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As filed with the Securities and Exchange Commission on August 31, 2000
Registration No. 333-43654
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
Form S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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LOGICVISION, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
California (prior to
reincorporation) 7372 94-3166964
Delaware (after reincorporation) (Primary Standard Industrial) (I.R.S. Employer Identification No.)
(State or other jurisdiction of Classification Code Number)
incorporation or organization)
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LogicVision, Inc.
101 Metro Drive, Third Floor
San Jose, CA 95110
(408) 453-0146
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Vinod K. Agarwal
President and Chief Executive Officer
LogicVision, Inc.
101 Metro Drive, Third Floor
San Jose, CA 95110
(408) 453-0146
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
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<S> <C>
STANTON D. WONG SCOTT M. STANTON
GABRIELLA A. LOMBARDI MARTY B. LORENZO
MARY A. HELVEY JAMES CARTONI
DAVID M. KOENINGER Gray Cary Ware & Freidenrich LLP
Pillsbury Madison & Sutro LLP 4365 Executive Drive, Suite 1600
2550 Hanover Street San Diego, California 92121
Palo Alto, California 94304-1115 (858) 677-1400
(650) 233-4500 (858) 677-1477 (Fax)
(650) 233-4545 (Fax)
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Registration Statement is solely
to file certain exhibits to the Registration Statement, as set forth below in
Item 16(a) of Part II.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses expected to be incurred
by the Registrant in connection with the sale and distribution of the
securities being registered hereby, other than underwriting discounts and
commissions. All amounts are estimated except the Securities and Exchange
Commission registration fee, the National Association of Securities Dealers,
Inc. filing fee and the Nasdaq National Market listing fee.
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<S> <C>
SEC registration fee.............................................. $13,200
National Association of Securities Dealers, Inc. filing fee....... 5,500
Nasdaq National Market listing fee................................ 95,000
Blue Sky fees and expenses........................................ *
Accounting fees and expenses...................................... *
Legal fees and expenses........................................... *
Printing and engraving expenses................................... *
Registrar and Transfer Agent's fees............................... *
Miscellaneous fees and expenses................................... *
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Total........................................................... $ *
=======
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* To be filed by amendment.
Item 14. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). Article VIII of the
Registrant's Restated Certificate of Incorporation (Exhibit 3(i).3 hereto) and
Article 5 of the Registrant's Bylaws (Exhibit 3(ii).3 hereto) provide for
indemnification of the Registrant's directors, officers, employees and other
agents to the extent and under the circumstances permitted by the Delaware
General Corporation Law. The Registrant has also entered into agreements with
our directors and officers that will require the Registrant, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or officers to the fullest extent not
prohibited by law.
The Underwriting Agreement (Exhibit 1.1) provides for indemnification by the
Underwriters of the Registrant, our directors and officers, and by the
Registrant of the Underwriters, for certain liabilities, including liabilities
arising under the Act, and affords certain rights of contribution with respect
thereto.
Item 15. Recent Sales of Unregistered Securities
1. On various dates between January 1, 1997 and June 30, 2000, we issued
1,259,574 shares of our common stock to 55 employees, directors and consultants
pursuant to the exercise of options granted under our 1994 Flexible Stock
Option Plan. The exercise prices per share ranged from $0.10 to $0.88, for an
aggregate consideration of $362,486.
2. In May and July 1997, we issued 4,217,139 shares of Series F Convertible
Preferred Stock and warrants to purchase an additional 597,602 shares of Series
F Convertible Preferred Stock for aggregate consideration of $17,871,320 to 45
accredited investors and warrants to purchase an additional 5,976 shares to the
placement agent in partial consideration for its services as a placement agent.
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3. In May 1997, we issued warrants to purchase 64,103 shares of our Series F
Convertible Preferred Stock to one of our directors and an affiliate of another
of our directors in connection with loans from these persons.
4. In January and March 1999, we issued an aggregate of 1,211,765 shares of
Series G Convertible Preferred Stock and warrants to purchase 848,235 shares of
common stock for aggregate consideration of $5,150,001 to eight accredited
investors.
5. In May and June 1999, we issued an aggregate of 775,236 shares of Series
H-1 Convertible Preferred Stock and warrants to purchase 542,620 shares of
Series H-2 Convertible Preferred Stock for aggregate consideration of
$3,294,753 to six accredited investors.
6. In January and May 2000, we issued an aggregate of 3,431,548 shares of
Series I Convertible Preferred Stock for aggregate consideration of $14,584,080
to 34 accredited investors and warrants to purchase an additional 45,695 shares
of Series I Convertible Preferred Stock to the placement agent in partial
consideration for its services as a placement agent.
The sales of the above securities were considered to be exempt from
registration under the Securities Act in reliance on Section 4(2) of the
Securities Act, or Regulation D promulgated thereunder, or Rule 701 promulgated
under Section 3(b) of the Securities Act, as transactions by an issuer not
involving a public offering or transactions under compensatory benefit plans
and contracts relating to compensation as provided under Rule 701. The
recipients of securities in each of these transactions represented their
intention to acquire the securities for investment only and not with a view to
or for sale with any distribution thereof, and appropriate legends were affixed
to the share certificates and instruments issued in these transactions. All
recipients had adequate access, through their relationship with the registrant,
to information about the registrant.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
See exhibits listed on the Exhibit Index following the signature page of the
Form S-1, which is incorporated herein by reference.
(b) Financial Statement Schedules
Schedules other than those referred to above have been omitted because they
are not applicable or not required or because the information is included
elsewhere in the Financial Statements or the notes thereto.
Item 17. Undertakings
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), 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.
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The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, the information
omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Act shall be deemed to be part of this registration statement as of the time it
was declared effective.
(2) For the purpose of determining any liability under the Act, each post-
effective amendment that contains a form of prospectus 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) It will provide to the underwriters at the closing(s) specified in the
underwriting agreement certificates in such denominations and registered in
such names as required by the underwriters to permit prompt delivery to each
purchaser.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of San
Jose, State of California, on the 30th day of August, 2000.
LOGICVISION, INC.
/s/ Vinod K. Agarwal
By __________________________________
Vinod K. Agarwal
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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Name Title Date
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<S> <C> <C>
/s/ Vinod K. Agarwal President and Chief Executive August 30, 2000
____________________________________ Officer (Principal Executive
Vinod K. Agarwal Officer), Director and
Secretary
John H. Barnet* Vice President of Finance and August 30, 2000
____________________________________ Chief Financial Officer
John H. Barnet (Principal Financial and
Accounting Officer)
Navindra Jain* Chairman of the Board August 30, 2000
____________________________________
Navindra Jain
Richard C. Black* Director August 30, 2000
____________________________________
Richard C. Black
Director
____________________________________
D. James Guzy
David L. Sulman* Director August 30, 2000
____________________________________
David L. Sulman
Jon D. Tompkins* Director August 30, 2000
____________________________________
Jon D. Tompkins
/s/ Vinod K. Agarwal
*By: _______________________________
Vinod K. Agarwal
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EXHIBIT INDEX
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Exhibit No. Exhibit
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1.1* Form of Underwriting Agreement.
3(i).1** Articles of Incorporation of the Registrant.
3(i).2* Form of Restated Certificate of Incorporation of the Registrant, to
be filed following our reincorporation under Delaware law.
3(i).3* Form of Restated Certificate of Incorporation of the Registrant, to
be filed upon the closing of the offering to which this Registration
Statement relates.
3(ii).1** Bylaws of the Registrant.
3(ii).2* Restated Bylaws of the Registrant, to be effective following our
reincorporation under Delaware law.
3(ii).3* Restated Bylaws of the Registrant, to be effective upon the closing
of the offering to which this Registration Statement relates.
4.1* Specimen Common Stock Certificate.
4.2 Form of Class 1 Warrant to Purchase Shares of Series F Convertible
Preferred Stock.
4.3 Form of Class 2 Warrant to Purchase Shares of Series F Convertible
Preferred Stock.
4.4 Form of Warrant to Purchase Shares of Common Stock.
4.5 Form of Extinguishing Warrant to Purchase Shares of Common Stock.
4.6 Form of Warrant to Purchase Series H-2 Preferred Stock.
4.7 Warrant to Purchase Series I Preferred Stock.
5.1* Opinion of Pillsbury Madison & Sutro LLP.
10.1** 1994 Flexible Stock Incentive Plan and form of agreements
thereunder.
10.2* 2000 Stock Incentive Plan and form of agreements thereunder.
10.3* Form of Indemnification Agreement between the Registrant and its
officers and directors.
10.4** Sixth Amended and Restated Investors' Rights Agreement dated as of
January 28, 2000.
10.5 Lease, dated as of August 13, 1998, by and between Spieker
Properties, L.P. and the Registrant.
10.6 Extension Agreement, dated as of January 17, 2000, by and between
Spieker Properties, L.P. and the Registrant.
10.7.1+ Agreement, dated as of September 14, 1992, between Northern Telecom
Limited and the Registrant.
10.7.2+ Amendment, dated as of October 1, 1993, to the Agreement between
Northern Telecom Limited and the Registrant.
10.7.3 Amendment, dated as of January 11, 1994, to the Agreement between
Northern Telecom Limited and the Registrant.
21.1** Subsidiaries of the Registrant.
23.1** Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2* Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
24.1** Power of Attorney.
27.1** Financial Data Schedule.
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* To be filed by amendment.
** Previously filed.
+ Confidential Treatment Requested.
