-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, TbztEEqcMh+8jUVLKq3b0OHQ2wUu0KfwlbsC5wK5hWiRiVykFVaUcKE42NI7tr2L Nukq7kKfJAO/MpSEIqnHkQ== 0000802851-95-000008.txt : 199507180000802851-95-000008.hdr.sgml : 19950718 ACCESSION NUMBER: 0000802851-95-000008 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950717 EFFECTIVENESS DATE: 19950717 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOGIC DEVICES INC CENTRAL INDEX KEY: 0000802851 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942893789 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-60993 FILM NUMBER: 95554220 BUSINESS ADDRESS: STREET 1: 628 E EVELYN AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087373300 MAIL ADDRESS: STREET 1: 628 EAST EVELYN AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 S-8 POS 1 POST-EFFECTIVE AMENDEDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on July 7, 1995 Registration No. 33-60993 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LOGIC DEVICES INCORPORATED (Exact Name of Registrant As Specified In Its Charter) California 94-2893789 (State of Incorporation) (I.R.S. Employer Identification Number) 628 East Evelyn Avenue Sunnyvale, California 94086 (408) 737-3300 (Address, including zip code, and telephone, including area code, of registrant's principal executive office) Logic Devices Incorporated Employee Stock Ownership Plan (Full title of the Plan) William J. Volz President Logic Devices Incorporated 628 East Evelyn Avenue Sunnyvale, California 94086 (408) 737-3300 (Name, address, including zip code, and telephone number, including area code, of agent for service) With a copy to: David R. Selmer, Esq. Barack, Ferrazzano, Kirschbaum & Perlman 333 West Wacker, Suite 2700 Chicago, Illinois 60606 (312) 984-3100 Item 8. Exhibits Exhibit Number Description 4.1 Form of certificate for shares of the Company's Common Stock (incorporated by reference to Exhibit 1.1 of Amendment No. 1 on Form 8, dated September 15, 1988, to the Company's Form 8-A, dated October 4, 1988, SEC File No. 0-17187) 5.1* Opinion of Barack, Ferrazzano, Kirschbaum & Perlman 23.1* Consent of Meredith Cardozo 23.2* Consent of Barack, Ferrazzano, Kirschbaum & Perlman (included in Exhibit 5.1) 24.1** Powers of Attorney 99.1* Logic Devices Incorporated Employee Stock Ownership Plan 99.2*** Amendment to the Logic Devices Incorporated Employee Stock Ownership Plan _________________________ * Included as an exhibit to the original filing of this Registration Statement on July 7, 1995. ** Included on the signature page of the original filing of this Registration Statement on July 7, 1995. *** Filed herewith. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on July 14, 1995. LOGIC DEVICES INCORPORATED By:/s/ WILLIAM J. VOLZ William J. Volz President and Director By:/s/ TODD J. ASHFORD Todd J. Ashford Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post-effective Amendment No.1 to the Registration Statement has been signed by each of the following persons in the capacities indicated on July 14, 1995. Signature Title * Chairman of the Board Howard L. Farkas * Director Burton W. Kanter * Director Albert Morrison, Jr. /s/ WILLIAM J. VOLZ President and Director William J. Volz (Principal Executive Officer) /s/ TODD J. ASHFORD Chief Financial Officer (Principal Todd J. Ashford Financial and Accounting Officer) * Todd J. Ashford, by signing his name hereto, does hereby sign this document on behalf of himself and on behalf of each of the other persons named above pursuant to powers of attorney duly executed by such other persons and included on the signature page of the original filing of this Registration Statement. EXHIBIT INDEX Sequentially Exhibit Numbered Number Description Page 4.1 Form of certificate for shares of the Company's Common Stock (incorporated by reference to Exhibit 1.1 of the Amendment No. 1 on Form 8 to Application or Report Filed Pursuant to Section 12, 13 or 15(d) of the Exchange Act, dated October 4, 1988, SEC File No. 0-17187) 5.1* Opinion of Barack, Ferrazzano, Kirschbaum & Perlman 23.1* Consent of Meredith Cardozo 23.2* Consent of Barack, Ferrazzano, Kirschbaum & Perlman (included in Exhibit 5.1 to the Registration Statement) 24.1** Powers of Attorney 99.1* Logic Devices Incorporated Employee Stock Ownership Plan 99.2*** Amendment to the Logic Devices Incorporated Employee Stock Ownership Plan 5 * Included as an exhibit to the original filing of this Registration Statement on July 7, 1995. ** Included on the signature page to the original filing of this Registration Statement on July 7, 1995. *** Filed herewith Exhibit 99.2 AMENDMENT TO THE LOGIC DEVICES INCORPORATED EMPLOYEE STOCK OWNERSHIP PLAN This Amendment is made and entered into as of 7th day of July, 1995. RECITAL WHEREAS, the Board of Directors of Logic Devices Incorporated (the "Company") has determined that it is in the best interests of the Corporation and its stockholders to amend the LOGIC DEVICES INCORPORATED EMPLOYEE STOCK OWNERSHIP PLAN (the "ESOP"); NOW, THEREFORE, effective January 1, 1995, Section 19 of the ESOP is hereby stricken in its entirety and replaced in its stead with the following: Section 19. AMENDMENT AND TERMINATION. (a) Amendment. To provide for contingencies which may require or make advisable the clarification, modification or amendment of this Agreement, the Company reserves the right to amend the Plan at any time and from time to time, in whole or in part, including without limitation retroactive amendments necessary or advisable to qualify the Plan and Trust under the provisions of Sections 401(a) and 4975(e)(7) of the Code or any successor or similar statute hereafter enacted. Any such amendment to the Plan or Trust must be adopted by resolution of the Company's Board of Directors. However, no such amendment shall (1) cause any part of the assets of the Plan and Trust to revert to or be recoverable by the Company or be used for or diverted to purposes other than the exclusive benefit of Participants, former Participants and Beneficiaries, (2) deprive any Participant, former Participant or Beneficiary of any benefit already vested, except to the extent that such amendment may be necessary to permit the Plan or the Trust to qualify or continue to qualify as tax-exempt, (3) terminate the protections and rights described in Section 16, (4) alter, change or modify the duties, powers or liabilities of the Trustee hereunder without its written consent, or (5) with respect to any benefit previously accrued, eliminate or reduce any early retirement benefit or retirement type subsidy, or eliminate any optional form of benefit, except to the extent permitted by Section 411(d)(6) of the Code. No amendment that shall change any of the following types of provisions shall be made more than once every 6 months, other than to comport with changes in the Code, ERISA or the regulations thereunder: (i) any provision stating the amount and price of Employer Securities to be awarded to designated officers and directors or categories of officers and directors; (ii) any provisions specifying the timing of awards or allocations to officers and directors; (iii) any provision setting forth a formula that determines the amount, price and timing of allocations or awards, using objective criteria such as earnings of the Company, value of the Employer Securities, Year of Service, job classification and Covered Compensation levels. (b) Changes in the Code. Any other provision of this Plan to the contrary notwithstanding, if any amendment to the Code requires that a conforming plan amendment must be adopted effective as of a stated effective date in order for this Plan to continue to be a qualified plan, this Plan shall be operated in accordance with the requirement of such amendment to that law until the date when a conforming plan amendment is adopted, or the date when a clear and unambiguous nonconforming plan amendment is adopted, whichever occurs first. (c) Termination of Partial Termination or Complete Discontinuance of Contributions. Although the Company has established the Plan with the bona fide intention and expectation that it will be able to make contributions indefinitely, nevertheless, the Company shall not be under any obligation or liability to continue its contributions or to maintain the Plan for any given length of time. The Company may in its sole discretion discontinue such contributions or terminate the Plan in whole or in part in accordance with its provisions at any time without any liability for such discontinuance or termination. In the event of a termination or complete discontinuance of contribution, if the Plan is not replaced by a comparable plan qualified under Section 401(a) of the Code, then the Accounts of all Participants affected by the termination or discontinuance of contributions will become nonforfeitable. In the event of a partial termination, the Accounts of all Participants affected by the partial termination will become nonforfeitable. After termination of the Plan, the Committee and the Trust will continue until the Plan benefit of each Participant has been distributed. After termination of the Plan, distribution of the Participants' Plan Benefits will be completed not later than one (1) year after termination. Distributions made due to termination of the Plan shall be in accordance with the form of distribution provided in the Plan. (d) Determination by Internal Revenue Service. Notwithstanding any other provision of the Plan, if the Internal Revenue Service shall fail or refuse to issue a favorable written determination or ruling with respect to the continued qualification of the Plan and exemption of the Trust from tax under Section 501(a) of the Code, all Employer Contributions under Section 401(a), together with any income received or accrued thereon less any benefits or expenses paid shall, upon the written direction of the Company, be deemed held by the Trustee under the Employee Stock Ownership Plan as it existed prior to the adoption of this Plan and this Plan and the Trust shall terminate. (e) Return of Employer's Contribution. Notwithstanding any other provision of the Plan, if a Contribution is conditioned on its deductibility and the deduction is disallowed or if a Contribution is made due to a mistake of fact, such Employer Contribution may be returned to the Employer if such Contribution is returned within one (1) year thereafter and if the amount returned does not exceed the excess of the actual Contribution over the amount which would have been contributed had there been no error in determining the deduction or mistake of fact. Earnings of the Plan attributable to the excess Contribution may not be returned to the Employer, but any losses attributable thereto must reduce the amount so returned. LOGIC DEVICES INCORPORATED (SEAL) By: /s/ William J. Volz William J. Volz, President -----END PRIVACY-ENHANCED MESSAGE-----