As filed with the Securities and Exchange Commission on July 6,
1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to Be Registered....................... Common
Stock, no par value
Amount To Be Registered........................... 226,770 (1)
Proposed Maximum Offering Price Per Share......... $4.41 (2)
Proposed Maximum Aggregate Offering Price........ $1,000,000
Amount of Registration Fee....................... $345.00
(1) Represents shares of Common Stock to be distributed pursuant to the
Company's Employee Stock Ownership Plan.
(2) Calculated in accordance with Rule 457(h) under the Securities Act of
1933, as amended.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Logic Devices Incorporated
Employee Stock Ownership Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, including Amendment No. 1 to the Form 10-K filed
on April 26, 1995, the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995 and the description of the
Company's Common Stock contained in the registration statement on
Form 8-A dated September 15, 1988, including any amendments or
reports filed for the purpose of updating such description, are
incorporated by reference into this registration statement. Any
documents filed by the Company subsequent to the filing of this
registration statement pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and
to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. 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 7. Exemption from Registration Claimed
Not Applicable.
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)
99.1* Logic Devices Incorporated Employee Stock Ownership Plan
_________________________
*Filed herewith.
<PAGE>
Item 9. 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)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and 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 which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 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.
The Company has submitted the Plan, as amended, to the Internal Revenue
Service ("IRS") for a determination letter that the Plan is qualified pursuant
to Section 401 of the Internal Revenue Code of 1986, as amended (the "Code"),
and will make all changes required by the IRS in order to qualify the Plan
under the Code.
<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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on July 6, 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 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 July 6, 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>
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 8
23.1 Consent of Meredith Cardozo 10
23.2 Consent of Barack, Ferrazzano, Kirschbaum & Perlman
(included in Exhibit 5.1)
99.1 Logic Devices Incorporated Employee Stock Ownership Plan (P)
<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
July 6, 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-8 (the
"Registration Statement") to be filed on or about July 6, 1995, with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to 226,770 shares (the "Securities") of
common stock, no par value, of the Corporation which are held by the Logic
Devices Incorporated Employee Stock Ownership Plan (the "Plan").
We have examined the Plan and the originals 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 23.1
Meredith Cardozo
Certifies Public Accountants
Independent Auditors' Consent
We Consent to the incorporation by reference in the Registration Statement on
Form S-8 filed with the SEC by Logic Devices Incorporated (the "Company") on
July 6, 1995, of our report, dated February 15, 1995, relating to the
consolidated balance sheets of the Company as of December 31, 1994 and 1993,
and the related consolidated statements of income, shareholders' equity and
cash flows and related schedules for each of the year in the three-year
period ended December 31, 1994, which report appears in the December 31, 1994,
Annual Report on Form 10-K of the Company.
Meredith Cardozo
San Jose, California
July 6, 1995
