-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AE3E3PHt6wnv1ZWPDwmpAOw6LfT2+MYP4E2MI3eMYVB7hOiyJJUjpi+Tpa3JcAHh r2KF3bxHycajd89Z5OSILQ== 0000802851-95-000016.txt : 19951122 0000802851-95-000016.hdr.sgml : 19951122 ACCESSION NUMBER: 0000802851-95-000016 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 REFERENCES 429: 033-62299 FILED AS OF DATE: 19951121 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-62299 FILM NUMBER: 95595244 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 POS AM 1 As filed with the Securities and Exchange Commission on November 20, 1995 Registration No. 33-62299 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________ LOGIC DEVICES INCORPORATED (Exact name of Registrant as specified in its charter) CALIFORNIA 94-2893789 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 628 East Evelyn Avenue Sunnyvale, California 94086 (408) 737-3300 (Address, including zip code and telephone number, including area code, of Registrant's principal executive offices) ______________________ William J. Volz President Logic Devices Incorporated 628 East Evelyn Avenue Sunnyvale, California 94086 (408) 737-3300 (Name and address, including zip code, and telephone number, including area code, of agent for service) _______________________ COPIES TO: David R. Selmer, Esq. Barack, Ferrazzano, Kirschbaum & Perlman 333 West Wacker Drive Suite 2700 Chicago, Illinois 60606 Approximate date of commencement of proposed sale to the public: As soon as possible after the Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed Class Maximum Maximum of Securities Offering Aggregate Amount of to be Amount to be Price Offering Registration Registered Registered(1) Per Share(2)(3) Price(2)(3) Fee(2)(3) Common Stock, no par value 106,850 $12.50/$9.0625 $1,226,141 $424.00
(1) Consisting of (i) 75,000 shares of Common Stock and (ii) 31,850 additional shares of Common Stock issuable upon exercise of a warrant to purchase Common Stock being registered on this form and an indeterminate number of additional shares of Common Stock issuable pursuant to the antidilution provisions of the warrant. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and, with respect to 75,000 shares, based on $12.50, the average of the high and low sales prices as reported on the National Association of Securities Dealers Automated Quotation National Market System for August 29, 1995. The filing fee in the amount of $324.00 for these 75,000 shares was submitted with the original filing of this Registration Statement. (3) The filing fee with respect to the 31,850 shares added by this Amendment No. 2 is based on $9.0625, the average of the high and low sales prices as reported on the National Association of Securities Dealers Automated Quotation National Market System for October 5, 1995. The filing fee in the amount of $100.00 for these 31,850 shares is submitted with this Amendment No. 2. The aggregate filing fee is $424.00. ITEM 16. EXHIBITS Exhibit NO. DESCRIPTION 3.1* Articles of Incorporation of Logic Devices Incorporated, as amended. Incorporated by reference to Ex. 3.1 of the Registrant's Form S-18 Registration Statement (File No. 33- 23763-LA) 3.2* Bylaws of Logic Devices Incorporated. Incorporated by reference to Ex. 3.2 of the Registrant's Form S-18 Registration Statement (File No. 33-23763-LA) 4.1* Form of certificate for shares of the Company's Common Stock. Incorporated by reference to Exhibit 1.1 of the Amendment No. 1 on Form 8 to Application or Report Filed Pursuant to Section 12, 13 or 15(d) of the Securities Exchange Act of 1934, dated October 4, 1988 (File No. 0-17187) 5.1** Opinion Letter of Barack, Ferrazzano, Kirschbaum & Perlman regarding the validity of certain of the securities being registered 5.2**** Opinion Letter of Barack, Ferrazzano, Kirschbaum & Perlman regarding the validity of certain of the securities being registered 10.1** Registration Rights Agreement by and between Logic Devices Incorporated, Star Semiconductor Corporation and Credit Managers Association of California, dated April 14, 1995 10.2** Form of Warrant to purchase an aggregate of 31,850 shares of Common Stock 23.1** Consent of Barack, Ferrazzano, Kirschbaum & Perlman (included in Exhibit 5) 23.2** Consent of Meredith Cardozo 24.1*** Powers of Attorney * Previously filed ** Included as an exhibit to the original filing of this Registration Statement on August 30, 1995. *** Included on the signature page to the original filing of this Registration Statement on August 30, 1995. **** Filed herewith SIGNATURES In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and authorized 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 November 20, 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 In accordance with the requirements of the Securities Act of 1933, this Post-effective Amendment No. 1 to the Registration Statement was signed by the following persons in the capacities indicated on November 20, 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. /S/ TODD J. ASHFORD Todd J. Ashford, Attorney-in-Fact LOGIC DEVICES INCORPORATED INDEX TO EXHIBITS
SEQUENTIALLY NUMBERED EXHIBIT PAGE OF NUMBER DESCRIPTION OF EXHIBITS EXHIBIT 3.1* Articles of Incorporation of Logic Devices Incorporated, as amended. Incorporated by reference to Ex. 3.1 of the Registrant's Form S-18 Registration Statement (File No. 33-23763-LA) 3.2* Bylaws of Logic Devices Incorporated. Incorporated by reference to Ex. 3.2 of the Registrant's Form S-18 Registration Statement (File No. 33-23763-LA) 4.1* Form of certificate for shares of the Company's Common Stock. Incorporated by reference to Exhibit 1.1 of the Amendment No. 1 on Form 8 to Application or Report Filed Pursuant to Section 12, 13 or 15(d) of the Securities Exchange Act of 1934, dated October 4, 1988 (File No. 0-17187) 5.1** Opinion Letter of Barack, Ferrazzano, Kirschbaum & Perlman regarding the validity of certain of the securities being registered 5.2**** Opinion Letter of Barack, Ferrazzano, Kirschbaum & 5 Perlman regarding the validity of certain of the securities being registered 10.1** Registration Rights Agreement by and between Logic Devices Incorporation, Star Semiconductor Corporation and Credit Managers Association of California, dated April 14, 1995 10.2** Form of Warrant to purchase an aggregate of 31,850 shares of Common Stock 23.1**** Consent of Barack, Ferrazzano, Kirschbaum & Perlman (included as part of Exhibit 5.2) 23.2** Consent of Meredith Cardozo 24.1*** Powers of Attorney (included on signature page)
* Previously filed ** 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 BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN 333 WEST WACKER DRIVE, SUITE 2700 CHICAGO, ILLINOIS 60606 TELEPHONE: (312) 984-3100 FAX: (312) 984-3150 October 25, 1995 Logic Devices Incorporated 628 East Evelyn Avenue Sunnyvale, California 94086 Ladies and Gentlemen: We have acted as counsel to Logic Devices Incorporated (the "Corporation") in connection with the preparation of a Registration Statement on Form S-3 (the "Registration Statement") filed on or about August 30, 1995, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), and various amendments thereto. Amendment Number 2 includes 31,850 shares (the "Securities") of common stock, no par value, of the Corporation which may be issued in connection with the exercise of certain warrants (the "Warrants"), which are in addition to the 75,000 shares of common stock initially covered by the Registration Statement. We have examined original or photostatic or certified copies of such records of the Corporation, including its Restated Articles of Incorporation and bylaws, certificates of officers of the Corporation and of public officials and the Warrants and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies. We have also made inquiries of officers and employees of the Corporation and of such others as deemed necessary for purposes of this opinion. While we have reviewed the California General Corporation Law, we call your attention to the fact that our firm only requires lawyers to be qualified to practice law in the State of Illinois and, in rendering the following opinions, we assume such statute will be construed and interpreted in a fashion comparable to that of the Illinois Business Corporation Act. Based upon such examination and inquiries and subject to the assumptions stated, we are of the opinion that when the Warrants are properly exercised, and when the Securities have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the Warrants, then, subject to the final terms of the Securities being in compliance with then applicable law, the Registration Statement being currently effective and compliance with the blue sky laws of various jurisdictions, the Securities will be legally issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement. Very truly yours, BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN -----END PRIVACY-ENHANCED MESSAGE-----