As filed with the Securities and Exchange Commission on August
30, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Each Class Proposed Maximum Proposed Maximum
of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share{(1)} Price{(1)} Registration Fee
<S> <C> <C> <C> <C>
Common Stock, no par
value
75,000 $12.50 $937,500 $324.00
</TABLE>
(1) 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 based on 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.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 30, 1995
LOGIC DEVICES INCORPORATED
75,000 SHARES OF COMMON STOCK
This Prospectus relates to 75,000 shares of common stock, no par
value per share (the "Common Stock"), of Logic Devices Incorporated
(the "Company") which are held by the "Selling Shareholder" identified
herein (the "Offered Securities").
The Offered Securities may be offered from time to time by the
"Selling Shareholder" or its pledgees, donees, transferees or other
successors in interest. See "Selling Shareholder." THE SELLING
SHAREHOLDER HAS 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. 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, which will
be borne by the Selling Shareholder.
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 August 29, 1995, the last reported
sale price of the Common Stock, as reported by the Nasdaq National
Market System, was $12.125.
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. 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, including
the Selling Shareholder, 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 6,193,100
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 1.2% of the total number of
shares of Common Stock outstanding. The Selling Shareholder owns 75,000
shares of Common Stock, all of which shares are being registered for sale
hereunder. See "Selling Shareholder" and "Plan of Distribution." If the
Selling Shareholder 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 two placements in August
of 1995 for an aggregate of 855,000 shares of Common Stock. 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 warrants to purchase an aggregate of 326,895
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
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
<PAGE>
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 separate private placement transactions
exempt from registration under the Securities Act, for an aggregate
consideration of approximately $9,850,000. The shares 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
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 were issued by the
Company in connection with one of the private placements described above. The
warrants give 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 the grant date of August 21, 1995). The
warrants were exercisable immediately upon their issuance and expire on August
21, 1998. The warrants are transferable by the holders thereof in accordance
with applicable securities laws.
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of any of the
Offered Securities by the Selling Shareholder.
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 following table sets forth additional information as of August 28, 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
TOTAL 75,000 75,000 0
</TABLE>
PLAN OF DISTRIBUTION
The Offered Securities may be sold from time to time by the Selling
Shareholder or its 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 (or its 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 (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.
Under the terms of the agreement by and among the Company, Star and CMAC,
CMAC is permitted to sell no more than 37,500 of the 75,000 shares of Common
Stock which it owns within the first ten days of the effective date of the
registration statement filed in connection with this Prospectus, and following
this ten day period is permitted to sell up to one-sixth of the remaining
unsold shares of Common Stock each month for the next six months, unless CMAC
receives prior written permission from the Company to accelerate the sale of
its shares of Common Stock. 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, but has not
requested permission from the Company to accelerate the timing in which such
sales may be made under its agreement with the Company.
<PAGE>
The Company has agreed to indemnify the Selling Shareholder 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, brokers or dealers who participate in
the distribution of the Offered Securities may be entitled to indemnification
by the Selling Shareholder 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
PROSPECTUS DOES NOT CONSTITUTE AN
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 LOGIC DEVICES
DELIVERY OF THIS PROSPECTUS NOR INCORPORATED
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.
75,000 SHARES OF
COMMON STOCK
TABLE OF CONTENTS
PAGE
Available Information 2
Documents Incorporated By
Reference 2
Risk Factors 3
The Company 6
PROSPECTUS
Subsequent Events 7
Use of Proceeds 8
Selling Shareholders 8
Plan of Distribution 8
Legal Matters 9
Experts 9
<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 $ 324.00
Legal Fees and Expenses $ 8,000.00
Accounting Fees and Expenses $ 500.00
Miscellaneous $ 1176.00
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
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
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on August 30,
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
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints William J. Volz and Todd J. Ashford, and each
of them, his true and lawful attorney-in-fact and agent, each with full
power of substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities (including in his capacity as a
director or officer of Logic Devices Incorporated) to sign any or all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or any of them, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons in
the capacities indicated on the dates indicated below on August 30, 1995.
SIGNATURE TITLE
/S/ HOWARD L. FARKAS Chairman of the Board
Howard L. Farkas
/S/ BURTON W. KANTER Director
Burton W. Kanter
/S/ ALBERT MORRISON, JR. 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)
<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
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 5.1
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
TELEPHONE: (312) 984-3100
FAX: (312) 984-3150
August 30, 1995
Logic Devices Incorporated
628 East Evelyn Avenue
Sunnyvale, California 94086
Ladies and Gentlemen:
We have acted as counsel to Logic Devices Incorporated (the
"Corporation") in connection with the preparation of a Registration
Statement on Form S-3 (the "Registration Statement") to be filed on or
about August 30, 1995, with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to 75,000 shares (the "Securities") of common stock, no
par value, of the Corporation which are held by the Credit Managers
Association of California.
We have examined original or photostatic or certified copies of such
records of the Corporation, including its Restated Articles of
Incorporation and bylaws, certificates of officers of the Corporation
and of public officials and such other documents as we have deemed
relevant and necessary as the basis for the opinion set forth below.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as photostatic or certified copies and the
authenticity of the originals of such copies. We have also made
inquiries of officers and employees of the Corporation and of such
others as deemed necessary for purposes of this opinion.
While we have reviewed the California General Corporation Law, we
call your attention to the fact that our firm only requires lawyers to
be qualified to practice law in the State of Illinois and, in
rendering the following opinions, we assume such statute will be
construed and interpreted in a fashion comparable to that of the
Illinois Business Corporation Act.
Based upon such examination and inquiries and subject to the
assumptions stated, we are of the opinion that the Securities are
legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
<PAGE>
EXHIBIT 10.1
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT is made as of April 14, 1995 by and between
Logic Devices Incorporated, a California corporation (the
"Company"), Star Semiconductor Corporation, a Delaware
corporation ("Purchaser") and Credit Managers Association of
California, as Trustee for the creditors of the Company
("CMA").
RECITALS
A. The Company and Purchaser are parties to a certain
Asset Purchase Agreement of even date herewith (the "Asset
Purchase Agreement"). In order to induce Purchaser to enter
into the Asset Purchase Agreement, the Company has agreed to
provide the registration rights to Purchaser as set forth in
this Agreement. The execution and delivery of this Agreement
is a condition to the "Closing" under the Asset Purchase
Agreement. Except as otherwise indicated, capitalized terms
used herein are defined in Section 8 hereof.
B. Purchaser is in the process of liquidating all of its
assets and distributing the proceeds to CMA for allocation and
distribution to Purchaser's creditors and may distribute to
CMA the Registerable Securities issued to Purchaser pursuant
to the Asset Purchase Agreement.
The parties hereto agree as follows:
1. PIGGYBACK REGISTRATIONS.
(A) RIGHT TO PIGGYBACK. From and upon the date of this
Agreement and until the second anniversary of such date (or
any such additional time as may be required to effect a
registration noticed in such two-year period or until the
expiration of any waiting period in effect upon such two-year
anniversary), if the Company proposes to register any of its
securities under the Securities Act (other than pursuant to a
Demand Registration hereunder as set forth in Subsection 2(a)
or an offering of securities in connection with an employee
benefit plan, share dividend, share ownership or dividend
reinvestment plan), and the registration form to be used may
be used for the registration of any Registrable Securities (a
"Piggyback Registration"), the Company will give prompt
written notice to all holders of the Registrable Securities of
its intention to effect such a registration and will include
in such registration all Registrable Securities (in accordance
with the priorities set forth in Subsections 1(c) and 1(d)
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.
(B) PIGGYBACK EXPENSES. The Registration Expenses (as
defined in Section 5(a) hereof) of the holders of Registrable
Securities will be paid by the Company in all Piggyback
Registrations.
(C) 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 within a
price range acceptable to the Company, the Company will
include in such registration (i) first, the securities that
the Company proposes to sell, and (ii) second, the
Registerable Securities requested to be included in such
registration and other securities requested to be included in
such registration, PRO RATA among the holders of such
Registerable Securities and the holders of such other
securities on the basis of the number of shares which the
holders of such Registerable Securities have requested for
registration and which the holders of such other securities
have requested for registration.
<PAGE>
(D) 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 within a price range acceptable to the
holders initially requesting such registration, the Company
will include in such registration (i) first, the securities
requested to be included therein by the holders requesting
such registration, and (ii) second, the Registerable
Securities requested to be included in such registration and
the other securities requested to be included in such
registration, PRO RATA among the holders of such Registerable
Securities and the holders of such other securities on the
basis of the number of shares which the holders of such
Registerable Securities have requested for registration and
which the holders of such other securities have requested for
registration.
(E) SELECTION OF UNDERWRITERS. If any Piggyback
Registration is an underwritten offering, the Company will
have the right to select the investment banker(s) and
manager(s) to administer the offering.
2. DEMAND REGISTRATIONS.
(A) REQUESTS FOR REGISTRATION. From and upon sixty
(60) days from the date of this Agreement and until the second
anniversary of such date (or any such additional time as may
be required to effect a registration noticed in such two-year
period or until the expiration of any waiting period in effect
upon such two-year anniversary), subject to the terms of this
Agreement, the holders of the then outstanding Registrable
Securities may, at any time, request registration under the
Securities Act of all, but not less than all, of their
Registrable Securities. All registrations requested pursuant
to this Subsection 2(a) are referred to herein as "Demand
Registrations."
(B) NUMBER OF DEMAND REGISTRATIONS. The holders of
the Registrable Securities will be entitled to request one (1)
Demand Registrations pursuant to which the Registrable
Securities shall be registered and in which the Company will
pay all Registration Expenses; provided, however, that a
request for a Demand Registration will not be counted against
such one permitted Demand Registration unless all the
Registrable Securities are registered as part of the Demand
Registration.
(C) PRIORITY ON DEMAND REGISTRATIONS. The Company
will not include in any Demand Registration any securities
which are not Registrable Securities without the written
consent of holders of at least a majority of the Registrable
Securities. If other securities are permitted to be included
in a Demand Registration which is an underwritten offering and
the managing underwriters advise the Company in writing that
in their opinion the number of Registrable Securities and
other securities requested to be included exceeds the number
of Registrable Securities and other securities which can be
sold in such offering within a price range acceptable to the
holders of a majority of the Registerable Securities initially
requesting registration, the Company will include in such
registration, prior to the inclusion of any securities which
are not Registrable Securities, the number of Registrable
Securities requested to be included which in the opinion of
such underwriters can be sold, PRO RATA among the respective
holders on the basis of the amount of Registrable Securities
so requested to be included therein. Any person or entity
other than holders of Registrable Securities who participate
in Demand Registrations which are not at the Company's expense
must pay their share of the Registration Expenses as provided
in Section 5 hereof.
<PAGE>
(E) SELECTION OF UNDERWRITERS. In the case of an
underwritten offering, the holders of a majority of the
Registrable Securities included in any Demand Registration
will have the right to select the investment banker(s) and
manager(s) to administer the offering, subject to the
Company's approval which will not be unreasonably withheld.
3. HOLDBACK AGREEMENTS.
(a) Each holder of Registrable Securities agrees not
to effect any public sale or distribution of equity securities
of the Company, or any securities convertible into or
exchangeable or exercisable for such securities, except as
part of such underwritten registration and/or in compliance
with the terms set forth in Section 9 below, during the seven
(7) days prior to and the 90-day period beginning on the
effective date of any underwritten registered public offering
of equity securities, unless the underwriters managing the
registered public offering otherwise agree and such sale or
distribution otherwise complies with Regulation
<section>240.10b-6 of the Securities Exchange Act.
(b) The Company agrees (i) not to effect any public
sale or distribution of its equity securities, or any
securities convertible into or exchangeable or exercisable for
such securities, during the seven (7) days prior and the 90-
day period beginning on the effective date of any underwritten
Demand Registration or any underwritten Piggyback Registration
(except as part of such underwritten registration or pursuant
to registrations on Form S-8 or any successor form), unless
the underwriters managing the registered public offering
otherwise agree.
4. REGISTRATION PROCEDURES. Whenever the holders of
Registrable Securities have, in compliance with the terms and
conditions set forth herein, requested that the Registrable
Securities will be registered pursuant to this Agreement, the
Company will use its best efforts to effect the registration
within 45 days of such request and facilitate the sale of such
Registrable Securities in accordance with the intended method
of disposition thereof, and pursuant thereto, the Company will
as expeditiously as possible:
(a) prepare and file with the Securities and Exchange
Commission a registration statement with respect to such
Registrable Securities and use its best efforts to cause such
registration statement to become effective (provided that,
before filing a registration statement or prospectus or any
amendments or supplements thereto, the Company will furnish to
the counsel selected by the holders of a majority of the
Registrable Securities covered by such registration statement
copies of all such documents proposed to be filed);
(b) prepare and file with the Securities and Exchange
Commission such amendments and supplements to such
registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration
statement effective for a period of nine (9) months and comply
with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration
statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in
such registration statement;
(c) obtain all necessary consents of the Company's
counsel and independent auditors;
(d) furnish to each seller of Registrable Securities
such number of copies of such registration statement, each
amendment and supplement thereto, the prospectus included in
such registration statement (including each preliminary
prospectus) and such other documents as such seller may
reasonably request in order to facilitate the disposition of
the Registrable Securities owned by such seller;
<PAGE>
(e) use its best efforts to register or qualify such
Registrable Securities under such other securities or blue sky
laws of such jurisdictions as any seller of Registrable
Securities reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to
enable such seller to consummate the disposition in such
jurisdictions of Registrable Securities owned by such seller
(provided that the Company will not be required to (i) qualify
generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this
subparagraph, (ii) subject itself to taxation in any such
jurisdiction, (iii) consent to general service of process in
any such jurisdiction unless the Company is subject to service
in such jurisdiction and except as may be required by the
Securities Act, or (iv) qualify such Registerable Securities
in a given jurisdiction where expressions of investment
interest are not sufficient in such jurisdiction to reasonably
justify the expense of qualification in that jurisdiction or
where such qualification would require the Company to register
as a broker or dealer in such jurisdiction).
(f) notify each seller of such Registrable Securities,
at any time when a prospectus relating thereto is required to
be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such
registration statement contains an untrue statement of a
material fact or omits any fact necessary to make the
statements therein not misleading, and, at the request of any
such seller, the Company will prepare a supplement or
amendment to such prospectus so that, as thereafter delivered
to the purchasers of such Registrable Securities, such
prospectus will not contain an untrue statement of a material
fact or omit to state any fact necessary to make the
statements therein not misleading;
(g) cause all such Registrable Securities to be listed
on each securities exchange on which similar securities issued
by the Company are then listed, if any;
(h) provide a transfer agent and registrar for all
such Registrable Securities not later than the effective date
of such registration statement;
(i) enter into such customary agreements (including
underwriting agreements in customary form) and take all such
other actions as the holders of a majority of the Registrable
Securities being sold or the underwriters, if any, reasonably
request in order to expedite or facilitate the disposition of
such Registrable Securities (including, without limitation,
effecting a stock split or a combination of shares); and
(j) make available for inspection during normal
business hours by any seller of Registrable Securities, any
underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant or other
agent retained by any such seller or underwriter, all
financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company's officers,
directors, employees and independent accountants to supply all
information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with
such registration statement.
5. REGISTRATION EXPENSES.
(a) All expenses incident to the Company's performance
of or compliance with this Agreement, including, without
limitation, all registration and filing fees, fees and
expenses of compliance with securities or blue sky laws,
printing expenses, messenger and delivery expenses, and fees
and disbursements of counsel for the Company and all
independent certified public accountants, underwriters
(excluding discounts and commissions) and other person or
entity retained by the Company (all such expenses being herein
called "Registration Expenses") will be borne by the Company.
The Company will also pay its internal expenses (including,
without limitation, all salaries and expenses of its officers
and employees performing legal or accounting duties), the
expense of any annual audit or quarterly review, the expense
of any liability insurance and the expenses and fees for
listing the securities to be registered on each securities
exchange on which similar securities issued by the Company are
then listed.
<PAGE>
(b) In connection with each Demand Registration, the
Company will reimburse the holders of Registrable Securities
covered by such registration for the reasonable fees and
disbursements of one counsel chosen by the holders of the
majority of such Registrable Securities.
6. INDEMNIFICATION.
(a) The Company agrees to indemnify, to the extent
permitted by law, each holder of Registrable Securities, its
officers and directors and each person or entity who controls
such holder (within the meaning of the Securities Act) against
all losses, claims, damages, liabilities and expenses caused
by any untrue or alleged untrue statement of material fact
contained in any registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact
required to be stated therein, except insofar as the same are
caused by or contained in any information furnished in writing
to the Company by such holder expressly for use therein or
which such holder failed to provide after being so requested
or by such holder's failure to deliver a copy of the
registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished such
holder with a sufficient number of copies of the same or which
is otherwise attributable of the negligence or willful
misconduct of such holder. In connection with an underwritten
offering, the Company will indemnify such underwriters, their
officers and directors and each person or entity who controls
such underwriters (within the meaning of the Securities Act)
to the same extent as provided above with respect to the
indemnification of the holders of Registrable Securities. The
reimbursements required by this Section 6(a) will be made by
periodic payments during the course of the investigation of
defense, as and when bills are received or expenses incurred.
(b) In connection with any registration statement in
which a holder of Registrable Securities is participating,
each such holder will furnish to the Company in writing such
information and affidavits as the Company reasonably requests
for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, will indemnify
the Company, its directors and officers, each person or entity
who controls the Company (within the meaning of the Securities
Act), against any losses, claims, damages, liabilities and
expenses resulting from any untrue or alleged untrue statement
of material fact contained or required to be contained in the
registration statement, prospectus or preliminary prospectus
or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement
or omission is contained or required to be contained in any
information or affidavit so furnished or required to be so
furnished in writing by such holder.
(c) Any person or entity entitled to indemnification
hereunder will (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks
indemnification and (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to
such claim, permit such indemnifying party to assume the
defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for
any settlement made by the indemnified party without its
consent (but such consent will not be unreasonably withheld).
<PAGE>
An indemnifying party who is not entitled to, or elects not
to, assume the defense of a claim will not be obligated to pay
the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such
claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties
with respect to such claim.
(d) The indemnification provided for under this
Agreement will remain in full force and effect regardless of
any investigation made by or on behalf of the indemnified
party or any officer, director or controlling person or entity
of such indemnified party and will survive the transfer of
securities. The Company also agrees to make such provisions,
as are reasonably requested by any indemnified party, for
contribution to such party in the event the Company's
indemnification is unavailable for any reason.
7. CURRENT PUBLIC INFORMATION.
(a) At all times after the Company has filed a
registration statement with the Securities and Exchange
Commission pursuant to the requirements of either the
Securities Act or the Securities Exchange Act and such
registration statement has been declared effective, the
Company will file all reports required to be filed by it under
the Securities Act and the Securities Exchange Act, and will
take such further action as any holder or holders of
Registrable Securities may reasonably request, all to the
extent required to enable such holders to sell Registrable
Securities pursuant to (i) Rule 144 adopted by the Securities
and Exchange Commission under the Securities Act (as such rule
may be amended from time to time) or any similar rule or
regulation hereafter adopted by the Securities and Exchange
Commission or (ii) a registration statement on Form S-2, Form
S-3 or Form S-18, if eligible, or any similar registration
statement form hereafter adopted by the Securities and
Exchange Commission. Upon request, the Company will deliver
to such holders of Registrable Securities a written statement
as to whether it has complied with such requirements.
(b) The Company is currently eligible to use Form S-3
for secondary offerings such as contemplated hereby and shall
make all filings necessary to maintain such eligibility.
8. DEFINITIONS.
(A) REGISTRABLE SECURITIES.
(1) The term "Registrable Securities" means (i)
any of the Company's Common Stock or other securities
issued to Purchaser pursuant to the Asset Purchase
Agreement, (ii) any Common Stock issued or issuable upon
conversion of any securities held by Purchaser, (iii) any
Common Stock issued or issuable with respect to the
securities referred to in clauses (i) and (ii) by way of
stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger,
consolidation or other reorganization, and (iv) any other
shares of Common Stock held by persons or entities holding
securities described in clauses (i) to (iii), inclusive,
above.
(2) As to any particular Registrable Securities,
such securities will cease to be Registrable Securities
when they have (a) been effectively registered under the
Securities Act and disposed of in accordance with the
registration statement covering them, (b) been sold to the
public in accordance with Rule 144 (or any similar
provision then in force) under the Securities Act, or (c)
been otherwise transferred and new certificates for them
not bearing a Securities Act restrictive legend have been
delivered by the Company pursuant to the Purchase
Agreement. Whenever any particular securities cease to be
Registrable Securities, the holder thereof will be entitled
to receive from the Company, without expense, new
securities of like tenor not bearing a restrictive legend.
<PAGE>
(b) The term "Securities Act" means the Securities Act
of 1933, as amended, and all rules and regulations promulgated
thereunder.
(c) The term "Securities Exchange Act" means the
Securities Exchange Act of 1934, as amended, and all rules and
regulations promulgated thereunder.
(d) Unless otherwise stated, other capitalized terms
contained herein have the meanings set forth in the Asset
Purchase Agreement.
9. SALES OF REGISTRABLE SHARES. Upon and within the first
ten (10) days after the effective date of a Piggyback or
Demand Registration pursuant to this Agreement, each holder of
Registrable Securities agrees that no more than 37,500 of the
Registrable Securities (subject to adjustment pursuant to
Section 8(a)(1)(iii)) will be sold within this ten (10) day
period without the prior written consent of the Company (which
will not be unreasonably withheld giving due consideration to
the impact such sales would have on the market for the
Company's shares of Common Stock). During the next six (6)
months thereafter, any Registrable Securities remaining unsold
at the end of the ten (10) day period may be sold at a rate
whereby sales in any given month do not exceed one-sixth of
the shares of Common Stock remaining unsold at the end of the
initial ten (10) day period. The difference between the
amount of Registrable Securities sold in a given month and the
amount that can be sold will not be carried over to subsequent
months during such six months without the prior written
consent of the Company (which will not be unreasonably
withheld giving due consideration to the impact such sales
would have on the market for the Company's shares of Common
Stock). Any Registrable Securities remaining unsold at the
end of the six (6) month period can be sold in such manner and
in such amounts as the holder of such Registrable Securities
may determine.
10. MISCELLANEOUS.
(A) NO INCONSISTENT AGREEMENTS. The Company will not
hereafter enter into any agreement with respect to its
securities which is inconsistent with the rights granted to
the holders of Registrable Securities in this Agreement.
(B) ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The
Company will not take any action or permit any change to occur
with respect to its securities which would materially and
adversely affect the ability of the holders of Registrable
Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement or which
would materially and adversely affect the marketability of
such Registrable Securities in any such registration
(including, without limitation, effecting a stock split or a
combination of shares).
(C) REMEDIES. Any person or entity having rights
under any provision of this Agreement will be entitled to
enforce such rights specifically, to recover damages caused by
reason of any breach of any provision of this Agreement, and
to exercise all other rights granted by law.
(D) AMENDMENTS AND WAIVERS. Except as otherwise
provided herein, the provisions of this Agreement may be
amended and the Company may take any action herein prohibited,
or omit to perform any act herein required to be performed by
it, only if the Company has obtained the written consent of
holders of at least a majority of the Registrable Securities.
<PAGE>
(E) SUCCESSORS AND ASSIGNS. All covenants and
agreements in this Agreement by or on behalf of any of the
parties hereto will bind and inure to the benefit of the
respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any
express assignment has been made, the provisions of this
Agreement which are for the benefit of purchasers or holders
of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable
Securities. The Company and Purchaser hereby agree that in
the event of any liquidation of Purchaser the Registerable
Securities may be distributed only to Purchaser's shareholders
or to CMA. The Company and CMA hereby agree that in the event
of any such distribution to CMA, CMA shall retain control of
the Registerable Securities, the further distribution or sale
thereof and the registration thereof pursuant to this
Agreement and CMA shall not distribute such Registerable
Securities to any of Purchaser's individual creditors.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first written above.
THE COMPANY:
LOGIC DEVICES INCORPORATED,
a California corporation
By:/s/ Todd J. Ashford
Its: CFO
PURCHASER:
STAR SEMICONDUCTOR CORPORATION, a
Delaware corporation
By:/s/ John Payne
Its: Designated Signing Officer
CREDIT MANAGERS ASSOCIATION OF
CALIFORNIA, As Trustee for the
creditors of Star Semiconductor
Corporation
By: /s/ Geoffrey L. Berman
Its: Assistant Secretary
<PAGE>
EXHIBIT 23.3
MC Meredith Cardozo
Certified Public Accountants
The Board of Directors
Logic Devices Incorporated:
We consent to incorporation by reference in the
registration statement on Form S-3 of Logic Devices
Incorporated of our report dated February 15, 1995,
relating to the consolidated balance sheets of Logic
Devices Incorporated as of December 31, 1994, 1993 and
1992, and the related consolidated statements of income,
shareholders* equity and cash flows and the related
schedules for each of the years in the three-year period
ended December 31, 1994, which report appears in the
December 31, 1994 annual report on Form 10-K of Logic
Devices Incorporated.
San Jose, California
August 30, 1995
