consultants of approximately $1,691,000, which was offset by cash of approximately $54,000 received from collections of accounts receivable related to sales of encryption products, $300,000 received from display technology licensing fee, approximately $68,000 of dividend income received and approximately $9,000 of interest income received.  Our cash provided by investing activities during the six months ended April 30, 2010 was approximately $29,000, which resulted from purchases of short-term U.S. government securities of approximately $750,000, offset by $750,000 received upon maturities of short-term investments consisting of U.S. government securities and approximately $29,000 received upon the sale of Digital Info Security Co. Inc. common stock.  Our cash provided by financing activities during the six months ended April 30, 2010 was $854,000, which resulted from cash received upon the exercise of stock options.  As a result, our cash, cash equivalents, and investments in U.S. government securities at April 30, 2010 decreased to approximately $1,825,000 from approximately $2,201,000 at October 31, 2009.






35




Net accounts receivable increased by approximately $7,000 from approximately $1,000 at October 31, 2009, to approximately $8,000 at April 30, 2010, as a result of the timing of receipts.  Inventories decreased by approximately $40,000 from approximately $133,000 at October 31, 2009 to approximately $93,000 at April 30, 2010, as a result of the timing of shipments and production schedules and a provision for excess inventory of approximately $24,000 during the six months ended April 30, 2010.  Investment in Videocon is recorded at fair value and increased to approximately $7,898,000 at April 30, 2010 from approximately $7,105,000 at October 31, 2009, as a result of an increase in the price of Videocon’s GDRs which are listed on the Luxembourg Stock Exchange.  Investment in DISC is recorded at fair value and decreased to approximately $159,000 at April 30, 2010 from approximately $198,000 at October 31, 2009, as a result of a reduction in the price of DISC common shares, which are traded on the over the counter market (and quoted on the Pink Sheets), and our sale of 1,036,800 shares of the 9,430,000 shares of DISC common stock we held at October 31, 2009.  Accounts payable and accrued liabilities decreased by approximately $7,000 from approximately $396,000 at October 31, 2009 to approximately $389,000 at April 30, 2010, as a result the timing of payments.  Loan payable, which is due in December 2014, remained at $5,000,000 at April 30, 2010 and October 31, 2009.  Loan receivable, which is classified as a contra-equity in the accompanying condensed consolidatedbalance sheet and is due in December 2014, remained at $5,000,000 at April 30, 2010 and October 31, 2009.  The loan payable and loan receivable related to the transactions with Mars Overseas and Global are more fully discussed in “- General” above in this Item 2.  As a result of these changes, working capital at April 30, 2010 decreased to approximately $1,584,000 from approximately $2,000,000 at the end of fiscal year 2009.





Our working capital includes inventory of approximately $93,000 at April 30, 2010.  Management has recorded our inventory at the lower of cost or our current best estimate of net realizable value.  To date, sales of our products have been limited.  Accordingly, we can give no assurance that we will not be required to reduce the selling price of our inventory below our current carrying value.





In May 2008, we received the first installment of the license fee of $2,000,000.  In March 2009, we agreed to defer the license fee payments due from Videocon that had been scheduled to be paid in the second quarter of fiscal year 2009 and we separately agreed to reimburse Videocon $250,000 for engineering services related to improved versions of our display technology, which amount was offset against amounts due from Videocon in lieu of a cash payment.  In addition, in June 2009, we received a license fee payment from Videocon of $250,000, which was due during the quarter ended April 30, 2009 pursuant to the modified payment terms.  In August 2009, we received an additional license fee payment from Videocon of $100,000, which was due during the quarter ended July 31, 2009 pursuant to the modified payment terms.  As of October 31, 2009, we have received aggregate license fee payments of $2,600,000.  In January 2010, we agreed to defer the license fee payments due from Videocon that had been scheduled to be paid in the first quarter of fiscal year 2010.  In March 2010, we received an additional license fee payment from Videocon of $300,000, which was due during the quarter ended January 31, 2010 pursuant to the modified payment terms.  While not contemplated or required by the terms of the License Agreement, after discussions with Videocon, we agreed to the payment deferrals in light of our joint decision to jointly develop improved versions of our display technology and the additional time and effort required by Videocon and us to incorporate the developmental improvements related thereto which are aimed at reducing the power consumption, improving the reliability and lowering the fabrication cost.  However, the total amount of the payments did not change and Videocon’s obligation to make such payments continues to be subject only to CopyTele’s limited performance requirements described below and is not dependent on any specific performance standards which must be met by completion or delivery of prototypes of CopyTele’s products in the development stage. Videocon’s obligations with respect to the pre-production phase, and CopyTele’s assistance, under the License Agreement remain unaffected.  As of April 30, 2010, we have received aggregate license fee payments from Videocon of $2.9 million.  We presently anticipate that ongoing improvements to our display technology will likely result in future modifications of the timing of payments from Videocon that would materially affect in which future periods revenues from Videocon are recognized and which would delay the payment of the license fee beyond the 27 month period ending in August 2010.  We cannot presently estimate specific future payments dates for the remaining $8.1 million of license fee payments; however, we are in discussion with Videocon for an additional payment.




36




We are working with Videocon to implement our technology into production display modules.  Under the License Agreement, Videocon, with our assistance, is to provide the design and process engineering required to produce such display modules and also provide all tooling and fixtures required for the production process.  The display modules consist of our low voltage phosphor displays, the attached associated driver circuits, and controller circuits.  Under the terms of the License Agreement, we are disclosing to Videocon the Licensed Technology, including any improvements, providing documentation and training of Videocon personnel, and cooperating with Videocon to jointly implement our technology prior to production to produce prototypes of such modules.  In connection with our performance requirements under the License Agreement, we are providing technical information to Videocon, so they can understand the design and fabrication processes involved in our display technology.  This includes providing the design and fabrication processes of the display components, such as the matrix which contains the structure to accommodate our electron emission technology and the color phosphors that are used to illuminate our displays.  Other components and fabrication processes include the design details of the electron emission system materials and specifications, the methods, materials and processes required to obtain a vacuum for our display operation and the methods and electronics involved to operate, test, and evaluate the performance of the display.  We and Videocon are improving the design and processes to optimize the displays performance and implement these improvements into display modules.  We are also using the assistance of Volga and the Asian company to implement these improvements.  Improvements to the technology are to be jointly owned by CopyTele and Videocon.





Total employee compensation expense for the six-month periods ended April 30, 2010 and 2009 was approximately $1,876,000 and $1,922,000, respectively, and for the three-month periods ended April 30, 2010 and 2009 was approximately $1,038,000 and $938,000, respectively.  During the six-month periods ended April 30, 2010 and 2009, a significant portion of employee compensation consisted of the issuance of stock and stock options to employees in lieu of cash compensation.  During the six-month periods ended April 30, 2010 and 2009, we issued 2,131,505 shares and 3,722,825 shares, respectively, of common stock to certain employees for services rendered.  We recorded stock-based compensation expense for the six-month periods ended April 30, 2010 and 2009 of approximately $995,000 and $1,172,000, respectively, and for the three-month periods ended April 30, 2010 and 2009 of approximately $618,000 and $578,000, respectively, for shares of common stock issued to employees.  In addition, during the six-month periods ended April 30, 2010 and 2009, we granted to employees and directors stock options to purchase 1,600,000 shares and 2,710,000 shares, respectively.  We recorded stock-based compensation expense, related to stock options granted to employees and non-employee directors, of approximately $439,000 and $401,000, during the six-month periods ended April 30, 2010 and 2009, respectively, and of approximately $164,000 and $172,000, during the three-month periods ended April 30, 2010 and 2009, respectively.  It is management’s intention to continue to compensate employees and directors by issuing stock or stock options.







37




During the six-month periods ended April 30, 2010 and 2009, we issued 79,605 shares and 116,792 shares, respectively, of common stock to non-employee consultants for services rendered.  We recorded consulting expense for the six-month periods ended April 30, 2010 and 2009 of approximately $42,000 and $35,000, respectively, and for the three-month periods ended April 30, 2010 and 2009 of approximately $10,000 and $34,000, respectively, for shares of common stock issued to consultants.  In addition, during the six-month periods ended April 2010 and 2009, we granted to consultants options to purchase 10,000 shares and -0- shares, respectively.  We recorded consulting expense related to the stock options granted to the consultant of approximately $6,000 and $7,000 for the six-month periods ended April 30 2010 and 2009, respectively, and $6,000 and $3,000 for the three-month periods ended April 30, 2010 and 2009 respectively.  Consulting expense related to stock options in 2009 represented the amortization of compensation cost for stock options granted in prior periods but not yet vested.  It is also management’s intention to continue to compensate consultants, when possible, by issuing stock or stock options.





During the six-month periods ended April 30, 2010 and 2009, stock options to purchase 1,665,000 shares and 2,700,000 shares, respectively, of common stock were exercised with aggregate proceeds of $854,000 and approximately $757,000, respectively.





We believe that our existing cash, cash equivalents, and investments in U.S. government securities, together with cash flows from expected sales of our encryption products and revenue relating to our thin, flat, low-voltage phosphor display technology, and other potential sources of cash flows, but without regard to the timing or amount of license fees and royalties from Videocon, will be sufficient to enable us to continue our marketing, production, and research and development activities for at least 12 months.   We have not currently identified any specific use for the license fee or royalty payments, if any, that we may receive from Videocon and any such payments will be available for general corporate purposes or such other uses as our management may determine.  Pending their use, any payments received from Videocon will be invested in short-term, interest-bearing securities.  However, our projections of future cash needs and cash flows may differ from actual results.  If current cash and cash that may be generated from operations are insufficient to satisfy our liquidity requirements, we may seek to sell debt or equity securities or to obtain a line of credit.  The sale of additional equity securities or convertible debt could result in dilution to our stockholders.  It is also management’s intention to continue to compensate employees and consultants by issuing stock or stock options.  We currently have no arrangements with respect to additional financing.  We can give no assurances that we will generate sufficient revenues in the future (through sales, license fees and royalties, or otherwise) to satisfy our liquidity requirements or sustain future operations, that our production capabilities will be adequate, that other products will not be produced by other companies that will render our products obsolete, or that other sources of funding, such as sales of equity or debt, would be available, if needed, on favorable terms or at all.  If we cannot obtain such funding if needed, we would need to curtail or cease some or all of our operations.






38




We are seeking to improve our liquidity through increased sales or license of products and technology.  In an effort to generate sales, we have marketed our encryption products directly to U.S. and international distributors, dealers and original equipment manufacturers that market our encryption products and to end-users.  In fiscal 2008, we entered into the License Agreement with Videocon. As of April 30, 2010, we received aggregate license fee payments of $2,900,000.  During the six months ended April 30, 2010, we have recognized revenue from sales of encryption products of approximately $61,000 and revenue from display technology license fee of $300,000.





The following table presents our expected cash requirements for contractual obligations outstanding as of April 30, 2010:





Payments Due by PeriodContractual Obligations

Less

than

1 year


1-3

years


4-5

years


After

5 years


TotalConsulting

Agreement

$
128,000


$
-


$
-


$
-


$
128,000Noncancelable Operating Leases

$
301,000


$
178,000



-



-


$
479,000Secured Loan Obligation to Mars Overseas


-



-



5,000,000



-


$
5,000,000Total Contractual

Cash Obligations

$
429,000


$
178,000


$
5,000,000


$
-


$
5,607,000








EFFECT OF RECENTLY ISSUED PRONOUNCEMENTS





Refer to Note 8 to the Condensed Consolidated Financial Statements – “Effect of Recent Pronouncements” for discussion regarding the impact of recently adopted accounting standards as well as the impact of accounting standards that were recently issued but not yet effective, on our consolidated financial statements.





39





FORWARD-LOOKING STATEMENTS





Information included in this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results.  We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “will” and similar expressions to identify forward-looking statements.  Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements.  These risks, uncertainties and factors include, but are not limited to, those factors set forth in Part II, Item 1A – “Risk Factors” below and Note 1 to the Condensed Consolidated Financial Statements. You should read this discussion and analysis along with our Annual Report on Form 10-K for the year ended October 31, 2009, as amended by Amendment No. 1 on Form 10-K/A and the condensed consolidated financial statements included in this Report.   We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Report.





Item 3.  Quantitative and Qualitative Disclosures About Market Risk.





As of April 30, 2010, we had invested a portion of our cash on hand in short-term, fixed rate and highly liquid instruments that have historically been reinvested when they mature throughout the year.  Although our existing short-term instruments are not considered at risk with respect to changes in interest rates or markets for these instruments, our rate of return on these securities could be affected at the time of reinvestment, if any.





At April 30, 2010, our investment in Videocon GDRs is recorded at fair value of approximately $7,898,000, including a write-down of approximately $9,095,000 during fiscal year 2009 as a result of an other than temporary impairment and an unrealized gain of approximately $793,000 as of April 30, 2010, and has exposure to price risk.  The fair value of the Videocon GDRs is based on the price on the Luxembourg Stock Exchange, which price is based on the underlying price of Videocon’s equity shares which are traded on stock exchanges in India with prices quoted in rupees.  Accordingly, the fair value of the Videocon GDRs is subject to price risk and foreign exchange risk.  The potential loss in fair value resulting from a hypothetical 10% adverse change in prices of Videocon equity shares quoted by Indian stock exchanges and in foreign currency exchange rates, as of April 30, 2010 amounts to approximately $790,000.





Our investment in DISC common stock at April 30, 2010 is recorded at fair value of approximately $159,000 including a write-down of approximately $124,000 during fiscal year 2009 as a result of an other than temporary impairment and an unrealized loss of approximately $17,000 as of April 30, 2010, and has exposure to price risk.  DISC’s common stock is not registered under the Securities Exchange Act of 1934, but is quoted on the Pink Sheets.  Accordingly, the fair value of DISC’s common stock is subject to price risk.  The potential loss in fair value resulting from a hypothetical 10% adverse change in price of this investment, as of April 30, 2010 amounts to approximately $16,000.






40




Item 4.  Controls and Procedures.





We carried out an evaluation, under the supervision and with the participation of our management including our Chairman of the Board and Chief Executive Officer and our Vice President – Finance and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13-15(b) of the Securities Exchange Act of 1934, as amended.  Based upon that evaluation, our Chairman of the Board and Chief Executive Officer and our Vice President – Finance and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.





There was no change in our internal control over financial reporting during the quarter ended April 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.






41




PART II.  OTHER INFORMATION





Item 1.Legal Proceedings.  None





Item 1A.  Risk Factors.





·
Future modifications of the timing of payments of our license agreement with Videocon could occur that might materially affect which future periods in which revenues are recognized.





Under the License Agreement, we were scheduled to receive a license fee of $11 million from Videocon, payable in installments over a 27 month period, which commenced in May 2008 and continues until August 2010.   We agreed to defer the license fee payments due from Videocon that had been schedule to be paid in the second quarter of fiscal year 2009 and the first quarter of fiscal year 2010. As of April 30, 2010, we have received aggregate license fee payments from Videocon of $2.9 million.  We presently anticipate that ongoing improvements to our display technology will likely result in future modifications of the timing of payments from Videocon that would materially affect in which future periods revenues from Videocon are recognized and which would delay the payment of the license fee beyond the 27 month period ending in August 2010.  We cannot presently estimate specific future payments dates for the remaining $8.1 million of license fee payments; however, we are in discussion with Videocon for a payment during the quarter ended July 31, 2010 and for the balance to be evaluated by August 31, 2010.





Except as set forth above, there have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended October 31, 2009, as amended by Amendment No. 1 on Form 10-K/A.





Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.None





Item 3.Defaults Upon Senior Securities.None





Item 5.Other Information.None





Item 6.  Exhibits.





10.21           Modification Letter, dated March 11, 2009, from CopyTele, Inc. to Videocon Industries Limited with respect to the Amended and Restated Technology License Agreement, dated May 16, 2008 (filed herewith).





10.22           Modification Letter, dated January 13, 2010, from CopyTele, Inc. to Videocon Industries Limited with respect to the Amended and Restated Technology License Agreement, dated May 16, 2008, (filed herewith).





31.1           Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated June 14, 2010.






42




31.2           Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated June 14, 2010.





32.1           Statement of Chief Executive Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated June 14, 2010.





32.2           Statement of Chief Financial Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated June 14, 2010.














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, thereunto duly authorized.




COPYTELE, INC.By:
/s/ Denis A. KrusosDenis A. KrusosChairman of the Board andChief Executive OfficerJune 14, 2010
(Principal Executive Officer)







By:
/s/ Henry P. HermsHenry P. HermsVice President - Finance andChief Financial Officer (PrincipalJune 14, 2010
Financial and Accounting Officer)