As filed with the Securities and Exchange Commission on September
5, 1995
Registration No. 33-62299
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 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.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED 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 September 5,
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 September 5, 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
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 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
