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, 1996
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.)
1320 ORLEANS DRIVE
SUNNYVALE, CALIFORNIA 94089
(Address of principal executive offices,
including Zip Code)
(408) 542-5400
(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 25, 1997 was approximately $12,243,500. On that date,
there were 6,121,750 shares of Common Stock issued and outstanding.
Documents Incorporated By Reference: None -- The definitive Proxy Statement
for the 1997 Annual Meeting of Shareholders will not be filed on or before May
01, 1997 so the information to be contained therein relating to Items 11, 12
and 13 is also 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, 1996, to the Company's most highly paid executive officers serving at the
end of 1996 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.... 1996 $110,374 - - -
President and 1995 118,942 - - -
Chief Executive 1994 131,904(1) - - -
Officer
William Jackson.... 1996 96,486 - - -
Vice President, 1995 105,756 - - 15,000
Manufacturing 1994 110,558(2) - - 20,000
Todd J. Ashford.... 1996 108,581(3) - - -
Chief Financial 1995 99,334(3) - - 7,000
Officer 1994 119,814(3) - - -
________________________
(1) Includes compensation as a result of distributions of common stock
under the Company's ESOP to Mr. Volz during 1994 of $12,026 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 1994 of $8,055 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. Ashford during 1994 of $9,383 which
were valued at the market price at the time of distributions and also
includes compensation consisting of automobile allowances of $6,000 for
each of 1994, 1995. and 1996.
STOCK OPTIONS
The following table sets forth information concerning the Stock Options
granted under the 1990 Incentive and Non-Qualified Stock Option Plan during
the 1996 fiscal year to the named Executive Officers. The table also sets
forth hypothetical gains or potential "option spreads" for those options at
the end of their respective ten-year terms. These potential realizable values
are based on the assumption that the market price of the Company's common
stock will appreciate at a rate of five percent (5%) and ten percent(10%),
compounded annually, from the date the option was granted to the last day of
the full option term. The actual value realized upon the exercise of these
options, if any, will be dependant upon the future performance of the
Company's common stock and overall market conditions. During the 1996 fiscal
year, no stock appreciation rights were granted to the named Executive
Officers.
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS Value at Assumed
% of Total Annual Rates of
Options Options Exercise Stock Price
Granted Granted to Price Appreciation for
(No. of Employees in Per Expiration OPTION TERM
NAME SHARES) FISCAL YEAR SHARE ($) DATE 5%($) 10%($)
William J. Volz.. - - - - - -
William Jackson.. - - - - - -
Todd J. Ashford.. - - - - - -
_____________________
<PAGE>
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE
The following table provides information related to the number of stock
options exercised during 1996, the number of exercisable and unexercisable
options held at December 31, 1996, and the year-end value of exercisable and
unexercisable options held at December 31, 1996.
VALUE OF UNEXERCISED
NUMBER OF IN-THE-MONEY OPTIONS AT
SHARES UNEXERCISED OPTIONS FISCAL YEAR END (MARKET
ACQUIRED AT FISCAL YEAR-END PRICE OF SHARES LESS
ON VALUE(1) (NO. OF SHARES) EXERCISE PRICE) ($)(2)(3)
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
William
J. Volz... - - - - - -
William
Jackson... 5,000 $ 13,750 7,500 7,500 - -
Todd
J. Ashford. - - 3,500 3,500 - -
_______________________
(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, 1996.
(3) Assuming a stock price of $2.188 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, 1996.
COMPENSATION OF DIRECTORS
Directors did not receive any cash compensation during 1996 or the
previous ten years for either their services as directors or for their
services on the various Board committees. As discussed under "Certain
Relationships and Related Transactions", three of the current 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). During 1996 the Company extended loans to two of the non-employee
director warrant holders to purchase 120,000 shares of Common Stock at the
warrant exercise price of $2.5625. The notes mature July 1998 and accrue
interest at the reference rate of the Company's primary commercial lender plus
2%.
EMPLOYMENT CONTRACTS
The Company currently has no employment agreements with any of its
employees. None of the Company's executive officers has employment or
severance arrangements with the Company.
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, 1996. 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 "Certain
Relationships and Related Transactions." Mr. Volz is eligible to receive
stock under the Company's Incentive and Non-qualified Stock Option Plan. Mr.
Volz does not vote on committee matters regarding his salary or option grants
and has not received any option grants under the Incentive and Non-qualified
Stock Option Plan.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 1, 1997, 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) 749,305(3) 12.2%
1139 Delaware Street
Denver, CO 80204
BRT Partnership(4) 319,482 5.2%
120 South Riverside Drive
Suite 1420
Chicago, Illinois 60606
Windy City, Inc.(5)
8000 Towers Crescent Drive 500,000 8.2%
Suite 1070
Vienna, Virginia 22182
DIRECTORS:
Howard L. Farkas 100,000(6) 1.6%
5460 South Quebec Street
Suite 300
Englewood, CO 80111
William J. Volz 125,165 2.0%
1320 Orleans Drive
Sunnyvale, CA 94089
Albert Morrison, Jr. 20,877(7) 0.3%
9795 South Dixie Highway
Miami, FL 33156
Burton W. Kanter 877(8) 0.0%
2 North LaSalle Street
Twenty Second Floor
Chicago, IL 60602
Bruce B. Lusignan - (8) 0.0%
Communication Satellite Planning Center
Stanford University
Stanford, CA 94305
NON-DIRECTOR EXECUTIVE OFFICERS:
William Jackson 10,000(9) 0.2%
1320 Orleans Drive
Sunnyvale, CA 94089
Todd J. Ashford 10,691(10) 0.2%
1320 Orleans Drive
Sunnyvale, CA 94089
ALL EXECUTIVE OFFICERS
AND DIRECTORS AS A GROUP (7 PERSONS) 267,610(11) 4.4%
(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 6,121,750 shares of Common Stock outstanding as of May 1, 1997.
(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) 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..
(6) Consisting of 100,000 shares of Common Stock issued to Mr. Farkas upon
exercise of certain warrants funded through a loan from the Company,
See "Certain Relationships and Related Transactions". Mr. Farkas
disclaims any beneficial ownership of the shares held by or issuable to
Mr. Hellerstein, as Trustee of the Farkas Trusts.
(7) Includes 20,000 shares of Common Stock issued to Mr. Morrison upon
exercise of certain warrants funded through a loan from the Company,
See "Certain Relationships and Related Transactions".
(8) Mr. Kanter disclaims any beneficial ownership of the shares held by BRT
Partnership and Windy City, Inc.
(9) Such beneficial share ownership reflects an aggregate of 10,000 shares
of exercisable options of Common Stock.
(10) Such beneficial share ownership reflects an aggregate of 7,000 shares
of exercisable options of Common Stock.
(11) Such beneficial share ownership reflects an aggregate of 17,000 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 loan extensions, the Trusts were issued
warrants ("Warrants") to purchase an aggregate of 150,000 shares of Common
Stock. As of March 1996, all of the Warrants had been exercised. The exercise
price of the Warrants was $3.45 per share (120% of the March 31, 1991 closing
bid price of $2.875). The shares underlying the Warrants are registered under
the Securities Act.
On February 15, 1995, the three then 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 warrant initially issued to Mr. Kanter was transferred by
him after the 1995 fiscal year end and is currently outstanding. The
warrants issued to Messrs. Farkas and Morrison were exercised in 1996 through
financing provided by the Company. The loans are evidenced by promissory
notes which are secured by the shares of Common Stock acquired on exercise of
the warrants, bear interest at the reference rate, as announced by the
Company's primary commercial lender from time to time, plus 2% and mature in
July 1998.
Any future transactions with the Company's officers, directors or
principal shareholders, or any of their affiliates, will be on 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>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) The Company's Consolidated Financial Statements and Notes to
Consolidated Financial Statements appear at pages 20 to 34 of the Form
10-K for the fiscal year ended December 31, 1996 ("Form 10-K"). See Index
to Consolidated Financial Statements at page 19 of the Form 10-K.
(2) Consolidated Financial Statement Schedules appear at pages 39 to 43
of the Form 10-K; see Index to Consolidated Financial Statement Schedules
at page 19 of the Form 10-K.
(3) The Index to Exhibits appears at page 41 of the Form 10-K.
(b) Reports on Form 8-K: During the last quarter of fiscal 1996, the Company
filed no Current Report on Form 8-K.
<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 28, 1996 By: /S/ TODD J. ASHFORD
Todd J. Ashford, Chief Financial
and Accounting Officer
