As filed with the Securities and Exchange Commission on November 20, 1995
Registration No. 33-62299
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
LOGIC DEVICES INCORPORATED
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-2893789
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
628 East Evelyn Avenue
Sunnyvale, California 94086
(408) 737-3300
(Address, including zip code and telephone number, including
area code, of Registrant's principal executive offices)
______________________
William J. Volz
President
Logic Devices Incorporated
628 East Evelyn Avenue
Sunnyvale, California 94086
(408) 737-3300
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
_______________________
COPIES TO:
David R. Selmer, Esq.
Barack, Ferrazzano, Kirschbaum & Perlman
333 West Wacker Drive
Suite 2700
Chicago, Illinois 60606
Approximate date of commencement of proposed sale to the public: As soon
as possible after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. <square>
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. <checked-box>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Proposed Proposed
Class Maximum Maximum
of Securities Offering Aggregate Amount of
to be Amount to be Price Offering Registration
Registered Registered(1) Per Share(2)(3) Price(2)(3) Fee(2)(3)
<S> <C> <C> <C> <C>
Common Stock,
no par value 106,850 $12.50/$9.0625 $1,226,141 $424.00
</TABLE>
(1) Consisting of (i) 75,000 shares of Common Stock and (ii) 31,850
additional shares of Common Stock issuable upon exercise of a warrant
to purchase Common Stock being registered on this form and an
indeterminate number of additional shares of Common Stock issuable
pursuant to the antidilution provisions of the warrant.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), and, with respect to 75,000 shares,
based on $12.50, the average of the high and low sales prices as
reported on the National Association of Securities Dealers Automated
Quotation National Market System for August 29, 1995. The filing fee
in the amount of $324.00 for these 75,000 shares was submitted with the
original filing of this Registration Statement.
(3) The filing fee with respect to the 31,850 shares added by this
Amendment No. 2 is based on $9.0625, the average of the high and low
sales prices as reported on the National Association of Securities
Dealers Automated Quotation National Market System for October 5, 1995.
The filing fee in the amount of $100.00 for these 31,850 shares is
submitted with this Amendment No. 2. The aggregate filing fee is
$424.00.
<PAGE>
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 certain of the securities being
registered
5.2**** Opinion Letter of Barack, Ferrazzano, Kirschbaum & Perlman
regarding the validity of certain of the securities being
registered
10.1** Registration Rights Agreement by and between Logic Devices
Incorporated, Star Semiconductor Corporation and Credit
Managers Association of California, dated April 14, 1995
10.2** Form of Warrant to purchase an aggregate of 31,850 shares of
Common Stock
23.1** Consent of Barack, Ferrazzano, Kirschbaum & Perlman (included
in Exhibit 5)
23.2** Consent of Meredith Cardozo
24.1*** Powers of Attorney
* Previously filed
** Included as an exhibit to the original filing of this Registration
Statement on August 30, 1995.
*** Included on the signature page to the original filing of this
Registration Statement on August 30, 1995.
**** Filed herewith
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and authorized this 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 November 20, 1995.
LOGIC DEVICES INCORPORATED
By:/S/ WILLIAM J. VOLZ
William J. Volz
President and Director
By:/S/ TODD J. ASHFORD
Todd J. Ashford
Chief Financial Officer
In accordance with the requirements of the Securities Act of 1933, this
Post-effective Amendment No. 1 to the Registration Statement was signed by the
following persons in the capacities indicated on November 20, 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.
/S/ TODD J. ASHFORD
Todd J. Ashford, Attorney-in-Fact
<PAGE>
LOGIC DEVICES INCORPORATED
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT PAGE OF
NUMBER DESCRIPTION OF EXHIBITS EXHIBIT
<S> <C> <C>
3.1* Articles of Incorporation of Logic Devices
Incorporated, as amended. Incorporated by
reference to Ex. 3.1 of the Registrant's Form S-18
Registration Statement (File No. 33-23763-LA)
3.2* Bylaws of Logic Devices Incorporated.
Incorporated by reference to Ex. 3.2 of the
Registrant's Form S-18 Registration Statement
(File No. 33-23763-LA)
4.1* Form of certificate for shares of the Company's
Common Stock. Incorporated by reference to
Exhibit 1.1 of the Amendment No. 1 on Form 8 to
Application or Report Filed Pursuant to Section
12, 13 or 15(d) of the Securities Exchange Act of
1934, dated October 4, 1988 (File No. 0-17187)
5.1** Opinion Letter of Barack, Ferrazzano, Kirschbaum &
Perlman regarding the validity of certain of the
securities being registered
5.2**** Opinion Letter of Barack, Ferrazzano, Kirschbaum & 5
Perlman regarding the validity of certain of the
securities being registered
10.1** Registration Rights Agreement by and between Logic
Devices Incorporation, Star Semiconductor
Corporation and Credit Managers Association of
California, dated April 14, 1995
10.2** Form of Warrant to purchase an aggregate of 31,850
shares of Common Stock
23.1**** Consent of Barack, Ferrazzano, Kirschbaum &
Perlman (included as part of Exhibit 5.2)
23.2** Consent of Meredith Cardozo
24.1*** Powers of Attorney (included on signature page)
</TABLE>
* Previously filed
** 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>
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
TELEPHONE: (312) 984-3100
FAX: (312) 984-3150
October 25, 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") filed on or about
August 30, 1995, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), and various
amendments thereto. Amendment Number 2 includes 31,850 shares (the
"Securities") of common stock, no par value, of the Corporation which may
be issued in connection with the exercise of certain warrants (the
"Warrants"), which are in addition to the 75,000 shares of common stock
initially covered by the Registration Statement.
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 the Warrants 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 when the Warrants are
properly exercised, and when the Securities have been duly executed,
authenticated, issued and delivered against payment therefor in accordance
with the terms of the Warrants, then, subject to the final terms of the
Securities being in compliance with then applicable law, the Registration
Statement being currently effective and compliance with the blue sky laws
of various jurisdictions, the Securities will be legally issued, fully
paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement.
Very truly yours,
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
