As filed with the Securities and Exchange Commission on July 7, 1995
Registration No. 33-60993
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LOGIC DEVICES INCORPORATED
(Exact Name of Registrant As Specified In Its Charter)
California 94-2893789
(State of Incorporation) (I.R.S. Employer
Identification
Number)
628 East Evelyn Avenue
Sunnyvale, California 94086
(408) 737-3300
(Address, including zip code, and telephone, including
area code, of registrant's principal executive office)
Logic Devices Incorporated
Employee Stock Ownership Plan
(Full title of the Plan)
William J. Volz
President
Logic Devices Incorporated
628 East Evelyn Avenue
Sunnyvale, California 94086
(408) 737-3300
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
With a copy to:
David R. Selmer, Esq.
Barack, Ferrazzano, Kirschbaum & Perlman
333 West Wacker, Suite 2700
Chicago, Illinois 60606
(312) 984-3100
<PAGE>
Item 8. Exhibits
Exhibit
Number Description
4.1 Form of certificate for shares of the Company's Common Stock
(incorporated by reference to Exhibit 1.1 of Amendment No. 1 on
Form 8, dated September 15, 1988, to the Company's Form 8-A,
dated October 4, 1988, SEC File No. 0-17187)
5.1* Opinion of Barack, Ferrazzano, Kirschbaum & Perlman
23.1* Consent of Meredith Cardozo
23.2* Consent of Barack, Ferrazzano, Kirschbaum & Perlman (included
in Exhibit 5.1)
24.1** Powers of Attorney
99.1* Logic Devices Incorporated Employee Stock Ownership Plan
99.2*** Amendment to the Logic Devices Incorporated Employee Stock
Ownership Plan
_________________________
* Included as an exhibit to the original filing of this Registration
Statement on July 7, 1995.
** Included on the signature page of the original filing of this
Registration Statement on July 7, 1995.
*** Filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-effective
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 July 14, 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
Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment No.1 to the Registration Statement has been signed by
each of the following persons in the capacities indicated on July 14, 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.
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
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 Exchange Act,
dated October 4, 1988, SEC File No. 0-17187)
5.1* Opinion of Barack, Ferrazzano, Kirschbaum & Perlman
23.1* Consent of Meredith Cardozo
23.2* Consent of Barack, Ferrazzano, Kirschbaum & Perlman
(included in Exhibit 5.1 to the Registration Statement)
24.1** Powers of Attorney
99.1* Logic Devices Incorporated Employee Stock Ownership Plan
99.2*** Amendment to the Logic Devices Incorporated Employee
Stock Ownership Plan 5
* Included as an exhibit to the original filing of this Registration
Statement on July 7, 1995.
** Included on the signature page to the original filing of this Registration
Statement on July 7, 1995.
*** Filed herewith
<PAGE>
Exhibit 99.2
AMENDMENT TO THE LOGIC DEVICES INCORPORATED
EMPLOYEE STOCK OWNERSHIP PLAN
This Amendment is made and entered into as of 7th day of July, 1995.
RECITAL
WHEREAS, the Board of Directors of Logic Devices Incorporated (the
"Company") has determined that it is in the best interests of the Corporation
and its stockholders to amend the LOGIC DEVICES INCORPORATED EMPLOYEE STOCK
OWNERSHIP PLAN (the "ESOP");
NOW, THEREFORE, effective January 1, 1995, Section 19 of the ESOP is hereby
stricken in its entirety and replaced in its stead with the following:
Section 19. AMENDMENT AND TERMINATION.
(a) Amendment.
To provide for contingencies which may require or make advisable
the clarification, modification or amendment of this Agreement, the Company
reserves the right to amend the Plan at any time and from time to time, in
whole or in part, including without limitation retroactive amendments necessary
or advisable to qualify the Plan and Trust under the provisions of Sections
401(a) and 4975(e)(7) of the Code or any successor or similar statute hereafter
enacted. Any such amendment to the Plan or Trust must be adopted by resolution
of the Company's Board of Directors. However, no such amendment shall (1)
cause any part of the assets of the Plan and Trust to revert to or be
recoverable by the Company or be used for or diverted to purposes other than
the exclusive benefit of Participants, former Participants and Beneficiaries,
(2) deprive any Participant, former Participant or Beneficiary of any benefit
already vested, except to the extent that such amendment may be necessary to
permit the Plan or the Trust to qualify or continue to qualify as tax-exempt,
(3) terminate the protections and rights described in Section 16, (4) alter,
change or modify the duties, powers or liabilities of the Trustee hereunder
without its written consent, or (5) with respect to any benefit previously
accrued, eliminate or reduce any early retirement benefit or retirement type
subsidy, or eliminate any optional form of benefit, except to the extent
permitted by Section 411(d)(6) of the Code. No amendment that shall change any
of the following types of provisions shall be made more than once every 6
months, other than to comport with changes in the Code, ERISA or the
regulations thereunder: (i) any provision stating the amount and price of
Employer Securities to be awarded to designated officers and directors or
categories of officers and directors; (ii) any provisions specifying the timing
of awards or allocations to officers and directors; (iii) any provision setting
forth a formula that determines the amount, price and timing of allocations or
awards, using objective criteria such as earnings of the Company, value of the
Employer Securities, Year of Service, job classification and Covered
Compensation levels.
<PAGE>
(b) Changes in the Code.
Any other provision of this Plan to the contrary notwithstanding,
if any amendment to the Code requires that a conforming plan amendment must be
adopted effective as of a stated effective date in order for this Plan to
continue to be a qualified plan, this Plan shall be operated in accordance with
the requirement of such amendment to that law until the date when a conforming
plan amendment is adopted, or the date when a clear and unambiguous
nonconforming plan amendment is adopted, whichever occurs first.
(c) Termination of Partial Termination or Complete Discontinuance of
Contributions.
Although the Company has established the Plan with the bona fide
intention and expectation that it will be able to make contributions
indefinitely, nevertheless, the Company shall not be under any obligation or
liability to continue its contributions or to maintain the Plan for any given
length of time. The Company may in its sole discretion discontinue such
contributions or terminate the Plan in whole or in part in accordance with its
provisions at any time without any liability for such discontinuance or
termination. In the event of a termination or complete discontinuance of
contribution, if the Plan is not replaced by a comparable plan qualified under
Section 401(a) of the Code, then the Accounts of all Participants affected by
the termination or discontinuance of contributions will become nonforfeitable.
In the event of a partial termination, the Accounts of all Participants affected
by the partial termination will become nonforfeitable. After termination of the
Plan, the Committee and the Trust will continue until the Plan benefit of each
Participant has been distributed. After termination of the Plan, distribution
of the Participants' Plan Benefits will be completed not later than one (1)
year after termination. Distributions made due to termination of the Plan shall
be in accordance with the form of distribution provided in the Plan.
(d) Determination by Internal Revenue Service.
Notwithstanding any other provision of the Plan, if the Internal
Revenue Service shall fail or refuse to issue a favorable written determination
or ruling with respect to the continued qualification of the Plan and exemption
of the Trust from tax under Section 501(a) of the Code, all Employer
Contributions under Section 401(a), together with any income received or
accrued thereon less any benefits or expenses paid shall, upon the written
direction of the Company, be deemed held by the Trustee under the Employee
Stock Ownership Plan as it existed prior to the adoption of this Plan and this
Plan and the Trust shall terminate.
(e) Return of Employer's Contribution.
Notwithstanding any other provision of the Plan, if a
Contribution is conditioned on its deductibility and the deduction is
disallowed or if a Contribution is made due to a mistake of fact, such Employer
Contribution may be returned to the Employer if such Contribution is returned
within one (1) year thereafter and if the amount returned does not exceed the
excess of the actual Contribution over the amount which would have been
contributed had there been no error in determining the deduction or mistake of
fact. Earnings of the Plan attributable to the excess Contribution may not be
returned to the Employer, but any losses attributable thereto must reduce the
amount so returned.
LOGIC DEVICES INCORPORATED
(SEAL) By: /s/ William J. Volz
William J. Volz,
President
