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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from January 1, 1998 to September 30, 1998
COMMISSION FILE NUMBER 0-17187
LOGIC DEVICES INCORPORATED
(Exact name of registrant as
specified in its charter)
CALIFORNIA 94-2893789
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(State of Incorporation) (I.R.S. Employer
Identification No.)
1320 ORLEANS DRIVE, SUNNYVALE, CA 94089
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(Address of principal executive offices,
including Zip Code)
(408) 542-5400
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(Registrant's telephone number,
including Area Code)
Securities registered pursuant to Section 12(b) of the Act
<TABLE>
<CAPTION>
Title of Class Name of each exchange on which registered
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<S> <C>
NONE NONE
</TABLE>
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 November 30, 1998 was approximately $6,218,650. On that date,
there were 6,632,388 shares of Common Stock issued and outstanding.
Documents Incorporated By Reference: Proxy Statement for the 1999 Annual Meeting
of Shareholders.
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Exhibit List Appears at Page 47
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PART I
ITEM 1. BUSINESS
This item contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Actual results could differ materially from those
projected in the forward-looking statements as a result of factors set forth in
"Factors Affecting Future Results" and elsewhere in this Report.
GENERAL DEVELOPMENT OF THE BUSINESS
Logic Devices Incorporated (the "Company") develops and markets
high-performance digital integrated circuits. The Company's circuits address
applications that require high computational speeds, high-reliability, high
levels of circuit integration (complexity), and low power consumption. The
Company's circuits are incorporated into products manufactured by original
equipment manufacturers and utilized to provide high-speed electronic
computation in digital signal processing, video image processing, and
telecommunications applications. The Company's product strategy is to develop
and market proprietary circuits which offer superior performance to meet
specific application requirements.
In September 1998, the Company elected to change its fiscal year-end
from December 31 to September 30, effective September 30, 1998. This Form 10-K
report covers the nine-month transition period from January 1, 1998 to September
30, 1998 and all references to 1998, fiscal 1998 or fiscal year 1998 mean such
nine-month period unless otherwise noted.
In the quarter ended September 30, 1998, the Company elected to
discontinue certain of its product lines and to change its strategy to focus on
proprietary products versus earlier second source products. This decision
resulted in a broad ranging restructuring of its operations. As a result of
this restructuring, the Company recorded significant write-downs of inventory,
severance costs, and write-offs related to the impairment of long lived assets.
See "Notes to Financial Statements."
The Company's products generally address Digital Signal Processing (DSP)
requirements involving high-performance arithmetic computational functions such
as multiplication, arithmetic functions, and correlation. During its nine-month
fiscal period ending September 30, 1998, the Company introduced 3 new products
as well as obsoleted a number of maturing products. As of September 30, 1998,
the Company offered 38 products, which were sold to a diverse customer base.
With the multiplicity of packaging and performance options, the 38 basic
products result in approximately 250 catalog items.
The Company's mature products are designed to replace existing industry
standard integrated circuits while offering superior performance, lower power
consumption, and reduced cost. The Company is focused on developing proprietary
catalog products 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.
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 out-source wafer processing to third party foundries in order to
avoid the substantial investment in capital equipment required to establish a
wafer fabrication facility. See "Business -- Background." 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.
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The Company markets its products worldwide through its own direct sales
force, a network of 21 national and international independent sales
representatives, and 15 international and domestic distributors. In fiscal 1998,
approximately 54% of the Company's net revenues were derived from OEMs, while
sales through foreign and domestic distributors accounted for approximately 46%
of net revenues. Among the Company's OEM customers are Sony Corporation,
Hitachi, Honeywell, SDX, Solectron Corporation, Acuson Corporation, DSC
Communications Corporation, Lockheed Martin, Boeing, Boston Technology, General
Dynamics, ESI, Hewlett Packard and Advanced Technologies Laboratories, Inc.
Approximately 55% of the Company's net revenues were derived from within the
United States and approximately 47% were derived from foreign sales.
The Company was incorporated under the laws of the State of California
in April 1983. The Company's initial public offering was in November 1988 at
which time the Company's shares commenced trading on the Nasdaq National Market.
The Company's principal offices are located at 1320 Orleans Drive, Sunnyvale,
California 94089, and the telephone number is (408) 542-5400.
BACKGROUND
Continued rapid advances in fabricating silicon-based semiconductors are
driving a global revolution in electronics. With these ongoing advances the
ability to economically compute, communicate, and control seems to be limited
only by the creativity required to implement ever more complex electronic
systems. It is now not only possible, but also becoming increasingly more
common, to implement entire electronic systems on a single small sliver of
silicon. As a result, the challenges to the industry have increasingly turned
toward innovative product definition, timely product development, technical
customer support, and heavy capital investments in advanced semiconductor wafer
fabrication facilities. The rapid advances in chip fabrication technology have
resulted in a specialization of skills within the industry. In addition to the
specialization in materials processing skills required to fabricate
semiconductor wafers, the industry increasingly requires and values system
architecture, signal processing algorithms, and circuit design expertise as
essential skills for developing financially successful products. Opportunities
have thus emerged for semiconductor companies which focus on product definition,
advanced design techniques and technical application support, and which rely on
third parties for wafer fabrication. The Company focuses its resources on
defining and developing high performance integrated circuit components for
growing markets, which require demanding computational throughput.
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 obsolete processes and
products currently utilized or produced by the Company. In such cases, the
Company is required to develop products utilizing new processes and to either
integrate such products into its existing foundry relationships or establish new
foundry sources.
MARKETS AND PRODUCT STRATEGIES
The Company believes it possesses advanced competencies in two areas:
DSP algorithm development and high speed, very large scale, integrated circuit
development.
DSP involves converting light, sound, or other naturally occurring
analog waveforms into a stream of digital values, that may then be processed,
manipulated, exchanged, or sorted by electronic systems. DSP provides many
advantages, including: i) the ability to process and manipulate digital data
with consistency and precision; ii) the ability to store and recall information;
and iii) the ability to extract information content and compress the amount of
data which must be stored, processed or transmitted. Manipulation of video
images and speech
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requires signal-processing rates and precision that are not practical with
analog technology or with general-purpose (non-DSP) processors. DSP is an
increasingly important technology for many emerging product technologies.
The Company's advanced capability in high-speed circuit design
facilitates the implementation of very high performance DSP circuits. With the
increasing cost effectiveness of DSP as a result of rapid advances in
semiconductor process technology, DSP is becoming ubiquitous in our lives. As a
result DSP has attracted the considerable attention of very large and formidable
competitors. Of necessity, these competitors, however, tend to focus on very
high volume, application specific markets, or on general-purpose programmable
DSP products that can be programmed to address a wide variety of applications.
In order to avoid direct competition with these formidable competitors,
the Company seeks to identify products and markets which demand greater
performance than can be accomplished with a programmable DSP and markets for
application specific functions that are small enough not to attract significant
attention from larger chip manufacturers.
High quality video image processing is one such area. Video image
processing requirements currently require between 10 and 100 times greater
computational capacity than programmable DSP processors can deliver. Mass market
video graphics and image processing products such as 3D personal computer
graphics boards are generally targeted at selling price points, which cannot
support studio broadcast quality images. Moreover, studio broadcast quality
equipment may generally be required to process video images many times in the
composition and editing of on-air material. In contrast, personal computer
graphics screens are processed for display in real time only. As a result while
the underlying mathematical computations for processing both broadcast and
computer images are similar, two distinct markets exist. As a result of the very
high volume potential available for a successful personal computer graphics chip
product, many companies compete fiercely over this market opportunity. In
contrast, the broadcast industry, while it requires more robust mathematical
precision in processing images, consumes far fewer chips. Due to its more modest
market size, this market has been relatively ignored by the chip industry. As a
result, the Company has identified this area as a productive area to apply its
core strengths.
Beginning in November 1998, the Federal Communications Commission
directed that television broadcasters must begin a transition from current
analog broadcasts to high definition digital television (HDTV). All analog
broadcasts are scheduled to cease by the year 2007. In addition to providing
improved image quality as a result of increased resolution, the image aspect
ratio (width/height) will be changed from the traditional, nearly square 4 by 3
size of current televisions to a wider screen 16 by 9 ratio more similar to
motion picture screens. Due to the large base of currently installed equipment,
for a number of years both formats will co-exist. In addition, due to the
initially limited availability of content in the wide format, the industry faces
the need to resize images back and forth between the two formats with
exceptionally high computational precision, so as to preserve the image quality
advantages of the newer digital format.
Many of the Company's initial DSP building block components were the
first to achieve speeds necessary to process broadcast video images in real
time. Later, the low power consumption of the Company's products allowed these
products to be offered in lower cost commercial grade packaging, as opposed to
high cost ceramic packages, which were required to dissipate the heat from
earlier high power bipolar components. As a result of these advantages, video
image processing applications have historically represented approximately 50% of
the Company's revenues.
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With the Company's significant presence in the broadcast equipment
industry, the Company has jointly defined with its existing customers a family
of very high performance digital image filtering circuits which facilitate the
smoothing of edges as video images are stretched and resized. During 1997, the
Company developed the initial members of this family and sampled them to OEMs
for incorporation into high definition digital television (HDTV) studio
production systems. During fiscal 1998, many of those OEMs completed their
system level product development on this new generation of HDTV compatible
studio systems.
As a result of its initial work on digital filtering and image resizing
circuits, the Company has identified a number of secondary applications for this
product technology. Many of the current products are also applicable, and are
expected to be incorporated into, advanced medical imaging equipment such as
computer aided tomography (CAT) and ultrasound scanners. Military applications
include infrared, radar, and video image seekers, as well as multi-mode
displays.
In order to expand production unit volumes, the Company defined in 1997
additional related products which it intends to develop to address the
multi-media projector market. While the core image processing requirements are
similar to the broadcast industry, this market requires higher levels of
integration in order to support a lower cost solution.
Telecommunications, in all of its various forms, is the fastest growing
and largest current market for DSP chips. The Company has found that its digital
filtering components also find application in wireless base station processing.
Analogous to video image processing, major industry suppliers have tended to
concentrate their efforts on the high volume, handset side of the wireless link,
while the base station side has received far less attention. Due to demands for
fewer, smaller, and less intrusive antenna sites, the digital image filtering
required in multichannel wireless base stations is computationally intensive and
power limited. The Company believes this area is an attractive target for the
Company's future product directions.
PRODUCTS IN DEVELOPMENT
The Company has historically experienced a correlation between its
success in introducing new products and increases in revenues. Consequently, the
Company is committed to a high level of product design and development activity
as it considers new product development critical to its future success. During
1996, the Company committed approximately $2.5 million to purchase design
automation tools and to expand its product development group in order to
accelerate the rate of new product development. As a result of this expanded
effort, the Company developed circuits of aggregate transistor complexity
approximately equal to the entire number of transistors implemented during its
entire prior history during 1997. In fiscal 1998, the Company reassigned some of
the designers who were involved in the development of these products to support
customer engineers in their incorporation of these products into end-systems.
These customer engineers are then able to provide the Company with the technical
requirements for potential future products. During 1998, the Company developed
circuits that provide two-dimensional filtering of video images, color space
conversion between computer and broadcast standards, and video line buffering.
With the benefit of this on-going customer input resulting from its
current digital filtering products, the Company has a number of new DSP product
opportunities that it will undertake to develop in fiscal 1999. These products
generally will be utilized in conjunction with the Company's current DSP
products to further facilitate high performance signal processing. At current
resource levels the Company does not expect to be able to complete all of the
new product opportunities that it has identified. The level of product
development expenditures will be dependent on the Company's success in meeting
its financial objectives.
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WAFER FABRICATION TECHNOLOGY
The Company relies on third party silicon foundries to produce processed
wafers from mask patterns designed by the Company. Through its wafer suppliers,
the Company has access to advanced high-speed, high-density complimentary metal
oxide semiconductor (CMOS) process technology, without the significant
investment in capital equipment and facilities required to establish a wafer
fabrication facility. Products developed in 1998 utilize process technology with
effective channel lengths under 0.35 micron. Coupled with the Company's
structured custom design methodology and experience in high-speed circuit
design, this technology has allowed the Company to create products that offer
high computational speeds, high reliability, high levels of circuit integration
(complexity) and low power consumption.
The Company currently is dependent on two wafer-processing sources.
Wafers are processed to pre-agreed specifications to produce integrated circuits
designed by the Company. There can be no assurance that such relationships will
continue to be on terms satisfactory to the Company. In general the Company's
foundry sources do not guarantee minimum supplies. At times the Company's
revenues have been limited by its inability to obtain adequate quantities of
processed wafers. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Overview."
PRODUCTION, ASSEMBLY AND TEST
The Company's production operations consist of functional and parametric
wafer testing, package marking, hot and cold testing, final inspection, quality
inspection, and shipment. As is customary in the industry, the Company's
commercial grade plastic package devices are wafer tested and then shipped to
high-volume assembly subcontractors in the Far East for assembly. Thereafter,
the assembled devices are returned to the Company for final testing and shipment
to customers. The Company continues to test raw material through finished
product at various stages in the manufacturing process utilizing automated test
equipment capable of volume production.
MARKETING, SALES AND CUSTOMERS
The Company markets its products worldwide to a broad range of customers
through its own sales efforts, a network of 21 national and international
independent sales representatives, and 15 electronics distributors. The Company
concentrates its direct marketing efforts on the high-performance segments of
the telecommunication, military, industrial, and computer markets in
applications where high-speed and low power consumption are critical. Among the
Company's OEM customers are Sony Corporation, Hitachi, Honeywell, SDX, Solectron
Corporation, Acuson Corporation, DSC Communications Corporation, Lockheed
Martin, Boeing, Boston Technology, General Dynamics, ESI, Hewlett Packard and
Advanced Technologies Laboratories, Inc.
The Company coordinates sales from its Sunnyvale, California facility.
The Company maintains a regional sales office on Staten Island, New York, as
well as field applications support offices in Raleigh, North Carolina to serve
the East Coast and San Diego, California to serve the West Coast. The Company
also has a sales office in Warminster, England to support the Company's European
sales activities. The Company's sales managers direct the activities of the
independent sales representative firms and focus on major target accounts. Sales
representatives obtain orders on an agency basis and the Company ships directly
to its customers. Sales representatives receive commissions on sales within
their territories. Distributors purchase the Company's products for resale
generally to a broad base of small to medium-size customers. Four regional and
national stocking distributors service North America. As is customary in the
industry, domestic distributors are entitled to certain price rebates and
limited stock rotation rights, for which the Company has made a provision in its
consolidated financial statements. During fiscal 1998 and 1997, sales through
both international and domestic distributors accounted
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for approximately 46% and 66% of net sales, respectively, while direct sales to
OEMs accounted for approximately 54% and 34%, respectively, of net sales.
In fiscal 1998, three customers accounted for approximately 27%, 12%
and 12%% of net revenues. In fiscal 1997, two customers accounted for
approximately 16% and 12%, respectively, of net revenues.
International sales are conducted by sales representatives and
distributors located in Japan, Canada, United Kingdom, Germany, France, Italy,
Netherlands, Sweden, Finland, Hong Kong, Israel, Korea, Taiwan, and Spain.
During fiscal 1998, 1997, and 1996, the Company's export sales were
approximately 47%, 31%, and 27%, respectively, of net sales (see Note 11 in
"Notes to the Financial Statements" contained in Item 8 below). 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. Although the Company's international sales are subject to
certain export restrictions, including the Export Administration Amendments Act
of 1985 and the regulations promulgated thereunder, the Company has not
experienced any material difficulties because of these restrictions.
The Company's domestic distributors generally market products
competitive with the Company's products. The Company's independent sales
representatives and foreign distributors also may represent competitors of the
Company.
The Company warrants its products against defects in materials and
workmanship for a period of 12 months from the date of shipment. Warranty
expenses to date have been nominal.
BACKLOG
As of November 30, 1998, the Company's backlog was approximately
$2,042,900. The Company includes in its backlog all released purchase orders
shippable within the following 18 months, including orders from distributors.
The Company's backlog, although useful for scheduling production, does not
represent actual sales and the backlog at any particular time should not be used
as a measure of future sales or revenues. In accordance with accepted industry
practice, orders on the backlog are subject to cancellation without penalty at
the option of the purchaser at any time prior to shipment. Changes in delivery
schedules and price adjustments that may be passed on to distributors and
credits for returned products are not reflected. The Company produces catalog
products that may be shipped from inventory within a short time after receipt of
a purchase order. The Company's business for its catalog products, like the
businesses of many companies in the semiconductor industry, is characterized by
short-term orders and shipment schedules rather than by volume purchase
contracts. For these reasons, the Company's backlog as of any particular date is
not representative of actual sales for any succeeding period and the Company
believes that backlog is not a good indicator of future revenues.
RESEARCH AND DEVELOPMENT
The Company's engineering staff is involved in the design of integrated
circuits. In 1998, the Company's development efforts were focused on the
development of new digital processing circuits that address video image
processing applications. The Company's product design efforts are supplemented
by computer aided design and simulation equipment. The Company also has an
experienced test-engineering group that works closely with the designers to
develop production test software. Research and development expenditures were 10%
of sales in 1998 and 11% in 1997 and historically have been approximately 10% of
net sales. See "Selected Financial Data," "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and "Consolidated Statements
of Income" contained in Item 8.
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COMPETITION
The semiconductor industry is intensely competitive and characterized by
rapid technological change and rates of product obsolescence, price erosion,
periodic shortage of materials, variations in manufacturing yields and
efficiencies, and increasing foreign competition. The industry includes many
major domestic and international companies that have substantially greater
financial, technical, manufacturing, and marketing resources than the Company.
In addition, there are many emerging companies that are attempting to obtain a
share of the existing market. 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
production 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; the
acceptance of new products by customers; the speed at which customers
incorporate the Company's products into their systems; the continued access to
advanced semiconductor foundries; the number and capabilities of its competitors
as well as general economic conditions. In the area of high-performance DSP
circuits, the Company competes with Analog Devices, Fairchild Semiconductor,
Genesis, Gennum, Harris, Lucent Technology, and Texas Instruments, among others.
PATENTS AND COPYRIGHTS
Because of the rapidly changing technology in the semiconductor
industry, the Company relies primarily upon its design know-how, rather than
patents and copyrights, to develop and maintain its competitive position. 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. The Company is of the opinion that patent
maskwork protection is of less significance in the Company's business than
factors such as the experience and innovative skill of its personnel and the
abilities of its management. There can be no assurance that others will not
develop or patent technology similar to the Company's technology or copy or
otherwise duplicate the Company's products. The Company owns five patents
awarded by the United States Patent Office.
Since others have obtained patents covering various semiconductor
designs and processes, certain of the Company's present or future designs or
processes may be claimed to infringe the patents of third parties. The Company
has previously received and may in the future receive claims that one or more
aspects or uses of the Company's products infringe on patent or other
intellectual property rights of third parties. See Item 3 - Legal Proceedings.
The Company does not believe that it infringes any known patents at this time.
If any such infringements exist or arise in the future, the Company may be
liable for damages and may, like many companies in the semiconductor industry,
find it necessary or desirable to obtain licenses relating to one or more of its
current or future products. Based on industry practice the Company expects that
any necessary licenses or rights under patents could be obtained on conditions
that would not have a material adverse effect on the Company. There can be no
assurance, however, that licenses could in fact be obtained on commercially
reasonable terms, or at all, or that litigation would not occur. The Company's
inability to obtain such licenses or the occurrence of litigation could
adversely affect the Company.
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FACTORS AFFECTING FUTURE RESULTS
Except for historical information contained herein, the discussion in
this Form 10-K report contains forward looking statements within the meaning of
Section 27 A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including but not limited to, statements as to future
operating results and business plans of the Company that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed herein. Factors that could cause or contribute to such differences
include but are not limited to, general economic conditions, the cyclical nature
of the semiconductor industry, especially the markets addressed by the Company's
products such as HDTV, telecommunications, military weapons system, medical
diagnostic imaging equipment, and general computing applications. Also to be
considered are factors such as slower than expected demand for the Company's
products, the availability of external sources of supply for critical materials
such as processed silicon wafers, the extent of utilization of internal
manufacturing capacity, fluctuation in wafer and assembly yields, competitive
factors, price erosion, the successful development and market acceptance of new
product introductions, product obsolescence, costs associated with litigation
and the impact of Year 2000 issues on the Company's operations, and the
availability of adequate capital.
Fluctuation in operating results
The Company's quarterly and annual results of operations are effected by
many factors that could materially and adversely impact revenues, margins, and
income from operations. These factors include, among others, demand for the
Company's products, changes in product mix, competitive pricing pressure,
fluctuations in yields, cost and availability of raw materials, delays in the
introduction or the performance of the Company's new products, market acceptance
of the Company's products, competitive product introductions, product
obsolescence, costs of litigation, and the dependence of the Company on a
limited number of key personnel. In addition to the risks inherent in the
cyclical nature of the industry, the Company frequently ships more products
during the third month of each quarter than in the first two months of the
quarter. Moreover, shipments in the third month are generally higher toward the
end of the month resulting in a concentration in sales in the latter part of the
quarter that contributes to difficulty in predicting the Company's revenues and
results of operations.
International operations
The Company's products are comprised of materials and produced through
processes supplied by foreign companies. The Company also has many overseas
customers, the sales to which are billed in United States dollars, and
therefore, not directly subjected to currency exchange fluctuations. However,
changes in the relative value of the U.S. dollar may change the price of the
Company's products relative to the prices of its foreign competitors.
Accordingly, both the Company's manufacturing and sales may be adversely
affected by changes in the rates of exchange between the U.S. dollar and certain
foreign currencies. In addition, the implementation of various forms of
protectionist trade legislation, a change in current tariff structures or other
trade policies, changes in foreign political or economic conditions,
difficulties in collecting accounts receivable and changes in taxes either in
the United States or in certain foreign countries, could adversely affect the
Company, its international customers or suppliers or advantage the Company's
international competitors.
New product development risks
The Company's future success depends heavily on its ability to develop
and introduce new products which meet critical customer needs and which compete
effectively on the basis of cost and performance with alternative products and
solutions. The success of new product introductions is highly dependent on the
timely completion and introduction of new product
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designs. The development of new products by the Company and their design-in to
customer systems can take several years.
Dependence on limited sources of supply and assembly
The Company is dependent on subcontractors for its processed silicon
wafers and its assembly of products. There are only a limited number of such
suppliers and the Company has had difficulty in the past obtaining adequate
suppliers during periods of rapid industry growth. Changes in suppliers require
qualification by the Company and may result in considerable expense and delay in
shipping products.
Manufacturing and test capacity
Although fab-less, the Company has made substantial investments in
manufacturing and test capacity. There can be no assurance that market
conditions will result in sufficient demand to permit the Company to fully
utilize this capacity. Also, the Company's manufacturing facilities are located
in the Silicon Valley area that is known to be at high risk for major
earthquakes. The Company could suffer either direct damages or its operations
could otherwise be disrupted as a result of a major earthquake.
Inventory risk
The Company must order wafers and packaging materials and build
inventory well in advance of product orders. Because the Company's markets are
volatile and subject to rapid fluctuations, there are risks that the Company
will forecast demand incorrectly and produce excess or insufficient inventory.
Some of the Company's products enjoy customer demand beyond the period that the
Company's wafer sources offer the process technology that the products were
originally designed with. In order to avoid spending limited high skill
engineering resources on continuous re-tooling of more mature products to
utilize newer process technology, on some product types the Company makes
lifetime buys of its anticipated needs resulting in heightened risk of inventory
obsolescence.
Liquidity
Semiconductor manufacturers generally have extraordinarily high ongoing
capital requirements. There can be no assurance that the Company can generate
sufficient cash flow from operations or be able to obtain financing from other
sources that will meet the Company's capital requirements.
Dependence on key personnel
The Company is highly dependent upon a limited number of key management
and technical personnel. The Company's future success also depends on its
ability to attract and retain additional personnel, especially highly skilled
product design engineers. There can be no assurance that the Company will be
successful in hiring and retaining such personnel, and any loss of key personnel
could have a material adverse effect on the Company.
EMPLOYEES
As of September 30, 1998, the Company had 50 full-time employees: 8 in
administration, 13 in research and development, 3 in quality assurance, 12 in
production/test and 14 in marketing and sales. In addition, from time to time,
the Company uses consultants and part-time employees. The Company's ability to
attract and retain qualified personnel is an important factor in its continued
success. None of the Company's employees are represented by a collective
bargaining
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agreement, and the Company has never experienced any work stoppage. The Company
believes that its employee relations are good.
REGULATION
Federal, state, and local regulations impose various environmental
controls on the discharge of chemicals and gases in connection with the wafer
manufacturing process. Since the Company relies on third party manufacturers and
its activities do not involve utilization of hazardous substances generally
associated with semiconductor processing, the Company believes such regulations
are unlikely to have a material affect on its business or operations.
ITEM 2. PROPERTIES
The Company's executive offices, as well as its manufacturing and
principal research and design facilities, are located in approximately 21,600
square feet of space in Sunnyvale, California pursuant to a lease expiring on
December 15, 2002. The Company maintains additional sales or field application
support offices located in the metropolitan area of Raleigh, North Carolina,
Staten Island, New York, San Diego, California, and Warminster, England. The
Company currently leases these sales and field application support offices on a
month-to-month basis. The Company believes that its facilities will be adequate
to meet its reasonably foreseeable needs and, if necessary, that alternative
facilities will be available to it on acceptable terms so as to meet its
requirements.
ITEM 3. LEGAL PROCEEDINGS
The Company is not presently involved in any legal proceedings. From
time to time the Company receives demands from various parties asserting patent
claims. These demands are often not based on any specific knowledge of the
Company products or operations. Because of the uncertainties inherent of
litigation the outcome of any such claim, including simply the cost of a
successful defense against such a claim, could have a material adverse impact on
the Company.
In January 1998, the Company was contacted by the attorneys representing
the estate of Mr. Jerome Lemelson charging that the Company infringed on certain
patents registered by Mr. Lemelson. The attorneys for the estate have not filed
suit, but have urged the Company to enter into a licensing agreement with the
estate in order to avoid litigation. The Company is in the process of reviewing
the charges to determine the validity of the claims. Should the estate file
suit, the Company would vigorously defend itself in this matter. However,
because of the inherent uncertainties of litigation, the outcome of this action
could be unfavorable, in which event the Company might be required to pay
damages and other expenses, which could have a material adverse effect on the
Company's financial position and results of operations. In addition, the Company
could be required to alter certain of its production processes or products as a
result of this matter.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders
during the last quarter of fiscal 1998.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The Company's Common Stock is traded under the symbol "LOGC" on the
Nasdaq National Market System. The following table sets forth for the period
indicated, the high and low closing prices for the Company's Common Stock as
reported by Nasdaq:
<TABLE>
<CAPTION>
1996 HIGH LOW
- ---- ---- ---
<S> <C> <C>
Fourth Quarter $ 3 3/4 $ 2 1/16
1997 HIGH LOW
First Quarter $ 2 3/4 $ 2 5/16
Second Quarter $ 2 1/2 $ 1 15/16
Third Quarter $ 3 1/2 $ 1 15/16
Fourth Quarter $ 4 7/16 $ 2 5/32
1998
First Quarter $ 3 1/2 $ 2 1/32
Second Quarter $ 3 3/4 $ 2 1/2
Third Quarter $ 3 1/4 $ 1 1/5
</TABLE>
HOLDERS
As of November 30, 1998, there were approximately 3,400 holders of the
Company's Common Stock.
DIVIDENDS
The Company has not paid any dividends on its Common Stock and does not
anticipate that it will do so in the foreseeable future. The Company has entered
into bank credit agreements that preclude the payment of dividends without the
prior consent of the parties to such agreements. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources - Financing". Regardless of any such restrictions in its bank
credit agreement, the present policy of the Company is to retain earnings to
provide funds for the expansion of its business.
UNREGISTERED SALES OF COMMON STOCK
On September 30, 1998, the Company sold 510,638 newly issued shares of
Common Stock for $1.46875 per share or $750,000 in the aggregate in equal
amounts to William J. Volz, President and a director of the Company, and BRT
Partnership. BRT Partnership is a partnership, the sole partners of which are 25
individual trusts commonly known as the Bea Ritch Trusts, the beneficiaries of
which are family members of Burton W. Kanter, a director of the Company, though
Mr. Kanter is not a beneficiary. The per share sale price equals the closing
price for the Company's Common Stock on September 17, 1998, the date on which
the parties entered into an agreement to effect such sale. The sale was not
registered under the Securities Act of 1933 in reliance on an exemption from the
registration requirements thereof under Section 4(2) of such act and the rules
promulgated thereunder and on other exemptions. At the time of the sale, the
Company entered into an agreement to register resales of such shares in the
future but to date has not filed a registration statement covering such resales.
No broker-dealers or underwriters were
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<PAGE> 13
used to effect such sale and no brokerage commissions or underwriting discounts
were paid in connection therewith.
ITEM 6. SELECTED FINANCIAL DATA
In September 1998, the Company elected to change its fiscal year-end
from December 31 to September 30, effective September 30, 1998.
The following table sets forth selected financial data for the Company
for the nine month fiscal year ended September 30 1998, the nine months ended
September 30, 1997, and for the fiscal years ended December 31, 1997, 1996,
1995, and 1994. This information has been derived from the Company's audited
consolidated financial statements. This data should be read in conjunction with
the consolidated financial statements, related notes and other financial
information included elsewhere in this report.
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Nine Months Ended
September 30, Year ended December 31,
----------------------------- -----------------------------------------------------------
1998 1997 1997 1996 1995 1994
------------- ------------- ------------- ------------- ------------- -------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Net revenues $ 9,562 $ 9,006 $ 12,519 $ 12,525 $ 16,611 $ 13,492
Net (loss) income (6,334) (407) (399) 122 1,384 708
Basic (loss) income
per common share (1.03) (0.06) (0.07) 0.02 0.26 0.15
Weighted average
common shares
outstanding
(thousands) 6,178 6,366 6,122 6,041 5,420 4,841
Working capital $ 9,630 16,282 15,184 16,641 17,148 7,218
Property and
equipment (net) 4,935 4,781 5,110 4,204 2,410 2,163
Total assets 23,599 20,727 27,493 26,500 23,366 14,925
Long-term liabilities 392 1,164 1,125 1,206 391 1,228
Shareholders' equity 15,143 20,719 20,727 21,126 20,711 8,810
Research and
development expenses 959 1,148 1,406 1,450 1,451 1,338
</TABLE>
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<PAGE> 14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Reported fiscal financial results may not be indicative of the financial results
of future periods. All non-historical information contained in the following
discussion constitutes forward looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements are not guarantees of future performance and involve a
number of risks and uncertainties, including but not limited to operating
results, new product introductions and sales, competitive conditions, customer
demand, capital expenditures and resources, manufacturing capacity utilization,
and intellectual property claims and defense. Factors that could cause actual
results to differ materially are included in, but not limited to, those
identified in "Factors Affecting Future Results". The Company undertakes no
obligation to publicly release the results of any revisions to these
forward-looking statements that may reflect events or circumstances after the
date of this report.
OVERVIEW
The Company's election to change its fiscal year-end from December 31 to
September 30 was part of an overall restructuring of the Company's operations
that was undertaken in the quarter ended September 30, 1998.
Historically, the Company has been one of the smallest publicly traded
semiconductor manufacturers. In order to bootstrap its growth from a very
limited capital base, the Company initially developed plug compatible second
source products that were form, fit, and function compatible with products
offered by other manufacturers. These products also offered oneupmanship
advantages such as faster performance, lower power consumption, and lower cost.
The primary advantage of this plug compatible second sourcing was to shorten the
time from product introduction to initial revenues. Due to the presence of
competitive suppliers, the disadvantages of these products include the need for
broad distribution channels and highly competitive pricing and delivery demands.
Recognizing the disadvantages of relying on plug compatible products, in
1996 the Company embarked on a redirection and expansion of its product
development efforts. During 1996, the Company acquired advanced design
automation tools and sharply increased the number of people involved in product
development. At the same time, the Company also began identifying unique,
proprietary products driven by the requirements of its existing customer base.
In 1997, the Company introduced a number of these proprietary products and
continues to focus on defining and developing proprietary products.
Fiscal 1998 can be characterized as a year of transition for the
Company. Sales of the Company's more mature products continue to decline as the
products reach end of life. The Company's newer products have been designed-in
(incorporated) into end system level products that address the high definition
television market. These systems are expected to move toward volume production
during fiscal 1999. As the newer products begin to contribute increasing
revenues, the Company's support of its older products will become more and more
inefficient. As a result, the Company has elected to phase down a number of its
more mature products and to accelerate its transition to its proprietary
products.
The Company derives its revenues primarily from the sale of
semiconductor chips that address high-speed digital signal processing (DSP)
applications. In the past, the Company also enjoyed significant revenues from
the sale of high performance static random access memories (SRAMs). Applications
requiring high speed processing generally also require high-speed
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<PAGE> 15
memory. However, since 1996, the industry has suffered from excess wafer
fabrication capacity. This excess capacity has resulted in severe downward price
pressure on memory products. Due to the resulting falling demand and sharply
lower pricing, sales of the Company's SRAM products have declined significantly
as a percentage of total revenues.
The Company's second source products provide the building blocks from
which high performance arithmetic computing engines can be configured. With the
on-going advances in semiconductor process lithography, it has become
technically feasible to incorporate entire systems on a single chip. While this
capability is just becoming economically attractive, the Company has recognized
that the remaining life of its more mature products is limited, as the building
blocks provided by the Company's products on separate chips can now be combined
onto a single chip with other necessary building blocks for arithmetic computing
systems. These products suffer pricing pressure as a result of the introduction
of more highly integrated, and therefore more economical, product introductions
by the Company's competitors. This pricing pressure impacts the Company to a
lesser degree than the impact of excess capacity on memory products due to
performance requirements and the more limited size of the markets that these
products address.
Many of the Company's customers produce systems that address the
television broadcast industry. In the United States, television broadcasting
began the transition from analog to digital transmission in November 1998. By
the year 2007, all analog broadcasts are scheduled to cease. As a result of this
transition, the Company believes that there will be expanded opportunities for
the sales of its newer products that generally address the requirements for
processing studio quality broadcast images. In the short term however, sales of
the Company's existing products have been adversely impacted as broadcasters
have delayed planned incremental upgrades of their facilities that would have
quickly become obsolete as a result of the transition to HDTV.
RESULTS OF OPERATIONS
Nine Month Year Ended September 30, 1998 compared to the Nine Month Year ended
September 30, 1997
Net revenues for the nine month year ended September 30, 1998 were
$9,562,700, up six percent from the $9,006,400 recorded in the nine months ended
September 30, 1997.
Cost of revenues increased from $5,730,000 in the nine month period
ended September 30, 1997 to $7,252,100 in the nine month year ended September
30, 1998. Gross profit decreased from $3,276,400 for the nine month period in
1997 to $(1,861,800) in 1998, due to this increase in cost of goods sold and due
to the recording of certain one time charges associated with the Company's
business plan of reorganization. Gross profit margin as a percentage of sales
decreased from 37% for the nine month period in 1997 to negative 19 percent in
1998. This decrease in gross profit dollars and decrease in gross profit margin
on revenue from product sales in 1997 was due to the increase in cost of goods
sold as well as higher inventory write downs in the 1998 period.
Research and development expenses were $959,500 in the nine month year
ended September 30, 1998 versus $1,147,700 in the nine month year ended
September 30, 1997. Research and development expenses as a percentage of net
revenues decreased from 13% for the nine month period in 1997 to 10% in 1998.
Research and development expenses decreased in 1998 compared to the 1997 period
as a result of fewer mature product re-tooling charges for the period.
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<PAGE> 16
Selling, general and administrative expenses increased 21% from
$2,613,100 in the nine month period ended September 30, 1997 to $3,154,700 in
the nine month year ended September 30, 1998. As a percentage of net revenues,
selling, general and administrative expenses increased from 29% for the nine
month period in 1997 to 33% in 1998.
For the nine month year ended September 30, 1998, the operating (loss)
increased 1724% to $(5,976,000) from $(406,600) for the nine month period ended
September 30, 1997, due to the above-mentioned factors. As a percentage of net
revenues, operating income decreased from negative 5% for the nine month period
in 1997 to negative 62% for the nine month period in 1998.
Interest expense increased from $188,900 for the nine month period in
1997 to $434,400 for the nine month period in 1998 as the Company's borrowing
increased from $3,275,000 at September 30, 1997 to $5,350,000 at September 30,
1998.
As a result of the foregoing, net loss increased from a loss of $406,600
for the nine month year ended September 30, 1997 to a loss of $6,333,700 for the
nine month period ended September 30, 1998.
Year Ended December 31, 1997 compared to the Year ended December 31, 1996
Net revenues for the year ended December 31, 1997 were $12,518,500,
essentially unchanged from $12,524,900 recorded in the year ended December 31,
1996. In early 1997, the Federal Communications Commission announced that it
would require broadcasters in the ten largest market areas to begin digital
television broadcasting by the fall of 1998. The immediate response to this
announcement was to slow planned incremental upgrades of existing studio
equipment while broadcasters assessed the requirements to move to digital
television broadcasting. As a result of this pause in end equipment purchases,
sales of the Company's components to studio equipment manufacturers were
adversely impacted. Also during 1997, the Company experienced periods where it
was unable to support certain of its SRAM product types due to a transition to
manufacturing these products with newer process technology.
Cost of revenues increased from $7,008,900 in the year ended December
31, 1996 to $7,933,100 in the year ended December 31, 1997. Gross profit
decreased from $5,516,000 in 1996 to $4,585,400. Gross profit margin as a
percentage of sales decreased from 44% in 1996 to 36% in 1997. This decrease in
gross profit dollars and lower gross profit margin on revenues was due to higher
inventory write downs and falling SRAM pricing in 1997.
Research and development expenses were $1,405,600 in the year ended
December 31, 1997 versus $1,450,100 in the year ended December 31, 1996.
Research and development expenses as a percentage of net revenues decreased from
12% in 1996 to 11% in 1997. Research and development expenses were essentially
unchanged for the 1997 and 1996 periods as a result of fewer mature product
re-tooling charges for the period but were offset by substantial investments in
R&D personnel and design software which increased the new product development
during 1997.
Selling, general and administrative expenses decreased 8% from
$3,827,000 in the year ended December 31, 1996 to $3,507,500 in the year ended
December 31, 1997. The decrease was primarily due to expense control activities
instituted in light of the Company's losses during
16
<PAGE> 17
1997. As a percentage of net revenues, selling, general and administrative
expenses decreased from 30% in 1996 to 28% in 1997.
In the year ended December 31, 1997, operating income (loss) decreased
237% to $(327,700) from $238,900 in the year ended December 31, 1996. As a
percentage of net revenues, operating income decreased from 2% in the 1996
period to negative (3)% in the 1997 period.
Interest expense increased from $94,500 in 1996 to $439,700 in 1997 as
the Company's borrowing increased from $2,000,000 at year end 1996 to $3,525,000
at year end 1997. This was offset by interest income of $72,200 in 1996 and
$4,900 in 1997.
As a result of the foregoing, net income decreased from $122,300 in the
year ended December 31, 1996 to a loss of $(398,600) in the year ended December
31, 1997.
LIQUIDITY AND CAPITAL RESOURCES
For the three years ended September 30, 1998 the Company's cash flow
(after-tax net loss plus non-cash items) has significantly exceeded its net
loss, due to significant non-cash charges for restructuring, depreciation, and
inventory write-downs. This cash flow ($-467,200 in 1998, $1,104,600 in 1997,
and $1,595,200 in 1996) as well as approximately $3,350,000 in increased bank
borrowings between December 1996 and September 30, 1998, and a private sale of
Common Stock for an aggregate consideration of $750,000 on September 30, 1998
have served as the primary source of financing for the Company's working capital
needs and for capital expenditures during these years.
During fiscal 1998, the Company's after-tax net cash flow (net loss of
$6,378,400 plus non-cash items of $5,866,500) along with increases in
inventories of $136,500 and decreases in accounts receivables of $2,228,400
along with net other cash flow items from operations used a total of
$(1,682,500) in net cash from operating activities. Capital expenditures and
increases to other assets used $293,500 in cash. Bank borrowing provided
$2,325,000 in cash, and repayment of long-term capital lease obligations and
bank borrowings used $1,044,000 in cash. The Company also raised $750,000 in
additional equity in September 1998. Net of such amounts resulted in a increase
in cash and cash equivalents of $55,000 for the 1998 period.
During 1997, the Company's after-tax cash earnings (net loss of $398,600
plus non-cash items of $1,503,200) along with a decrease in inventories of
$1,529,800, were offset by growth in accounts receivables of $2,179,300. These
items along with net other cash flows items from operations provided a total of
$292,800 in net cash from operating activities. Capital equipment expenditures
and increases to other assets used $1,740,100 in cash. Bank borrowing provided
$2,325,000 in cash, and repayment of long-term capital lease obligation used
$660,700 in cash. Net of such amounts resulted in a decrease in cash and cash
equivalents of $583,000 for the 1997 period.
During 1996, the Company's after-tax cash earnings (net income of
$122,300 plus non-cash items of $1,472,900), along with cash provided from
accounts receivables of $1,191,500, were more than offset by increases in
inventories of $5,632,900 (increased in inventories were funded by after-tax
cash earnings, cash provided from receivables and cash on hand.). These items
along with net other cash flows items from operations used a total of $4,060,700
in net cash from operating activities. Capital equipment expenditures and
increases to other assets used
17
<PAGE> 18
$1,517,500 in cash. Bank borrowing provided $2,000,000 in cash, exercise of
warrants and stock options provided $292,500 in cash and repayment of long-term
capital lease obligations used $421,900 in cash. Net of such amounts resulted in
a decrease in cash and cash equivalents of $3,707,600 for the 1996 period.
The Company has addressed its requirements for working capital by
reducing expenditures, accelerating accounts receivables collections, and by
shifting its focus to higher margin products. The Company believes that these
actions combined with anticipated after-tax cash earnings, and reductions in the
levels of inventories as well as the financing available under other third party
financing, will be sufficient to support its working capital and capital
expenditure requirements for the next twelve months.
Working Capital
The Company's investment in inventories and accounts receivable has been
significant and will continue to be significant in the future. Over prior
periods, the Company, as a nature of its business, has maintained high levels of
inventories and accounts receivable in order to be responsive to its customer
base. As the Company shifts from more competitive second source products to
proprietary sole source products the Company believes that it will be able to
streamline its inventories. It also intends to shorten its accounts receivable
collection cycle by re-focusing on direct sales to customers rather than through
distribution channels.
The Company relies on third party suppliers for its raw materials,
particularly its processed wafers, and as a result maintains substantial
inventory levels to protect against disruption in supplies. At periods in the
past the Company has experienced disruptions in obtaining wafers from its
suppliers. As the Company continues its shift to higher margin proprietary
products, the Company expects to be able to reduce inventory levels by
streamlining its product offerings.
As part of its restructuring activities, the Company recalled from
distributor stock product material that was not committed to an existing
customer order. The material that was recalled was added back into the Company's
inventory pool. This enlarged inventory pool was then culled for products that
the Company identified as having reached end of life. As a result of this
activity the Company has scrapped $4,172,400 as part of its restructuring
efforts during the quarter ended September 30, 1998. The Company provides
reserves for any product material that is over one year old with no backlog or
sales activity, and reserves for future obsolescence. See "Schedule II" of the
accompanying consolidated financial statements.
The Company's accounts receivable level is generally correlated to the
Company's previous quarter revenue level. Because of customer order scheduling,
up to 80% of the quarterly revenues are often shipped in the last month of the
quarter. This has the effect of placing a large portion of the quarterly
shipments reflected in accounts receivable still not yet due per the Company's
net 30 day terms. This, combined with the fact that the Company's distributor
customers (which made up 46% of the Company's 1998 revenues) generally pay at 90
days and beyond, has resulted in accounts receivable balances at the end of the
quarterly period being at their highest point for the period. The Company
expects to be able to reduce accounts receivable levels as a result of a shift
in its sales focus toward direct customer sales rather than the broad channel
management sales activities it has required to support its second source
products.
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<PAGE> 19
Although current levels of inventory impact the Company's liquidity, the
Company believes that these items are a cost of doing business as a fab-less
operation. The Company continues to evaluate alternative suppliers to diversify
its risk of supply disruption. However, this requires a significant investment
in product development to tool with new suppliers. Such efforts compete for the
Company's limited product development resources. The Company seeks to achieve
on-going reductions in inventory. However, it cannot guarantee that such
reductions will be achieved within a precise period of time due to both its
current high rate of introductions of new products into the inventory pool and
its inability to control customer order schedules.
Financing
On June 1, 1998, the Company renewed a $6,000,000 revolving line of
credit with Sanwa Bank extending the maturity to May 31, 1999. The line of
credit bears interest at the bank's prime rate (8.50% at September 30, 1998)
plus 1.00%. The line of credit requires the Company to maintain a minimum
tangible net worth of $20,000,000, a maximum ratio of debt to tangible net worth
of not more than 0.50 to 1.00, a minimum current ratio of not less than 2.00 to
1.00, a minimum quick ratio of not less than 1.10 to 1.00 increasing to 1.20 to
1.00 at September 30, 1998 and increasing again to 1.35 to 1.00 at December 31,
1998 and thereafter, and profitability on a quarterly basis. As of September 30,
1998 the Company was not in compliance with certain covenants under the
borrowings and had not obtained a waiver from that bank. (See Notes 6 and 12 of
Notes to Consolidated Financial Statements.) The line of credit facility is
secured by all of the assets of the Company.
Under the terms of its line of credit facility, the Company is precluded
from paying any cash dividends without the consent of the lender even if the
Company is in compliance with all of the financial covenants but is allowed to
pay stock dividends whether or not there was any other covenant violation.
Regardless of any such restrictions in its bank loan agreements, the Company
does not intend to pay cash dividends in the near future and anticipates
reinvesting its cash flow back into operations.
Warrants to purchase an aggregate of 150,000 shares of Common Stock had
been issued in connection with an extension of the Shareholder Loan under a Loan
Extension and Warrant Purchase Agreement entered into in March 1991. Warrants to
purchase 74,955 shares were exercised during the year ended December 31, 1995
and warrants to purchase 75,045 were exercised in February of 1996. The exercise
price of the warrants was $3.45 per share.
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 1996 annual
meeting of shareholders held June 13, 1996. 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. Of these
warrants 120,000 were exercised in 1996 by two of the non-employee directors
through loans made to them from the Company. The loans matured July 1998 and
accrued interest at the reference rate plus 2%. The non-employee director loans
have been extended for a one-year period ending July 1999. As part of the loan
extension agreement, the terms of the loan have been changed to increase the
interest rate to 2% and to require the lenders to sell their shares consistent
with existing market conditions and repay their loans at any time when the offer
price for the underlying shares reaches $3.25.
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<PAGE> 20
Certain other warrants to purchase an aggregate of 34,350 shares of
Common Stock were issued by the Company in connection with two of the private
placements that occurred in 1995. Under one transaction, the warrant gives the
holders 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, 1996). The warrant was exercisable immediately
upon its issuance and expired on August 21, 1998. Under the other transaction,
the warrants gives the holders the right to purchase from the Company up to
2,500 shares of Common Stock at an exercise price equal to $11.875 per share
(the closing bid price on September 14, 1996). These warrants were exercisable
immediately upon their issuance and expired on September 19, 1998.
On September 30, 1998, the Company sold 510,638 newly issued shares of
Common Stock for $1.46875 per share or $750,000 in the aggregate in equal
amounts to William J. Volz, President and a director of the company, and BRT
Partnership. BRT Partnership is a partnership, the sole partners of which are 25
individual trusts commonly known as the Bea Ritch Trusts, the beneficiaries of
which are family members of Burton W. Kanter, a director of the Company, though
Mr. Kanter is not a beneficiary. The per share sale price equals the closing
price for the Company's Common Stock on September 17, 1998, the date on which
the parties entered into an agreement to effect such sale. The Company agreed to
register these shares upon request of the purchasers.
While the Company will continue to evaluate debt and equity financing
opportunities, it believes its financing arrangements and cash flow generated
from operations provide an adequate base of liquidity to fund operations and
meet the capital needs to support the Company's operations.
YEAR 2000 COMPLIANCE
The year 2000 creates the potential for date related data to cause
computer processing errors or system shut-downs because computer-controlled
systems have historically used two digits rather than four to define years. For
example, computer programs that contain time data sensitive software may
recognize a date using two digits of "00" as the year 1900 rather than the year
2000. The miscalculations and systems failures that may be caused by such date
misrecognition could disrupt the operations of the Company. Since the risk
relates to computer-controlled systems, the year 2000 issue affects computer
software, computer hardware, and any other equipment with imbedded technology
that involves date sensitive functions. The Company has determined to assess the
scope of its Year 2000 problems, to remediate the problem, and to plan for the
contingency of remediation failure separately for each of its internal computer
software programs, its computer hardware, its machinery which includes imbedded
computer technology, its suppliers and its products.
As a result of its assessment, the Company has determined that none of
its products have date sensitive functions and, accordingly, that no products
will require modification or replacement.
The Company believes that it has identified all of its computer software
programs, computer hardware and machinery with imbedded computer technology.
This assessment was eased by the small amount of computers and other machinery
that the Company possesses relative to the size of its operations since
production and assembly of its products is outsourced.
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<PAGE> 21
The Company is still in the process of determining the extent to which
its customers and suppliers may be impacted by year 2000 computer processing
problems. This assessment has been slower than the Company's other assessment
efforts since it necessarily involves obtaining information from third parties,
and the Company's suppliers are foreign operations which may have local customs
or attitudes regarding disclosure which differ from those in the United States.
Conversely, because the Company relies on third parties to manufacture its chips
and assemble its products, the Company's production may be slowed or other of
its operations may be adversely impacted by the Year 2000 problems of its
suppliers. Although the Company has received assurances from certain of its
suppliers, including the silicon foundaries supplying the Company with silicon
wafers, that they are Year 2000 compliant, the Company plans to shortly require
a written evaluation from each of its suppliers about their state of Year 2000
readiness. The Company does not believe it has any technological interfaces with
customers that will be affected by the Year 2000 issue.
The Company completed remediation of its computer hardware, internal
computer software programs and equipment with imbedded technology in March 1998.
Through December 31, 1998, the Company has spent approximately $50,000 modifying
or replacing its internal computer software programs, its computer hardware, and
machinery with embedded computer technology, primarily to upgrade software and
to modify maintenance agreements. Since it believes remediation of such systems
has been completed, the Company does not expect to expend any material amounts
on such remediation in the future. However, if the Company has failed to
properly assess any of the year 2000 problems or failed to fully remedy any
identified year 2000 problems of its computer hardware, computer software
programs, or machinery with embedded technology, the Company may be forced to
spend more than anticipates on such remediation in the future.
Until its assessment efforts are complete, the Company will not be able
to reasonably estimate the future costs of eliminating problems caused by the
Year 2000 problems of its suppliers, whether by investing in new technology or
software to interface with these parties or finding alternative sources of
supply. Beginning June 1, 1999, the Company expects to shift production away
from suppliers that have not demonstrated Year 2000 compliance to the Company's
satisfaction and to the Company's current suppliers that are Year 2000
compliant. If such current suppliers are unable to satisfy increased production
burdens, the Company expects to engage new suppliers that are Year 2000
compliant. There can be no assurance that the Company will be able to shift
additional production to any of its current suppliers or to new suppliers
without additional costs or at all. Shifts to new suppliers typically require
capital outlays and increased time requirements for production, either of which
may adversely affect the results of operations of the Company.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
21
<PAGE> 22
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENT
SCHEDULES
<TABLE>
<CAPTION>
CONSOLIDATED FINANCIAL STATEMENTS: Page
- ---------------------------------- ----
<S> <C>
Report of Independent Certified Public Accountants.......................................... 23
Consolidated Balance Sheets, September 30, 1998 and December 31, 1997....................... 24
Consolidated Statements of Operations, period ended
September 30, 1998, and years ended December 31, 1997 and 1996............................ 26
Consolidated Statements of Shareholders' Equity,
period ended September 30, 1998, and years ended December 31, 1997 and 1996............... 27
Consolidated Statements of Cash Flows, period ended
September 30, 1998, and years ended December 31, 1997 and 1996............................ 28
Notes to Consolidated Financial Statements.................................................. 29
Quarterly Financial Data (un-audited) period ended
September 30, 1998 and year ended December 31, 1997....................................... 41
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES:
Schedule II - Valuation and Qualifying Accounts............................................. 45
Exhibit 11.1 - Computation of Earnings per Common Share..................................... 70
</TABLE>
22
<PAGE> 23
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders
Logic Devices Incorporated
We have audited the consolidated financial statements of Logic Devices
Incorporated and subsidiary as listed in the accompanying index. In connection
with our audit of the consolidated financial statements, we also have audited
the consolidated financial statement schedules as listed in the accompanying
index. These consolidated financial statements and consolidated financial
statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and consolidated financial statement schedules based on our audits.
The consolidated financial statements of Logic Devices Incorporated and
subsidiary as of December 31, 1997 and 1996 and for each of the years then
ended, were audited by Meredith, Cardozo, Lanz & Chiu LLP, whose practice has
been combined with our Firm and whose report dated March 2, 1998 expressed an
unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform our audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the 1998 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Logic Devices Incorporated and subsidiary as of September 30, 1998, and the
results of their operations and their consolidated cash flows for the nine
months ended September 30, 1998, in conformity with generally accepted
accounting principles. Also in our opinion, the related consolidated financial
statement schedules, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly, in all material respects,
the information set forth therein.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 of
Notes to Consolidated Financial Statements, the Company's recurring losses and
accumulated deficit raise substantial doubt about the entity's ability to
continue as a going concern. Management's plans in regards to this matter are
also described in Note 1. The consolidated financial statements do not include
any adjustments relating to the recoverability and classification of reported
asset amounts or the amount and classification of liabilities that might result
from the outcome of this uncertainty.
San Jose, California
January 8, 1999
23
<PAGE> 24
LOGIC DEVICES INCORPORATED
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS (Note 6)
CURRENT
Cash and cash equivalents $ 142,900 $ 87,900
Accounts receivable, net of allowance for doubtful
accounts of $169,500 in 1998 and 1997 (Notes 11 and 12) 4,553,400 6,781,800
Inventories (Notes 1, 2, 3 and 12) 12,535,600 12,399,100
Prepaid expenses and other assets 372,100 412,000
Income taxes receivable (Note 7) 90,000 522,000
Deferred income taxes (Note 7) -- 621,900
- ---------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS
17,694,000 20,824,700
PROPERTY AND EQUIPMENT, net (Note 4) 4,935,500 5,110,000
OTHER ASSETS (Note 8) 969,400 1,558,300
- ---------------------------------------------------------------------------------------------------
$ 23,598,900 $ 27,493,000
===================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
24
<PAGE> 25
LOGIC DEVICES INCORPORATED
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Bank borrowings (Notes 6 and 12) $ 5,350,000 $ 3,525,000
Accounts payable 1,585,400 1,011,400
Accrued expenses (Note 2) 565,700 446,300
Current portion of capital lease obligations (Note 9) 562,400 658,500
- -----------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 8,063,500 5,641,200
Capital lease obligations, less current portion (Note 9) 392,100 705,300
Deferred income taxes (Note 7) -- 419,500
- -----------------------------------------------------------------------------------------------------
TOTAL LIABILITIES
8,455,600 6,766,000
- -----------------------------------------------------------------------------------------------------
Commitments and Contingencies (Notes 8 and 9)
STOCKHOLDERS' EQUITY (Notes 5 and 10)
Preferred Stock, no par value; 1,000,000 shares
authorized; 5,000 designated as Series A and 70,000
designated as Series B Junior Participating; 0 shares
issued and outstanding -- --
Common Stock, no par value; 10,000,000 shares authorized;
6,632,338 and 6,121,750 shares issued and outstanding,
respectively 18,091,900 17,341,900
Common stock subscribed (307,500) (307,500)
(Accumulated deficit) retained earnings (2,641,100) 3,692,600
- -----------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 15,143,300 20,727,000
- -----------------------------------------------------------------------------------------------------
$ 23,598,900 $ 27,493,000
=====================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
25
<PAGE> 26
LOGIC DEVICES INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
NINE MONTHS ENDED Years Ended
----------------- -------------------------------
SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
1998 1997 1996
(NOTES 1 AND 14)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET REVENUES (Note 11) $ 9,562,700 $ 12,518,500 $ 12,524,900
COST OF REVENUES (Notes 1, 2 and 8) 7,252,100 7,933,100 7,008,900
INVENTORY WRITE-DOWN (Note 2) 4,172,400 -- --
- ---------------------------------------------------------------------------------------------------------
GROSS MARGIN (1,861,800) 4,585,400 5,516,000
- ---------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Research and development 959,500 1,405,600 1,450,100
Selling, general and administrative 3,154,700 3,507,500 3,827,000
- ---------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 4,114,200 4,913,100 5,277,100
- ---------------------------------------------------------------------------------------------------------
(LOSS) INCOME FROM OPERATIONS (5,976,000) (327,700) 238,900
OTHER (INCOME) EXPENSE:
Interest expense 434,400 439,700 94,500
Interest income (100) (4,900) (72,200)
Interest income on shareholder notes (Note 5) (50,700) -- --
Other 18,800 (12,200) 14,300
- ---------------------------------------------------------------------------------------------------------
TOTAL OTHER EXPENSE 402,400 422,600 36,600
- ---------------------------------------------------------------------------------------------------------
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES (6,378,400) (750,300) 202,300
- ---------------------------------------------------------------------------------------------------------
(BENEFIT) PROVISION FOR INCOME TAXES (Note 7) (44,700) (351,700) 80,000
- ---------------------------------------------------------------------------------------------------------
NET (LOSS) INCOME $ (6,333,700) $ (398,600) $ 122,300
=========================================================================================================
BASIC (LOSS) EARNINGS PER SHARE $ (1.03) $ (0.07) $ 0.02
=========================================================================================================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 6,178,458 6,121,750 6,041,483
=========================================================================================================
DILUTED (LOSS) EARNINGS PER COMMON SHARE $ (1.03) $ (0.06) $ 0.02
=========================================================================================================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 6,178,458 6,171,959 6,041,483
=========================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
26
<PAGE> 27
LOGIC DEVICES INCORPORATED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Retained
Common Stock Common Earnings
------------------------------- Stock (Accumulated)
Shares Amount Subscribed (Deficit) Total
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCES, December 31, 1995 5,916,705 $ 16,741,900 $ -- $ 3,968,900 $ 20,710,800
Proceeds from exercise of
stock options 10,000 33,600 -- -- 33,600
Conversion of stock warrants
(Note 5) 195,045 566,400 (307,500) -- 258,900
Net income -- -- -- 122,300 122,300
- -----------------------------------------------------------------------------------------------------------------------------
BALANCES, December 31, 1996 6,121,750 17,341,900 (307,500) 4,091,200 21,125,600
Net loss -- -- -- (398,600) (398,600)
- -----------------------------------------------------------------------------------------------------------------------------
BALANCES, December 31, 1997 6,121,750 17,341,900 (307,500) 3,692,600 20,727,000
Sale of common stock
(Note 5) 510,638 750,000 -- -- 750,000
Net loss -- -- -- (6,333,700) (6,333,700)
- -----------------------------------------------------------------------------------------------------------------------------
BALANCES, September 30, 1998 6,632,388 $ 18,091,900 $ (307,500) $ (2,641,100) $ 15,143,300
=============================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
27
<PAGE> 28
LOGIC DEVICES INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine months ended Years Ended
----------------- ------------------------------
SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
1998 1997 1996
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $(6,333,700) $ (398,600) $ 122,300
Adjustments to reconcile net (loss) income
to net cash (used in) provided by
operating activities:
Depreciation and amortization 1,494,100 1,438,400 1,210,400
Gain on sale of capital equipment (2,500)
Allowance for doubtful accounts -- (234,200) 284,200
Deferred income taxes 202,400 299,000 (21,700)
Inventory write-down 4,172,400 -- --
Changes in assets and liabilities:
Accounts receivable 2,228,400 (2,179,300) 1,191,500
Inventories (4,608,900) 1,529,800 (5,632,900)
Prepaid expenses and other assets 39,900 (281,400) 57,700
Income taxes receivable 432,000 267,800 (789,800)
Accounts payable 574,000 (63,200) 83,600
Accrued expenses 119,400 (85,500) (566,000)
- ------------------------------------------------------------------------------------------------------------
NET CASH (USED IN) PROVIDED BY OPERATING
ACTIVITIES (1,682,500) 292,800 (4,060,700)
- ------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (924,800) (1,522,700) (1,344,400)
Proceeds from sale of capital equipment 2,500 -- --
Other assets 628,800 (217,400) (173,100)
- ------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (293,500) (1,740,100) (1,517,500)
- ------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock (Note 5) 750,000 -- 292,500
Proceeds from bank borrowings 2,325,000 2,325,000 2,000,000
Repayments of bank borrowings (500,000) (800,000) --
Payments of capital lease obligations (544,000) (660,700) (421,900)
- ------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,031,000 864,300 1,870,600
- ------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 55,000 (583,000) (3,707,600)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 87,900 670,900 4,378,500
- ------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 142,900 $ 87,900 $ 670,900
============================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
28
<PAGE> 29
LOGIC DEVICES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF ACCOUNTING POLICIES
The Company
Logic Devices Incorporated (the Company) develops and markets high-performance
digital complementary metal oxide silicon (CMOS) integrated circuits for
applications that require high-operating speeds and low-operating power.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary. All significant intercompany accounts
and transactions have been eliminated.
Basis of Presentation
The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. As shown in the consolidated
financial statements, the Company has an accumulated deficit of approximately
$2,641,100 as of September 30, 1998, has incurred losses of $6,333,700 and
$398,600, for the nine months ended September 30, 1998 and for the year ended
December 31, 1997, respectively. In addition, the Company is not in compliance
with certain of its line of credit covenants (Note 6) at September 30, 1998 and
has not received a bank waiver.
These conditions give rise to substantial doubt about the Company's ability to
continue as a going concern. The consolidated financial statements do not
include adjustments relating to the recoverability and classification of
liabilities that might be necessary should the Company be unable to continue
as a going concern. The Company's continuation as a going concern is dependent
upon its ability to generate sufficient cash flow to meet its obligations on a
timely basis, to comply with the terms of its financing agreement, to obtain
additional financing or refinancing as may be required, and ultimately to
attain profitability. The Company is actively marketing its existing and new
products and restructuring to enable it to better market its remaining product
lines, which it believes will ultimately lead to profitable operations.
Change in Fiscal Year
In 1998, the Company changed its reporting period from a calendar year ending
December 31 to a fiscal year ending September 30 (Note 14).
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
29
<PAGE> 30
LOGIC DEVICES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cash Equivalents
For purpose of the statements of cash flows, the Company considers all highly
liquid investments with original maturities of three months or less to be cash
equivalents.
Inventories
Inventories are stated at the lower of cost (first-in, first-out method) or net
realizable value (Notes 2, 3 and 12).
Property and Equipment
Property and equipment are stated at cost. Depreciation on equipment is
calculated on the straight-line method over the estimated useful lives of the
assets, generally three to seven years. Leasehold improvements and assets held
under capital leases are amortized on a straight-line basis over the shorter of
the lease terms or the estimated useful lives of the assets. Certain tooling
costs are capitalized by the Company and are amortized on a straight-line basis
over the shorter of the related product life cycle or five years.
Cost in Excess of Fair Value of Net Assets Acquired
The Company amortizes costs in excess of the fair value of net assets acquired
on a straight-line basis, over seven years. Included in other assets are
$309,400 of certain intellectual and intangible assets related to the 1995
acquisition of STAR Semiconductor Corporation, with related accumulated
amortization of $104,600 and $84,000 in 1998 and 1997, respectively.
Capitalized Software Costs
Internal test computer software development costs incurred subsequent to the
determination of its technical feasibility are capitalized and amortized on a
straight-line basis over the shorter of the related expected product life cycle
or five years. As of September 30, 1998 and December 31, 1997, such costs
aggregated $2,342,500 and $2,202,000, respectively, and are included in other
assets in the consolidated financial statements net of accumulated amortization
of $1,922,900 and $1,812,300, respectively.
Revenue Recognition
Revenue is generally recognized upon shipment of product. Sales to distributors
are made pursuant to agreements that provide the distributors certain rights of
return and price protection on unsold merchandise. Revenues from such sales are
recognized upon shipment, with a provision for estimated returns and allowances
recorded at that time.
Advertising Costs
The cost of advertising is expensed as incurred. Advertising costs were not
significant in 1998, 1997 and 1996.
Income Taxes
30
<PAGE> 31
LOGIC DEVICES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. Under SFAS No.
109, deferred tax liabilities or assets at the end of each period are determined
using the tax rate expected to be in effect when taxes are actually paid or
recovered. Deferred income taxes as of December 31, 1997, primarily result from
certain expenses that are not currently deductible for tax purposes. In 1998, as
a result of recurring losses from operations, the Company full reserved its net
deferred tax assets.
Earnings Per Common Share
In February 1997, the Financial Accounting Standards Board (FASB) issued SFAS
No. 128, Earnings Per Share, which was effective December 28, 1997. Conforming
to SFAS No. 128, the Company changed its method of computing earnings per share
and restated all prior periods included in the consolidated financial
statements. Under SFAS No. 128, the dilutive effect of stock options is excluded
from the calculation of basic earnings per share. The impact of SFAS No. 128 was
not significant for the prior years' reports.
Fair Value of Financial Instruments
In estimating its fair value disclosures for financial instruments, the Company
used the following methods and assumptions:
Cash and Cash Equivalents
The carrying amount reported in the consolidated balance sheet for cash and cash
equivalents approximates fair value.
Short-term Debt
The fair value of short-term debt approximates cost because of the short period
of time to maturity.
Long-term Debt
The fair value of long-term debt is estimated based on current interest rates
available to the Company for debt instruments with similar terms and remaining
maturities.
As of September 30, 1998 and December 31, 1997, the fair values of the Company's
financial instruments approximate their historical carrying amounts.
Long-Lived Assets
The Company periodically reviews its long-lived assets and certain identifiable
intangibles for impairment. When events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable, the Company writes
the asset down to its net realizable value. In 1998, the Company reviewed
certain long-term prepaid expenses and other assets, and determined that their
value had been impaired as a result of outside industry factors. Accordingly, in
1998 the Company took a charge to earnings, included in cost of sales, for
$693,600.
31
<PAGE> 32
LOGIC DEVICES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Reclassifications
Certain 1997 and 1996 amounts in the consolidated financial statements and notes
thereto have been reclassified to conform to the 1998 presentation.
2. BUSINESS LINE RESTRUCTURING
In September 1998, in connection with management's plan (the Plan) to pursue a
proprietary product strategy in the High Definition Television (HDTV) market,
reduce costs and improve operating efficiencies, the Company recorded a
write-down of inventory for $4,172,400, and accrued severance costs of $123,700,
which are included in cost of sales in the consolidated financial statements.
The principal actions in the Plan involve the shift of the Company's product
lines from "plug-compatible" integrated circuits to HDTV, the changing from an
indirect (distributor channel) sales force to a direct marketing sales force,
and consolidation of support infrastructure.
3. INVENTORIES
A summary of inventories at September 30, 1998 and December 31, 1997 follows:
<TABLE>
<CAPTION>
September 30 and December 31, 1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
Raw materials $ 2,599,900 $ 2,824,400
Work-in-process 5,373,600 6,468,900
Finished goods 4,562,100 3,105,800
- --------------------------------------------------------------------------------
$12,535,600 $12,399,100
================================================================================
</TABLE>
Based on 1998's sales levels and inventories on hand, the Company has
approximately twelve (12) months of sales in inventory (Note 12).
4. PROPERTY AND EQUIPMENT
A summary of property and equipment as of September 30, 1998 and December 31,
1997 follows:
<TABLE>
<CAPTION>
September 30 and December 31, 1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
Equipment $ 9,851,300 $ 9,302,800
Tooling costs 6,116,000 5,518,500
Leasehold improvements 225,200 225,200
- --------------------------------------------------------------------------------
16,192,500 15,046,500
Less accumulated depreciation and
amortization 11,257,000 9,936,500
- --------------------------------------------------------------------------------
$ 4,935,500 $ 5,110,000
================================================================================
</TABLE>
Equipment under capital lease obligations aggregated $2,003,200 and $2,679,100
in 1998 and 1997, with related accumulated amortization of $986,737 and
$950,700, respectively.
32
<PAGE> 33
LOGIC DEVICES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. RELATED PARTY TRANSACTIONS
During 1998, the Company sold a total of 510,638 shares of common stock to the
President of the Company and a partnership consisting of trusts, the
beneficiaries of which are family members of one of the Company's directors, but
not the director himself, for an aggregate price of $750,000.
In 1995, the Company granted 220,000 warrants to three non-employee directors to
purchase the Company's common stock. These warrants are exercisable at $2.5625
per share and expire February 15, 2000. In 1996, 120,000 of these warrants were
exercised via the issuance of two promissory notes originally maturing July 24,
1998, and bearing interest at a reference rate plus 2%. There was no warrant
activity during 1998 or 1997.
As of September 30, 1998, these notes were renegotiated to mature on the earlier
of July 24, 1999 or upon sale of the shares purchased with the notes. The
renegotiated agreement calls for the sale of these shares to occur if the market
value of the stock equals or exceeds $3.25 per share. Accrued interest on these
notes aggregated approximately $50,700 as of September 30, 1998. These notes are
included in common stock subscribed in the accompanying consolidated financial
statements.
6. BANK BORROWINGS
The Company has a $6,000,000 revolving line of credit with a bank, which expires
on May 31, 1999, bears interest at the bank's prime rate (8.5% at September 30,
1998) plus 1.0%, and is secured by the assets of the Company. The line of credit
requires the Company to maintain a minimum tangible net worth, a maximum ratio
of debt to tangible net worth, a minimum current ratio, a minimum quick ratio
and profitability over a specified interval of time.
As of September 30, 1998, the Company was not in compliance with certain
covenants under the bank borrowings. The Company is in the process of obtaining
a bank waiver and renegotiating the terms of its line of credit, however, the
results of such efforts are not determinable as of the date of this report (Note
12). Management of the Company feels that they will ultimately be successful in
renegotiating/obtaining a line of credit under favorable terms, however, the
outcome of such efforts is uncertain at this time.
7. PROVISIONS FOR INCOME TAXES
The provision for income taxes for the nine months ended September 30, 1998 and
the years ended December 31, 1997 and 1996 comprise:
Current Deferred Total
- -------------------------------------------------------------------------------
1998
- -------------------------------------------------------------------------------
Provision (benefit)
Federal $(240,900) $ 91,600 $(149,300)
State (6,200) 110,800 104,600
- -------------------------------------------------------------------------------
$(247,100) $ 202,400 $ (44,700)
===============================================================================
33
<PAGE> 34
LOGIC DEVICES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
1997 Current Deferred Total
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Federal $(650,700) $ 317,400 $(333,300)
State -- (18,400) (18,400)
- -------------------------------------------------------------------------------
$(650,700) $ 299,000 $(351,700)
===============================================================================
1996
- -------------------------------------------------------------------------------
Federal $ 86,200 $ (18,400) $ 67,800
State 15,500 (3,300) 12,200
- -------------------------------------------------------------------------------
$ 101,700 $ (21,700) $ 80,000
===============================================================================
</TABLE>
Deferred income taxes (benefits) expenses result from timing differences in the
recognition of certain expenses and income items for tax and financial reporting
purposes as follows:
<TABLE>
<CAPTION>
1998 1997 1996
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Distributor sales $ 177,300 $ (160,100) $ (40,100)
Capitalized inventory 44,200 146,400 (81,700)
Reserves not currently
Deductible (87,300) 160,200 (120,800)
Depreciation (417,900) 108,400 264,400
Capitalized software 48,900 44,100 (43,500)
Loss carryforward (2,070,700) -- --
Valuation allowance 2,507,900 -- --
- -------------------------------------------------------------------------------
$ 202,400 $ 299,000 $ (21,700)
===============================================================================
</TABLE>
34
<PAGE> 35
LOGIC DEVICES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following summarizes the difference between the income tax (benefit) expense
and the amount computed by applying the Federal income tax rate of 34% in 1998,
1997 and 1996 to income before income taxes:
<TABLE>
<CAPTION>
1998 1997 1996
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Federal income tax
At statutory rate $(2,168,600) $ (255,100) $ 68,800
Utilization of tax credits -- (81,300) (13,200)
State income taxes,
Net of federal tax benefit (389,000) (45,800) 12,400
Other, net 5,000 30,500 12,000
Valuation allowance 2,507,900 -- --
- ------------------------------------------------------------------------------------
$ (44,700) $ (351,700) $ 80,000
====================================================================================
</TABLE>
Deferred tax assets comprise the following:
<TABLE>
<CAPTION>
September 30 and December 31, 1998 1997
- -------------------------------------------------------------------------------
<S> <C> <C>
Distributor sales $ 63,200 $ 240,500
Capitalized inventory costs 303,800 348,000
Reserves not currently deductible 355,800 268,500
Depreciation (178,000) (595,900)
Capitalized software costs (107,600) (58,700)
Loss carryforward 2,070,700 --
- -------------------------------------------------------------------------------
2,507,900 202,400
Valuation allowance (2,507,900) --
- -------------------------------------------------------------------------------
Net deferred tax asset $ -- $ 202,400
===============================================================================
</TABLE>
At September 30, 1998, the Company has a net operating loss carryforward
available for tax of $5,417,000 expiring in 2018.
8. PRODUCT DEVELOPMENT AND FOUNDRY AGREEMENTS
In December 1995, the Company entered into a foundry capacity agreement (the
Agreement) with Zentrum Mikroelecktronik Dresden (ZMD), a German limited
liability company, to secure a long-term volume source of wafer production.
Under the terms of the Agreement, the Company secured a non-cancelable purchase
commitment for one year's production capacity of certain of its products with
ZMD, at predetermined prices. The Agreement required a $792,000 prepayment for
the year's purchases, and is renewable upon satisfaction of various provisions.
In 1998, the Company extended its foundry capacity agreement with ZMD through
March 1999. In September 30, 1998, the Company took a charge to earnings (Note
2) of $315,600 for the amount of the ZMD prepayment that would not be realized
as a result of the Company's restructuring. As of September 30, 1998, the
balance of this prepayment totaled approximately $291,400, which is included in
Other Assets on the Consolidated Balance Sheet.
35
<PAGE> 36
LOGIC DEVICES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. COMMITMENTS
The Company leases its facilities and certain equipment under operating leases.
The facility leases require the Company to pay certain maintenance and operating
expenses, such as taxes, insurance and utilities. Rent expense related to these
operating leases was $1,049,500, $1,163,100 and $1,174,400, for the nine months
ended September 30, 1998, and for the years ended December 31, 1997 and 1996,
respectively.
A summary of the future minimum lease payments under capitalized leases together
with the present value of such minimum lease payments and future minimum
payments required under non-cancelable operating leases with terms in excess of
one year follows:
<TABLE>
<CAPTION>
Capitalized Operating
Years ended September 30, Leases Leases
- --------------------------------------------------------------------------------
<S> <C> <C>
1999 $ 620,700 $1,064,600
2000 242,400 510,300
2001 130,900 346,800
2002 48,800 343,300
Thereafter 12,500 85,900
- --------------------------------------------------------------------------------
Future minimum lease payments 1,055,300 $2,350,900
==========
Less amount representing interest
(9.5% to 15.8%) 100,800
----------
Present value of future minimum lease
payments 954,500
----------
Less current portion 562,400
----------
$ 392,100
==========
</TABLE>
10. STOCKHOLDERS' EQUITY
Stock Purchase Warrants
As of September 30, 1998, the Company had 100,000 common stock warrants issued
and outstanding for non-employee Board of Director compensation. These warrants
have an exercise price of $2.56250 and expire on February 15, 2000.
36
<PAGE> 37
LOGIC DEVICES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock Option Plan
SFAS No. 123, Accounting for Stock-Based Compensation, requires the Company to
provide pro forma information regarding net (loss) income and (loss) earnings
per share as if compensation cost for the Company's stock option plans had been
determined in accordance with the fair value based method prescribed in SFAS No.
123. The Company estimates the fair value of stock options at the grant date by
using the Black-Scholes option pricing-model with the following weighted average
assumptions used for grants in 1998, 1997 and 1996, respectively: dividend yield
of 0; expected volatility of 111, 139 and 112 percent; risk-free interest rates
of 4.4, 8.5 and 6.6 percent; and expected lives of four years for all plan
options.
Under the accounting provisions of SFAS No. 123, the Company's net (loss) income
and (loss) earnings per share would have been reduced to the pro forma amounts
indicated below:
<TABLE>
<CAPTION>
1998 1997 1996
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net (loss) income:
As reported $(6,333,700) $ (398,600) $ 122,300
=========== =========== ===========
Pro forma $(6,639,900) $ (507,000) $ 39,200
=========== =========== ===========
Basic (loss) earnings per share:
As reported $ (1.03) $ (0.07) $ 0.02
=========== =========== ===========
Pro forma $ (1.07) $ (0.08) $ 0.01
=========== =========== ===========
Diluted (loss) earnings per share:
As reported $ (1.03) $ (0.06) $ 0.02
=========== =========== ===========
Pro forma $ (1.07) $ (0.08) $ 0.01
=========== =========== ===========
</TABLE>
A summary of the status of the Company's stock option plan as of September 30,
1998 and December 31, 1997 and 1996, and changes during the nine months and
years ended on those dates is presented in the following table:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
Options Outstanding
----------------------------------------------------------------------------
September 30, 1998 December 31, 1997 December 31, 1996
Wtd. Avg. Wtd. Avg. Wtd. Avg.
Shares Ex. Price Shares Ex. Price Shares Ex. Price
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Beginning 261,000 $ 3.402 94,000 $ 7.963 97,500 $ 7.270
Granted 629,000 $ 2.934 203,000 $ 2.125 10,000 $ 6.000
Exercised -- $ -- -- $ -- (10,000) $ 1.625
Forfeited (72,000) $ 3.706 (36,000) $ 8.000 (3,500) $ 8.000
-------- -------- --------
Ending 818,000 $ 3.015 261,000 $ 3.402 94,000 $ 7.963
======== ======== ======== ======== ======== ========
</TABLE>
37
<PAGE> 38
LOGIC DEVICES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Exercisable
at year-end 175,400 104,700 43,000
======== ======== ========
Weighted-average fair value
of options granted during
the period:
$ 2.934 $ 2.125 $ 6.000
======== ======== ========
</TABLE>
The following table summarizes information about stock options outstanding at
September 30, 1998:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
- --------------------------------------------------------------------------------------------
Wtd. Avg.
Range of Number Remaining Wtd. Avg. Number Wtd. Avg.
Exercise Outstanding Contractual Exercise Exercisable Exercise
Prices at 09/30/98 Life Price at 09/30/98 Price
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$2.000-4.000 775,000 9.5 years $ 2.748 142,600 $ 2.497
$4.001-6.000 2,000 1.6 years $ 4.250 2,000 $ 4.250
$6.001-8.000 41,000 7.3 years $ 8.000 30,800 $ 8.000
--------- ---------
818,000 $ 3.015 175,400 $ 3.482
========= ========= ========= =========
</TABLE>
11. MAJOR CUSTOMERS, SUPPLIERS AND EXPORT SALES
Major Customers
For the nine months ended September 30, 1998, 3 customers accounted for
approximately 27%, 12%, and 12%, respectively, of net revenues, with accounts
receivable of $434,600; $51,300, and $55,700 at September 30, 1998,
respectively. In 1997 and 1996, two customers accounted for approximately 16%
and 12%; 10% and 10%, respectively, of net revenues.
Export Sales
The Company had the following export sales:
<TABLE>
<CAPTION>
1998 1997 1996
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Western Europe $3,542,200 $3,077,000 $2,341,300
Far East 734,700 717,000 904,000
Other 226,800 80,300 99,600
- --------------------------------------------------------------------------------
$4,503,700 $3,874,300 $3,344,900
================================================================================
</TABLE>
12. USE OF ESTIMATES AND CONCENTRATION OF CREDIT RISKS
The Company's consolidated financial statements are prepared in accordance with
generally accepted accounting principles, which require the use of management
estimates. These estimates are impacted, in part, by the following risks and
uncertainties:
38
<PAGE> 39
LOGIC DEVICES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial instruments, which potentially subject the Company to concentration of
credit risk, consist principally of cash and cash equivalents and trade
receivables. The Company places its cash and cash equivalents with high quality
financial institutions and, by policy, limits the amounts of credit exposure to
any one financial institution.
A significant portion of the Company's accounts receivable have historically
been derived from one major class of customer (distributors) with the remainder
spread across many other customers in various electronic industries. The Company
believes any risk of accounting loss is significantly reduced due to (1)
provision being made at the date of the sale for returns and allowances, and (2)
the diversity of its products, end-customers and geographic sales areas. The
Company performs credit evaluations of its customers' financial condition
whenever necessary. The Company generally does not require cash collateral or
other security to support customer receivables.
The Company produces inventory based on orders received and forecasted demand.
The Company must order wafers and build inventory well in advance of product
shipments. Because the Company's markets are volatile and subject to rapid
technology and price changes, there is a risk that the Company will forecast
incorrectly and produce excess or insufficient inventories of particular
products. This inventory risk is heightened because many of the Company's
customers place orders with short lead times. Demand will differ from forecasts
and such differences may have a material effect on actual operations.
As of September 30, 1998, the Company is not in compliance with certain of its
bank covenants and had not obtained a bank waiver. Borrowing under the bank line
of credit is secured by substantially all of the Company's assets, and the bank
line has historically been a source of cash to fund the Company's operations.
Though management of the Company feels that it will ultimately be able to
renegotiate or secure a line of credit favorable to the Company, the outcome of
such efforts is uncertain at this time, and the bank has the right to accelerate
repayment of the line of credit, and/or cease extending credit.
13. STATEMENTS OF CASH FLOWS
The Company paid $402,400, $411,700 and $94,500 for interest in the nine months
ended September 30, 1998 and the years ended December 31, 1997 and 1996,
respectively, and $1,794,300 in income taxes in 1996. The Company did not make
any income tax payments during 1998 and 1997.
Noncash investing and financing activities for the nine months ended September
30, 1998 and the years ended December 31, 1997 and 1996 consisted of the
acquisition of $134,700, $675,800 and $1,429,000, respectively, of equipment
under capital leases.
39
<PAGE> 40
LOGIC DEVICES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. TRANSITION PERIOD REPORTING
The following table of selected consolidated financial data below provides a
nine month comparison of the results of operations through September 30 for 1998
and 1997 (the transition period). The 1997 transition period figures are
unaudited, however, management believes that all necessary adjustments have been
made to make the periods comparable. Unaudited pro forma condensed consolidated
results of operations for the comparable 1998 and 1997 periods are as follows:
<TABLE>
<CAPTION>
Nine Months ended September 30, 1998 1997
- -------------------------------------------------------------------------------
<S> <C> <C>
Net revenues $ 9,562,700 $ 9,006,400
Gross margin (Note 2) (1,861,800) 3,276,400
Income tax (benefit) 44,700 (266,700)
Net loss $(6,333,700) $ (484,400)
===============================================================================
Basic loss per share $ 1.03 $ 0.06
===============================================================================
</TABLE>
40
<PAGE> 41
QUARTERLY FINANCIAL DATA (UN-AUDITED)
The following is a summary of un-audited results of operations (dollars in
thousands, except per share data) for the years ended September 30, 1998 and
December 31, 1997.
<TABLE>
<CAPTION>
Quarter ended
------------------------------------------------------------------
3/31/98 6/30/98 9/30/98 12/31/98 Total
------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C>
Net revenues $ 3,245 $ 3,299 $ 3,019 $ N/A $ 9,563
Gross margin $ 1,375 1,574 (4,811) N/A (1,862)
(Loss) income from
operations $ 115 164 (6,255) N/A (5,976)
(Loss) income before
income taxes $ 5 0 (6,383) N/A (6,378)
Net (loss) income $ 4 0 (6,338) N/A (6,334)
Basic loss per share $ 0.00 0.00 (1.03) N/A (1.03)
Weighted average
Common shares 6,122 6,122 6,178 N/A 6,178
</TABLE>
<TABLE>
<CAPTION>
Quarter ended
------------------------------------------------------------------
3/31/97 6/30/97 9/30/97 12/31/97 Total
------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C>
Net revenues $ 2,803 $ 3,022 $ 3,182 $ 3,511 $12,518
Gross margin $ 1,042 988 1,247 1,308 4,585
(Loss) income from
operations $ (307) (242) 65 156 (328)
(Loss) income before
income taxes $ (349) (328) 4 (77) (750)
Net (loss) income $ (211) (198) 3 8 (399)
Basic loss per share $ (0.03) (0.03) -- -- (0.07)
Weighted average
Common shares 6,122 6,122 6,122 6,122 6,122
</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
41
<PAGE> 42
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS
The following is a list of the directors and executive officers of the Company
as of September 30, 1998, all of whom are elected annually:
<TABLE>
<CAPTION>
Positions Held
Name Age with the Company
---- --- ----------------
<S> <C> <C>
William J. Volz 50 President
Director
Mary C. deRegt 28 Chief Financial Officer
Secretary
William Jackson 50 Chief Operating Officer
Michael S. Andrews 36 Chief Technical Officer
Howard L. Farkas 74 Chairman of the Board
Burton W. Kanter 68 Director
Albert Morrison, Jr. 61 Director
Bruce B. Lusignan 62 Director
</TABLE>
Mr. Volz is a founder of the Company. He has served as a director since
its inception and has been the President of the Company since December 1987. Mr.
Volz served as the Company's Vice President of Engineering from 1983 to 1987. He
was previously employed by Texas Instruments, Inc., Mostek Corporation, and
E-Systems, Inc.
Ms. deRegt joined the Company in 1997 as Controller and became Chief
Financial Officer on March 23, 1998. Ms. deRegt is a Certified Public
Accountant, with 3 years public accounting experience and 4 years industry
experience. Prior to joining the Company, she was employed with Meredith,
Cardozo, Lanz & Chiu CPA's. She graduated from Loyola Marymount University with
a Bachelor of Science degree in Accounting in May 1992.
Mr. Jackson joined the Company in 1990. Before joining the Company, Mr.
Jackson held various engineering and management positions at Advanced Micro
Devices ("AMD") and Monolithic Memories Inc. ("MMI"). Prior to AMD and MMI, he
was employed by Raytheon Corporation, Litronix Corporation, and Western
Electric. Mr. Jackson was appointed Chief Operating Officer in 1998.
Mr. Andrews joined the Company in 1996 and was appointed Chief Technical
Officer in 1997. He has earned a B.S. in Computer Engineering from Florida
Institute of Technology in 1986, a M.S. in Electrical Engineering from the
University of Texas at Dallas in 1989, and a Ph.D. in Electrical Engineering
from the University of Texas at Dallas in 1998. He is an adjunct professor with
San Diego State University where he has taught courses in digital signal
processing and video processing. Before joining the Company, Mr. Andrews held a
field technical and sales management position with Star
42
<PAGE> 43
Semiconductor Corporation from 1991 to 1994. In 1994, he joined Texas
Instruments, Inc. as a Member of Technical Staff until April, 1996 when he
became employed by the Company in the position of Senior Member of Technical
Staff. During his time with Texas Instruments, Inc. he served on various
Telecommunications Industry Association (TIA) directed technical committees
developing 2nd and 3rd generation digital cellular systems.
Mr. Farkas is Chairman of the Board of the Company and has been a
director since 1983. Mr. Farkas has been part owner of and a broker with Farkas
Group, Inc., a commercial real estate company, since 1981. He has been a
business advisor to Mr. S. A. Hellerstein, trustee of the Farkas Trusts, and Mr.
Hellerstein's predecessor since 1964. He serves as a director of Synthetech,
Inc., Power Cell, Inc. and Acquisition Industries, Inc. Mr. Farkas is vice
president of G.A.S. Corp., a privately held corporation which serves as the
corporate general partner of Gas Acquisition Services Limited Partnership.
Mr. Kanter has served as a director of the Company since 1983. He is "of
counsel" to the law firm of Neal Gerber & Eisenberg in Chicago. He serves as a
director of numerous companies, including the following public companies: Walnut
Financial Services, Inc., First Health Group Corp. and Scientific Measurement
Systems, Inc. He also is a member of the Board of Directors or the Board of
Trustees of the Midwest Film Center of the Chicago Art Institute, the Chicago
International Film Festival and the Museum of Contemporary Art of Chicago. He is
also on the advisory board of the Wharton School of the University of
Pennsylvania Real Estate Center and the University of Chicago Annual Tax
Conference.
Mr. Morrison has served as a director since 1983 and has been President
of Morrison, Brown, Argiz & Company, P.C., a certified public accounting firm in
Miami, Florida, since 1969. Mr. Morrison is Vice Chairman of the Dade County
Industrial Development Authority, Treasurer of the Board of Trustees of Florida
International University and a member of the Board of Directors of Chicago
Holdings, Inc., Heico Corporation, Walnut Financial Services, Inc. and a Trustee
of the Greater Miami Chamber of Commerce.
Dr. Lusignan was elected to the Board of Directors in 1996. Dr. Lusignan
is Director of the Communications Satellite Planning Center, a research
laboratory of Stanford University's Electrical Engineering Department. Dr.
Lusignan is Vice President of Engineering for Primary Communication, Inc., a
small telecommunications consulting firm and does consulting work for Becker,
Gurman, Lucas, Meyers and O'Brien (regulatory law), Mendes and Mount (satellite
insurance), the Intergovernmental Bureau of Informatics, Cairo University, King
Saud University, E.F. Johnson Corporation, and the U.S. Congress Office of
Technology Assessment.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has an Audit Committee and a Compensation Committee.
Currently, the members of the Audit Committee are Howard L. Farkas, Burton W.
Kanter and Albert Morrison, Jr., and the members of the Compensation Committee
are Howard L. Farkas, William J. Volz and Burton W. Kanter.
The functions of the Audit Committee include reviewing the independence
of the Company's independent auditors, recommending to the Board the engagement
and discharge of independent auditors, reviewing with the independent auditors
the plan and results of auditing engagements, reviewing the scope and adequacy
of internal accounting controls and directing and supervising special
investigations. The Audit Committee held one meeting during 1998.
The functions of the Compensation Committee include reviewing and making
recommendations to the Board with respect to the compensation of officers and
other employees of the Company and establishing employee benefit programs. The
Compensation Committee held three meetings during 1998.
43
<PAGE> 44
The Board held four meetings during 1998. All members of the Board
attended each meeting during the year.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Based solely upon a review of Form 3 and 4 and amendments thereto
furnished to the Company pursuant to Rule 16a-3(e) during fiscal 1998, the
Company is not aware of any directors, officer or beneficial owner of more than
10% of the shares of the Company's Common Stock who failed to file on a timely
basis, as disclosed in the above Forms, reports required by Section 16(a) of the
Exchange Act during the most recent fiscal year or prior fiscal year except
Michael S. Andrews did not timely file a Form 3 when he was elected Chief
Technical Officer in March 1997 (he filed the Form 3 in December 1997) and
William J. Volz did not timely file a Form 4 reflecting purchases of the
Company's Common Stock in December 1997 and January 1998 (he filed a Form 4
disclosing such purchases in April 1998).
.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item will be included in the Proxy Statement
and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item will be included in the Proxy Statement
and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item will be included in the Proxy Statement
and is incorporated herein by reference.
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 29 to 40 of this
report; see Index to Consolidated Financial Statements at page 22 of
this report.
(2) Consolidated Financial Statement Schedules appear at page 45 of this
report; see Index to Consolidated Financial Statement Schedules at page
22 of this report.
(3) The Index to Exhibits appears at page 47 of this report.
(b) Reports on Form 8-K: During the last quarter of fiscal 1998, the Company
filed a Form 8-K for the change in fiscal year end from December 31 to September
30, effective September 30, 1998.
44
<PAGE> 45
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
Balance Charged to Balance
at costs Charged to at
beginning and other end of
Description of period expenses accounts Deductions period
- ----------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
1998
Allowance for:
Doubtful accounts $ 169,500 $ -- $ -- $ -- $ 169,500
Inventory reserve $ 500,000 $ 90,000 $ -- $ -- $ 590,000
Sales returns $ 200,500 $ 234,000 $ -- $ 285,400 $ 149,100
1997
Allowance for:
Doubtful accounts $ 403,700 $ 950,000 $ -- $ 715,800 $ 169,500
Inventory reserve $ 575,000 $1,224,000 $ -- $1,299,000 $ 500,000
Sales returns $ 200,500 $ 80,000 $ -- $ 80,000 $ 200,500
1996
Allowance for:
Doubtful accounts $ 119,500 $ 400,000 $ -- $ 115,800 $ 403,700
Inventory reserve $ 575,000 $1,783,900 $ -- $1,783,900 $ 575,000
Sales returns $ 100,500 $ 100,000 $ -- $ -- $ 200,500
</TABLE>
45
<PAGE> 46
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: January 8, 1999 By: /s/ William J. Volz
------------------------------
William J. Volz, President and
Principal Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ William J. Volz President January 8, 1999
- -------------------------------- (Principal Executive Officer)
William J. Volz
/s/ Mary C. deRegt Chief Financial Officer January 8, 1999
- ------------------------------ (Principal Financial
Mary C. deRegt and Accounting Officer)
/s/ Howard L. Farkas Chairman of the Board January 8, 1999
- ------------------------------ of Directors
Howard L. Farkas
/s/ Burton W. Kanter Director January 8, 1999
- ------------------------------
Burton W. Kanter
/s/ Albert Morrison, Jr. Director January 8, 1999
- ------------------------------
Albert Morrison, Jr.
/s/ Bruce B. Lusignan Director January 8, 1999
- ------------------------------
Bruce B. Lusignan
</TABLE>
46
<PAGE> 47
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
3.1 Articles of Incorporation, as amended. [3.1] (1)
3.2 Bylaws, as amended. [3.2] (1)
10.1 Master Agreement dated August 11, 1988 between Registrant, Howard
L. Farkas, Burton W. Kanter, William Volz, Albert Morrison, Jr.,
as trustee of the T.C. Family Trust, Burton W. Kanter, as trustee
of the Logical Trust, L.A. Hellerstein, as trustee, the Farkas
Trusts, and Solomon A. Weisgal as trustee of the Bea Ritch
Trusts, with exhibits. [10.1] (1)
10.2 Logic Devices Incorporated Stock Purchase Plan. [10.2] (1)
10.3 Incentive Stock Agreement dated September 1, 1986 between
Registrant and certain employees and former employees of
Registrant, including William Volz, James McAllister, Todd
Ashford and Jesse Huffman. [10.3] (1)
10.4 Sales Incentive Plan. [10.11] (1)
10.5 Logic Devices Incorporated incentive and non-qualified stock
option plan. [10.26] (2)
10.6 SRAM Development Memorandum of Understanding between the
Registrant and OKI Electric Industry Co., Ltd. dated March 3,
1992. [10.32] (3) (7)
10.7 Form of Warrant to purchase an aggregate of 220,000 shares of
Common Stock. [10.23] (4)
10.8 Form of Registration Agreement regarding the Warrants referenced
in Exhibit 10.14. [10.24] (4)
10.9 Foundry Capacity Agreement between Zentrum Mikroelektronik
Dresden (ZMD) and Logic Devices Incorporated, dated December 14,
1995. [10.27](4) (7)
10.10 Real Estate lease regarding Registrant's Sunnyvale facilities.
[10.1] (5)
10.11 Assignment of Warrant to purchase an aggregate of 100,000 shares
of Common Stock. [10.1] (5)
10.12 Secured Promissory Note between Howard Farkas and Registrant.
[10.4] (5)
10.13 Secured Promissory Note between Albert Morrison, Jr. and
Registrant. [10.5] (5)
10.14 Logic Devices Incorporated 1996 Stock Incentive Plan. [99.1] (8)
10.15 Logic Devices Incorporated 1998 Director Stock Incentive Plan.
[10.1] (9)
10.16 Letter agreement dated January 8, 1999 between Howard L. Farkas
and Registrant.
10.17 Letter agreement dated January 8, 1999 between Albert Morrison,
Jr. and Registrant.
10.18 Stock Purchase Agreement dated as of September 17, 1998 between
William J. Volz, BRT Partnership and Registrant.
10.19 Registration Rights Agreement dated September 30, 1998 between
William J. Volz, BRT Partnership and Registrant.
11.1 Computation of Earnings per Common Share.
23.1 Consent letter of BDO Seidman LLP.
27.1 Financial Data Schedule.
</TABLE>
- ----------
[ ] Exhibits so marked have been previously filed with the Securities and
Exchange Commission ("SEC") as exhibits to the filings shown below
under the exhibit numbers indicated following the respective document
description and are incorporated herein by reference.
(l) Registration Statement on Form S-18, as filed with the SEC on August
23, 1988 [Registration No. 33-23763-LA].
(2) Proxy Statement relating to the Annual Meeting of Shareholders held on
June 12, 1990, as filed with the SEC on May 24, 1990.
(3) Annual Report on Form 10-K for the fiscal year ended December 31,
1992, as filed with the SEC on April 15, 1993.
(4) Annual Report on Form 10-K for the fiscal year ended December 31,
1995, as filed with the SEC on April 12, 1996.
(5) Registration Statement on Form S-3 as filed with the SEC on November
21, 1996 [Registration No. 333-16591].
(6) Quarterly Report on Form 10-Q for the quarter ended September 30,
1996, as filed with the SEC on November 14, 1996.
(7) Confidential treatment requested with respect to certain portions of
such agreements.
(8) Registration Statement on Form S-8, as filed with the SEC on August
17, 1997 [Registration No. 333-32819].
(9) Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, as
filed with the SEC on August 14, 1998.
47
<PAGE> 1
EXHIBIT 10.16
Mr. Howard Farkas
The Farkas Group, Inc.
6601 East Progress Avenue
Englewood, Colorado 80111
Re: Repayment of Loan
Dear Howard:
This letter will memorialize our recent conversations regarding the
repayment of your promissory note in the principal amount of $256,250.00 to
Logic Devices Incorporated (the "Company") which came due July 24, 1998 (the
"Note"). Defined terms used herein will have the meanings ascribed to them in
the Note unless otherwise defined herein. In consideration of the foregoing and
for other good and valuation consideration, the receipt and sufficiency of which
are hereby acknowledged, you and the Company agree as follows:
1. The Maturity Date will be extended to July 24, 1999.
2. Default Interest will continue to accrue on the Note until payment and will
be paid on the extended Maturity Date.
3. The principal and the accrued and unpaid Interest on which Default Interest
is based was $302,048.90 on July 24, 1998.
4. At the point when, prior to the extended Maturity Date, the Nasdaq NMS
market price of the shares of common stock of the Company reaches $3.25 on a
last sale basis on a given trading day, you agree to sell the shares of
common stock which you purchased with the proceeds of the Note as promptly
as practicable and consistent with existing market conditions. If the market
price drops below $3.25, further sales will not be required until the
closing price reaches this point again.
5. All proceeds from any sales by you of the Company's common stock purchased
with the proceeds of the Note will be promptly remitted to the Company in
payment of the amounts owing to the Company under the Note until such Note
has been paid in full. Thereafter, any further sales will no longer be
subject to Section 4 above and you will be entitled to retain all the
proceeds from any such additional sales.
6. The terms of the Notes, as modified hereunder, will continue in full force
and effect, and the Company retains all rights and remedies available to it
thereunder.
WITHOUT IMPLICATION THAT ANY SUCH CONSENT IS REQUIRED, YOU HEREBY WAIVE THE
PROVISIONS OF SECTION 2(f) OF THE REGISTRATION RIGHTS AGREEMENT BETWEEN YOU AND
THE COMPANY REGARDING
48
<PAGE> 2
ANY FUTURE REGISTRATIONS OF THE COMPANY'S SECURITIES.
If the foregoing is acceptable to you, please sign and return the duplicate
original of this letter agreement to my attention.
Yours truly,
/s/ William Volz
-----------------------------------
William Volz
President
Accepted and Agreed:
/s/ Howard L. Farkas
- -------------------------
Howard L. Farkas
January 8, 1999
49
<PAGE> 1
EXHIBIT 10.17
Mr. Albert Morrison
Morrison, Brown, Argiz & Co.
1001 Brickell Bay Drive
9th Floor
Miami, Florida 33131
Re: Repayment of Loan
Dear Albert:
This letter will memorialize our recent conversations regarding the
repayment of your promissory note in the principal amount of $51,250.00 to Logic
Devices Incorporated (the "Company") which came due July 24, 1998 (the "Note").
Defined terms used herein will have the meanings ascribed to them in the Note
unless otherwise defined herein. In consideration of the foregoing and for other
good and valuation consideration, the receipt and sufficiency of which are
hereby acknowledged, you and the Company agree as follows:
1. The Maturity Date will be extended to July 24, 1999.
2. Default Interest will continue to accrue on the Note until payment and will
be paid on the extended Maturity Date.
3. The principal and the accrued and unpaid Interest on which Default Interest
is based was $60,409.78 on July 24, 1998.
4. At the point when, prior to the extended Maturity Date, the Nasdaq NMS market
price of the shares of common stock of the Company reaches $3.25 on a last sale
basis on a given trading day, you agree to sell the shares of common stock which
you purchased with the proceeds of the Note as promptly as practicable and
consistent with existing market conditions. If the market price drops below
$3.25, further sales will not be required until the closing price reaches this
point again.
5. All proceeds from any sales by you of the Company's common stock purchased
with the proceeds of the Note will be promptly remitted to the Company in
payment of the amounts owing to the Company under the Note until such Note has
been paid in full. Thereafter, any further sales will no longer be subject to
Section 4 above and you will be entitled to retain all the proceeds from any
such additional sales.
6. The terms of the Notes, as modified hereunder, will continue in full force
and effect, and the Company retains all rights and remedies available to it
thereunder.
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WITHOUT IMPLICATION THAT ANY SUCH CONSENT IS REQUIRED, YOU HEREBY WAIVE THE
PROVISIONS OF SECTION 2(f) OF THE REGISTRATION RIGHTS AGREEMENT BETWEEN YOU AND
THE COMPANY REGARDING ANY FUTURE REGISTRATIONS OF THE COMPANY'S SECURITIES.
If the foregoing is acceptable to you, please sign and return the duplicate
original of this letter agreement to my attention.
Yours truly,
/s/ William Volz
-----------------------------------
William Volz
President
Accepted and Agreed:
/s/ Albert Morrison
- -----------------------
Albert Morrison
January 8, 1999
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EXHIBIT 10.18
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made and entered
into as of September 17, 1998, by and between LOGIC DEVICES INCORPORATED, a
California Company (the "COMPANY"), and WILLIAM VOLZ, a California resident, and
BRT PARTNERSHIP, an Illinois general partnership (collectively, the
"PURCHASERS").
RECITALS:
A. The Company's primary lending institution, Sanwa Bank California, has
demanded that the Company obtain an infusion of additional capital of not less
than $750,000 by no later than September 30, 1998.
B. The Company desires to obtain such infusion of additional capital
through the sale of shares of common stock, no par value per share ("COMMON
STOCK"), of the Company on the terms and conditions hereinafter set forth.
C. The Purchasers desire to purchase shares of Common Stock each in an
aggregate amount of $375,000 on the terms and conditions hereinafter set forth.
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AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants hereinafter contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 AGREEMENT TO PURCHASE AND SELL SHARES. Subject to the terms and
conditions of this Agreement, at the Closing (as herein defined), the Company
shall sell and issue to each of the Purchasers 255,319 shares of Common Stock
(the shares of Common Stock purchased by both Purchasers, the "PURCHASED
SHARES") for an aggregate purchase price of $375,000 each and a per share
purchase price of approximately $1.46875 (such amount being equal to the Nasdaq
National Market closing transaction price of the Common Stock on the date
hereof).
1.2 MANNER OF DELIVERY OF SHARES AND PAYMENT THEREFOR. At the Closing,
the Company shall deliver to each Purchaser a certificate representing 255,319
shares of Common Stock registered in the name of such Purchaser. The $375,000
purchase price paid by each Purchaser shall be paid by check, wire transfer of
immediately available funds, or other method acceptable to the Company.
1.3 CLOSING. The closing (the "CLOSING") of the sale and purchase of the
shares of Common Stock pursuant to this Agreement shall take place at the
offices of the Company on September 30, 1998 (the "CLOSING DATE") or at such
earlier date or other place as are mutually agreeable to the Company and the
Purchaser. Notwithstanding the preceding sentence, the Closing shall not occur
unless the conditions set forth in Article IV have been satisfied or waived.
ARTICLE II
ACKNOWLEDGMENTS OF THE PURCHASERS
Each Purchaser acknowledges the following:
2.1 NO REGISTRATION. THE SHARES OF COMMON STOCK OFFERED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND STATE SECURITIES LAWS. THE SHARES OF COMMON STOCK OFFERED HEREBY HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. THE SHARES OF
COMMON STOCK OFFERED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED
OF EXCEPT IN COMPLIANCE
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WITH APPLICABLE SECURITIES LAWS AND OTHER LAWS GOVERNING THE OFFER AND SALE OF
SUCH SHARES.
2.2 RESTRICTIONS, INFORMATION. Purchaser agrees that he or it, as the
case may be, will not sell or otherwise transfer the Purchaser's Purchased
Shares unless they are registered or exempt from registration under the
Securities Act. It is understood that all documents, records and books
pertaining to this investment have been made available for inspection by the
Purchaser.
2.3 ECONOMIC RISK. Because the Purchased Shares being purchased by
Purchaser hereby have not been registered under the Securities Act, or certain
applicable state securities laws, the economic risk of the investment must be
borne by the Purchaser and the Purchased Shares cannot be sold unless
subsequently registered under the Securities Act and such state securities laws,
or unless an exemption from such registration is available. In the case of any
transfer of any Purchased Shares other than pursuant to a registration
statement, the Purchasers agree to furnish an opinion of counsel customary for
opinions of such kind to the Company to the effect that a proposed transfer
complies with applicable federal and state laws.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to each Purchaser as follows:
(a) The execution, delivery and performance of this Agreement have been
duly authorized by all necessary corporate action. The Company has the full
right, power and authority to execute, deliver and consummate this Agreement and
the transactions provided for herein, without the consent or approval of, notice
to or registration with any person, association, entity or governmental
authority other than the Nasdaq Stock Market, Inc., and, assuming the due and
valid execution of this Agreement by the Purchasers, this Agreement represents
the valid and binding obligation of the Company, enforceable against the Company
and effective in accordance with its terms.
(b) The execution, delivery, performance and consummation of this
Agreement and the transactions provided for herein do not and will not violate:
(i) any contract, agreement or other commitment to which the Company is a party,
or by which the Company is bound; (ii) the Company's Articles of Incorporation
or bylaws; or (iii) any order, writ, injunction, decree, statute, ordinance,
rule or regulation applicable to the Company.
(c) The issuance of the Purchased Shares being purchased by Purchaser
pursuant to this Agreement has been duly authorized by all necessary corporate
action. The Purchased Shares, when issued and delivered to Purchaser, shall be
validly issued, fully paid and nonassessable and shall be free and clear of all
options, proxies, voting trusts, voting agreements, judgments, pledges, charges,
escrows, rights of first refusal or first offer, mortgages, indentures, claims,
transfer restrictions, liens, equities, security interests and other
encumbrances of every kind and nature whatsoever, whether arising by agreement,
operation of law or otherwise.
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(d) The Company is a Company duly existing under the laws of the State
of California, and has the full power and authority to own its property and
conduct its business as presently conducted by it and is in good standing and
duly qualified in each jurisdiction where, because of the nature of its
respective activities or properties, such qualification is required.
3.2 REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser,
individually and not jointly or severally, hereby represents and warrants to the
Company as follows:
(a) The Purchasers have the full right, power and authority to execute,
deliver and consummate this Agreement and the transactions provided for herein,
without the consent or approval of, notice to or registration with any person,
association, entity or governmental authority other than the Nasdaq Stock
Market, Inc., and, assuming the due and valid execution of this Agreement by the
Company and the other Purchaser, this Agreement represents the valid and binding
obligation of the Purchaser, enforceable against the Purchaser and effective in
accordance with its terms.
(b) The execution, delivery, performance and consummation of this
Agreement and the transactions provided for herein do not and will not violate:
(i) any contract, agreement or other commitment to which the Purchaser is a
party, or by which the Purchaser is bound, (ii) any order, writ, injunction,
decree, statute, ordinance, rule or regulation applicable to the Purchaser, or
(iii) in the case of BRT Partnership, the Purchaser's partnership agreement.
(c) In the case of the BRT Partnership, Purchaser is a general
partnership duly existing under the laws of the State of Illinois and has the
full power and authority to own its property and conduct its business as
presently conducted by it.
(d) The Purchaser has the financial ability to bear the economic risk of
the Purchaser's investment in the Purchased Shares and has no need for liquidity
in this investment in the Purchased Shares.
(e) The Purchaser is an accredited investor as that term is defined in
Rule 501 promulgated under the Securities Act.
(f) The Purchaser has the requisite knowledge and experience in
financial and business matters to be capable of evaluating the merits and risks
of an investment in the Purchased Shares.
(g) The Purchaser has evaluated and understands the risks and terms of
investing in the Purchased Shares.
(h) The Purchaser is acquiring the Purchased Shares for his or its
account, as the case may be, for investment purposes only.
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ARTICLE IV
CONDITIONS TO CLOSING
The obligations of the Company and of each Purchaser under this
Agreement are subject to the fulfillment or waiver by the Company (in the case
of the conditions of the Company) or by such Purchaser (in the case of the
conditions of such Purchaser) of all of the following conditions prior to the
Closing Date:
4.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. Each representation or
warranty of the Company (in the case of each Purchaser) or of each Purchaser (in
the case of the Company) contained in this Agreement shall be true and correct
in all material respects on and as of the Closing Date with the same effect as
though such representation and warranty had been made on and as of that date.
4.2 EXECUTION OF REGISTRATION RIGHTS AGREEMENT. A registration rights
agreement, with terms mutually satisfactory to the Company and each Purchaser,
dated as of the Closing Date, shall have been executed and delivered by the
Company and each of the Purchasers.
4.3 RECEIPT OF NASDAQ INTERPRETATION. The Company shall have received an
interpretation in writing from the Nasdaq Stock Market, Inc. that Rule 4460(i)
promulgated by such entity shall not require the Company to obtain the approval
of its stockholders (whether before or after the Closing Date) of the
transactions contemplated by this Agreement.
ARTICLE V
POST-CLOSING COVENANT
The Company shall apply for and take all other actions necessary to
cause the listing of the Purchased Shares for quotation and trading on the
National Market System of the Nasdaq Stock Market, Inc. promptly following the
Closing unless such Purchased Shares have been so listed on or prior to the
Closing Date.
ARTICLE VI
STOCK CERTIFICATE LEGEND
In addition to any other legends required by agreement or required by
law, each stock certificate issued pursuant to this Agreement shall bear the
following legends in substantially the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE STATE LAW, AND SUCH SHARES MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED UNLESS: (A) THEY ARE REGISTERED UNDER THE ACT AND ANY
APPLICABLE STATE LAW; OR (B) SUCH SALE OR TRANSFER IS EXEMPT FROM SUCH
REGISTRATION AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
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CUSTOMARY FOR OPINIONS OF SUCH KIND TO THE EFFECT THAT SUCH SALE OR
TRANSFER IS SO EXEMPT.
ARTICLE VII
MISCELLANEOUS
7.1 PRINCIPALS OF CONSTRUCTION. In this Agreement, unless otherwise
stated or the context otherwise requires, the following usages apply: (a)
headings are inserted for convenience of reference only and are not a part of,
nor shall they affect any construction or interpretation of this Agreement; (b)
all references to articles, sections, schedules and exhibits are to articles,
sections, schedules and exhibits in or to this Agreement unless otherwise
specified; (c) references to a statute shall refer to the statute and any
successor statute, and to all regulations promulgated under or implementing the
statute or successor, as in effect at the relevant time; (d) references to a
governmental or quasi-governmental agency, authority or instrumentality shall
also refer to a regulatory body that succeeds to the functions of the agency,
authority or instrumentality; (e) "including" means "including, but not limited
to"; and (f) unless the context requires otherwise, all words used in this
Agreement in the singular number shall extend to and include the plural, all
words in the plural number shall extend to and include the singular and all
words in any gender shall extend to and include all genders.
7.2 NOTICES. All notices or other communications which are required or permitted
hereunder shall be in writing and sufficient if delivered personally, sent by
confirmed facsimile, sent by reputable overnight courier or sent by registered
or certified mail, postage prepaid, return receipt requested, addressed, in the
case of either Purchaser, to the address for such Purchaser set forth in the
books and records of the Company and, in the case of the Company, to the
attention of Ms. Mary C. deRegt at the address of the executive offices of the
Company set forth in the most recent filing of the Company under the Securities
Exchange Act of 1934, as amended. Any such communication shall be deemed to have
been given when delivered if delivered personally or by confirmed facsimile, on
the first business day after dispatch if sent by reputable overnight courier and
on the third business day after posting if sent by certified mail.
7.3 MODIFICATION. Neither this Agreement nor any provisions hereof shall be
waived, modified, discharged or terminated except by an instrument in writing
signed by the party against whom any such waiver, modification, discharge or
termination is sought.
7.4 ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties with respect to the subject matter hereof and there are no
representations, covenants or other agreements except as stated or referred to
herein.
7.5 SEVERABILITY. Each provision of this Agreement is intended to be severable
from every other provision, and the invalidity or illegality of any portion
hereof shall not affect the validity or legality of the remainder hereof.
7.6 ASSIGNABILITY. This Agreement is not transferable or assignable by any of
the parties hereto.
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7.7 COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which when executed and delivered shall be deemed an original, but all
such counterparts shall constitute one and the same instrument.
7.8 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
COMPANY:
LOGIC DEVICES INCORPORATED,
a California Company
By: /s/ Mary C. deRegt
-----------------------------------
Name: Mary C. deRegt
Title: Chief Financial Officer
PURCHASERS:
/s/ William J. Volz
-----------------------------------
William J. Volz
BRT PARTNERSHIP, an Illinois general
partnership
By: /s/ Solomon A. Weisgal
-----------------------------------
Name: Solomon A. Weisgal
Title: Trustee
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EXHIBIT 10.19
REGISTRATION RIGHTS AGREEMENT
THIS Registration RIGHTS AGREEMENT is made as of September 30,
1998, by and between LOGIC DEVICES INCORPORATED, a California corporation (the
"COMPANY"), and WILLIAM VOLZ, a California resident, and BRT PARTNERSHIP, an
Illinois general partnership (collectively, the "HOLDERS").
RECITALS:
A. The Company and the Holders have entered into a Stock
Purchase Agreement dated as of September 17, 1998 (the "PURCHASE
AGREEMENT") pursuant to which the Company has agreed to sell, and the
Holders have agreed to purchase (the "PURCHASE") in the aggregate,
510,638 shares of the common stock, no par value per share ("COMMON
STOCK"), of the Company on the terms and conditions set forth in the
Purchase Agreement.
B. It is a condition to the consummation of the Purchase that
the Company and the Holders execute and deliver a registration rights
agreement with terms mutually satisfactory to the Company and each
Holder.
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants hereinafter contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE VIII
DEMAND REGISTRATIONS
8.1 REQUESTS FOR REGISTRATION. Subject to the terms of this Agreement,
either of the Holders (or any assignee or transferee of a number of Registrable
Securities equal to the number of Registrable Securities owned by either Holder
on the date hereof) may, at any time after the date hereof and prior to the
ten-year anniversary of the date hereof, request registration under the
Securities Act of all or part of their Registrable Securities. Within 10 days
after receipt of any such request, the Company will give written notice of such
request to all other holders of the Registrable Securities and will include in
such registration all Registrable Securities with respect to which the Company
has received written requests for inclusion therein within 15 days after the
receipt of the Company's notice. All registrations requested pursuant to this
Section 1.1 are referred to herein as "DEMAND REGISTRATIONS."
8.2 NUMBER OF DEMAND REGISTRATIONS. The Holders will be entitled to
request one Demand Registration pursuant to which the Registrable Securities
shall be registered and in which the Company will pay all Registration Expenses.
A registration will not count as the
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Demand Registration (i) until it has become effective (unless such Demand
Registration has not become effective due solely to the fault of the holders
requesting such registration) and (ii) unless the holders of the Registrable
Securities are able to register all of the Registrable Securities requested to
be included in such registration (unless such holders are not so able to
register such amount of the Registrable Securities due solely to the fault of
such holders); provided, however, that in any event the Company will pay all
Registration Expenses in connection with any registration initiated as a Demand
Registration subject to this Section 1.2.
8.3 TYPE OF DEMAND REGISTRATION. A Demand Registration will be a
Short-Form Registration whenever any applicable form can be utilized. Otherwise,
the Demand Registration will be a Long-Form Registration. As long as the Company
remains subject to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "SECURITIES EXCHANGE ACT"), the Company will use its best
efforts to make Short-Form Registrations available for the sale of Registrable
Securities.
8.4 PRIORITY ON DEMAND REGISTRATIONS. Except with respect to securities
issued by the Company upon exercise of certain warrants granted by the Company
on or about February 15, 1995, to purchase up to 220,000 shares of Common Stock,
the Company will not include in any Demand Registration any securities which are
not Registrable Securities without the written consent of holders of a majority
of the Registrable Securities. If other securities are permitted to be included
in a Demand Registration which is an underwritten offering and the managing
underwriters advise the Company in writing that in their opinion the number of
Registrable Securities and other securities requested to be included exceeds the
number of Registrable Securities and other securities which can be sold in such
offering, the Company will include in such registration, prior to the inclusion
of any securities which are not Registrable Securities, the number of
Registrable Securities requested to be included which in the opinion of such
underwriters can be sold, pro rata among the respective holders on the basis of
the amount of Registrable Securities so requested to be included therein.
8.5 SELECTION OF UNDERWRITERS. The holders of a majority of the
Registrable Securities included in any Demand Registration will have the right
to select the investment banker(s) and manager(s) to administer the offering and
may, in their discretion, elect not to have the Demand Registration
underwritten.
8.6 OTHER REGISTRATION RIGHTS. Except as provided in this Agreement,
prior to a Demand Registration satisfying the requirements of Sections 1.1 and
1.2 hereof, the Company will not grant to any person or entity the right to
request the Company to register any equity securities of the Company, or any
securities convertible or exchangeable into or exercisable for such securities,
without the written consent of the holders of a majority of the Registrable
Securities.
8.7 TIMING OF DEMAND REGISTRATION. The holders of the Registrable
Securities shall use their respective best efforts, to cooperate with the
Company in timing the effectiveness of a Demand Registration so as to (i) allow
the Company to utilize the financial statements that it otherwise is required to
prepare due to the Company being subject to the reporting requirements of the
Securities Exchange Act and (ii) minimize the necessity of having audited
financial statements prepared sooner after the end of its fiscal year than would
be required under the Securities Exchange Act or for periods other than its
fiscal year unless the effectiveness of the
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Demand Registration is delayed beyond the reasonable expectations of the Company
and the holders of the Registrable Securities and through no fault of such
holders.
ARTICLE IX
PIGGYBACK REGISTRATIONS
9.1 RIGHT TO PIGGYBACK. Whenever the Company proposes to register any of
its securities under the Securities Act of 1933, as amended (the "SECURITIES
ACT"), other than pursuant to a Demand Registration hereunder, and the
registration form to be used may, under the Securities Act, be used for the
registration of any Registrable Securities (a "PIGGYBACK REGISTRATION"), the
Company will give prompt written notice to all holders of the Registrable
Securities for which the registration form may be used of its intention to
effect such a registration and will include in such registration all Registrable
Securities (in accordance with the priorities set forth in Sections 2.3 and 2.4
below) with respect to which the Company has received written requests for
inclusion therein within 15 days after the receipt of the Company's notice.
9.2 PIGGYBACK EXPENSES. The Registration Expenses of the holders of
Registrable Securities will be paid by the Company in all Piggyback
Registrations.
9.3 PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback Registration is an
underwritten primary registration on behalf of the Company and the managing
underwriters advise the Company in writing that in their opinion the number of
securities requested to be included in such registration exceeds the number
which can be sold in such offering, the Company will include in such
registration (i) first, the securities that the Company proposes to sell and
(ii) second, the Registrable Securities requested to be included in such
registration and other securities requested to be included in such registration
pro rata among the holders of the Registrable Securities and the other
securities on the basis of the number of securities so requested to be included
therein.
9.4 PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback Registration is
an underwritten secondary registration on behalf of holders of the Company's
securities and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering, the Company
will include in such registration (i) first, the securities requested to be
included therein by the holders requesting such registration and the Registrable
Securities requested to be included in such registration, pro rata among the
holders requesting registration and the holders of Registrable Securities on the
basis of the number of securities so requested to be included therein, and (ii)
second, the other securities requested to be included in such registration.
9.5 SELECTION OF UNDERWRITERS. If any Piggyback Registration is an
underwritten offering, the selection of investment banker(s) and manager(s) for
the offering will be in the discretion of the Company.
9.6 OTHER REGISTRATIONS. If the Company has previously filed a
registration statement with respect to Registrable Securities pursuant to
Article I or pursuant to this Article II, and if such previous registration has
not been withdrawn or abandoned, the Company will not
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file or cause to be effected any other registration of any of its equity
securities or securities convertible or exchangeable into or exercisable for its
equity securities under the Securities Act (except on Form S-8 or any successor
form), whether on its own behalf or at the request of any holder or holders of
such securities, until a period of at least six months has elapsed from the
effective date of such previous registration except with respect to any Demand
Registration which is made during such six-month period which includes
Registrable Shares that the holders thereof requested to be included in any
Piggyback Registration.
ARTICLE X
ADDITIONAL AGREEMENTS AND REPRESENTATIONS
10.1 COMPANY HOLDBACK AGREEMENT. The Company agrees (i) not to effect
any public sale or distribution of its equity securities, or any securities
convertible into or exchangeable or exercisable for such securities, during a
period not to exceed seven days prior to and 90-days following the effective
date of any underwritten Demand Registration or any underwritten Piggyback
Registration (except as part of such underwritten registration or pursuant to
registrations on Form S-8 or any successor form), if the underwriters managing
the registered public offering so request, and (ii) to cause each holder of its
equity securities, or any securities convertible into or exchangeable or
exercisable for such securities, purchased from the Company (other than in a
registered public offering) to agree not to effect any public sale or
distribution of any such securities during such period (except as part of such
underwritten registration, if otherwise permitted, or except as permitted in
Section 3.1), unless the underwriters managing the registered public offering
otherwise agree.
10.2 HOLDER REGULATION M RESTRICTIONS. Each holder of Registrable
Securities agrees not to effect any public sale or distribution of equity
securities of the Company, or any securities convertible into or exchangeable or
exercisable for such securities, unless such sale or distribution complies with
Regulation M (or any similar provision then in force) under the Securities
Exchange Act.
10.3 COMPANY REGULATION M RESTRICTIONS. The Company agrees not to effect
any public sale or distribution of its equity securities, or any securities
convertible into or exchangeable or exercisable for such securities unless such
sale or distribution complies with Regulation M (or any similar provision then
in force) under the Securities Exchange Act.
10.4 BEST EFFORTS. Whenever the holders of Registrable Securities have
requested that any Registrable Securities will be registered pursuant to this
Agreement, the Company will use its best efforts to effect the registration and
the sale of such Registrable Securities in accordance with the intended method
of disposition thereof, and pursuant thereto, the Company will as expeditiously
as possible.
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ARTICLE XI
REGISTRATION PROCEDURES
Whenever the holders of Registrable Securities have requested that any
Registrable Securities be registered pursuant to this Agreement, the Company
will use its best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition
thereof, and pursuant thereto, the Company will as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a
registration statement with respect to such Registrable Securities and
use its best efforts to cause such registration statement to become
effective (provided that, before filing a registration statement or
prospectus or any amendments or supplements thereto, the Company will
furnish to the counsel or counsels of the holders of the Registrable
Securities covered by such registration statement copies of all such
documents proposed to be filed);
(b) prepare and file with the Securities and Exchange Commission such
amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than six
months and comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such registration
statement;
(c) furnish to each seller of Registrable Securities such number of copies
of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may
reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities
under such other securities or blue sky laws of such jurisdictions as
any seller of Registrable Securities reasonably requests and do any and
all other acts and things which may be reasonably necessary or advisable
to enable such seller to consummate the disposition in such
jurisdictions of Registrable Securities owned by such seller (provided
that the Company will not be required to (i) qualify generally to do
business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph, (ii) subject itself to taxation in
any such jurisdiction, or (iii) consent to general service of process in
any such jurisdiction);
(e) notify each seller of such Registrable Securities, at any time when a
prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue
statement of a material fact or omits any fact necessary to make the
statements therein not misleading, and, at the request of any such
seller, the Company will prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus will not
63
<PAGE> 6
contain an untrue statement of a material fact or omit to state any fact
necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities
exchange on which similar securities issued by the Company are then
listed, if any;
(g) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration
statement;
(h) enter into such customary agreements (including underwriting agreements,
if any, in customary form) and take all such other actions as the
holders of a majority of the Registrable Securities being sold or the
underwriters, if any, reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities (including,
without limitation, effecting a stock split or a combination of shares);
and
(i) make available for inspection during normal business hours by any seller
of Registrable Securities, any underwriter participating in any
disposition pursuant to such registration statement, and any attorney,
accountant or other agent retained by any such seller or underwriter,
all financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company's officers, directors,
employees and independent accountants to supply all information
reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement.
ARTICLE XII
REGISTRATION EXPENSES
12.1 RESPONSIBILITY OF COMPANY. All expenses incident to the Company's
performance of or compliance with this Agreement, including, without limitation,
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses,
and fees and disbursements of counsel for the Company and all independent
certified public accountants, underwriters (excluding discounts and commissions)
and other person or entity retained by the Company (all such expenses being
herein called "REGISTRATION EXPENSES") will be borne by the Company. The Company
will also pay its internal expenses (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties), the expense of any annual audit or quarterly review, the expense of any
liability insurance and the expenses and fees for listing the securities to be
registered on each securities exchange on which similar securities issued by the
Company are then listed.
12.2 FEES OF COUNSEL. In connection with each Demand Registration, the
Company will reimburse the holders of Registrable Securities covered by such
registration for the reasonable fees and disbursements of one counsel chosen by
the holders of a majority of such Registrable Securities.
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<PAGE> 7
ARTICLE XIII
INDEMNIFICATION
13.1 COMPANY OBLIGATIONS. The Company agrees to indemnify, to the extent
permitted by law, each holder of Registrable Securities, its trustees,
beneficiaries, officers and directors and each person or entity who controls
such holder (within the meaning of the Securities Act) against all losses,
claims, damages, liabilities and expenses caused by any untrue or alleged untrue
statement of material fact contained in any registration statement, prospectus
or preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein,
except insofar as the same are caused by or contained in any information
furnished in writing to the Company by such holder expressly for use therein or
which such holder failed to provide after being so requested or by such holder's
failure to deliver a copy of the registration statement or prospectus or any
amendments or supplements thereto after the Company has furnished such holder
with a sufficient number of copies of the same or which is otherwise
attributable of the negligence or willful misconduct of such holder. In
connection with an underwritten offering, the Company will indemnify such
underwriters, their officers and directors and each person or entity who
controls such underwriters (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of the holders
of Registrable Securities.
13.2 HOLDER OBLIGATIONS. In connection with any registration statement
in which a holder of Registrable Securities is participating, each such holder
will furnish to the Company in writing such information and affidavits as the
Company reasonably requests for use in connection with any such registration
statement or prospectus and, to the extent permitted by law, will indemnify the
Company, its directors and officers, each person or entity who controls the
Company (within the meaning of the Securities Act), against any losses, claims,
damages, liabilities and expenses resulting from any untrue or alleged untrue
statement of material fact contained or required to be contained in the
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or omission is
contained or required to be contained in any information or affidavit so
furnished or required to be so furnished in writing by such holder; provided
that the obligation to indemnify will be individual and independent, not joint
or several, among such holders of Registrable Securities and the liability of
each such holder of Registrable Securities will be in proportion to and limited
to the net amount received by such holder from the sale of Registrable
Securities pursuant to such registration statement.
13.3 NOTICE. Any person or entity entitled to indemnification hereunder
will (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification and (ii) unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim, with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
65
<PAGE> 8
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.
13.4 MISCELLANEOUS. The indemnification provided for under this
Agreement will remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or
controlling person or entity of such indemnified party and will survive the
transfer of securities. The Company also agrees to make such provisions, as are
reasonably requested by any indemnified party, for contribution to such party in
the event the Company's indemnification is unavailable for any reason.
13.5 CONTRIBUTION. To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable under Article VI to the fullest extent permitted by law; provided,
however, that (i) no contribution shall be made under circumstances where the
maker would not have been liable for indemnification under the fault standards
set forth in Article VI, (ii) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any party hereto who was not guilty of such fraudulent
misrepresentation, and (iii) contribution (together with any indemnification or
other obligations under this Agreement) by any holder of Registrable Securities
shall be in proportion to and limited to the net amount received by such holder
from the sale of Registrable Securities pursuant to the applicable registration
statement (and each holder's contribution obligations shall be individual and
independent and not joint and several).
ARTICLE XIV
CURRENT PUBLIC INFORMATION
At all times after the Company has filed a registration statement with
the Securities and Exchange Commission pursuant to the requirements of either
the Securities Act or the Securities Exchange Act and such registration
statement has been declared effective, the Company will file all reports
required to be filed by it under the Securities Act and the Securities Exchange
Act and the rules and regulations adopted by the Securities and Exchange
Commission thereunder, and will take such further action as any holder or
holders of Registrable Securities may reasonably request, all to the extent
required to enable such holders to sell Registrable Securities pursuant to (i)
Rule 144 adopted by the Securities and Exchange Commission under the Securities
Act (as such rule may be amended from time to time) or any similar rule or
regulation hereafter adopted by the Securities and Exchange Commission or (ii) a
registration statement on Form S-2, Form S-3, or any similar registration
statement form hereafter adopted by the Securities and Exchange Commission. Upon
request, the Company will deliver to such holders of Registrable Securities a
written statement as to whether it has complied with such requirements.
66
<PAGE> 9
ARTICLE XV
DEFINITIONS
15.1 REGISTRABLE SECURITIES. The term "REGISTRABLE SECURITIES" means (i)
any of the Company's Common Stock issued and sold to the Holders pursuant to the
Purchase Agreement, and (ii) any Common Stock issued or issuable with respect to
the securities referred to in clause (i) whether or not by way of stock dividend
or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization. As to any particular Registrable
Securities, such securities will cease to be Registrable Securities when they
have (a) been effectively registered under the Securities Act and disposed of in
accordance with the registration statement covering them, (b) been sold to the
public in accordance with Rule 144 (or any similar provision then in force)
under the Securities Act, or (c) been otherwise transferred and new certificates
for them not bearing a Securities Act restrictive legend have been delivered by
the Company. Whenever any particular securities cease to be Registrable
Securities, the holder thereof will be entitled to receive from the Company,
without expense, new certificates representing such Registrable Securities not
bearing a restrictive legend as set forth in the Purchase Agreement.
15.2 The term "LONG-FORM REGISTRATION" means a registration under the
Securities Act on Form S-1 or any similar form.
15.3 The term "SHORT-FORM REGISTRATION" means a registration under the
Securities Act on Form S-2, Form S-3 or any similar form.
ARTICLE XVI
MISCELLANEOUS
16.1 PRINCIPLES OF CONSTRUCTION. In this Agreement, unless otherwise
stated or the context otherwise requires, the following usages apply: (a)
headings are inserted for convenience of reference only and are not a part of,
nor shall they affect any construction or interpretation of this Agreement; (b)
all references to articles, sections, schedules and exhibits are to articles,
sections, schedules and exhibits in or to this Agreement unless otherwise
specified; (c) references to a statute shall refer to the statute and any
successor statute, and to all regulations promulgated under or implementing the
statute or successor, as in effect at the relevant time; (d) references to a
governmental or quasi-governmental agency, authority or instrumentality shall
also refer to a regulatory body that succeeds to the functions of the agency,
authority or instrumentality; (e) "including" means "including, but not limited
to"; and (f) unless the context requires otherwise, all words used in this
Agreement in the singular number shall extend to and include the plural, all
words in the plural number shall extend to and include the singular and all
words in any gender shall extend to and include all genders.
16.2 NO INCONSISTENT AGREEMENTS. The Company will not hereafter enter
into any agreement with respect to its securities which is inconsistent with the
rights granted to the holders of Registrable Securities in this Agreement.
67
<PAGE> 10
16.3 ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company will not
take any action or permit any change to occur with respect to its securities
which would materially and adversely affect the ability of the holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement or which would materially and adversely
affect the marketability of such Registrable Securities in any such registration
(including, without limitation, effecting a stock split or a combination of
shares).
16.4 SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto will bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of this Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities. This Agreement
is not transferrable or assignable by the Company.
16.5 TERM. This Agreement shall terminate on the date that all
securities that are Registrable Securities have ceased to be Registrable
Securities pursuant to Section 8.1 hereof.
16.6 NOTICES. All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered personally,
sent by confirmed facsimile, sent by reputable overnight courier or sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed, in the case of any Holder, to the address for such Holder set forth
in the books and records of the Company and, in the case of the Company, to the
attention of the Chief Financial Officer at the address of the executive offices
of the Company set forth in the most recent filing of the Company under the
Securities Exchange Act. Any such communication shall be deemed to have been
given when delivered if delivered personally or by confirmed facsimile, on the
first business day after dispatch if sent by reputable overnight courier and on
the third business day after posting if sent by certified mail.
16.7 MODIFICATION. Neither this Agreement nor any provisions hereof
shall be waived, modified, discharged or terminated except by an instrument in
writing signed by the party against whom any such waiver, modification,
discharge or termination is sought.
16.8 ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties with respect to the subject matter hereof and there are no
representations, covenants or other agreements except as stated or referred to
herein.
16.9 SEVERABILITY. Each provision of this Agreement is intended to be
severable from every other provision, and the invalidity or illegality of any
portion hereof shall not affect the validity or legality of the remainder
hereof.
16.10 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed an
original, but all such counterparts shall constitute one and the same
instrument.
16.11 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Illinois.
68
<PAGE> 11
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
COMPANY:
LOGIC DEVICES INCORPORATED,
a California Company
By: /s/ Mary C. deRegt
-----------------------------------
Name: Mary C. deRegt
Title: Chief Financial Officer
HOLDERS:
/s/ William J. Volz
-----------------------------------
William J. Volz
BRT PARTNERSHIP, an Illinois partnership
By: /s/ Solomon A. Weisgal
-----------------------------------
Name: Solomon A. Weisgal
Title: Trustee
69
<PAGE> 1
EXHIBIT 11.1
COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Net (loss) income $(6,334) $ (399) $ 122
======= ======= =======
Weighted average common shares - basic 6,178 6,122 6,041
Dilutive options -- 50 3
------- ------- -------
Adjusted weighted average common shares
and assumed conversions - diluted 6,178 6,172 6,044
======= ======= =======
Net (loss) income per share - basic $ (1.03) $ (0.07) $ 0.02
======= ======= =======
Net (loss) income per share - diluted $ (1.03) $ (0.06) $ 0.02
======= ======= =======
</TABLE>
70
<PAGE> 1
EXHIBIT 23.1
Consent of BDO Seidman, LLP
The Board of Directors
Logic Devices Incorporated
We consent to the use of our report included herein, dated January 8, 1999,
relating to the consolidated balance sheet of Logic Devices Incorporated (the
Company) as of September 30, 1998, and the related statements of operations,
shareholders' equity and cash flows and related schedules for each of the nine
months ended September 30, 1998. Our report contains an explanatory paragraph
regarding the Company's ability to continue as a going concern. The consolidated
financial statements of Logic Devices Incorporated and subsidiary as of December
31, 1997 and 1996 and for each of the two years then ended, were audited by
Meredith, Cardozo, Lanz and Chiu LLP, whose practice has been combined with our
Firm and whose report dated March 2, 1998 expressed an unqualified opinion on
those statements.
Meredith, Cardozo, Lanz and Chiu LLP consents to the incorporation by reference
of such reports into the Registration Statement on Form S-3 filed by the Company
with the Securities and Exchange Commission (SEC) on November 21, 1996
[Registration No. 333-16591], into the Registration Statement on Form S-8 filed
by the Company with the SEC on September 28, 1993 [File No. 33-69630], into the
Registration Statement on Form S-8 filed by the Company with the SEC on July 7,
1995 [Registration No. 33-60993] and the Registration Statement on Form S-8
filed by the Company with the SEC on August 7, 1997 [Registration No.
333-32819].
BDO Seidman, LLP Meredith, Cardozo, Lanz & Chiu LLP
San Jose, California San Jose, California
January 8, 1999 January 8, 1999
71
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 142,900
<SECURITIES> 0
<RECEIVABLES> 4,722,900
<ALLOWANCES> 169,500
<INVENTORY> 12,535,600
<CURRENT-ASSETS> 17,694,000
<PP&E> 16,192,500
<DEPRECIATION> 11,257,000
<TOTAL-ASSETS> 23,598,900
<CURRENT-LIABILITIES> 8,063,500
<BONDS> 0
0
0
<COMMON> 17,784,400
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 23,598,900
<SALES> 9,562,700
<TOTAL-REVENUES> 9,562,700
<CGS> 7,252,100
<TOTAL-COSTS> 3,154,700
<OTHER-EXPENSES> 959,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 434,400
<INCOME-PRETAX> (6,378,400)
<INCOME-TAX> (44,700)
<INCOME-CONTINUING> (6,333,700)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,333,700)
<EPS-PRIMARY> (1.03)
<EPS-DILUTED> (1.03)
</TABLE>
