As filed with the Securities and Exchange Commission on January 9, 1997
Registration No. 33-62299
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
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
incorporation or organization) Identification Number)
1320 Orleans Drive
Sunnyvale, California 94089
(408) 542-5400
(Address, including zip code and telephone number, including
area code, of Registrant's principal executive offices)
______________________
William J. Volz
President
Logic Devices Incorporated
1320 Orleans Drive
Sunnyvale, California 94089
(408) 542-5400
(Name, 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
(312) 984-3155
Approximate date of commencement of proposed sale to the public: The
Registrant is hereby amending this Registration Statement to deregister
31,850 shares of Common Stock (issuable upon exercise of a warrant to
purchase Common Stock) previously registered under this Registration
Statement.
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.
<square>
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.
<square> _____________________.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. <square>
______________________.
<PAGE>
This Post-Effective Amendment No. 2 is being filed by the
registration solely to remove from registration 31,850 shares of Common
Stock, no par value per share (issuable upon exercise of a warrant to
purchase Common Stock) which were previously registered but which have not
been offered or sold.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and authorized this Post-Effective
Amendment No. 2 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 the 9th day of January, 1997.
LOGIC DEVICES INCORPORATED
By:/S/ WILLIAM J. VOLZ
William J. Volz
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been
signed by the following persons in the capacities indicated on January 9,
1997.
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
