As filed with the Securities and Exchange Commission on October 25, 1995
Registration No. 33-62299
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
LOGIC DEVICES INCORPORATED
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-2893789
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
628 East Evelyn Avenue
Sunnyvale, California 94086
(408) 737-3300
(Address, including zip code and telephone number, including
area code, of Registrant's principal executive offices)
______________________
William J. Volz
President
Logic Devices Incorporated
628 East Evelyn Avenue
Sunnyvale, California 94086
(408) 737-3300
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
_______________________
COPIES TO:
David R. Selmer, Esq.
Barack, Ferrazzano, Kirschbaum & Perlman
333 West Wacker Drive
Suite 2700
Chicago, Illinois 60606
Approximate date of commencement of proposed sale to the public: As soon
as possible after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. <square>
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. <checked-box>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Each Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered{(1)} Per Share{(2)(3)} Price{(2)(3)} Fee{(2)(3)}
<S> <C> <C> <C> <C>
Common Stock,
no par value 106,850 $12.50/$9.875 $1,252,019 $433.00
</TABLE>
(1) Consisting of (I) 75,000 shares of Common Stock and (II) 31,850
additional shares of Common Stock issuable upon exercise of a warrant
to purchase Common Stock being registered on this form and an
indeterminate number of additional shares of Common Stock issuable
pursuant to the antidilution provisions of the warrant.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), and, with respect to 75,000
shares, based on $12.50, the average of the high and low sales
prices as reported on the National Association of Securities Dealers
Automated Quotation National Market System for August 29, 1995.
The filing fee in the amount of $324.00 for these 75,000 shares
was submitted with the original filing of this registration statement.
(3) The filing fee with respect to the 31,850 shares added by this
Amendment NO. 2 is based on $9.875, the average of the high and low
sales prices as reported on the National Association of Securities
Dealers Automated Quotation National Market System for October 24,
1995. The filing fee in the amount of $109.00 for these 31,850
shares is submitted with this Amendment NO. 2. The aggregate
filing fee is $433.00.
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.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED OCTOBER 25 , 1995
LOGIC DEVICES INCORPORATED
106,850 Shares of Common Stock
This Prospectus relates to (i) 75,000 shares of common stock, no par
value per share (the "Common Stock"), of Logic Devices Incorporated
(the "Company") and (II) 31,850 additional shares of common stock
issuable upon exercise of a warrant (the "Warrant") to purchase common
stock which shares and Warrant are held by the "Selling
Shareholder s " identified herein (the "Offered Securities").
The Warrant is exercisable for a period ending August 21, 1998.
The Offered Securities may be offered from time to time by the
"Selling Shareholder
s " or their pledgees, donees, transferees or other
successors in interest. See "Selling Shareholder s ." The selling
Shareholder s have advised the Company that sales of the Offered
Securities may be made, if at all, from time to time after the
effective date of the Registration Statement of which this Prospectus
is a part in the over-the-counter market through licensed broker-
dealers or otherwise, at the then prevailing market prices or
otherwise at prices and on terms then obtainable or through privately
negotiated transactions. No period of time has been fixed within
which the Offered Securities covered by this Prospectus may be offered
or sold. See "Plan of Distribution."
The Company will receive no part of the proceeds of any sales of the
Offered Securities except for the exercise price of the Warrant. The
Company will pay all expenses with respect to this Offering, except
for underwriting discounts, brokerage fees and commissions and
transfer taxes for the Selling Shareholder s , which will be borne
by the Selling Shareholder s .
INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS."
The Company's Common Stock is traded in the national over-the-
counter market and prices are quoted by the National Association of
Securities Dealers Automated Quotation ("Nasdaq") National Market
System under the symbol LOGC. On October 24, 1995 , the last reported
sale price of the Common Stock, as reported by the Nasdaq National
Market System, was $10.00 .
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMIS-
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
The date of this Prospectus is , 1995
<PAGE>
No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this Prospectus
in connection with the Offered Securities and, if given or made, such
information and representations must not be relied upon as having been
authorized by the Company or the Selling Shareholder s . Neither the
delivery of this Prospectus nor any sale made under this Prospectus shall
under any circumstances create any implication that there has been no change
in the affairs of the Company since the date hereof or since the date of any
documents incorporated herein by reference. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any
securities other than the securities to which it relates, or an offer or
solicitation in any state to any person to whom it is unlawful to make such
offer in such state.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company may be examined without
charge at, or copies obtained upon payment of prescribed fees from, the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and are also available for inspection and copying
at the regional offices of the Commission located at 75 Park Place, 14th
Floor, New York, New York 10007 and at Citicorp Center, Suite 1400, 500 West
Madison Street, Chicago, Illinois 60661-2511.
The Company has filed with the Commission, 450 Fifth Street N.W.,
Washington, D.C. 20549, a Registration Statement on Form S-3 under the
Securities Act, and the rules and regulations promulgated thereunder, with
respect to the Common Stock offered pursuant to this Prospectus. This
Prospectus, which is part of the Registration Statement, does not contain all
of the information, exhibits and undertakings set forth in the Registration
Statement, certain portions of which are omitted as permitted by the Rules and
Regulations of the Commission. For further information concerning the Company
and the Common Stock offered hereby, reference is made to the Registration
Statement and the exhibits filed therewith, which may be examined without
charge at, or copies obtained upon payment of prescribed fees from, the
Commission and its regional officers at the locations listed above. Any
statements contained herein concerning the provisions of any document are not
necessarily complete, and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety
by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission are incorporated by
reference in this Prospectus:
(1) the Company's Annual Report on Form 10-K and Form 10-K/A for the year
ended December 31, 1994 (File No. 0-17187);
(2) all other reports filed pursuant to Section 13(a) of the Exchange Act
since the end of the fiscal year covered by the Annual Report referred to in
(1) above.
(3) the description of the Company's Common Stock contained in its
Registration Statement on Form S-18, as amended (File No. 33-23763-LA).
<PAGE>
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this Offering shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents (such documents, and the documents enumerated
above, are hereinafter referred to as "Incorporated Documents"). Any
statement contained in an Incorporated Document shall be deemed to be modified
or superseded for purposes of this Prospectus and the Registration Statement
of which it is a part to the extent that a statement contained herein or in
any other subsequently filed Incorporated Document or in an accompanying
prospectus supplement modifies or supersedes such statement. Any such
statement so modified or superseded should not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus or the
Registration Statement.
RISK FACTORS
Investment in the Common Stock involves a high degree of risk. Prospective
investors should carefully consider the following risk factors in evaluating
the Company and its business before investing in the Common Stock.
DEPENDENCE ON NEW PRODUCTS AND TECHNOLOGIES. The Company's future success
will depend, in large part, upon its ability to successfully develop and
market new products, and to have access to leading edge semiconductor wafer
fabrication process technology. The Company serves a number of small or niche
markets which each require constant monitoring and evaluation by the Company.
Semiconductor design and process technologies are subject to rapid
technological change, requiring a high level of expenditure for research and
development. Further, even if successfully developed, the success of new
product introductions is dependent on several factors, including proper new
product selection, timely product introduction, achievement of acceptable
production yields and market acceptance. There can be no assurance that the
Company will successfully develop new products that can be introduced on a
timely or cost-effective basis or that will achieve market acceptance.
DEPENDENCE ON OUTSIDE WAFER FOUNDRIES AND TECHNOLOGY. The Company is
dependent on outside silicon foundries, two located in Japan and one located
in Taiwan, for its silicon wafer fabrication. While the Company can obtain
wafers used in many of its current products from any of these three sources,
each source uses a different technological process. During 1992, the Company
redesigned its static random access memories ("SRAM") product line and
initiated product designs with two of its current foundries as a result of the
termination of a guaranteed supply arrangement with a domestic supplier.
While the Company regularly evaluates the availability of additional sources
of processed wafers, there can be no assurance that other foundries will be
available or, if available, will be able to supply wafers on a timely basis or
provide a process which is technologically comparable or as cost-effective as
the process used by the Company's current foundries. Other semiconductor
companies pursuing outside wafer fabrication may enter into supply contracts
which guarantee certain capacity to the semiconductor company, but require
minimum purchase commitments. To date, the Company has not committed itself
to minimum purchases although it does have a supply contract with one of its
current foundries. The Company's reliance on outside foundries involves
several other risks, including reduced control over delivery schedules,
quality assurance and costs.
It is not unusual in the semiconductor industry to experience disruptions in
the supply of processed wafers due to quality or yield problems. For this
reason the Company has historically maintained a high inventory level of
processed wafers. There can be no assurance that such a material disruption
in supply will not occur. Further, if the Company's foundries are unable or
unwilling to produce adequate supplies of processed wafers, the Company's
business would be adversely affected. In such an event the Company would
incur delay and expense to redesign its circuits to be compatible with a new
manufacturer's complementary metal-oxide-silicon ("CMOS") process.
<PAGE>
CYCLICAL NATURE OF SEMICONDUCTOR INDUSTRY. The semiconductor industry has
historically been characterized by repeated and severe business cycles. The
industry is characterized by a number of factors, including fluctuation in
user demand, price volatility, variations in manufacturing capacity and
efficiencies, rapid technological change and significant process and product
development. The Company expects that as it introduces a broader range of
products, including more standard or commodity products, the cyclical nature
of the semiconductor industry may have greater impact on the Company's
business and operating results in the future and may cause greater
fluctuations in the Company's period-to-period performance.
COMPETITION. The semiconductor industry is intensely competitive and is
characterized by rapid technological change, product obsolescence,
fluctuations in both demand and capacity and price erosion. These factors can
render obsolete the processes and products currently utilized or produced by
the Company. In such cases, the Company will be required to develop products
utilizing new processes and may be required to establish new foundry
relationships. The Company faces competition from other manufacturers of
high-performance integrated circuits, many of which have advanced
technological capabilities, are currently increasing their participation in
the high-performance CMOS market and have internal wafer fabrication
capabilities. The ability of the Company to compete in this rapidly evolving
environment depends on elements both within and outside the control of the
Company. These elements include: the Company's ability to develop new
products in a timely manner; the cost effectiveness of its manufacturing;
successful introduction to and acceptance by customers of new products; the
speed at which customers incorporate the Company's products into their
systems; continued access to advanced semiconductor foundries and leading edge
CMOS process technology; the number and capabilities of the Company's
competitors as well as general economic conditions. The Company experiences
competition from a number of domestic and international companies, most of
which have substantially greater financial, technical, manufacturing and
marketing resources than the Company. Emerging companies also are attempting
to obtain a share of the existing market. To the extent that the Company's
products achieve market acceptance, other manufacturers may seek to offer
competitive products or embark on pricing strategies which could have adverse
effects on the Company's operating results.
DEPENDENCE ON KEY PERSONNEL. The Company's continued success is dependent
in part upon a number of key management personnel and technical employees, the
loss of one or more of whom could adversely affect the Company. The Company
believes that its future success will depend in part on its ability to
attract, retain and motivate highly skilled employees, who are in great demand
in the semiconductor industry. The Company does not have any employment
agreements with any of its key employees.
DEPENDENCE ON SUBCONTRACT ASSEMBLY. The Company is dependent on outside
subcontract assembly for the assembly of the Company's products. The
Company's products are assembled by several independent subcontractors in the
United States and the Far East. Shortages of raw materials or disruption in
the provision of services by the Company's assembly subcontractors, or other
circumstances that would require the Company to seek alternative sources of
supply, could lead to constraints or delays in the timely delivery of the
Company's products. Such constraints or delays could result in the loss of
customers, reductions in the Company's revenue, or other adverse effects on
the Company's operating results. The Company's reliance on subcontract
assembly involves several other risks, including reduced control over delivery
schedules, quality assurance and costs.
DEPENDENCE ON FEW CUSTOMERS. In 1993, a single customer accounted for 13%
of product revenues, and in 1994 yet another customer accounted for 12% of
product revenues. The loss of any major customer or a substantial reduction
in sales from such a customer could adversely affect the Company.
DEPENDENCE UPON INDEPENDENT DISTRIBUTORS AND SALES REPRESENTATIVES. Most of
the Company's sales are generated by electronics distributors and independent
sales representatives that are not under the direct control of the Company.
These electronics distributors generally represent product lines offered by
several companies, including competitive product lines, and thus could reduce
their sales efforts applied to the Company's products or terminate their
representation of the Company.
<PAGE>
CONTROL BY SHAREHOLDERS. Certain of the Company's shareholders currently
are able to exert a significant measure of control over the affairs and
policies of the Company if they act together.
VOLATILITY OF STOCK PRICE. There has been significant volatility in the
market price of securities of electronics companies in general, and
semiconductor technology companies in particular, including the Company.
Various factors and events, including announcements or developments by the
Company or other companies engaged in the semiconductor or related industries
concerning, among other things, suppliers, customers, financial results,
product developments, patents, or proprietary rights may have a significant
impact on the Company's business and on the market price of the Common Stock.
IMPACT OF FUTURE SALES ON MARKET PRICE OF COMMON STOCK. Based on
6,245,600 shares outstanding after completion of this Offering
(assuming exercise of all currently outstanding options and warrants), the
number of shares of Common Stock offered hereby represents approximately
1.7% of the total number of shares of Common Stock outstanding. The
Selling Shareholder s own 106,850 shares of Common Stock,
including shares obtainable through the exercise of the Warrant , all of
which shares are being registered for sale hereunder. See "Selling
Shareholder s " and "Plan of Distribution." If the Selling
Shareholder s or the Company's other shareholders, under Rule 144 or
otherwise, were to make available for sale or sell a large amount of Common
Stock in the market at one time, the market price of the Common Stock could be
adversely affected. Furthermore, other sales of substantial amounts of the
Company's Common Stock in the public market, or even the potential for such
sales, could adversely effect prevailing market prices for the Company's
Common Stock. In this respect, the Company completed a total of three
placements in August and September of 1995 for an aggregate of
905,000 shares of Common Stock, and issued the Warrant to purchase
31,850 shares of Common Stock registered hereby in connection with one of
these transactions . These shares were not registered under the Securities
Act of 1933, as amended, and may not be sold without registration unless an
exemption from such registration is available. Additionally, certain other
warrants to purchase an aggregate of 297,545 shares of Common Stock
are currently outstanding. See "Subsequent Events--Exercise of Warrants" and
"--Grant of Warrants." Such shares of Common Stock, upon exercise of the
underlying warrants, could also be made available for sale.
INTERNATIONAL TRADE AND CURRENCY EXCHANGE. Many of the materials and
manufacturing steps in the Company's products are supplied by foreign
companies. Also, approximately 18%, 19%, 21% and 13% of the Company's net
sales in 1994, 1993, 1992 and 1991, respectively, were to international
customers. Accordingly, both manufacturing and sales of the Company's
products may be adversely affected by political or economic conditions abroad.
In addition, various forms of protectionist trade legislation have been
proposed in the United States and certain foreign countries. A change in
current tariff structures or other trade policies could adversely affect the
Company's international customers or decrease the cost of products from the
Company's international competitors.
PROTECTION OF PROPRIETARY INFORMATION. The Company has been awarded one
patent by the United States Patent Office and has acquired additional patents
as part of its acquisition of certain assets of Star Semiconductor Corporation
("Star"); however, the Company relies primarily on its design know-how and
continued access to advanced CMOS process technology, rather than on patents,
to develop and maintain its competitive position. There can be no assurance
that the Company will continue to have access to advanced semiconductor
process technology or that others will not develop, patent or gain access to
similar know-how and technology, or reverse engineer the Company's products.
The Company attempts to protect its trade secrets and other proprietary
information through confidentiality agreements with employees, consultants,
suppliers and customers, but there can be no assurance that those measures
will be adequate to protect the Company's interests. Others in the
semiconductor industry have obtained patents covering a variety of
semiconductor designs and processes, and the Company has from time to time
received and may in the future receive notices from third parties asserting
<PAGE>
that one or more aspects or uses of the Company's products is infringing such
third parties' patent rights. Presently there are no such claims pending
against the Company. Although the Company does not believe that it infringes
any known patents at this time, if any such infringement exists, the Company
may be liable for damages and may find it necessary or desirable to obtain
licenses under third parties' patents. Based on industry practice, the
Company believes that, in most cases, any necessary licenses could be obtained
on conditions that would not materially adversely affect the Company, but
there can be no assurances that such licenses could be obtained or that
litigation would not occur. The inability of the Company to obtain such
licenses or the occurrence of litigation could adversely affect the Company.
THE COMPANY
Logic Devices Incorporated (the "Company") designs and markets high-
performance digital integrated circuits. The Company's circuits address
applications which require high computational speeds, high-reliability, high
levels of circuit integration (complexity) and low power consumption. The
Company's products are incorporated into products manufactured by OEMs and
utilized in high-speed electronic computational applications in computers and
work stations, broadcast and medical video image processing, and
telecommunication systems. The Company's product strategy is to develop and
market industry standard circuits which offer superior performance, as well as
Company proprietary circuits to meet specific customer needs.
The Company currently offers products in two areas: (1) DSP (digital signal
processing) circuits consisting of high-performance arithmetic computational
functions (multipliers, arithmetic-logic units "ALUs", and special math
function applicable to digital signal processing computations); and (2) high-
speed SRAMs (static random access memories) including FIFO (first in/first
out) Memories. As of December 31, 1994, the Company offered 49 catalog
products which are sold to a diverse customer base. With the multiplicity of
packaging and performance options, the 49 basic products result in nearly
1,000 catalog items.
The Company's plug compatible catalog products are designed to replace
existing industry standard integrated circuits offering superior performance,
lower power consumption and reduced cost. Proprietary catalog products are
developed by the Company to address specific functional application needs or
performance levels that are not otherwise commercially available. The Company
seeks to provide related groups of circuits that OEMs purchase for
incorporation into high-performance electronic systems.
The Company relies on third party silicon foundries to process silicon
wafers, each wafer having up to several hundred integrated circuits of a given
Company design, from which finished products are then assembled. The
Company's strategy is to outsource wafer processing to third party foundries
in order to avoid the substantial investment in capital equipment required to
establish a wafer fabrication facility. The Company works closely with the
foundries in order to take advantage of their processing capabilities and
continues to explore and develop additional foundry relationships in order to
minimize its dependence on any single relationship.
The Company markets its products worldwide through its own direct sales
force, a network of 61 national and international independent sales
representatives and 16 international and domestic distributors. In 1994,
approximately 52% of the Company's net revenues were derived from OEMs, while
sales through foreign and domestic distributors accounted for approximately
48% of net revenues. Among the Company's OEM customers are DSC Communications
Corporation, Group Technology Laboratories, Inc. and Acuson Corporation.
Approximately 82% of the Company's net revenues have historically been derived
from the United States and approximately 18% have been derived from foreign
sales.
The Company was incorporated under the laws of the State of California in
April 1983. The Company's principal offices are located at 628 East Evelyn
Avenue, Sunnyvale, California 94086, and its telephone number is (408) 737-
3300.
<PAGE>
SUBSEQUENT EVENTS
The following events have occurred since December 31, 1994, which updates
information contained in the Company's Annual Report on Form 10-K and Form 10-
K/A for the fiscal year ended December 31, 1994 (the "1994 Annual Report"):
EMPLOYEE STOCK OWNERSHIP PLAN. The Company's Employee Stock Ownership Plan
("ESOP") has been terminated. At the termination date, 226,770 shares of
Common Stock were vested, and the Company is in the process of distributing
the shares to eligible participants. The Company has filed a registration
statement under the Securities Act to register the shares being distributed.
Following the distribution of the shares held by the ESOP, most distributees
will be free to sell such shares without restriction.
STAR ACQUISITION. On April 14, 1995, the Company acquired certain assets
from Star, including patents, processes and technology regarding a proprietary
stream processor ("SPROC") which is a programmable DSP architecture that
offers a significant performance advantage in data flow signal processing
applications. Such assets were acquired in return for 75,000 shares of the
Company's Common Stock. These shares are the Offered Securities covered by
the Prospectus.
SHAREHOLDER LOAN. As more fully discussed in the 1994 Annual Report,
certain shareholders of the Company (the "Shareholder Creditors") had loaned
various amounts to the Company (the "Shareholder Loan"). The Company has
repaid the Shareholder Loan in full using proceeds from a bank loan.
EXERCISE OF WARRANTS. Of the warrants to purchase an aggregate of 150,000
shares of Common Stock which had been issued in connection with an extension
of the Shareholder Loan under a Loan Extension and Warrant Purchase Agreement,
all as more fully described in the 1994 Annual Report, warrants to purchase
74,955 shares have been exercised and warrants to purchase 75,045 remain
outstanding. Such warrants contain provisions which adjust the exercise price
in certain circumstances, such as the issuance of additional Common Stock or
other securities at less than the exercise price and stock splits. In
addition, they contain provisions which adjust the number of warrant shares in
the event of certain mergers, reorganizations and reclassifications. The
exercise price is $3.45 per share, and the warrants expire March 1, 1996. The
warrants are transferable by the holders thereof in accordance with applicable
securities laws.
CONVERSION OF PREFERRED SHARES. The holders of the Company's 154 shares of
previously issued and outstanding Series A Preferred Stock have converted all
of such shares into 25,666 shares of Common Stock pursuant to the terms of the
Series A Preferred Stock.
PLACEMENT OF SECURITIES. In August of 1995, the Company issued a total of
855,000 shares of Common Stock in two separate private placement transactions
exempt from registration under the Securities Act, for an aggregate
consideration of approximately $9,850,000. In September of 1995, the
Company issued a total of 50,000 shares of Common Stock in a separate private
placement transaction exempt from registration under the Securities Act, for
an aggregate consideration of approximately $520,000. The shares sold in all
three of these transactions were not registered under the Securities Act
and cannot be sold or transferred without registration or an exemption from
such registration requirements.
GRANT OF WARRANTS. On February 15, 1995, the non-employee directors of the
Company were granted warrants to purchase an aggregate of 220,000 shares of
Common Stock. The grants were ratified by shareholders of the Company at the
Company's 1995 annual meeting of shareholders held June 13, 1995. The
<PAGE>
warrants have an exercise price of $2.5625 per share, which was the last
reported transaction price of the Common Stock on February 15, 1995, and
expire on February 15, 2000. Certain other warrants to purchase an
agregate of 34,350 shares of Common Stock were issued by the Company in
connection with two of the private placements described above. Under one
transaction , the Warrant giving the holders the right to purchase from the
Company up to 31,850 shares of Common Stock at an exercise price equal to
$12.625 per share (the last reported transaction price on August 21, 1995)
was issued. The Warrant was exercisable immediately upon its issuance and
expires on August 21, 1998. The shares underlying this Warrant are being
registered herein. Under the other transaction, warrants giving the holder
the right to purchase from the Company up to 2,500 shares of Common Stock at
an exercise price equal to $11.875 per share (the closing bid price on
September 14, 1995) were issued. These warrants were exerciseable immediately
upon their issuance and expire on September 19, 1998. All of the warrants
granted in these transactions are transferable by the holders thereof in
accordance with applicable securities laws.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of any of the
Offered Securities by the Selling Shareholder s . The Company will
reeive proceeds from the sale of Common Stock issuable upon exercise of the
Warrant if such Warrant is exercised, but only in an amount equal to the
exercise price thereof multiplied by the number of shares purchased upon the
exercise of the Warrant. The Company expects to use any such proceeds for
working capital and general corporate purposes.
SELLING SHAREHOLDERS
The Company issued 75,000 shares of Common Stock to Star on April 14, 1995
in consideration of the Company's purchase of certain assets from Star. See
"Subsequent Events--Star Acquisition." Star subsequently transferred these
shares to the Credit Managers Association of California ("CMAC") as part of
Star's liquidation. The Warrant to purchase 31,850 shares of the Company's
Common Stock was issued to First Bermuda Securities Limited ("First Bermuda")
as part of the placement of Common Stock in August of 1995.
The following table sets forth additional information as of OCTOBER
24 , 1995, regarding the Selling Shareholder s' ownership of Common
Stock:
<TABLE>
<CAPTION>
NAME OF RECORD OWNER NUMBER OF SHARES SHARES COVERED BY NUMBER OF SHARES
OWNED THIS PROSPECTUS NOT COVERED BY
THIS PROSPECTUS
<S> <C> <C> <C>
CMAC 75,000 75,000 0
FIRST BERMUDA 31,850{(1)} 31,850 0
TOTAL 106,850 106,850 0
</TABLE>
(1) Re[resents shares obtainable through the exercise of the Warrant.
<PAGE>
PLAN OF DISTRIBUTION
The Offered Securities may be sold from time to time by the Selling
Shareholder s or their pledgees, donees, transferees or other
successors in interest in one or more transactions at a fixed offering
price, at varying prices determined at the time of sale or at negotiated
prices. Such sales may be made to purchasers directly by the selling
shareholders (or their pledgees, donees, transferees or other successors in
interest) or, alternatively, the Selling Shareholder s (or their
pledgees, donees, transferees or other successors in interest) may
offer the Offered Securities, pursuant to this Registration Statement or
Rule 144 of the Securities Act, through underwriters, dealers, brokers
or agents, who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Shareholder s (or its
pledgees, donees, transferees or other successors in interest) and/or the
purchasers of the Offered Securities for whom they may act as agents. In
effecting sales of Offered Securities, brokers or dealers may arrange for
other brokers or dealers to participate. Such brokers or dealers and any
other participating brokers or dealers may be deemed to be underwriters
within the meaning of the Securities Act in connection with such sales. Sales
of Common Stock may be made through Nasdaq or otherwise at prices and at
terms then prevailing or in negotiated transactions.
By agreement with the Company, CMAC is permitted to sell no more than
25,000 of the 75,000 shares of Common Stock which it owns during each calander
week commencing on the effective date of the registration statement
filed in connection with this Prospectus. CMAC has indicated that it
intends to sell the 75,000 shares which it owns consistent with market
conditions and the constraints set forth in the immediately preceding
sentence. The holder of the Warrant has no such restriction on its
ability to sell shares issuable upon the exercise of the Warrant.
The Company has agreed to indemnify the Selling Shareholder
s against
certain liabilities in connection with the distribution of the Offered
Securities, including liabilities under the Securities Act. Under agreements
that may be entered into by the Selling Shareholder s , brokers or
dealers who participate in the distribution of the Offered Securities may be
entitled to indemnification by the Selling Shareholder s and the
Company against certain liabilities, including liabilities under the
Securities Act.
LEGAL MATTERS
The validity of the Offered Securities has been passed upon by Barack,
Ferrazzano, Kirschbaum & Perlman, Chicago, Illinois.
EXPERTS
The financial statements and the related supplemental schedules incorporated
into this Prospectus by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, as amended, have been so incorporated in
reliance upon the report of Meredith Cardozo, independent accountants, given
upon the authority of said firm as experts in auditing and accounting.
<PAGE>
NO DEALER, SALESPERSON OR OTHER
INDIVIDUAL HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN
THIS PROSPECTUS IN CONNECTION
WITH THE OFFERING COVERED BY THIS
PROSPECTUS. IF GIVEN OR MADE,
SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS LOGIC DEVICES
PROSPECTUS DOES NOT CONSTITUTE AN INCORPORATED
OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, THE COMMON
STOCK IN ANY JURISDICTION WHERE,
OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE ANY SUCH OFFER
OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT THERE HAS NOT
BEEN ANY CHANGE IN THE FACTS SET
FORTH IN THIS PROSPECTUS OR IN
THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.
106,850 Shares of
Common Stock
TABLE OF CONTENTS
PAGE
Available Information 2
Documents Incorporated By Reference 2
______________________
Risk Factors 3
PROSPECTUS
The Company 6
______________________
Subsequent Events 7
Use of Proceeds 8
Selling Shareholders 8
Plan of Distribution 9
Legal Matters 9
Experts 9
____________, 1995
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth those expenses for distribution to be
incurred in connection with the issuance and distribution of the securities
being registered.
<TABLE>
<CAPTION>
<S> <C>
Registration Fee $ 433.00
Legal Fees and Expenses $ 8,000.00
Accounting Fees and Expenses $ 500.00
Miscellaneous $ 1067.00
Total $ 10,000.00
</TABLE>
All expenses are estimated except the Registration Fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Articles of Incorporation and Bylaws require the
Registrant to indemnify officers and directors of the Registrant to the full
extent permitted by Section 317 of the California General Corporation Law.
Section 317 of the California General Corporation law makes provisions 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 of expenses
incurred) arising under the Securities Act.
ITEM 16. EXHIBITS
Exhibit
NO. DESCRIPTION
3.1* Articles of Incorporation of Logic Devices Incorporated, as
amended. Incorporated by reference to Ex. 3.1 of the
Registrant's Form S-18 Registration Statement (File No. 33-
23763-LA)
3.2* Bylaws of Logic Devices Incorporated. Incorporated by
reference to Ex. 3.2 of the Registrant's Form S-18
Registration Statement (File No. 33-23763-LA)
4.1* Form of certificate for shares of the Company's Common Stock.
Incorporated by reference to Exhibit 1.1 of the Amendment No.
1 on Form 8 to Application or Report Filed Pursuant to
Section 12, 13 or 15(d) of the Securities Exchange Act of
1934, dated October 4, 1988 (File No. 0-17187)
5.1 Opinion Letter of Barack, Ferrazzano, Kirschbaum & Perlman
regarding the validity of the securities being registered
10.1 Registration Rights Agreement by and between Logic Devices
Incorporated, Star Semiconductor Corporation and Credit
Managers Association of California, dated April 14, 1995
10.2 Form of Warrant to purchase an aggregate of 31,850 shares of
Common Stock
23.1 Consent of Barack, Ferrazzano, Kirschbaum & Perlman (included
in Exhibit 5)
23.2 Consent of Meredith Cardozo
24.1 Powers of Attorney (included on signature page)
* Previously filed
<PAGE>
ITEM 17. UNDERTAKINGS
(a) 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;
(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,
represent 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 (a)(l)(i) and (a)(l)(ii) do not apply if
the 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 Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 that remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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 Securities Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
In accordance with 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-3 and authorized this Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, State of
California, on October 25 , 1995.
LOGIC DEVICES INCORPORATED
By:/S/ WILLIAM J. VOLZ
William J. Volz
President and Director
By:/S/ TODD J. ASHFORD
Todd J. Ashford
Chief Financial Officer
In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 2 to the Registration Statement was signed by the following
persons in the capacities indicated on October 25 , 1995.
SIGNATURE TITLE
* Chairman of the Board
Howard L. Farkas
* Director
Burton W. Kanter
* Director
Albert Morrison, Jr.
/S/ WILLIAM J. VOLZ President and Director
William J. Volz (Principal Executive Officer)
/S/ TODD J. ASHFORD Chief Financial Officer (Principal
Todd J. Ashford Financial and Accounting Officer)
* Todd J. Ashford, by signing his name hereto, does hereby sign this
document on behalf of himself and on behalf of each of the other persons
named above pursuant to powers of attorney duly executed by such other
persons and included on the signature page of the original filing of this
Registration Statement.
Todd J. Ashford, Attorney-in-Fact
<PAGE>
LOGIC DEVICES INCORPORATED
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT PAGE OF
NUMBER DESCRIPTION OF EXHIBITS EXHIBIT
<S> <C> <C>
3.1* Articles of Incorporation of Logic Devices
Incorporated, as amended. Incorporated by
reference to Ex. 3.1 of the Registrant's Form S-18
Registration Statement (File No. 33-23763-LA)
3.2* Bylaws of Logic Devices Incorporated.
Incorporated by reference to Ex. 3.2 of the
Registrant's Form S-18 Registration Statement
(File No. 33-23763-LA)
4.1* Form of certificate for shares of the Company's
Common Stock. Incorporated by reference to
Exhibit 1.1 of the Amendment No. 1 on Form 8 to
Application or Report Filed Pursuant to Section
12, 13 or 15(d) of the Securities Exchange Act of
1934, dated October 4, 1988 (File No. 0-17187)
5.1 Opinion Letter of Barack, Ferrazzano, Kirschbaum &
Perlman regarding the validity of the securities
being registered
10.1 Registration Rights Agreement by and between Logic
Devices Incorporation, Star Semiconductor
Corporation and Credit Managers Association of
California, dated April 14, 1995
10.2 Form of Warrant to purchase an agregate of 31,850
shares of Common Stock
23.1 Consent of Barack, Ferrazzano, Kirschbaum &
Perlman (included as part of Exhibit 5)
23.2 Consent of Meredith Cardozo
24.1 Powers of Attorney (included on signature page)
</TABLE>
* Previously filed
<PAGE>
EXHIBIT 10.2
THIS WARRANT AND THE SHARES OF COMMON STOCK OF LOGIC DEVICES
INCORPORATED TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND THIS
WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON (AS
DEFINED IN REGULATION S UNDER THE ACT) UNLESS REGISTERED UNDER THE ACT
OR ON EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE
IN ADDITION, THIS WARRANT IS SUBJECT TO RESTRICTIONS ON
SALE, ASSIGNMENT, CONVEYANCE, PLEDGE, HYPOTHECATION, GRANT OF SECURITY
INTEREST, ENCUMBRANCE, GIFT OR ANY OTHER MANNER OF DISPOSITION OR
TRANSFER, WHETHER VOLUNTARILY OR BY OPERATION OF LAW, AS SET FORTH IN
AN OFFSHORE WARRANT SUBSCRIPTION AGREEMENT, DATED AS OF AUGUST 21,
1995, BY AND BETWEEN FIRST BERMUDA SECURITIES, LTD., AND LOGIC DEVICES
INCORPORATED (THE "AGREEMENT"), A COPY OF WHICH IS AVAILABLE FOR
INSPECTION AT THE OFFICES OF LOGIC DEVICES INCORPORATED
WARRANT
to Purchase Shares
of
Common Stock (no par value)
of
LOGIC DEVICES INCORPORATED
This certifies that, for value received, First Bermuda Securities
Limited and any subsequent transferee pursuant to the terms of the Agreement
and this Warrant (each, a "Holder") is entitled to purchase, subject to the
provisions of this Warrant, from Logic Devices Incorporated, a California
corporation (the "Issuer"), at any time or from time to time on or after the
date hereof and on or before August 21, 1998 (the "Expiration Date"), 31,850
fully paid and nonassessable shares of common stock, no par value (the "Common
Stock"), of the Issuer at a price equal to $12.625 per share (the "Exercise
Price")(such shares of Common Stock and other securities issued and issuable
upon exercise of this Warrant, the "Warrant Shares").
Section 1. DEFINITIONS. Except as otherwise specified herein, terms
defined herein shall have the meanings assigned to them in the Agreement.
Section 2. EXERCISE OF WARRANT. (a) Subject to the provisions hereof,
this Warrant may be exercised, in whole or in part, but not as to a fractional
share, at any time or from time to time on or after the date hereof and on or
before the Expiration Date, by presentation and surrender hereof to the Issuer
at the address which, in accordance with the provisions of Section 10 hereof,
is then effective for notices to the Issuer, with the Election to Purchase
Form annexed hereto as Schedule One, duly executed and accompanied by payment
to the Issuer as further set forth below in this Section 2, for the account of
<PAGE>
the Issuer, of the Exercise Price for the number of Warrant Shares specified
in such form. If this Warrant should be exercised in part only, the Issuer
shall, upon surrender of this Warrant for the cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder hereof to purchase
the balance of the Warrant Shares purchasable hereunder. The Issuer shall
maintain at its principal place of business a register for the registration of
this Warrant and registration of transfer for this Warrant. The Exercise
Price for the number of Warrant Shares specified in the Election to Purchase
Form shall be payable in United States dollars by certified or official bank
check payable to the order of the Issuer or by wire transfer of immediately
available funds to an account by the Issuer for that purpose.
(b) Prior to the delivery of any securities which the Issuer shall
be obligated to deliver upon exercise of this Warrant, the Issuer shall use
its best efforts to comply with all Federal and state laws and regulations
thereunder, including without limitation, Regulation S under the Act,
requiring the registration of such securities with, or any approval of or
consent to the delivery thereof by, any governmental authority, provided,
however, that the Issuer shall have no obligation to register the Warrant
Shares beyond its obligation set forth in Section 9 below. The Issuer need
not issue or deliver such shares of Common Stock unless and until in the
opinion of the Issuer's counsel (such counsel's fees to be paid by the Issuer)
all applicable requirements of state securities laws and registration of such
shares under the Act, and all applicable listing requirements of any national
securities exchange on which shares of the same class are then listed, have
been complied with.
(c) The Issuer covenants that procedures will be implemented
("Procedures") to ensure that this Warrant may not be exercised within the
United States and that the Warrant Shares may not be delivered within the
United States upon such exercise, other than in offerings that meet the
definition of "offshore transaction" pursuant to paragraph (i)(3) of Rule 902
of Regulation S under the Act, unless registered under the Act or an exemption
from such registration is available. The Holder covenants not to exercise
this Warrant except in compliance with the Procedures and the terms of the
Agreement. The Purchaser or any other Holder of this Warrant must deliver,
prior to any exercise of this Warrant, (i) a certificate in the form attached
hereto as Schedule Two or (ii) a written opinion of counsel that this Warrant
and the securities delivered upon any exercise thereof have been registered
under the Act or are exempt from registration thereunder.
(d) All Warrant Shares, when issued upon exercise of this Warrant,
shall be duly authorized, validly issued, fully paid and nonassessable, and
the Holder will have full legal and equitable title thereto, free and clear of
all liens, encumbrances, claims and rights of others created by or through the
Issuer. The Issuer shall use its best efforts to list such Warrant Shares
prior to such delivery upon each securities exchange, if any, upon which such
class of security is listed at the time of such delivery.
(e) Unless the Warrant Shares have been registered under the Act,
upon any exercise of any part of this Warrant, all certificates representing
Warrant Shares shall bear on the face thereof substantially the following
legend:
The shares of common stock represented hereby have not been registered
under the Federal Securities Act of 1933, as amended (the "Act") or the
securities laws of any state, and may be offered or sold only if registered
under the Act and all other applicable securities laws or Logic Devices
Incorporated receives a satisfactory opinion of counsel that an exemption
from such registration is available.
(f) This Warrant may not be exercised to any extent by anyone after
the end of the Warrant term.
Section 3. RESERVATION OF SHARES; PRESERVATION OF RIGHTS OF INVESTOR.
The Issuer hereby agrees that there shall be reserved for issuance and/or
delivery upon exercise of this Warrant, such number of Warrant Shares as shall
be required for issuance or delivery upon exercise of this Warrant. The
Warrant surrendered upon exercise shall be cancelled by the Issuer. After the
Expiration Date, no shares of Common Stock shall be subject to reservation in
respect of this Warrant. The Issuer further agrees (i) that it will not, by
amendment of its Articles of Incorporation or through reorganization,
consolidation, merger, dissolution or sale of assets, or by any other
voluntary act, avoid or seek to avoid the observation or performance of any of
the covenants, stipulations or conditions to be observed or performed
<PAGE>
hereunder by the Issuer, (ii) promptly to take all action as may from time to
time be required in order to permit the Holder to exercise this Warrant and
the Issuer duly and effectively to issue shares of its Common Stock or other
securities as provided herein upon the exercise hereof, and (iii) promptly to
take all action required or provided for herein to protect the rights of the
Holder granted hereunder against dilution. Without limiting the generality of
the foregoing, should the Warrant Shares at any time consist in whole or in
part of shares of capital stock having a par value, the Issuer agrees that
before taking any action which would cause an adjustment of the Exercise Price
so that the same would be less than the then par value of such Warrant Shares,
the Issuer shall take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Issuer may validly and legally issue
fully paid and nonassessable shares of such Common Stock at the Exercise Price
as so adjusted. The Issuer further agrees that it will not establish a par
value for its Common Stock while this Warrant is outstanding in an amount
greater than the Exercise Price.
Section 4. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. The Holder
will not sell, assign, convey, pledge, hypothecate, grant security interests
in, encumber, give away or in any other manner dispose of or transfer, whether
voluntarily or by operation of law, any of this Warrant, the Warrant Shares or
any new Warrant to any person or entity that, to the actual knowledge of such
Holder, competes directly or indirectly with the Issuer without the prior
written consent of the Issuer. Any attempted transfer of this Warrant, the
Warrant Shares or any new Warrant not in accordance with this Section shall be
null and void, and the Issuer shall not in any way be required to give effect
to such transfer. No transfer of this Warrant shall be effective for any
purpose hereunder until (i) written notice of such transfer and of the name
and address of the transferee has been received by the Issuer, (ii) the
transferee shall first agree in a writing deposited with the Secretary of the
Issuer to be bound by all the provisions of this Agreement and (iii) in the
opinion of the Issuer's counsel (such counsel's fees to be paid by the
Issuer), all requirements of applicable state securities laws and any
requirement to register such transfer under the Act have been complied with.
Upon surrender of this Warrant to the Issuer by any transferee authorized
under the provisions of this Section 4, and subject to the terms and
conditions of the Securities Act, the Issuer shall, without charge, execute
and deliver a new Warrant registered in the name of such transferee at the
address specified by such transferee, and this Warrant shall promptly be
cancelled. The Issuer may deem and treat the registered holder of any Warrant
as the absolute owner thereof for all purposes, and the Issuer shall not be
affected by any notice to the contrary. Any Warrant, if presented by an
authorized transferee, may be exercised by such transferee without prior
delivery of a new Warrant issued in the name of the transferee.
Upon receipt by the Issuer of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and (in the
case of loss, theft or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this Warrant, if
mutilated, the Issuer will execute and deliver a new Warrant of like tenor and
date. Any such new Warrant executed and delivered shall constitute a separate
contractual obligation on the part of the Issuer, whether or not the Warrant
so lost, stolen, destroyed or mutilated shall be at any time enforceable by
anyone.
Section 5. RIGHTS OF THE HOLDER. Neither a Holder nor his transferee by
devise or the laws of descent and distribution or otherwise shall be, or have
any rights or privileges of, a shareholder of the Issuer with respect to any
Warrant Shares, unless and until certificates representing such Warrant Shares
shall have been issued and delivered thereto.
Section 6. ADJUSTMENTS IN EXERCISE PRICE AND WARRANT SHARES. The
Exercise Price and Warrant Shares shall be subject to adjustment from time to
time as provided in this Section 6.
(a) If the Issuer is recapitalized through the subdivision or
combination of its outstanding shares of Common Stock into a larger or smaller
number of shares, the number of shares of Common Stock for which this Warrant
may be exercised shall be increased or reduced, as of the record date for such
recapitalization, in the same proportion as the increase or decrease in the
outstanding shares of Common Stock, and the Exercise Price shall be adjusted
so that the aggregate amount payable for the purchase of all Warrant Shares
issuable hereunder immediately after the record date for such recapitalization
shall equal the aggregate amount so payable immediately before such record
date.
<PAGE>
(b) If the Issuer declares a dividend on Common Stock, or makes a
distribution to holders of Common Stock, and such dividend or distribution is
payable or made in Common Stock or securities convertible into or exchangeable
for Common Stock, or rights to purchase Common Stock or securities convertible
into or exchangeable for Common Stock, the number of shares of Common Stock
for which this Warrant may be exercised shall be increased, as of the record
date for determining which holders of Common Stock shall be entitled to
receive such dividend or distribution, in proportion to the increase in the
number of outstanding shares (and shares of Common Stock issuable upon
conversion of all such securities convertible into Common Stock) of Common
Stock as a result of such dividend or distribution, and the Exercise Price
shall be adjusted so that the aggregate amount payable for the purchase of all
the Warrant Shares issuable hereunder immediately after the record date for
such dividend or distribution shall equal the aggregate amount so payable
immediately before such record date.
(c) If the Issuer declares a dividend on Common Stock (other than a
dividend covered by subsection (b) above) or distributes to holders of its
Common Stock, other than as part of its dissolution or liquidation or the
winding up or its affairs, any shares of its stock, any evidence of
indebtedness or any cash or other of its assets (other than Common Stock or
securities convertible into or exchangeable for Common Stock), the Holder
shall receive notice of such event as set forth in Section 8 below.
(d) In case of any consolidation of the Issuer with, or merger of
the Issuer into, any other corporation (other than a consolidation or merger
in which the Issuer is the continuing corporation and in which no change
occurs in its outstanding Common Stock), or in case of any sale or transfer of
all or substantially all of the assets of the Issuer, or in the case of any
statutory exchange of securities with another corporation (including any
exchange effected in connection with a merger of a third corporation into the
Issuer, except where the Issuer is the surviving entity and no change occurs
in its outstanding Common Stock), the corporation formed by such consolidation
or the corporation resulting from such merger or the corporation which shall
have acquired such assets or securities of the Issuer, as the case may be,
shall execute and deliver to the Holder simultaneously therewith a new
Warrant, satisfactory in form and substance to the Holder, together with such
other documents as the Holder may reasonably request, entitling the Holder
thereof to receive upon exercise of such Warrant the kind and amount of shares
of stock and other securities and property receivable upon such consolidation,
merger, sale, transfer or exchange of securities, or upon the dissolution
following such sale or other transfer, by a holder of the number of shares of
Common Stock purchasable upon exercise of this Warrant immediately prior to
such consolidation, merger, sale, transfer, or exchange, PROVIDED that if the
kind or amount of securities, cash or other property receivable upon such
consolidation, merger, statutory exchange, sale or conveyance is not the same
for each share of Common Stock in respect of which rights of election shall
not have been exercised ("non-electing share"), then for the purpose of this
paragraph (d) the kind and amount of securities, cash or other property
receivable upon such consolidation, merger, statutory exchange, sale or
conveyance for each non-electing share shall be deemed to be the kind and
amount so receivable per share by a plurality of the non-electing shares.
Such new Warrant shall contain the same basic other terms and conditions as
this Warrant and shall provide for adjustments which, for events subsequent to
the effective date of such written instrument, shall be as nearly equivalent
as may be practicable to the adjustments provided for in this Section 6. The
above provisions of this paragraph (d) shall similarly apply to successive
consolidations, mergers, exchanges, sales or other transfers covered hereby.
(e) If the Issuer shall, at any time before the expiration of this
Warrant, dissolve, liquidate or wind up its affairs, the Holder shall, upon
exercise of this Warrant have the right to receive, in lieu of the shares of
Common Stock of the Issuer that the Holder otherwise would have been entitled
to receive, the same kind and amount of assets as would have been issued,
distributed or paid to the Holder upon any such dissolution, liquidation or
winding up with respect to such shares of Common Stock of the Issuer had the
Holder been the holder of record of such shares of Common Stock receivable
upon exercise of this Warrant on the date for determining those entitled to
receive any such distribution. If any such dissolution, liquidation or
winding up results in any cash distribution in excess of the Exercise Price
provided by this Warrant for the shares of Common Stock receivable upon
exercise of this Warrant, the Holder may, at the Holder's option, exercise
this Warrant without making payment of the Exercise Price and, in such case,
the Issuer shall, upon distribution to the Holder, consider the Exercise Price
to have been paid in full and, in making settlement to the Holder, shall
obtain receipt of the Exercise Price by deducting an amount equal to the
Exercise Price for the shares of Common Stock receivable upon exercise of this
Warrant from the amount payable to the Holder. For purposes of this
paragraph, the sale of all or substantially all of the assets of the Issuer
and distribution of the proceeds thereof to the Issuer's shareholders shall be
deemed a liquidation.
<PAGE>
(f) If an event occurs which is similar in nature to the events
described in this Section 6, but is not expressly covered hereby, the Board of
Directors of the Issuer shall make or arrange for an equitable adjustment to
the number of Warrant Shares and the Exercise Price.
(g) The term "Common Stock" shall mean the Common Stock, no par
value, of the Issuer as the same exists at the Closing Date or as such stock
may be constituted from time to time, except that for the purpose of this
Section 6, the term "Common Stock" shall include any stock of any class of the
Issuer which has no preference in respect of dividends or of amounts payable
in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Issuer and which is not subject to redemption by the Issuer.
(h) The Issuer shall retain a firm of independent public
accountants of recognized standing (who may be any such firm regularly
employed by the Issuer) to make any computation required under this Section 6,
and a certificate signed by such firm shall be conclusive evidence of the
correctness of any computation made under this Section 6.
(i) Whenever the number of Warrant Shares or the Exercise Price
shall be adjusted as required by the provisions of this Section 6, the Issuer
forthwith shall file in the custody of its secretary or an assistance
secretary, at its principal office, and furnish to each Holder hereof, a
certificate prepared in accordance with paragraph (h) above, showing the
adjusted number of Warrant Shares and the Exercise Price and setting forth in
reasonable detail the circumstances requiring the adjustment.
(j) Notwithstanding any other provision, this Warrant shall be
binding upon and inure to the benefit of any successor or successors of the
Issuer.
(k) No adjustment in the Exercise Price in accordance with the
provisions of this Section 6 need be made if such adjustment would amount to a
change in such Exercise Price of less than $.01; PROVIDED, HOWEVER, that the
amount by which any adjustment is not made by reason of the provisions of this
paragraph (k) shall be carried forward and taken into account at the time of
any subsequent adjustment in the Exercise Price.
(l) If an adjustment is made under this Section 6 and the event to
which the adjustment relates does not occur, then any adjustments in
accordance with this Section 6 shall be readjusted to the Exercise Price and
the number of Warrant Shares which would be in effect had the earlier
adjustment hot been made.
Section 7. TAXES ON ISSUE OR TRANSFER OF COMMON STOCK AND WARRANT.
The Issuer shall pay any and all documentary stamp or similar issue or
transfer taxes payable in respect of the issue or delivery of shares of Common
Stock or other securities on the exercise of this Warrant. The Issuer shall
not be required to pay any tax which may be payable in respect of any transfer
of this Warrant or in respect of any transfers involved in the issue or
delivery of shares or the exercise of this Warrant in a name other than that
of the Holder and the person requesting such transfer, issue or delivery shall
be responsible for the payment of any such tax (and the Issuer shall not be
required to issue or deliver said shares until such tax has been paid or
provided for).
Section 8. NOTICE OF ADJUSTMENT. So long as this Warrant shall be
outstanding, (a) if the Issuer shall propose to pay any dividends or make any
distribution upon the Common Stock, or (b) if the Issuer shall offer generally
to the holders of Common Stock the right to subscribe to or purchase any
shares of any class of Common Stock or securities convertible into Common
Stock or any other similar rights, or (c) if there shall be any proposed
capital reorganization of the Issuer in which the Issuer is not the surviving
entity, recapitalization of the capital stock of the Issuer, consolidation or
merger of the Issuer with or into another corporation, sale, lease or other
transfer of all or substantially all of the property and assets of the Issuer,
or voluntary or involuntary dissolution, liquidation or winding up of the
Issuer, or (d) if the Issuer shall give to its stockholders any notice, report
or other communication respecting any significant or special action or event,
then in such event, the Issuer shall give to the Holder, at least thirty days
prior to the relevant date described below (or such shorter period as is
reasonably possible if thirty days is not reasonably possible), a notice
containing a description of the proposed action or event and stating the date
or expected date on which a record of the Issuer's stockholders is to be taken
for any of the foregoing purposes, and the date or expected date on which any
such dividend, distribution, subscription, reclassification, reorganization,
consolidation, combination, merger, conveyance, sale, lease or transfer,
dissolution, liquidation or winding up is to take place and the date or
expected date, if any is to be fixed, as of which the holders of Common Stock
of record shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such event.
Section 9. REGISTRATION RIGHTS. (a) Right to Piggyback. Whenever
the Company proposes to register any of its shares of Common Stock under the
Securities Act of 1933, as amended (the "Securities Act") and the registration
form to be used is not a Form S-8 or Form S-4 and otherwise may be used for
the registration of any Warrant Shares (a "Piggyback Registration"), the
Company will give prompt written notice to all holders of the Warrant Shares
for which the registration form may be used of its intention to effect such a
registration and will include in such registration all Warrant Shares (in
accordance with the priorities set forth in Subsections 9(b) and 9(c) below)
with respect to which the Company has received written requests for inclusion
therein within fifteen (15) days after the receipt of the Company's notice or
such shorter time as the Company may deem necessary or advisable due to the
anticipated filing date of such registration. Inclusion of Warrant Shares in
any secondary registration on behalf of holders of the Company's securities
will be subject to any rights of approval and other rights which such holders
may have and conditions which such holders may impose.
(b) PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback Registration
is an underwritten primary registration on behalf of the Company and the
managing underwriters advise the Company in writing that in their opinion the
number of securities requested to be included in such registration exceeds the
number which can be sold in such offering, the Company will include in such
registration (i) first, the securities that the Company proposes to sell and
(ii) second, the Warrant Shares requested to be included in such registration
and other securities requested to be included in such registration pro rata
among the holders of the Warrant Shares and the other securities on the basis
of the number of securities so requested to be included therein.
(c) PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders of
the Company's securities and the managing underwriters advise the Company in
writing that in their opinion the number of securities requested to be
included in such registration exceeds the number which can be sold in such
offering, the Company will include in such registration (i) first, the
securities requested to be included therein by the holders requesting such
registration and such other securities as may have the right to be included on
a priority with such securities, pro rata based on the number of such
securities requested to be included in such registration and (ii) second, the
Warrant Shares and other securities requested to be included in such
registration, pro rata based on the number of Warrant Shares and other
securities so requested to be included therein.
(d) SELECTION OF UNDERWRITERS. If any Piggyback Registration is an
underwritten offering, the selection of investment banker(s) and manager(s)
for the offering will be in the discretion of the Company.
Section 10. NOTICES. All communications hereunder shall be in
writing, and, if sent to the Holder shall be sufficient in all respects if
delivered, sent by registered mail, or by telecopy and confirmed to the Holder
at:
First Bermuda Securities Limited
33/35 Reid Street, Jardine House
Hamilton, Bermuda HM11
Attention: Maxwell R. Roberts
Telephone: (809) 295-1330
Telecopy: (809) 292-9471
<PAGE>
or it to any other Holder, addressed to such Holder at such address as it
shall have specified to the Issuer in writing, or, if sent to the Issuer,
shall be delivered, sent by registered mail or by telecopy and confirmed to
the Issuer at:
Logic Devices Incorporated
628 East Evelyn Avenue
Sunnyvale, California 94086
Attention: William J. Volz
Telephone: (408) 737-3300
Telecopy: (408) 733-6415
Section 11. GOVERNING LAW. This Warrant shall be governed by, and
interpreted in accordance with, the laws of the State of California.
Dated: August 21, 1995
LOGIC DEVICES INCORPORATED
BY:_______________________________
Name: Willaim J. Volz
Title:President
ATTEST:
__________________________________
Secretary
<PAGE>
SCHEDULE ONE
ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise this Warrant
and to purchase ____________ shares of Logic Devices Incorporated Common Stock
issuable upon the exercise of this Warrant, and requests that certificates for
such shares shall be issued in the name of:
(Name)
(Address)
(United States Social Security or other taxpayer
identifying number, if applicable)
and, if different from above, be delivered to:
(Name)
(Address)
and, if the number of Warrant Shares so purchased are not all of the Warrant
Shares issuable upon exercise of this Warrant, that a Warrant to purchase the
balance of such Warrant Shares be registered in the name of, and delivered to,
the undersigned at the address stated below.
Date: , 19
Name of Registered Owner:
Address:
Signature:
<PAGE>
SCHEDULE TWO
[Warrant Agent]
Dear Sir/Madam
In connection with the warrant of Logic Devices Incorporated issued to
First Bermuda Securities Limited, on August 21, 1995, and attached hereto, the
undersigned certifies, represents and warrants as follows:
1. I/We hereby exercise the warrants identified above. [Give details of how
payment is being made, in accordance with terms of warrants.]
2. I/We hereby certify that I am/we are not a U.S. person (as that term is
defined in Regulation S under the Securities Act); nor am I/we acting for or
on behalf of a U.S. person.
3. At the time of exercise of the warrants I am/we are and any person for
whom we are acting is located outside the United States.
4. Please deliver the common stock of Logic Devices Incorporated as follows:
______________
______________
______________
[specify address outside the United States]
Very truly yours,
[WARRANTHOLDER]
By:________________
Name:
Title:
<PAGE>
EXHIBIT B
[Warrant Agent]
Dear Sir/Madam
In connection with the Warrant of Logic Devices Incorporated, issued to First
Bermuda Securities Limited, on August 21, 1995, and attached hereto, the
undersigned performed the functions of managing underwriter in connection with
the offering of such warrants and certifies, represents and warrants as
follows:
We hereby certify that the distribution of the warrants identified above
was completed on August 21, 1995.
Very truly yours,
FIRST BERMUDA SECURITIES LIMITED
By:_____________________________
Name:
Title:
