SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report APRIL 29, 1997
(Date of earliest event reported)
LOGIC DEVICES INCORPORATED
(Exact name of Registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation)
0-17187 94-2893789
(Commission File Number) (I.R.S. Employer
Identification Number)
1320 ORLEANS DRIVE, SUNNYVALE, CALIFORNIA 94089
(Address of principal executive offices) (Zip Code)
(408) 542-5400
(Registrant's telephone number, including area code)
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ITEM 5. OTHER INFORMATION
On April 29, 1997, the Board of Directors of Logic Devices
Incorporated (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock,
no par value per share, of the Company (the "Common Stock"). The
dividend of the Rights is payable on May 1, 1997, to the shareholders of
record as of May 1, 1997 (the "Record Date"). Each Right entitles the
registered holder thereof, under certain limited circumstances, to
purchase from the Company one one-hundredth of a share of Series B
Junior Participating Preferred Stock, no par value, of the Company (the
"Preferred Stock") at a price of $12.00 per one one-hundredth of a share
of Preferred Stock (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement
dated as of April 30, 1997, as the same may be amended from time to time
(the "Rights Agreement"), between the Company and American Securities
Transfer & Trust, Inc., as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons
(with certain exceptions, an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding shares of Common Stock or
(ii) 10 business days (or such later date as may be determined by action
of the Board of Directors prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer
or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the
outstanding shares of Common Stock (the earlier of such dates being
called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificate together with a copy of
this Summary of Rights.
The Rights Agreement provides that, until the Distribution Date (or
earlier expiration of the Rights), the Rights will be transferred with
and only with the Common Stock. Until the Distribution Date (or earlier
expiration of the Rights), new Common Stock certificates issued after
the Record Date upon transfer or new issuances of Common Stock will
contain a notation incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier expiration of the Rights), the
surrender for transfer of any certificates for shares of Common Stock
outstanding as of the Record Date, even without such notation or a copy
of this Summary of Rights, will also constitute the transfer of the
Rights associated with the shares of Common Stock represented by such
certificate. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will
be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on April 29, 2007 (the "Final Expiration Date"),
unless the Final Expiration Date is advanced or extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case as
described below.
The Purchase Price payable and the number of shares of Preferred
Stock or other securities or property issuable, if the Rights become
exercisable and they are properly exercised, is subject to adjustment
from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock
of certain rights or warrants to subscribe for or purchase Preferred
Stock at a price, or securities convertible into Preferred Stock with a
conversion price, less than the then-current market price of the
Preferred Stock or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding
regular periodic cash dividends or dividends payable in Preferred Stock)
or of subscription rights or warrants (other than those referred to
above).
The number of outstanding Rights is subject to adjustment in the
event of a stock dividend on the Common Stock payable in shares of
Common Stock or subdivisions, consolidations or combinations of the
Common Stock occurring, in any such case, prior to the Distribution
Date.
Shares of Preferred Stock purchasable upon exercise of the Rights
will not be redeemable. Each one one-hundredth of a share of Preferred
Stock will be entitled, when, as and if declared, to a preferential
quarterly dividend payment equal to the greater of: (a) $.01 per one
one-hundredth of a share and (b) an aggregate dividend equal to the
dividend declared per share of Common Stock. In the event of
liquidation, dissolution or winding up of the Company, the holders of
each one one-hundredth of a share of Preferred Stock will be entitled to
a preferential payment equal to the greater of: (a) $1.00 per one one-
hundredth of a share (plus any accrued but unpaid dividends) and (b) the
payment made per share of Common Stock. Each one one-hundredth of a
share of Preferred Stock will have one vote, voting together with the
Common Stock. Finally, in the event of any merger, consolidation or
other transaction in which outstanding shares of Common Stock are
converted or exchanged, each one one-hundredth of a share of Preferred
Stock will be entitled to receive an amount equal to the amount received
per share of Common Stock. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a
share of Preferred Stock purchasable upon exercise of each Right (if and
when it becomes excercisable and is properly exercised) should
approximate the value of one share of Common Stock.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a Right, other than
Rights beneficially owned by the Acquiring Person (which will thereupon
become void), will thereafter have the right to receive upon exercise of
a Right that number of shares of Common Stock having a market value of
two times the exercise price of the Right.
In the event that, after a person or group has become an Acquiring
Person, the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or
earning power are sold, proper provisions will be made so that each
holder of a Right (other than Rights beneficially owned by an Acquiring
Person which will have become void) will thereafter have the right to
receive upon the exercise of a Right that number of shares of common
stock of the person with whom the Company has engaged in the foregoing
transaction (or its parent) that at the time of such transaction have a
market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person
and prior to the earlier of one of the events described in the previous
paragraph or the acquisition by such Acquiring Person of 50% or more of
the outstanding shares of Common Stock, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by such
Acquiring Person which will have become void), in whole or in part, for
shares of Common Stock or Preferred Stock (or a series of the Company's
preferred stock having equivalent rights, preferences and privileges),
at an exchange ratio of one share of Common Stock, or a fractional share
of Preferred Stock (or other preferred stock) equivalent in value
thereto, per Right.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional shares of Preferred Stock or
Common Stock will be issued (other than fractions of Preferred Stock
which are integral multiples of one one-thousandth of a share of
Preferred Stock, which may, at the election of the Company, be evidenced
by depository receipts), and in lieu thereof an adjustment in cash will
be made based on the current market price of the Preferred Stock or the
Common Stock.
At any time prior to the time an Acquiring Person becomes such, the
Board of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such
basis and with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
For so long as the Rights are then redeemable, the Company may,
except with respect to the redemption price, amend the Rights Agreement
in any manner. After the Rights are no longer redeemable, the Company
may, except with respect to the redemption price, amend the Rights
Agreement in any manner that does not adversely affect the interests of
holders of the Rights.
Until a Right becomes exercisable and is properly exercised or
exchanged, the holder thereof, as the holder of a Right, will have no
rights as a shareholder of the Company, including, without limitation,
no right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to the Company's report on Form 8-
A, dated May 2, 1997. A copy of the Rights Agreement is available free
of charge from the Company. This summary description of the Rights does
not purport to be complete and is qualified in its entirety by reference
to the Rights Agreement, as the same may be amended from time to time,
which is incorporated herein by this reference.
The form of Rights Agreement between the Corporation and the Rights
Agent specifying the terms of the Rights, together with Exhibit A
thereto, the form of Certificate of Determination specifying the terms
of the Series B Junior Participating Preferred Stock; Exhibit B thereto,
the form of Right Certificate; and Exhibit C thereto, the form of
Summary of Rights to Purchase Series B Junior Participating Preferred
Stock, are attached to such Form 8-A as exhibits and are incorporated
herein by reference. The foregoing description of the Rights is
qualified by reference to those exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
None.
(c) EXHIBITS.
(1) Rights Agreement dated as of April 30, 1997, between Logic
Devices Incorporation and American Securities Transfer &
Trust, Inc., as Rights Agent. The Rights Agreement
includes as Exhibit A the form of Certificate of
Designations of Series A Junior Participating Preferred
Stock; as Exhibit B, the form of Right Certificate; and as
Exhibit C, the form of the Summary of Rights to Purchase
Series A Junior Participating Preferred Stock.
Incorporated by reference to the Company's Form 8-A filed
with the Commission on May 2, 1997.
(2) Press Release dated April 29, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
LOGIC DEVICES INCORPORATED
Dated: May 5, 1997 /S/ Todd J. Ashford
Todd J. Ashford, Chief Financial Officer
