As filed with the Securities and Exchange Commission on January 6, 1997
Registration No. 333-16591
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pre-Effective 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)
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 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
(312) 984-3155
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>
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, the following
box and list the Securities Act registration statement number of 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>
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.<square>
CALCULATION OF REGISTRATION FEE
Title of Each Class
of Securities
to be Registered..............Common Stock, no par value
Amount to be
Registered(1).................1,919,014
Proposed Maximum
Offering Price
Per Share(2)..................$2.16
Proposed Maximum
Aggregate Offering
Price(2)......................$4,145,070.20
Amount of
Registration Fee(2)...........$1,257.00
[Continued on the next Page]
<PAGE>
(1) Consisting of (i) 1,784,664 shares of Common Stock and (ii) 134,350
additional shares of Common Stock issuable upon exercise of warrants
to purchase Common Stock being registered on this form and an
indeterminate number of additional shares of Common Stock issuable
pursuant to the antidilution provisions of these warrants.
(2) 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 the average of the high and low
sales prices as reported on the National Association of Securities
Dealers Automated Quotation National Market System for November 20,
1996.
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 JANUARY 6,1997
LOGIC DEVICES INCORPORATED
1,919,014 SHARES OF COMMON STOCK
This Prospectus relates to (i) 1,784,664 shares of common stock, no
par value per share (the "Common Stock"), of Logic Devices Incorporated
(the "Company") and (ii) 134,350 additional shares of Common Stock
issuable upon exercise of certain warrants (the "Warrants") to purchase
Common Stock which shares and Warrants are held by the "Selling
Shareholders" identified herein (the "Offered Securities"). Warrants for
2,500 shares are exercisable for a period ending August 21, 1998, a
Warrant for 31,850 shares is exercisable for a period ending September 19,
1998 and a Warrant to purchase 100,000 shares is exercisable for a period
ending February 15, 2000. See "Subsequent Events."
The Offered Securities may be offered from time to time by the
"Selling Shareholders" or their pledgees, donees, transferees or other
successors in interest. See "Selling Shareholders." THE SELLING
SHAREHOLDERS HAVE 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, THROUGH THE
REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART OR RULE 144 OF
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), 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 except for the exercise price of the Warrants. 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 Shareholders, which will be borne by the Selling
Shareholders.
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
Janaury 3, 1997, the last reported sale price of the
Common Stock, as reported by the Nasdaq National Market System, was
$ 2 7/16 .[/R]
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 COMMISSION
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 , 1997
<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 Shareholders.
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, 1995 (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.
The Company will, without charge, provide to each person (including
any beneficial owner) to whom this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the
Incorporated Documents (not including exhibits unless such exhibits are
specifically incorporated by reference into the information that this
Prospectus incorporates). Requests for such information should be
directed to the Chief Financial Officer at the address and telephone
number set forth under "The Company."
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, one located
in Taiwan, one located in Germany and one located in the U.S., for its
silicon wafer fabrication. While the Company can obtain wafers used in
many of its current products from any of these five 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, and during the end of 1995 and the beginning of 1996, the
Company redesigned its Digital Signal Processing ("DSP") product line and
initiated product designs with another of its current foundries as a
result of the Company's inability to obtain adequate quantities of
processed wafers. 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
<PAGE>
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 supply contracts with two 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.
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.
<PAGE>
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 1995, three customers each accounted
for 10% or more of net 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.
Much of the Company's sales are generated by electronics distributors and
independent sales representatives that are not under the direct control of
the Company. See "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.
CONTROL BY SHAREHOLDERS. Certain of the Company's shareholders
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
6,221,750 shares outstanding (assuming exercise of all currently
outstanding options and warrants), the number of shares of Common Stock
offered hereby represents approximately 31% of the total number of shares
of Common Stock outstanding. The Selling Shareholders own 1,919,014
shares of Common Stock, including shares obtainable through the exercise
of the Warrants, all of which shares are being registered for sale
hereunder. See "Selling Shareholders" and "Plan of Distribution." If the
Selling Shareholders 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.
INTERNATIONAL TRADE AND CURRENCY EXCHANGE. Many of the materials and
manufacturing steps in the Company's products are supplied by foreign
companies. Also, approximately 20%, 18% and 19% of the Company's net
sales in 1995, 1994 and 1993, 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. The Company's international sales are billed in United States
dollars and therefore settlements are not directly subject to currency
exchange fluctuations. However, changes in the relative value of the
dollar may create pricing pressures for the Company's products. In
<PAGE>
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 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",
special math functions applicable to digital signal processing
computations and programmable DSP multiple processor units); and (2) high-
speed SRAMs (static random access memories) including FIFO (first in/first
out) Memories. As of December 31, 1995, the Company offered 45 catalog
products which are sold to a diverse customer base. With the multiplicity
of packaging and performance options, the 45 basic products result in
nearly 800 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.
<PAGE>
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 34 national and international independent sales
representatives and 20 international and domestic distributors. In 1995,
approximately 45% of the Company's net revenues were derived from OEMs,
while sales through foreign and domestic distributors accounted for
approximately 55% of net revenues. Among the Company's OEM customers are
Bull HN, Solectron Corporation, Loral Systems, Inc., Abekas Video Systems,
Inc., IBM Corporation, General Dynamics Corporation, DSC Communications
Corporation, Advanced Technology Laboratories, Inc. and Acuson
Corporation. Approximately 80% of the Company's net revenues have
historically been derived from the United States and approximately 20%
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 1320
Orleans Drive, Sunnyvale, California 94089, and its telephone number is
(408) 542-5400.
SUBSEQUENT EVENTS
The following events have occurred since December 31, 1995, 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, 1995 (the "1995
Annual Report"):
GRANT, EXERCISE AND TRANSFER 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. Two
of the Warrants representing an aggregate of 120,000 shares of Common
Stock were exercised in July, 1996 and the remaining Warrant has been
transferred to a non-director. The Company extended recourse loans for
the exercise price of the Warrants to the parties exercising the Warrants.
The shares of Common Stock received on the exercise also have been pledged
as security on such loans. The shares of Common Stock issued on exercise
of these Warrants and the shares underlying the remaining Warrant are
being registered herein. Certain other Warrants to purchase an aggregate
of 34,350 shares of Common Stock were issued by the Company in connection
with private placements conducted in August and September of 1995,
respectively. Under one transaction, a Warrant giving the holder 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 August 21, 1995) was issued. The Warrant was
exercisable immediately upon its issuance and expires on August 21, 1998.
Under the other transaction, Warrants giving the holders the right to
purchase from the Company up to an aggregate of 2,500 shares of Common
Stock at an exercise price equal to $11.875 per share (the closing bid
<PAGE>
price on September 14, 1995) were issued. These Warrants were exercisable
immediately upon their issuance and expire on September 19, 1998. The
shares underlying each of these Warrants are being registered herein. All
of the Warrants granted in these transactions are transferable by the
holders thereof in accordance with applicable securities laws.
ELECTION OF DIRECTORS. At the Company's annual meeting of
shareholders held August 1, 1996, a Board of five Directors was elected:
Howard L. Farkas, Burton W. Kanter, Bruce B. Lusignan, Albert Morrison,
Jr. and William J. Volz. Dr. Lusignan is a new member to the Company's
Board of Directors and is Director of the Communications Satellite
Planning Center, a research laboratory of Stanford University's Electrical
Engineering Department. The other four members have been Directors since
1983 and Mr. Volz is the Company's President and Chief Operating Officer.
LEASE OF SPACE. The Company recently signed a lease with respect to
premises located at 1320 Orleans Drive, Sunnyvale, California and
took
possession of the premises in December 1996. The lease has a six year
term beginning upon the Company taking possession of the premises. The
premises consist of approximately 21,500 square feet and will house the
Company's main corporate offices and facilities for the Company's research
and development efforts, engineering, testing and assembly of its
semiconductor products. The lease is triple net and the monthly base rent
will be approximately $26,300.00 for each of the first 12 months of the
lease increasing thereafter in accordance with the Consumer Price Index on
the basis set forth in the lease. The Company believes that the premises
will be sufficient to meet its needs both currently and for the term of
the lease.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of any of the
Offered Securities by the Selling Shareholders. The Company will receive
proceeds from the sale of Common Stock issuable upon exercise of the
Warrants if such Warrants are exercised, but only in an amount equal to
the exercise price thereof multiplied by the number of shares purchased
upon the exercise of the Warrants. If all the Warrants are exercised, the
Company would receive net proceeds of $688,043.75. The Company expects to
use any such proceeds for working capital and general corporate purposes.
SELLING SHAREHOLDERS
The following table sets forth additional information as of January 6,
1997, regarding the Selling Shareholders' ownership of Common Stock:
<PAGE>
NUMBER OF
NUMBER SHARES SHARES
OF COVERED NOT COVERED
NAME OF SHARES BY THIS BY THIS
RECORD OWNER OWNED PROSPECTUS PROSPECTUS
Aries Peak, Inc.(1) 1,250(2) 1,250 0
BRT Partnership(3) 319,482 319,482 0
CIBC Trust Company (Bahamas)
Limited, as Trustee 100,000(2) 100,000 0
Farkas, Howard(4) 100,000 100,000 0
First Bermuda Securities
Limited(1) 31,850(2) 31,850 0
Hellerstein, Stephen,
as Trustee(5) 749,305 749,350 0
Kanter Family Foundation(6) 50,000 50,000 0
Morrison, Albert, Jr.(7) 20,877 20,877 0
Pacific Miners Ltd.(1) 1,250(2) 1,250 0
Walnut Capital Corp.(8) 45,000 45,000 0
Windy City, Inc.(9) 500,000 500,000 0
TOTAL 1,919,014 1,919,014 0
(1) Placement agent for certain shares of Company common stock
during 1995.
(2) Represents shares obtainable through Warrant exercise.
(3) An Illinois general partnership, the partners of which are 25
irrevocable trusts of which Solomon A. Weisgal is the sole trustee,
held for the benefit of various members of Burton Kanter's extended
family but excluding Mr. Kanter. Mr. Kanter is a director of the
Company.
(4) Mr. Farkas is a director of the Company.
(5) Mr. Hellerstein is the Trustee of 15 irrevocable trusts, the
beneficiaries of which consist of Mr. Farkas and members of
his family.
(6) The Kanter Family Foundation is a non-profit, charitable
foundation, the directors of which are Mr. Morrison, a
director of the Company, and sons of Mr. Kanter and the
officers of which are members of Mr. Kanter's family.
(7) Mr. Morrison is a director of the Company.
(8) Mr. Kanter is a director and the Chief Executive Officer of
Walnut Capital Corp.
(9) The BRT Partnership owns 100% of the outstanding common
stock of Windy City, Inc. which constitutes all of the
currently outstanding voting stock of Windy City, Inc.
PLAN OF DISTRIBUTION
The Offered Securities may be sold from time to time by the Selling
Shareholders or their 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 Shareholders (or their pledgees, donees,
transferees or other successors in interest) may offer the Offered
Securities, pursuant to Registration Statement of which this Prospectus is
a part 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
Shareholders (or their 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
<PAGE>
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.
The Company has agreed to indemnify the Selling Shareholders 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 Shareholders, brokers
or dealers who participate in the distribution of the Offered Securities
may be entitled to indemnification by the Selling Shareholders 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, 1995, as amended, have
been so incorporated in reliance upon the report of Meredith, Cardozo &
Lanz, 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 LOGIC DEVICES
OFFER TO BUY, THE COMMON STOCK INCORPORATED
IN ANY JURISDICTION WHERE, OR
TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE ANY SUCH
OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS
PROSPECTUS NOR 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.
1,919,014 shares of
Common Stock
TABLE OF CONTENTS
PAGE
Available Information 2
Documents Incorporated By
Reference 2 ________________________
Risk Factors 3 PROSPECTUS
The Company 6 ------------------------
Subsequent Events 7
Use of Proceeds 8
Selling Shareholders 8
Plan of Distribution 9
Legal Matters 9
Experts 9
__________________,1997
<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.
Registration Fee $ 1,257.00
Legal Fees and Expenses $ 10,000.00
Accounting Fees and Expenses $ 500.00
Miscellaneous $ 234.00
Total $ 12,000.00
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* Assignment of Warrant to purchase an aggregate of 100,000
shares of Common Stock
10.2* Form of Warrant to purchase an aggregate of 31,850 shares
of Common Stock. Incorporated by reference to Exhibit 4.2
of the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995 (File No. 0-17187)
10.3* Form of Warrant to purchase an aggregate of 2,500 shares
of Common Stock. Incorporated by reference to Exhibit 4.1
of the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995 (File No. 0-17187)
10.4* Secured Promissory Note between Howard Farkas and the
Registrant
10.5* Secured Promissory Note between Albert Morrison, Jr. and
the Registrant
10.6* Real Estate Lease. Incorporated by reference to Exhibit
10.1 of the Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1996 (File No. 0-17187)
23.1* Consent of Barack, Ferrazzano, Kirschbaum & Perlman
(included in Exhibit 5.1)
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 caused this
Pre-effective
amendment No.1 to the registration statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Sunnyvale, State of California, on January 6, 1997 .[/R]
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
Pursuant to the requirements of the Securities Act of 1933, this
Pre-
Effective Amendment No. 1 to the Registration Statement on Form S-3 has
been signed by each of following persons in the capacities indicated on
January 6, 1997 .[/R]
SIGNATURE TITLE
* Chairman of the Board
Howard L. Farkas
* Director
Burton W. Kanter
* Director
Albert Morrison, Jr.
* Director
Bruce B. Lusignan
/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 the
Registration Statement.
/S/ TODD J. ASHFORD
TODD J. ASHFORD, Attorney-in-Fact
<PAGE>
LOGIC DEVICES INCORPORATED
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS SEQUENTIALLY
NUMBERED
PAGE OF
EXHIBIT
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* Assignment of Warrant to purchase an aggregate of 100,000 shares of
Common Stock
10.2* Form of Warrant to purchase an aggregate of 31,850 shares of Common
Stock. Incorporated by reference to Exhibit 4.2 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1995
(File No. 0-17187)
10.3* Form of Warrant to purchase an aggregate of 2,500 shares of Common
Stock. Incorporated by reference to Exhibit 4.1 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1995
(File No. 0-17187)
10.4* Secured Promissory Note between Howard Farkas and the Registrant
10.5* Secured Promissory Note between Albert Morrison, Jr. and the
Registrant
10.6* Real Estate Lease. Incorporated by reference to Exhibit 10.1 of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 (File No. 0-17187)
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)
* Previously filed
