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GENTEX CORPORATION FORM S-8
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As filed with the Securities and Exchange Commission on ___________, 2002 - Registration No. 333-________ </FONT></P>

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SECURITIES AND EXCHANGE COMMISSION</FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>Washington, D.C. 20549</FONT></H1>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=5>FORM S-8</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>REGISTRATION STATEMENT<BR>

UNDER<BR> THE SECURITIES ACT OF 1933</FONT></H1>
<BR>

<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=5><B>GENTEX CORPORATION</B></FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>(Exact name of registrant as specified in its charter)</FONT></P>

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           <B>Michigan</B><BR>
(State or other jurisdiction of<BR>
incorporation or organization)
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<B>38-2030505</B><BR>
(I.R.S. Employer Identification No.)<BR>&nbsp;</TD>
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<B>600 N. Centennial Street, Zeeland, Michigan </B><BR>
  (Address of Principal Executive Offices)
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<B>49464</B><BR>
(Zip Code)</TD>
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<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
<B>Gentex Corporation 2002 Nonemployee Director Stock Option Plan</B><BR>

                                              (Full Title of the Plan)</FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Enoch Jen, 600 N. Centennial Street, Zeeland, Michigan 49464&nbsp;&nbsp;&nbsp; (616) 772-1800</B><BR>

                   (Name, address and telephone number, including area code of agent for service)</FONT></P>

<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Copies of Communications to:</B><BR>

                                                Joseph B. Levan<BR>
                                      Varnum, Riddering, Schmidt &amp; Howlett LLP<BR>
                                        333 Bridge Street, N.W., P.O. Box 352<BR>
                                          Grand Rapids, Michigan 49501-0352<BR>
                                                   (616) 336-6000</FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CALCULATION OF REGISTRATION FEE</FONT></H1>

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    <B>Title of<BR>
Securities to be<BR>
   Registered</B>
 </TD>
<TD width=18%>
<B>Amount to be<BR>
 Registered </B>
 </TD>
<TD width=18%>
   <B>Proposed<BR> Maximum<BR>
Offering Price<BR>
 Per Share</B>
 </TD>
<TD width=18%>
   <B>Proposed<BR>
    Maximum  <BR>
   Aggregate  <BR>
Offering Price</B>
</TD>
<TD width=18%>
   <B>Amount of<BR>
Registration Fee</B>
</TD>
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Common Stock<BR>
($.06 par value)
 </TD>
<TD width=18%>
500,000 Shares(1)
 </TD>
<TD width=18% align=center>
$29.125(2)
 </TD>
<TD width=18% align=center>
$14,562,500.00(2)
</TD>
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$1,339.75
</TD>
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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
The  number of shares of  capital  Common  Stock set forth is the number of shares  available  for the grant of stock  options
         under the Gentex Corporation 2002 Nonemployee Director Stock Option Plan.</FONT></TD>
</TR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
For the purpose of computing  the  registration  fee only,  the price shown is based upon the price of $29.125 per share,  the
         average of the high and low prices  for the  Common  Stock of Gentex  Corporation  in the  NASDAQ  National  Market  System on
         November 26, 2002, in accordance with Rule 457(h). </FONT></TD>
</TR>
</table>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Pursuant to Rule 416(a) of the
General Rules and Regulations under the Securities Act of 1933, this Registration
Statement shall cover such additional securities as may be offered or issued to prevent
dilution resulting from stock splits, stock dividends, or similar transactions. </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Exhibit Index is located on page
5 of this Registration Statement. This Registration Statement contains a total of 7 pages. </FONT></P>

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<P ALIGN=right><FONT FACE="Times New Roman, Times, Serif" SIZE=3>  </FONT></P>
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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT </FONT></H1>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 3.&nbsp;&nbsp; Incorporation of Documents
by Reference </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Company&#146;s Annual Report on
Form 10-K for the fiscal year ended December 31, 2001, which has been filed by the Company
with the Commission, is incorporated herein by reference. All other reports or documents
filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the &#147;Exchange Act&#148;) since the end of the fiscal year covered by the
above-mentioned Annual Report on Form 10-K are incorporated herein by reference. All other
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein and to be
part hereof from the date of filing of such documents. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The description of the Company&#146;s
Common Stock is contained in the Company&#146;s registration statement filed pursuant to
Section 12 of the Exchange Act and is incorporated herein by reference, including any
subsequent amendments or reports filed for the purpose of updating such description. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 4.&nbsp;&nbsp; Description of
Securities </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The class of securities to be offered
is registered under Section 12 of the Exchange Act. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 5.&nbsp;&nbsp; Interests of
Named Experts and Counsel </FONT></H1>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Not applicable. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 6.&nbsp;&nbsp; Indemnification
of Directors and Officers </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Directors, officers, and employees of
the Company and persons serving at its request as directors, officers, or employees of
another corporation or enterprise are entitled to indemnification as provided in the
Articles of Incorporation of the Company, which provide for indemnification to the fullest
extent permitted under the Michigan Business Corporation Act. That Act grants the Company
broad powers to indemnify officers, directors, and other agents of the Company in
connection with legal proceedings brought against such person by reason of his or her
present or past status as an officer or director of the Company. In addition, all of the
directors of the Company are entitled to indemnification under separate indemnification
agreements between the Company and such directors, the form of which was approved by the
shareholders of the Company. These provisions are broad enough to permit indemnification
of such persons for liabilities arising under the Securities Act of 1933 (to the extent
such indemnification would otherwise be legally permissible). </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 7.&nbsp;&nbsp; Exemption from
Registration Claimed </FONT></H1>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Not applicable. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 8.&nbsp;&nbsp; Exhibits </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Reference is made to the Exhibit
Index which appears on Page 5. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 9.&nbsp;&nbsp; Undertakings </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The undersigned registrant hereby
undertakes: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(1)&nbsp;&nbsp;&nbsp;&nbsp;
          To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(i)&nbsp;&nbsp;&nbsp;&nbsp;
          To include any prospectus required by Section 10(a)(3) of the Securities Act of
          1933; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(ii)&nbsp;&nbsp;&nbsp;
          To reflect in the prospectus any facts or events arising after the effective
          date of the Registration Statement (or the most recent post-effective amendment
          thereof) which, individually or in the aggregate, represents a fundamental
          change in the information set forth in the Registration Statement; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(iii)&nbsp;&nbsp;
          To include any material information with respect to the plan of distribution not
          previously disclosed in the Registration Statement or any material change to
          such information in the Registration Statement; provided, however, that
          paragraphs (1)(i) and (1)(ii) do not apply if information required to be
          included in a post-effective amendment by those paragraphs is contained in
          periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
          of the Securities Exchange Act of 1934 that are incorporated by reference in the
          Registration Statement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(2)&nbsp;&nbsp;&nbsp;&nbsp;
          That, for the purpose of determining any liability under the Securities Act of
          1933, each such post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered therein, and the
          offering of such securities at that time shall be deemed to be the initial bona
          fide offering thereof. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(3)&nbsp;&nbsp;&nbsp;&nbsp;
          To remove from registration by means of a post-effective amendment any of the
          securities being registered which remain unsold at the termination of the
          offering. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant&#146;s annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan&#146;s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by
a director, officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue. </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>SIGNATURES </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused the Registration Statement to be singed on its behalf by the
undersigned, thereunto duly authorized, in the City of Grand Rapids, State of Michigan, on
the 26th day of November, 2002. </FONT></P>

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<TD width=40%>&nbsp; </TD>
<TD width=60%><B>GENTEX CORPORATION </B><BR>
<BR>&nbsp;</TD>
</TR>
</TABLE>

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<TR valign=top>
<TD width=42%>&nbsp; </TD>
<TD width=5%>By</TD>
<TD width=53%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ Fred Bauer
<hr size=1 noshade>
Fred Bauer, Chairman and Chief Executive Officer<BR>
<BR>&nbsp; </TD>
</TR>

<TR valign=top>
<TD width=42%>&nbsp; </TD>
<TD width=5%>By</TD>
<TD width=53%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ Enoch Jen
<hr size=1 noshade>
Enoch Jen, Vice President, Finance and Principal<BR>
Financial Officer and Accounting Officer
<BR>&nbsp; </TD>
</TR>
</TABLE>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>POWER OF ATTORNEY </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>KNOW
ALL MEN BY THESE PRESENTS</B>, that each person whose signature appears below constitutes
and appoints Kenneth LaGrand and Enoch Jen, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post- effective amendments) to this Registration Statement and to
file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing required and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been
signed below on November 26, 2002, by the following persons in the capacities indicated. </FONT></P>

<BR><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>

<TR VALIGN=top>
     <TD WIDTH=45% ALIGN=LEFT>/s/ Fred Bauer
<HR NOSHADE COLOR=Black SIZE=1>
Fred Bauer, Director</TD>
     <TD WIDTH=10% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;</FONT></TD>
     <TD WIDTH=45% ALIGN=LEFT>/s/ Kenneth LaGrand
<HR NOSHADE COLOR=Black SIZE=1>
Kenneth LaGrand, Director<BR><BR>&nbsp;</TD>
     </TR>

<TR VALIGN=top>
     <TD WIDTH=45% ALIGN=LEFT>/s/ Ted Thompson
<HR NOSHADE COLOR=Black SIZE=1>
Ted Thompson, Director</TD>
     <TD WIDTH=10% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;</FONT></TD>
     <TD WIDTH=45% ALIGN=LEFT>/s/ Mickey E. Fouts
<HR NOSHADE COLOR=Black SIZE=1>
Mickey E. Fouts, Director<BR><BR>&nbsp;</TD>
     </TR>

<TR VALIGN=top>
     <TD WIDTH=45% ALIGN=LEFT>/s/ Leo L. Weber
<HR NOSHADE COLOR=Black SIZE=1>
Leo L. Weber, Director</TD>
     <TD WIDTH=10% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;</FONT></TD>
     <TD WIDTH=45% ALIGN=LEFT>/s/ Arlyn Lanting
<HR NOSHADE COLOR=Black SIZE=1>
Arlyn Lanting, Director<BR><BR>&nbsp;</TD>
     </TR>

<TR VALIGN=top>
     <TD WIDTH=45% ALIGN=LEFT>/s/ John Mulder
<HR NOSHADE COLOR=Black SIZE=1>
John Mulder, Director</TD>
     <TD WIDTH=10% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;</FONT></TD>
     <TD WIDTH=45% ALIGN=LEFT>/s/ Fred Sotok
<HR NOSHADE COLOR=Black SIZE=1>
Fred Sotok, Director<BR><BR>&nbsp;</TD>
     </TR>
</TABLE>




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<BR>
<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3> 4 </FONT></P>
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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>EXHIBIT INDEX </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following exhibits are filed as a part of the Registration Statement pursuant to Item 8: </FONT></P>
<BR>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=640 ALIGN=CENTER>
<TR valign=top>
<TD width=20% align=center><B><U>Exhibit No. </U></B></TD>
<TD WIDTH="70%" ALIGN="CENTER"><B><U>Description </U></B></TD>
<TD WIDTH="10%" ALIGN="CENTER"><B><U>Page </U></B><BR>&nbsp;</TD>
</TR>

<TR valign=top>
<TD>Exhibit 4</TD>
<TD>The  description  of the  Company's  Common  Stock  is  contained  in the
                          Company's  Registration  Statement  filed  pursuant  to Section 12 of the
                          Exchange  Act and is  incorporated  herein by  reference,  including  any
                          subsequent  amendments  or reports filed for the purpose of updating such
                          description.<BR>&nbsp;</TD>
<TD align=center>-----<BR>&nbsp;</TD>
</TR>

<TR valign=top>
<TD>Exhibit 5</TD>
<TD>Opinion of Varnum, Riddering, Schmidt &amp; Howlett LLP<BR>&nbsp;</TD>
<TD align=center>6<BR>&nbsp;</TD>
</TR>

<TR valign=top>
<TD>Exhibit 15</TD>
<TD>Not applicable</TD>
<TD align=center>-----<BR>&nbsp;</TD>
</TR>

<TR valign=top>
<TD>Exhibit 23(a)</TD>
<TD>Consent of Ernst &amp; Young LLP</TD>
<TD align=center>7<BR>&nbsp;</TD>
</TR>

<TR valign=top>
<TD>Exhibit 23(b)</TD>
<TD>Consent of Varnum, Riddering, Schmidt &amp; Howlett LLP
                          (included in Exhibit 5)<BR>&nbsp;</TD>
<TD align=center>-----<BR>&nbsp;</TD>
</TR>

<TR valign=top>
<TD>Exhibit 24</TD>
<TD>Power of Attorney (included on Page 3 hereof)<BR>&nbsp;</TD>
<TD align=center>-----<BR>&nbsp;</TD>
</TR>
</TABLE>


<BR><BR><BR><BR><BR>

<BR>
<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3> 5 </FONT></P>
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<A NAME=A018></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>EXHIBIT 5 </FONT></P>

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<A NAME=A019></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>OPINION OF VARNUM,
RIDDERING, SCHMIDT &amp; HOWLETT LLP </FONT></P>
<BR><BR>
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<A NAME=A020></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>November 26, 2002 </FONT></P>
<BR><BR>
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<A NAME=A021></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Gentex Corporation600 <BR>North
Centennial Street<BR> Zeeland, MI 49464 </FONT></P>

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<A NAME=A023></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Gentlemen: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>With respect to the Registration
Statement on Form S-8 (the &#147;Registration Statement&#148;) filed by Gentex
Corporation, a Michigan corporation (the &#147;Company&#148;), with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of 1933
500,000 shares of its common stock, par value $.06 per share, to be issued pursuant to the
Company&#146;s 2002 Nonemployee Director Stock Option Plan (the &#147;Plan&#148;), we have
examined such documents and questions of law as we consider necessary or appropriate for
the purpose of giving this opinion. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>On the basis of such examination, we
advise you, that in our opinion, the 500,000 shares covered by the Registration Statement,
upon the granting of options at the price described in the Registration Statement, but in
no event for less than the par value thereof and upon delivery of such shares and payment
therefor in accordance with the terms stated in the Plan and the Registration Statement,
will be legally issued and fully paid and non-assessable. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement. In giving this consent, we do
not thereby admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Exchange Act of 1933, as amended, or under the rules and
regulations of the Securities and Exchange Commission. </FONT></P>

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<A NAME=A024></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Very truly yours, </FONT></P>
<BR>
<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A025></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ Varnum, Riddering,
Schmidt &amp; Howlett LLP </FONT></P>
<br>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Varnum, Riddering,
Schmidt &amp; Howlett LLP </FONT></P>


<BR><BR><BR><BR><BR>


<BR>
<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3> 6 </FONT></P>
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<A NAME=A026></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>EXHIBIT 23(a) </FONT></P>


<BR><BR>
<BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>CONSENT OF INDEPENDENT
AUDITORS </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>We consent to the incorporation by reference
in the Form S-8 Registration Statement pertaining to the Gentex Corporation 2002 Nonemployee Director Stock Option
Plan of our report dated January 18, 2002, with respect to the consolidated financial statements
of Gentex Corporation and subsidiaries included in its Annual Report on
Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission.
</FONT></P>



<BR>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
<U>/s/ Ernst &amp; Young LLP</U><BR>
<BR>
Grand Rapids, Michigan<BR>December 3, 2002 </FONT></P>


<BR><BR><BR><BR><BR>

<BR>
<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3> 7 </FONT></P>
<BR>
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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=6>End of Filing </FONT></H1>


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{"company-data": {"conformed-name": "GENTEX CORP", "cik": "0000355811", "assigned-sic": "3714", "irs-number": "382030505", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101642", "film-number": "02848663"}, "business-address": {"street1": "600 N CENTENNIAL ST", "city": "ZEELAND", "state": "MI", "zip": "49464", "phone": "6167721800"}}
GENTEX CORPORATION FORM S-8
As filed with the Securities and Exchange Commission on ___________, 2002 - Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENTEX CORPORATION
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of
incorporation or organization)
38-2030505
(I.R.S. Employer Identification No.)
600 N. Centennial Street, Zeeland, Michigan
(Address of Principal Executive Offices)
49464
(Zip Code)
Gentex Corporation 2002 Nonemployee Director Stock Option Plan
(Full Title of the Plan)
Enoch Jen, 600 N. Centennial Street, Zeeland, Michigan 49464    (616) 772-1800
(Name, address and telephone number, including area code of agent for service)
Copies of Communications to:
Joseph B. Levan
Varnum, Riddering, Schmidt & Howlett LLP
333 Bridge Street, N.W., P.O. Box 352
Grand Rapids, Michigan 49501-0352
(616) 336-6000
CALCULATION OF REGISTRATION FEE
Title of
Securities to be
Registered
Amount to be
Registered
Proposed
Maximum
Offering Price
Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Common Stock
($.06 par value)
500,000 Shares(1)
$29.125(2)
$14,562,500.00(2)
$1,339.75
(1)
The  number of shares of  capital  Common  Stock set forth is the number of shares  available  for the grant of stock  options
         under the Gentex Corporation 2002 Nonemployee Director Stock Option Plan.
(2)
For the purpose of computing  the  registration  fee only,  the price shown is based upon the price of $29.125 per share,  the
         average of the high and low prices  for the  Common  Stock of Gentex  Corporation  in the  NASDAQ  National  Market  System on
         November 26, 2002, in accordance with Rule 457(h).
Pursuant to Rule 416(a) of the
General Rules and Regulations under the Securities Act of 1933, this Registration
Statement shall cover such additional securities as may be offered or issued to prevent
dilution resulting from stock splits, stock dividends, or similar transactions.
The Exhibit Index is located on page
5 of this Registration Statement. This Registration Statement contains a total of 7 pages.
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3.   Incorporation of Documents
by Reference
The Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2001, which has been filed by the Company
with the Commission, is incorporated herein by reference. All other reports or documents
filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") since the end of the fiscal year covered by the
above-mentioned Annual Report on Form 10-K are incorporated herein by reference. All other
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein and to be
part hereof from the date of filing of such documents.
The description of the Company's
Common Stock is contained in the Company's registration statement filed pursuant to
Section 12 of the Exchange Act and is incorporated herein by reference, including any
subsequent amendments or reports filed for the purpose of updating such description.
Item 4.   Description of
Securities
The class of securities to be offered
is registered under Section 12 of the Exchange Act.
Item 5.   Interests of
Named Experts and Counsel
Not applicable.
Item 6.   Indemnification
of Directors and Officers
Directors, officers, and employees of
the Company and persons serving at its request as directors, officers, or employees of
another corporation or enterprise are entitled to indemnification as provided in the
Articles of Incorporation of the Company, which provide for indemnification to the fullest
extent permitted under the Michigan Business Corporation Act. That Act grants the Company
broad powers to indemnify officers, directors, and other agents of the Company in
connection with legal proceedings brought against such person by reason of his or her
present or past status as an officer or director of the Company. In addition, all of the
directors of the Company are entitled to indemnification under separate indemnification
agreements between the Company and such directors, the form of which was approved by the
shareholders of the Company. These provisions are broad enough to permit indemnification
of such persons for liabilities arising under the Securities Act of 1933 (to the extent
such indemnification would otherwise be legally permissible).
Item 7.   Exemption from
Registration Claimed
Not applicable.
Item 8.   Exhibits
Reference is made to the Exhibit
Index which appears on Page 5.
Item 9.   Undertakings
The undersigned registrant hereby
undertakes:
(1)    
          To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:
(i)    
          To include any prospectus required by Section 10(a)(3) of the Securities Act of
          1933;
2
(ii)   
          To reflect in the prospectus any facts or events arising after the effective
          date of the Registration Statement (or the most recent post-effective amendment
          thereof) which, individually or in the aggregate, represents a fundamental
          change in the information set forth in the Registration Statement;
(iii)  
          To include any material information with respect to the plan of distribution not
          previously disclosed in the Registration Statement or any material change to
          such information in the Registration Statement; provided, however, that
          paragraphs (1)(i) and (1)(ii) do not apply if information required to be
          included in a post-effective amendment by those paragraphs is contained in
          periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
          of the Securities Exchange Act of 1934 that are incorporated by reference in the
          Registration Statement.
(2)    
          That, for the purpose of determining any liability under the Securities Act of
          1933, each such post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered therein, and the
          offering of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.
(3)    
          To remove from registration by means of a post-effective amendment any of the
          securities being registered which remain unsold at the termination of the
          offering.
The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by
a director, officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
3
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused the Registration Statement to be singed on its behalf by the
undersigned, thereunto duly authorized, in the City of Grand Rapids, State of Michigan, on
the 26th day of November, 2002.
GENTEX CORPORATION
By
/s/ Fred Bauer
Fred Bauer, Chairman and Chief Executive Officer
By
/s/ Enoch Jen
Enoch Jen, Vice President, Finance and Principal
Financial Officer and Accounting Officer
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS
, that each person whose signature appears below constitutes
and appoints Kenneth LaGrand and Enoch Jen, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post- effective amendments) to this Registration Statement and to
file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing required and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been
signed below on November 26, 2002, by the following persons in the capacities indicated.
/s/ Fred Bauer
Fred Bauer, Director
/s/ Kenneth LaGrand
Kenneth LaGrand, Director
/s/ Ted Thompson
Ted Thompson, Director
/s/ Mickey E. Fouts
Mickey E. Fouts, Director
/s/ Leo L. Weber
Leo L. Weber, Director
/s/ Arlyn Lanting
Arlyn Lanting, Director
/s/ John Mulder
John Mulder, Director
/s/ Fred Sotok
Fred Sotok, Director
4
EXHIBIT INDEX
The
following exhibits are filed as a part of the Registration Statement pursuant to Item 8:
Exhibit No.
Description
Page
Exhibit 4
The  description  of the  Company's  Common  Stock  is  contained  in the
                          Company's  Registration  Statement  filed  pursuant  to Section 12 of the
                          Exchange  Act and is  incorporated  herein by  reference,  including  any
                          subsequent  amendments  or reports filed for the purpose of updating such
                          description.
-----
Exhibit 5
Opinion of Varnum, Riddering, Schmidt & Howlett LLP
6
Exhibit 15
Not applicable
-----
Exhibit 23(a)
Consent of Ernst & Young LLP
7
Exhibit 23(b)
Consent of Varnum, Riddering, Schmidt & Howlett LLP
                          (included in Exhibit 5)
-----
Exhibit 24
Power of Attorney (included on Page 3 hereof)
-----
5
EXHIBIT 5
OPINION OF VARNUM,
RIDDERING, SCHMIDT & HOWLETT LLP
November 26, 2002
Gentex Corporation600
North
Centennial Street
Zeeland, MI 49464
Gentlemen:
With respect to the Registration
Statement on Form S-8 (the "Registration Statement") filed by Gentex
Corporation, a Michigan corporation (the "Company"), with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of 1933
500,000 shares of its common stock, par value $.06 per share, to be issued pursuant to the
Company's 2002 Nonemployee Director Stock Option Plan (the "Plan"), we have
examined such documents and questions of law as we consider necessary or appropriate for
the purpose of giving this opinion.
On the basis of such examination, we
advise you, that in our opinion, the 500,000 shares covered by the Registration Statement,
upon the granting of options at the price described in the Registration Statement, but in
no event for less than the par value thereof and upon delivery of such shares and payment
therefor in accordance with the terms stated in the Plan and the Registration Statement,
will be legally issued and fully paid and non-assessable.
We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement. In giving this consent, we do
not thereby admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Exchange Act of 1933, as amended, or under the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Varnum, Riddering,
Schmidt & Howlett LLP
Varnum, Riddering,
Schmidt & Howlett LLP
6
EXHIBIT 23(a)
CONSENT OF INDEPENDENT
AUDITORS
We consent to the incorporation by reference
in the Form S-8 Registration Statement pertaining to the Gentex Corporation 2002 Nonemployee Director Stock Option
Plan of our report dated January 18, 2002, with respect to the consolidated financial statements
of Gentex Corporation and subsidiaries included in its Annual Report on
Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Grand Rapids, Michigan
December 3, 2002
7
End of Filing