UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
<checked-box>ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 1995
COMMISSION FILE NUMBER 0-17187
LOGIC DEVICES INCORPORATED
(Exact name of registrant as
specified in its charter)
CALIFORNIA 94-2893789
(State of Incorporation) (I.R.S. Employer
Identification No.)
628 EAST EVELYN AVENUE
SUNNYVALE, CALIFORNIA 94086
(Address of principal executive offices,
including Zip Code)
(408) 737-3300
(Registrant's telephone number,
including Area Code)
Securities registered pursuant to Section 12(b) of the Act
Title of Class Name of each exchange on which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class)
-----------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the
registrant on April 19, 1996 was approximately $28,508,312. On that date,
there were 6,001,750 shares of Common Stock issued and outstanding.
Documents Incorporated By Reference: None -- The definitive Proxy Statement
for the 1996 Annual Meeting of Shareholders will not be filed on or before
April 29, 1996 so the information to be contained therein relating to Items
11, 12 and 13 is set forth herein.
Page 1 of 8
<PAGE>
PART III
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Furnished below is information with respect to compensation paid or
accrued for services in all capacities during the twelve months ended December
31, 1995, to the Company's most highly paid executive officers serving at the
end of 1995 whose total annual salary and bonus exceed $100,000:
LONG-TERM
OTHER COMPENSATION
ANNUAL AWARDS
NAME AND ANNUAL COMPENSATION Compensation (options)
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) (NO. OF SHARES)
William J. Volz.... 1995 $118,942 - - -
President and Chief 1994 133,203(1) - - -
Executive Officer 1993 131,904(1) - - -
William Jackson.... 1995 105,756 - - 15,000
Vice President, 1994 110,558(2) - - 20,000
Manufacturing 1993 106,886(2) - - 20,000
Antony Bell........ 1995 124,988 - - -
Vice President 1994 177,228(3) - - -
of Technology 1993 113,348(3) 72,673 - -
Todd J. Ashford.... 1995 99,334(4) - - 7,000
Chief Financial 1994 119,814(4) - - -
Officer 1993 111,001(4) - - -
________________________
(1) Includes compensation as a result of distributions of common stock
under the Company's ESOP to Mr. Volz during 1993 and 1994 of $13,242
and $12,026, respectively, which were valued at the market price at
the time of distributions.
(2) Includes compensation as a result of distributions of common stock
under the Company's ESOP to Mr. Jackson during 1993 and 1994 of $9,892
and $8,055, respectively, which were valued at the market price at the
time of distributions.
(3) Includes compensation as a result of distributions of common stock
under the Company's ESOP to Mr. Bell during 1993 and 1994 of $11,175
and $12,673, respectively, which were valued at the market price at
the time of distributions.
(4) Includes compensation as a result of distributions of common stock
under the Company's ESOP to Mr. Ashford during 1993 and 1994 of $9,330
and $9,383, respectively, which were valued at the market price at the
time of distributions and also includes compensation consisting of
automobile allowances of $6,000 for each of 1993, 1994. and 1995.
<PAGE>
STOCK OPTIONS
The following table sets forth information concerning the Stock Options
granted under the 1990 Incentive and Non-Qualified Stock Option Plan during
1995 fiscal year to the named Executive Officers. The table also sets forth
hypothetical gains or potential "option spreads" for those options at the end
of their respective ten-year terms. These potential realizable values are
based on the assumption that the market price of the Company's common stock
will appreciate at a rate of five percent (5%) and ten percent(10%),
compounded annually, from the date the option was granted to the last day of
the full option term. The actual value realized upon the exercise of these
options, if any, will be dependant upon the future performance of the
Company's common stock and overall market conditions. During the 1995 fiscal
year, no stock appreciation rights were granted to the named Executive
Officers.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS Potential
Realizable
% of Total Value at Assumed
Options Annual Rates of
Options Granted to Exercise Stock Price
Granted Employees Price Appreciation for
(No. of in Fiscal Per Expiration OPTION TERM
NAME SHARES) YEAR(1) SHARE($) DATE 5% ($) 10% ($)
William J. Volz.. - - - - - -
William Jackson.. 15,000 17.6% 8.00 December 2005 $ 75,467 $191,249
Antony Bell...... - - - - - -
Todd J. Ashford.. 7,000 8.2% 8.00 December 2005 $ 35,218 $ 89,250
_____________________
(1) The Company granted options to purchase a total of 85,000 shares of
common stock during the year ended December 31, 1995.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE
The following table provides information related to the number of stock
options exercised during 1995, the number of exercisable and unexercisable
options held at December 31, 1995, and the year-end value of exercisable and
unexercisable options held at December 31, 1995.
VALUE OF UNEXERCISED
NUMBER OF IN-THE-MONEY OPTIONS AT
SHARES UNEXERCISED OPTIONS FISCAL YEAR END (MARKET
AQUIRED AT FISCAL YEAR-END PRICE OF SHARES LESS
ON VALUE (NO. OF SHARES) EXERCISE PRICE) ($)(2)(3)
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
William J. Volz..
- - - - - -
William Jackson..
5,000 $ 14,063 8,750 11,250 $ 28,438 -
Antony Bell......
20,000 $162,500 - - - -
Todd J. Ashford..
- - 1,750 5,250 - -
_______________________
(1) The "value realized" represents the difference between the exercise
price of the option shares and the market price of the option shares on the
date the option was exercised. The value realized was determined without
considering any taxes which may have been owed.
(2) "In-the-money" options are options whose exercise price was less than
the market price of the common stock at December 29, 1995.
(3) Assuming a stock price of $7.3125 per share, which was the closing
price of a share of the Company's common stock reported on the Nasdaq National
Market System on December 29, 1995.
<PAGE>
COMPENSATION OF DIRECTORS
Directors did not receive any compensation during 1995 or the previous
ten years for either their services as directors or for their services on the
various Board committees. As discussed under Item 13, "Certain Relationships
and Related Transactions", the three non-employee directors were granted on
February 15, 1995 warrants to purchase an aggregate of 220,000 shares of the
Company's Common Stock at an exercise price of $2.5625 per share (the last
reported Nasdaq transaction price on February 15, 1995).
EMPLOYMENT CONTRACTS
The Company currently has no employment agreements with any of its
employees.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Howard L. Farkas, William J. Volz and Burton W. Kanter served as members
of the Compensation Committee of the Company's Board of Directors during the
fiscal year ended December 31, 1995. Mr. Volz was and currently is the
Company's President and Chief Executive Officer. Messrs. Farkas and Kanter
each received warrants to purchase 100,000 shares of the Company's Common
Stock during the fiscal year ended December 31, 1995. See Item 13 - "Certain
Relationships and Related Transactions."
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 19, 1996, certain information
concerning the beneficial ownership of Common Stock and Preferred Stock by
each shareholder known by the Company to be the beneficial owner of more than
5%, by each director, by each non-director executive officer and by all
executive officers and directors as a group. The persons named in the table
have sole voting and investment power with respect to the shares owned by them
subject to community property laws where applicable and the information
contained in the footnotes to this table.
Beneficial
Share Percentage
NAME AND ADDRESS OWNERSHIP(1) OWNERSHIP(1)(2)
5% SHAREHOLDERS:
S.A. Hellerstein
Trustee of the Farkas Trusts(3) 829,305(3) 13.8%
1139 Delaware Street
Denver, CO 80204
BRT Partnership(4) 369,482(5) 6.2%
120 South Riverside Drive
Suite 1420
Chicago, Illinois 60606
Windy City, Inc.(6)
8000 Tower Crescent Drive 500,000 8.3%
Suite 1070
Vienna, Virginia 22182
DIRECTORS:
Howard L. Farkas 100,000(7) 1.7%
5460 South Quebec Street
Suite 300
Englewood, CO 80111
William J. Volz 99,165 1.7%
628 East Evelyn Avenue
Sunnyvale, CA 94086
Albert Morrison, Jr. 20,877(8) 0.4%
9795 South Dixie Highway
Miami, FL 33156
Burton W. Kanter 877(9) 0.0%
2 North LaSalle Street
Tenth Floor
Chicago, IL 60602
NON-DIRECTOR EXECUTIVE OFFICERS:
William Jackson 15,000(10) 0.3%
628 East Evelyn Avenue
Sunnyvale, CA 94086
Antony Bell - 0.0%
628 East Evelyn Avenue
Sunnyvale, CA 94086
Todd J. Ashford 10,691(11) 0.2%
628 East Evelyn Avenue
Sunnyvale, CA 94086
ALL EXECUTIVE OFFICERS AND DIRECTORS 246,610(12) 4.1%
AS A GROUP (6 PERSONS)
(1) Assumes the exercise of any warrants or options held by such person,
but not the exercise of any other person's warrants or options.
(2) Assumes 6,001,750 shares of Common Stock outstanding as of April 19,
1996.
(3) Consists of 15 irrevocable trusts administered by Mr. Hellerstein, an
independent Trustee, the beneficiaries of which consist of Mr. Farkas
and members of his family.
(4) An Illinois general partnership. 25 of the partners of the BRT
Partnership are separate and individual trusts commonly and
collectively known as the Bea Ritch Trusts administered by Mr. Soloman
A. Weisgal, an independent trustee, for the benefit of various members
of Mr. Kanter's extended family but excluding Mr. Kanter.
(5) Includes 75,000 shares of common stock (the "Subject Shares") owned by
the BRT Partnership, which Subject Shares have been loaned by the BRT
Partnership to an unaffiliated third person (the "Borrower"). During
the term of the loan, the Borrower will exercise exclusive investment
and voting control of the Subject Shares.
(6) The BRT Partnership owns 100% of the outstanding common stock of Windy
City, Inc which constitutes all of the currently existing voting stock
of Windy City, Inc..
(7) Consisting of 100,000 shares of Common Stock issuable to Mr. Farkas
upon exercise of certain warrants issued to him. Mr. Farkas disclaims
any beneficial ownership of the shares held by or issuable to Mr.
Hellerstein, as Trustee of the Farkas Trusts.
(8) Includes 20,000 shares of Common Stock issuable to Mr. Morrison upon
exercise of certain warrants issued to him.
(9) Mr. Kanter disclaims any beneficial ownership of the shares held by BRT
Partnership and Windy City, Inc.
(10) Such beneficial share ownership reflects an aggregate of 15,000 shares
of exercisable options of Common Stock.
(11) Such beneficial share ownership reflects an aggregate of 7,000 shares
of exercisable options of Common Stock.
(12) Such beneficial share ownership reflects an aggregate of exercisable
warrants to purchase 120,000 shares of Common Stock and 22,000 shares
of exercisable options of Common Stock for this group.
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Various trusts consisting of 15 separate irrevocable trusts administered
by S.A. Hellerstein, the beneficiaries of which consist of Mr. Howard Farkas,
the Company's Chairman of the Board, and members of his family (the "Farkas
Trusts") and 25 separate irrevocable trusts administered by Solomon A.
Weisgal, the beneficiaries of which consist of members of the family of Mr.
Burton Kanter, a director of the Company, but do not include Mr. Kanter (the
"Bea Ritch Trusts" and, collectively with the Farkas Trusts, the "Trusts")
have loaned various amounts to the Company. The various loans were
consolidated into a single loan which had an original principal balance of
$3,367,913 as of December 31, 1987, and the maturity date of such loan was
extended on several occasions. In June 1995 the Company obtained a term loan
from its bank for repayment of the entire shareholder loan (principal plus
accrued interest). The total principal plus accrued interest paid by the
Company on the shareholder loan for the fiscal year ended December 31, 1995
was $863,900 and $44,200, respectively.
In connection with various of the Extensions, the Trusts were issued
warrants ("Warrants") to purchase an aggregate of 150,000 shares of Common
Stock. The exercise price of the Warrants is $3.45 per share (120% of the
March 31, 1991 closing bid price of $2.875). The shares underlying the
Warrants have been registered under the Securities Act. As of March 1996 all
of the Warrants had been exercised.
On February 15, 1995, the three non-employee directors were granted
warrants to purchase an aggregate of 220,000 shares of the Company's Common
Stock. The exercise price is $2.5625 per share which is the last reported
transaction price on the grant date. Mr. Farkas and Mr. Kanter each received
warrants to purchase 100,000 shares of the Company's Common Stock for their
services as directors and members of the Board's Executive Committee and Mr.
Morrison received warrants to purchase 20,000 shares of the Company's Common
Stock for his services as an outside director to the Company's Board of
Directors. The warrants were approved at a meeting of the Board of Directors
on February 15, 1995. Mr. Volz was not present at the meeting. The warrant
grants were approved by the shareholders at the 1995 annual meeting of
shareholders. The warrants initially issued to Mr. Kanter were transferred by
him after the 1995 fiscal year end.
Any future transactions with the Company's officers, directors or
principal shareholders, or any of their affiliates, will be on the terms the
Board of Directors believe to be no less favorable to the Company than those
that could be obtained from an unrelated third party in an arms-length
transaction.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
LOGIC DEVICES INCORPORATED
Date: April 26, 1996 By: /S/ WILLIAM J. VOLZ
William J. Volz, President and
Principal Executive Officer
