UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

**FORM 10-K/A**

**Amendment No. 1**

 

[X] Annual Report Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

**For the Fiscal Year Ended September 30, 2011**

or

[   ] Transition Report Pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period ______ to ______

 

Commission File Number

**0-17187**

 

**LOGIC DEVICES INCORPORATED**

(Exact name of registrant as specified in its charter)

 
| **California**          | **94-2893789**                       |
|-------------------------|--------------------------------------|
| (State of Incorporation | (I.R.S. Employer Identification No,) |

 

**1375 Geneva Drive, Sunnyvale, CA 94089**

(Address of principal executive offices, including ZipCode)

 

**(408) 542-5400**

(Registrant’s telephone number, including Area Code)

 

Securities registered pursuant to Section 12(b) of theAct : **NONE**

 

Securities registered pursuant to Section 12(g) of theAct: **Common Stock, no par value**

 

Indicate by check mark if theregistrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes [   ]  No [X]

 

Indicate by check mark if theregistrant is not required to file report pursuant to Section 13 or Section15(d) of the Act. 

Yes [   ]  No[X]

 

Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor 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 whetherthe registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes [X]  No [   ]

 

Indicate by check mark if disclosureof delinquent filers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in PartIII of this Form 10-K or any amendment to this Form 10-K. [   ]

 

Indicate by check mark whetherthe registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See definitions of“large accelerated filer,” “accelerated filer,” and “smaller reporting company”in Rule 12b-2 of the Exchange Act.

 
| Large accelerated filer  [   ]                                             | Accelerated filer  [   ]

  |
|-------------------------------------------------------------------------------------------|-------------------------------------------------|
| Non-accelerated filer  [   ] (Do not check if a smaller reporting company) | Smaller reporting company [X]                   |

 

Indicate by check whether theregistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes [   ]  No [X]

 

The aggregate market value ofthe voting and non-voting common stock held by non-affiliates computed byreference to the closing price of the common stock as of March 31, 2011, thelast business day of the registrant’s most recently completed second quarterwas $2,520,711 (based upon a total of 4,847,521 shares held by non-affiliatesat the closing price of $0.52 per share at March 31, 2011).

 

As of December 29, 2011, the registranthad 8,918,166 shares of its common stock issued and outstanding.

 

 

**EXPLANATORY NOTE**

 

This Amendment No. 1 to theAnnual Report on Form 10-K/A for the fiscal year ended September 30, 2011 forLOGIC Devices Incorporated is being filed with theSecurities and Exchange Commission solely for the purpose of includinginformation that was to be incorporated by reference from our definitive proxystatement pursuant to Regulation 14A of the Securities and Exchange Act of1934. The definitive proxy statement was not filed within 120 days of ourfiscal year ended September 30, 2011 and we are therefore amending and restatingthe following items contained herein in their entirety.

 

***CAUTIONARY STATEMENT***

 

*This Annual Report on Form10-K contains forward-looking statements which include, but are not limited to,statements concerning projected revenues, expenses, gross margin, net income,market acceptance of our products, the competitive nature of and anticipatedgrowth in our markets, our ability to achieve further product integration, thestatus of evolving technologies and their growth potential, the timing and acceptanceof new product introductions, the adoption of future industry standards, ourproduction capacity, our ability to migrate to smaller process geometries, andthe need for additional capital. These forward-looking statements are based onour current expectations, estimates, and projections about our industry,management’s beliefs, and certain assumptions made by management. Words such as“anticipates,” ”appears,” “expects,” “intends,” “plans,” “believes,” “seeks,”“estimates,” “may,” “will,” and variations of these words or similarexpressions are intended to identify forward-looking statements. In addition,any statements that refer to expectations, projections, or othercharacterizations of future events or circumstances, including any underlyingassumptions, are forward-looking statements. These statements are notguarantees of future performance and are subject to risks, uncertainties, andassumptions that are difficult to predict. Therefore, actual results coulddiffer materially and adversely from those results expressed in anyforward-looking statements, as a result of various factors, some of which arelisted under the section, “Item 1A - Risk Factors,” of our Annual Report onForm 10-K filed on December 29, 2011. We undertake no obligation to revise or update publicly any forward-lookingstatements for any reason, except as required by law.*

 

 

**PART III**

 

Item 10. DIRECTORS,EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 

**Identification of Directors and Executive Officers**

 

As of January 30, 2012, the current directors and executive officers of LOGICare set forth below. All directors hold office until the next Annual Meeting ofShareholders, or until their successors have been elected and qualified. Ourofficers are appointed by our Board of Directors and hold office until theirdeath, resignation, or removal from office. Our directors and executive officersare not related to each other.

 
| **Name**          | ** ** | **Position Held**                                | ** ** | **Age**    | ** ** | **In Position Since** |
|-------------------|------------|--------------------------------------------------|------------|------------|------------|-----------------------|
| ** **        | ** ** | ** **                                       | ** ** | ** ** | ** ** | ** **            |
| Howard L. Farkas  |       | Chairman of the Board                            |       | 87         |       | 1983                  |
| James T. Hooper   |       | Director                                         |       | 77         |       | 2010                  |
| Hal Shoemaker     |       | Director                                         |       | 66         |       | 2010                  |
| Robert C. Stanley |       | Director                                         |       | 60         |       | 2010                  |
| William J. Volz   |       | President, Chief Executive Officer, and Director |       | 64         |       | 1983                  |
| Kimiko Milheim    |       | Chief Financial Officer and Corporate Secretary  |       | 41         |       | 1999*                 |
|              |       |                                             |       |       |       |                  |

 

* Ms. Milheim served asan independent consultant for our Company for briefperiods during part of 2004 and 2007. During all other periods, she was anemployee of our Company.

 

HOWARD L. FARKAS has been adirector of our Company since our inception in 1983. Mr. Farkas is president ofFarkas Group, Inc., a company that provides management services to variousbusiness interests. He is the sole owner, chairman, president and managingbroker of Windsor Gardens Realty, Inc., a residential real estate brokeragecompany, which he co-founded in 1964. He serves as an outside director inprivately-held Northwestern Engineering Company, and as a director/manager fora number of privately-held oil and gas exploration and development companiesowned by him and family members. Additionally, Mr. Farkas has extensive priorexperience in serving on boards of directors, including certain of their keystanding committees.  Most notably, Mr. Farkas served as a director ofSynthetech, Inc. and chairman of its audit committee for over twenty yearsuntil Synthetech, Inc. merged into a subsidiary of W.R. Grace & Company. Healso served as a director of Navidec Financial Services, Inc. for approximatelyfour years until it changed its business operations and corporate name to TwoRivers Water Company. Mr. Farkas is a valuable addition to our Board due to hisdepth of strategic, commercial, and senior management experience and hisdetailed knowledge of our Company’s history and development having served as amember of our Board for over 29 years.

JAMES T. HOOPER has served asowner and consultant of Hooper’s Contract Management Services, a firm whichdevelops and provides quality management systems for semiconductor-relatedindustries, since 2001. He retired as director of quality engineering for themanufacturing services group of Advanced Micro Devices in September 2000, butcontinues to serve as a consultant to a number of companies in the industry.Most recently, Mr. Hooper advised Supertex, Inc., a mixed signal semiconductormanufacturer, on ISO14001 2004 management systems and provided training forSolaria Corporation and for Aehr Test Systems, a company which develops andmanufactures burn-in and test equipment for the semiconductor industry. He hasalso held positions of increasing responsibility with Fairchild SemiconductorCorporation, Omnex Corporation, and Supertex, Inc. Mr. Hooper was hired toserve as our Director of Quality in an independent consultant capacity fromJanuary 2008 through February 2010, and oversaw our ISO 9001 and Mil-PRF-38535certifications. Due to his extensive operating, quality and manufacturingexperience, including over 53 years of management and experience in thesemiconductor-related industries, Mr. Hooper is a valuable addition to ourBoard. He has an intimate knowledge of our Company as a formerconsultant.

 

HAL SHOEMAKER has been aprincipal of Cumulative Technologies Corporation, which markets semiconductorpackaging equipment, materials, and services, since 1983. He has extensivesales and marketing experience related to semiconductor manufacturing materialsand equipment. Mr. Shoemaker’s prior experience includes sales of specialty andprecious metals while employed at the Sel-Rex-OMI division of OccidentalPetroleum. He was previously a vice president and director at specialtysemiconductor packaging manufacturer, Hestia Technologies, Inc. From his morethan 40 years in the industry, Mr. Shoemaker is a valuable addition to ourBoard because of his tremendous depth of experience and technical expertise,especially in the area of semiconductor technology, and a strong familiarity withour products.

 

ROBERT STANLEY was a member ofthe New York Mercantile Exchange, now CME Group, as a commodities analystbeginning in 1980. He is part-owner of Mondo Vino, a high end wine and spiritsstore in Denver, Colorado. Mr. Stanley has prior experience serving on boardsof directors, including current service as a trustee for the Fountain ValleySchool of Colorado and as an advisory board member of a new start-up company,DayVine, Inc. Previously, Mr. Stanley served as a committee chairman for theNational Kidney Foundation, and has owned various other businesses. Mr. Stanleyis a valuable addition to our Board due to his depth of strategic andinvestment experience, and his knowledge of the commodities industry.

 

WILLIAM J. VOLZ has served asa director since co-founded our Company in 1983. He has served as our Presidentand Chief Executive Officer since December 1987. Mr. Volz served as our VicePresident of Engineering from August 1983 to December 1987. With over 43 yearsof experience in the semiconductor industry and with our Company, he is avaluable addition to our Board due to his strong leadership skills andextensive operating, strategic, transactional, and senior managementexperience. Additionally, by holding positions of increasing responsibility atour Company, Mr. Volz holds an intimate knowledge and understanding of ourCompany, our complete history, and our vision due to his longevity in theindustry and with us.

 

KIMIKO MILHEIM is our ChiefFinancial Officer and Corporate Secretary. She joined us in November 1999. Ms.Milheim is a Certified Public Accountant, with an M.B.A. degree from the University of California, Irvine. Prior to joining us, she was general accounting manager atArthroCare Corporation, an audit manager at BDO Seidman, LLP, and an in-chargeaccountant with the Office of the California State Auditor.

 

**Section 16(a) BeneficialOwnership Reporting Compliance**

 

Section 16(a) of theSecurities Exchange Act of 1934 requires our executive officers, directors, andpersons who beneficially own 10% or more of a registered class of our equitysecurities to file reports of their ownership of our securities, as well asstatements of changes in such ownership, with us and the Securities andExchange Commission. Based upon written representations received by us from ourofficers, directors, and 10% or greater shareholders, and our review of thestatements of beneficial ownership changes filed with us by our officers,directors, and 10% or greater shareholders during fiscal year 2011, we believeall reporting requirements under Section 16(a) for fiscal year 2011 were met ina timely manner by our directors, executive officers, and greater than 10%beneficial owners with the following exceptions:

 

1.      Mr. Howard Farkas, our Chairman ofthe Board, failed to file a Form 4 for: a common stock purchase of 62,500shares, which was required to be filed on November 11, 2010 and filed 5 dayslate; a common stock purchase of 106,383 shares, which was required to be filedon April 13, 2011 and filed 1 day late; a common stock purchase of 41,667shares, which was required to be filed on August 2, 2011, and filed 120 dayslate; and a common stock purchase of 48,077 shares, which was required to befiled on August 25, 2011 and filed 97 days late.

 

2.      Mr. Robert Stanley, our Director,failed to file a Form 4 for: a common stock purchase of 27,778 shares, whichwas required to be filed on February 2, 2011 and filed 1 day late; a commonstock purchase of 33,333 shares, which was required to be filed on May 3, 2011and filed 268 days late; a common stock purchase of 46,296 shares, which wasrequired to be filed on July 15, 2011 and filed 3 days late; and a common stockpurchase of 48,077 shares, which was required to be filed on August 25, 2011and filed 99 days late.

3.      Mr. William Volz, our President andChief Executive Officer, failed to file a Form 4 for: a common stock purchaseof 83,333 shares, which was required to be filed on December 8, 2010 and filed1 day late; a common stock purchase of 39,062 shares, which was required to befiled on December 29, 2010 and filed 29 days late; and a common stock purchaseof 64,935 shares, which was required to be filed on January 17, 2011 and filed10 days late.

 

**Involvement in LegalProceedings**

 

To our knowledge, none of ourdirectors or executive officers, or any associate of any such director orofficer, is a party adverse to us or any of our subsidiaries or has a materialinterest adverse to us or any of our subsidiaries.

 

**Code of Ethics**

** **

Wepreviously adopted a Code ofBusiness Ethics that applies to our directors and executive officers. The fulltext of the Code of Business Ethics is published on our website, www.logicdevices.com, under the caption, “Corporate Information – About LOGIC– Code of Ethics.” A copy can be obtained free of charge by contactingour Corporate Secretary, c/o LOGIC Devices Incorporated, 1375 Geneva Drive,Sunnyvale, CA 94089.

 

**Consideration of DirectorNominees**

 

There have been no materialchanges to the procedures by which security holders may recommend nominees toour Board of Directors.

 

Our Nominating and Corporate Governance Committee has the responsibility toidentify, evaluate, recruit and recommend qualified candidates to the Board ofDirectors for nomination or election. It will utilize a variety of methods foridentifying and evaluating nominees for director. 

 

In evaluating nominations for candidates for membership on our Board ofDirectors, the Nominating and Corporate Governance Committee will seek toachieve a balance of knowledge, experience, and capability on the Board and toaddress the following membership criteria. Members of the Board should have thehighest professional and personal ethics and values. They should have broadexperience at the policy-making level in business, government, education,technology, or public interest. They should be committed to enhancingshareholder value and should have sufficient time to carry out their duties andto provide insight and practical wisdom based on experience. Their service onother boards of public companies should be limited to a number that permitsthem, given their individual circumstances, to perform responsibly alldirectors' duties. The Nominating and Corporate Governance Committee believes itappropriate for at least one, and, preferably, multiple, members of the Board ofDirectors to meet the criteria for an "audit committee financial expert" asdefined by rules of the SEC, and for a majority of the members of the Board ofDirectors to meet the definition of "independent director" under the NASDAQListing Rules. The Nominating and Corporate Governance Committee also believesit appropriate for key members of our management to participate as members ofthe Board of Directors.

 

One of the Board's objectives is that its membership be composed of experiencedand dedicated individuals with diversity of backgrounds, perspectives andskills. The Nominating and Corporate Governance Committee will select candidatesfor Director based on their character, judgment, diversity of experience,business acumen, and ability to act on behalf of all shareholders. We do nothave a formal diversity policy. However, the Nominating and Corporate GovernanceCommittee endeavors to have a Board representing diverse viewpoints as well asdiverse expertise at policy-making levels in many areas, including business,accounting and finance, healthcare, manufacturing, marketing and sales,education, legal, government affairs, regulatory affairs, research anddevelopment, business development, international aspects of our business,technology, and in other areas that are relevant to our activities. 

 

Prior to each Annual Meeting of Shareholders, the Nominating and CorporateGovernance Committee identifies nominees first by evaluating the currentDirectors who are willing to continue in service. These candidates are evaluatedbased on the criteria described above, including as demonstrated by thecandidate's prior service as a Director, and the needs of the Board of Directorswith respect to the particular talents and experience of its Directors. In theevent that a Director does not wish to continue in service, the Nominating andCorporate Governance Committee determines not to re-nominate the Director, or avacancy is created on the Board of Directors as a result of a resignation orretirement, an increase in the size of the Board or other event, the Committeewill consider various candidates for Board membership, including those suggestedby the Committee members, by other Board of Directors members, by any executivesearch firm engaged by the Committee or by shareholders. The Committee did notpaid fees during the past fiscal year to any third party to identify, evaluate,or to assist in identifying or evaluating, potential nominees, but may determineit necessary in the future. The Committee recommended all of the nominees forelection included in this Proxy Statement. 

 

A shareholder who wishes to suggest a prospective nominee for LOGIC's Board ofDirectors should notify our Corporate Secretary, Kimiko Milheim, in writing withany supporting material the shareholder considers appropriate. In order tonominate a candidate for director, a shareholder must give timely notice inwriting to our Corporate Secretary and otherwise comply with the provisions ofour bylaws. In general, our Bylaws provide that a shareholder's nomination of acandidate for director must be given to our Corporate Secretary not less than 45days prior to the first anniversary of the date of the mailing of materialsregarding the prior year's annual meeting, which mailing date is identifiedabove in this Proxy Statement; unless the date of the next annual meeting ischanged by more than 30 days from the date contemplated at the time of mailingof the prior year's proxy statement, in which case notice must be received areasonable time before.

 

Shareholder nominations should be addressed to: Corporate Secretary, LOGICDevices Incorporated, 1375 Geneva Drive, Sunnyvale, CA 94089.

 

**Audit Committee and Audit Committee Financial Expert**

 

Our Board of Directors has established and appointed a standing Audit Committee.Messrs. Farkas, Shoemaker, and Stanley compose the membership of our AuditCommittee. The Audit Committee reviews our accounting, auditing, financialreporting, and internal control functions and selects our independent registeredpublic accounting firm. The Board of Directors has determined thateach member of our Audit Committee is independent as defined by Rule 5605(a)(2)of the NASDAQ Listing Rules and as defined by Rule 10A-3(b)(1) under theExchange Act.

 

The Board of Directors has made a determination that Howard L. Farkas, Chair of the Audit Committee, qualifies as an auditcommittee financial expert and meets the criteria set forth inItem 407(d)(5)(ii) of Regulation S-K and is  independent as definedby Rule 5605(a)(2) of the NASDAQ Listing Rules. As he previously owned and operated a certified public accountingbusiness, Mr. Farkas has anunderstanding of generally accepted accounting principles and financialstatements and has the ability to assess the general application of suchprinciples in connection with the accounting for estimates, accruals andreserves.

 

ITEM 11. EXECUTIVECOMPENSATION

 

**Summary Compensation Tablefor the Fiscal Years Ended September 30, 2011 and 2010**

 

The following table setsforth, for the fiscal years ended September 30, 2011 and 2010, all compensationpaid to our President and  Chief Financial Officer. We do not have any otherexecutive officers other than as described in this table and these executive officers arereferred to herein as our “named executive officers.” The compensation described in thistable does not include medical, group life insurance, or other benefits whichare available generally to all of our salaried employees.
 

**Name**

** **

**Title**

** **

**Year**

** **

**Salary ($)**

** **

**Total ($)**

 

 

 

 

 

 

 

 

 

William J. Volz

 

President  and Chief Executive Officer

 

2011

 

128,400

 

128,400

 

 

 

 

2010

 

144,500

 

144,500

 

 

 

 

 

 

 

 

 

Kimiko Milheim

 

Chief Financial Officer

 

2011

 

100,800

 

100,800

 

 

 

 

2010

 

130,400

 

130,400

 

 

 

 

 

 

 

 

 

 

* *

*Narrative to SummaryCompensation Table*

 

Our typical executivecompensation components include base salary and variable bonus awards, however,no bonuses were awarded in fiscal years 2011 and 2010. The basesalary of our executive officers is established primarily on the basis of theindividual’s qualifications and relevant experience, the strategic goals forwhich he or she has responsibility, the compensation levels at comparablecompanies, and the incentives necessary to attract and retain qualifiedmanagement. We attempt to set the base salary each year to take into accountthe individual’s performance and to maintain a competitive salary structure.During its review of base salaries for our named executive officers, ourestablishedCompensation Committee primarily considers market data, the individualperformance of each executive officer, and an internal review of the executiveofficer’s compensation, both individually and relative to other executiveofficers.

 

*Employment and OtherAgreements with our Executive Officers*

 

We do not have employment,severance, or change of control agreements with our named executive officers.

 

*Outstanding Equity Awardsat Fiscal Year-End*

 

Our named executive officers do not hold any equityawards and were not granted any equity awards during the fiscal year endedSeptember 30, 2011.

 

*Retirement Benefits*

 

EffectiveSeptember 2005, we established a 401(k) savings plan, where employees are ableto make voluntary contributions and we have the discretion to make matchingcontributions. The plan covers allemployees who meet certain age and service requirements. We cover expensesincurred in connection with the plan. We made no matching contributions infiscal year 2011 and 2010.

 

*Securities Authorized for Issuance Under EquityCompensation Plans*

 

The following table sets forth the position of ourequity compensation plans as of September 30, 2011:

 

** **

** **

**Number of securities to be issued upon  exercise of outstanding options, warrants, and rights**
   
**Weighted-average exercise price of  outstanding options, warrants, and rights**
   
**Number of securities remaining available  for future issuance under equity compensation plans (excluding securities  reflected in first column)**

**Plan Category**

** **

**(#)**

** **

**($/sh)**

** **

** (#)**

 

 

 

 

 

 

 

Equity compensation plans approved by security holders

286,000

 

$1.000 

 

1,075,000

 

 

 

 

 

 

 

Equity compensation plans not approved by security holders

0

 

 

 

0

 

 

 

 

 

 

 

 

 

286,000

 

$1.000 

 

1,075,000

 

 

 

 

 

 

 

 

*Director Compensation*

 

None of our directors receivedcash compensation from us during the fiscal year ended September 30, 2011. 

 

Pursuant to the Amended andRestated LOGIC Devices Incorporated 1998 Director Stock Incentive Plan (the“Director’s Plan”), each non-employee director receives an automatic annualgrant of an option to purchase 15,000 shares of our common stock upon electionor re-election to our Board of Directors. The option vests immediately and hasa five-year term from the date of grant. Directors are reimbursed for expensesincurred in connection with attending meetings of our Board and BoardCommittees. 

 

On March 10, 2011, Messrs.Farkas, Hooper, Shoemaker, and Stanley received the automatic grant of optionsto purchase 15,000 shares of our common stock. These options vested immediatelyand expire on March 10, 2016. The awards were valued at $21,141, which representsthe aggregate grant date fair value of the option awards granted in fiscal year2011 as computed in accordance with FASB ASC Topic 718, Compensation —Stock Compensation. The fair value of each stock option award is estimated onthe date of grant using the Black-Scholes option valuation model. A discussionof the assumptions used in made by us in determining the value of our equityawards may be found in Note 1 to our audited consolidated financial statementsfor the year ended September 30, 2011 included in our Annual Report on Form10-K filed with the SEC on December 29, 2011.

 

Directors who are ouremployees do not receive any fees for their service on our Board of Directors.During the fiscal year ended September 30, 2011, Mr. Volz was our only employeedirector.

 

ITEM 12. SECURITY OWNERSHIPOF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following tables set forththe amount and percentage of our outstanding common stock beneficially owned byeach director, each nominee for director, each executive officer named in theSummary Compensation Table, persons or groups who beneficially own more than 5%of our outstanding common stock, and all of our executive officers anddirectors, as a group, as of December 29, 2011.

 

**Shareholder Known by Us toOwn Over 5% of Our Common Stock**

 

**Name and Address of Beneficial Owner**

** **

** **

** **

**Amount and Nature of Beneficial Ownership**

** **

**Percent of Shares Beneficially Owned (1)**

 

 

 

 

 

 

 

Steven J. Revenig, as Trustee of the Farkas Trusts (2)

 

624,305

 

6.6%

1873 South Bellaire Street, Suite 1000

 

 

 

 

 

 

Denver, Colorado 80222

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)    On December 29, 2011, we had8,918,166 shares of common stock outstanding.

 

(2)    Consists of 14 irrevocable trustsadministered by Mr. Revenig, an independent trustee, the beneficiaries of whichconsist of Mr. Howard L. Farkas and members of his family. Mr. Farkas disclaimsany beneficial ownership of the shares held by Mr. Revenig as trustee for theFarkas Trusts.

 

**Officers and Directors**

 

**Name and Address of Beneficial Owner (1)**

** **

**Nature of Beneficial Ownership**

** **

**Amount and Nature of Beneficial Ownership  (2)**

** **

**Percent of Shares Beneficially Owned (2)**

 

 

 

 

 

 

 

Howard L. Farkas (3)

 

Chairman of the Board

 

1,230,666

 

13.8%

James T. Hooper (4)

 

Director

 

17,500

 

*

Hal Shoemaker (5)

 

Director

 

15,000

 

*

Robert C. Stanley (6)

 

Director

 

501,681

 

5.6%

William C. Volz (7)

 

  President, Chief Executive Officer, and Director

 

1,331,571

 

14.9%

Kimiko Milheim

 

Chief Financial Officer and Corporate Secretary

0

 

*

All directors and executive officers as a group (6 persons)

 

3,096,418

 

  34.7%

 

 

 

 

 

 

 

* Percentage of sharesbeneficially owned does not exceed one percent of issued and outstanding sharesof stock.

 

(1)    Unless otherwise stated, theaddress of each beneficial owner listed on the table is c/o LOGIC DevicesIncorporated, 1375 Geneva Drive, Sunnyvale, CA 94089.

 

(2)    On December 29, 2011, we had8,918,166 shares of common stock issued and outstanding. In computingpercentage ownership of a person, shares of common stock subject to stockoptions and warrants held by that person that are currently exercisable orvested or which become exercisable or vest within 60 days of December 29, 2011are also deemed outstanding and included in the amount of beneficial ownership.These shares, however, are not deemed outstanding for the purposes of computingthe percentage ownership of any other person.

 

(3)    Mr. Farkas is Chairman of the Board.Mr. Farkas beneficially owns 1,155,666 shares of common stock. The amountincludes 75,000 shares of common stock that are issuable upon the exercise ofoptions, which are exercisable within 60 days of December 29, 2011.

 

(4)    Mr. Hooper is a member of our Boardof Directors. Mr. Hooper beneficially owns 17,500 shares of common stockissuable upon exercise of options, which are exercisable within 60 days ofDecember 29, 2011.

 

(5)    Mr. Hooper is a member of our Boardof Directors. Mr. Shoemaker beneficially owns 15,000 shares of common stockissuable upon exercise of options, which are exercisable within 60 days ofDecember 29, 2011.

 

(6)    Mr. Stanley is a member of ourBoard of Directors. Mr. Stanley beneficially owns 501,681 shares of commonstock. The amount includes 15,000 shares of common stock that are issuable uponthe exercise of options, which are exercisable within 60 days of December 29,2011.

 

(7)    Mr. Volz is our President and amember of our Board of Directors. Mr. Volz beneficially owns 1,331,571 sharesof common stock.

 

(8)    Ms. Milheim is our Chief FinancialOfficer and Corporate Secretary. Ms. Milheim beneficially owns no shares ofcommon stock.

 

As of December 29, 2011 thereare no arrangements among our beneficial owners known to management that mayresult in a change in control of our Company.

 

ITEM 13. CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Before we consider enteringinto any transaction in which any executive officer, director, nominee or anyfamily member of the foregoing would have any direct or indirect interest,regardless of the amount involved, the terms of such transaction are presentedto our Board of Directors (other than any interested director) for approval.

 

During the fiscal year endedSeptember 30, 2011, we have raised $550,000 through related party privateplacements of 850,452 shares of our common stock. The transactions are asfollows:

 

**Name of Related Party**

** **

**Position**

** **

**Aggregate Amount of Securities Sold**

** **

**Price Per Share**

** **

**Aggregate Amount Invested**

 

 

 

 

 

 

 

 

 

Howard L. Farkas

 

Chairman of the Board

 

447,397

 

$0.62 

 

$275,000

Robert C. Stanley

 

Director

 

155,484

 

$0.68 

 

$100,000

William J. Volz

 

President,  Chief Executive Officer, and Director

 

247,571

 

$0.71 

 

$175,000

 

 

 

 

 

 

 

 

 

 

 

During the fiscal year endedSeptember 30, 2010, we raised $250,000 through one related party privateplacement to Mr. Volz of 357,143 shares of our common stock.

 

The proceeds from the privateplacements were used for working capital and to fund operations. The shareshave not been registered with the SEC. However, our Chairman of the Board,President, and director received demand registration rights, subject to certainlimitations, and unlimited piggyback registration rights, with respect to theshares. We are only obligated to use its best efforts to obtain an effectiveregistration statement.

 

In addition to the abovedescribed private placements, Mr. Volz has entered into working capital bridgeloans with us, totaling $174,000 as of September 30, 2011. The loans are due ondemand and non-interest bearing. We incurred no related party loans in thefiscal year ended September 30, 2010.

 

**Arrangements orUnderstandings between our Executive Officers or Directors and Others**

 

Except as noted above, thereare no other arrangements or understandings between our executive officers ordirectors and any other person pursuant to which he or she was or is to beselected as a director or officer.
**Director Independence**
As of January 30, 2012, our Board of Directors hasdetermined that Mr. Howard L. Farkas, Mr. Hal Shoemaker, and Mr. Robert Stanleyare "independent directors" as defined by Rule 5605(a)(2) of the NASDAQ ListingRules and the rules under the Securities Exchange Act of 1934. Mr. James T.Hooper is not considered "independent" and defined by Rule 5605(a)(2) of theNASDAQ Listing Rules, and therefore, he is not considered an independentcommittee member of the two committees on which he is appointed, theCompensation Committee and the Nominating and Corporate Governance Committee.

We use the independence standards set forth by Rule5605(a)(2) of the NASDAQ Listing Rules. In reviewing the independence of ourdirectors against these standards, we consider relationships and transactionsbetween each director and members of the director's family with us and ouraffiliates. 

ITEM 14. PRINCIPALACCOUNTANT FEES AND SERVICES

 

Hein & Associates LLP(“Hein”) has audited our financial statements since 2007. Aggregate fees forprofessional services provided to us by Hein for the years ended September 31,2011 and 2010, were as follows:  

* *

*Audit Fees*. The aggregate fees billed for the year endedSeptember 30, 2011 for professional services rendered by Hein for the audit ofour annual financial statements included in our reports on Form 10-K, review ofthe financial statements in our quarterly reports on Form 10-Q, and reviews ofother filings with the SEC were $106,000. The aggregate fees billed by Hein forthe same services for the fiscal year ended September 30, 2010 were $91,200.

 

Hein did not bill for anyother services, except as disclosed above, for the fiscal years ended September30, 2011 and 2010.

 

**Audit Committee’sPre-Approval Policies and Procedures**

 

The Audit Committee hasestablished a policy to pre-approve all auditing services and permittednon-audit services (including fees and terms thereof) provided by ourindependent registered public accounting firm on a case-by-case basis, subjectto the de minimis exceptions for non-audit services described in Section10A(i)(1)(B) of the Exchange Act, which are approved by the Audit Committeebefore the completion of the audit. 100% of the services provided during fiscalyear 2011 were pre-approved.

 

During the approval process,the Audit Committee considered the impact of the types of services and therelated fees on the independence of the independent registered publicaccounting firm. The services and fees were deemed compatible with themaintenance of that firm’s independence, including compliance with rules andregulations of the SEC. 

 

**SIGNATURES**

 

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

LOGIC DEVICES INCORPORATED

 

Dated: January 30, 2012

By:   /s/  William J.  Volz                        

 

 

William J. Volz

President  and Chief Executive Officer

(Principal Executive Officer)

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, as amended, this report has been signedbelow by the following persons on behalf of the registrant and in thecapacities and on the dates indicated.

 

Signature

 

Title

 

  Date

 

  /s/  William J.  Volz           

    William J. Volz

 

President,  Chief Executive Officer, and Director

(Principal Executive Officer)

 

 

January 30, 2012

  /s/  Kimiko  Milheim         

    Kimiko Milheim

 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

January 30, 2012

  /s/  Howard L.  Farkas       

    Howard L. Farkas

 

 

Chairman of the Board of Directors

 

 

January 30, 2012

  /s/  James T.  Hooper         

    James T. Hooper

 

 

Director

 

January 30, 2012

  /s/  Hal  Shoemaker            

    Hal Shoemaker

 

 

Director

 

January 30, 2012

  /s/  Robert C. Stanley             

    Robert C. Stanley

 

Director

 

January 30, 2012

 

 

 

 

 

 

**INDEX TO EXHIBITS**

 

Exhibit No.

 

Description

 

 

 

3.1

 

Restated  Articles of Incorporation dated August 17, 1988 (included as  Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended  December 31, 2004, filed January 26, 2005, and incorporated herein by  reference).

3.2

 

Bylaws, as amended  (included as Exhibit 3.2 to the Quarterly Report on Form 10-Q for the quarter  ended March 31, 2007, filed May 15, 2007, and incorporated herein by  reference).

10.1

 

Lease, dated June  5, 2007, between Gahrahmat Family Limited Partnership I, LP and Registrant  included as Exhibit 99.1 to the Current Report on Form 8-K, filed August 7,  2007, and incorporated herein by reference).

10.2

 

LOGIC Devices  Incorporated Amended and Restated 1998 Director Stock Incentive Plan  (included as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the  quarter ended March 31, 2008, filed May 6, 2008, and incorporated herein by reference).

10.3

 

LOGIC Devices  Incorporated 2007 Employee Stock Incentive Plan (included as Exhibit 10.3 to  the Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed  May 6, 2008, and incorporated herein by reference).

10.4

 

Stock Purchase Agreement dated September  17, 1998 by and between William J. Volz, BRT  Partnership, and Registrant (included as Exhibit 10.18 to the  Annual Report on Form 10-K for the transition period January 1, 1998 to  September 30, 1998, filed January 13, 1999, and incorporated herein by  reference).

10.5

 

Registration Rights Agreement dated September  30, 1998 by and between William J. Volz, BRT  Partnership, and Registrant (included as Exhibit 10.19 to the  Annual Report on Form 10-K for the transition period January 1, 1998 to  September 30, 1998, filed January 13, 1999, and incorporated herein by  reference).

10.6

 

Stock Purchase  Agreement dated September 29, 2010 between William J. Volz and Registrant  (included as Exhibit 10.5 to the Annual Report on Form 10-K for the fiscal  year ended September 30, 2010, filed December 27, 2010, and incorporated  herein by reference).

10.7

 

Registration  Rights Agreement dated September 29, 2010 between William J. Volz and  Registrant (included as Exhibit 10.6 to the Annual Report on Form 10-K for  the fiscal year ended September 30, 2010, filed December 27, 2010, and  incorporated herein by reference).

10.8

 

Stock Purchase  Agreement dated November 9, 2010 between Howard L. Farkas and Registrant  (included as Exhibit 10.5 to the Quarterly Report on Form 10-Q for the  quarter ended December 31, 2010, filed March 3, 2011, and incorporated herein  by reference).

10.9

 

Registration  Rights Agreement dated November 9, 2010 between Howard L. Farkas and  Registrant (included as Exhibit 10.6 to the Quarterly Report on Form 10-Q for  the quarter ended December 31, 2010, filed March 3, 2011, and incorporated  herein by reference).

10.10

 

Stock Purchase  Agreement dated December 6, 2010 between William J. Volz and Registrant  (included as Exhibit 10.7 to the Quarterly Report on Form 10-Q for the  quarter ended December 31, 2010, filed March 3, 2011, and incorporated herein  by reference).

10.11

 

Registration  Rights Agreement dated December 6, 2010 between William J. Volz and  Registrant (included as Exhibit 10.8 to the Quarterly Report on Form 10-Q for  the quarter ended December 31, 2010, filed March 3, 2011, and incorporated  herein by reference).

10.12

 

Stock Purchase  Agreement dated December 9, 2010 between Howard L. Farkas and Registrant (included  as Exhibit 10.9 to the Quarterly Report on Form 10-Q for the quarter ended  December 31, 2010, filed March 3, 2011, and incorporated herein by  reference).

10.13

 

Registration  Rights Agreement dated December 9, 2010 between Howard L. Farkas and Registrant  (included as Exhibit 10.10 to the Quarterly Report on Form 10-Q for the  quarter ended December 31, 2010, filed March 3, 2011, and incorporated herein  by reference).

10.14

 

Stock Purchase  Agreement dated December 27, 2010 between William J. Volz and Registrant  (included as Exhibit 10.11 to the Quarterly Report on Form 10-Q for the  quarter ended December 31, 2010, filed March 3, 2011, and incorporated herein  by reference).

10.15

 

Registration  Rights Agreement dated December 27, 2010 between William J. Volz and  Registrant (included as Exhibit 10.12 to the Quarterly Report on Form 10-Q  for the quarter ended December 31, 2010, filed March 3, 2011, and  incorporated herein by reference).

10.16

 

Stock Purchase  Agreement dated January 13, 2011 between William J. Volz and Registrant  (included as Exhibit 10.16 to the Registration Statement on Form S-1 filed  March 24, 2011, and incorporated herein by reference).

10.17

 

Registration  Rights Agreement dated January 13, 2011 between William J. Volz and Registrant(included  as Exhibit 10.17 to the Registration Statement on Form S-1 filed March 24,  2011, and incorporated herein by reference).

10.18

 

Stock Purchase  Agreement dated January 25, 2011 between William J. Volz and Registrant  (included as Exhibit 10.18 to the Registration Statement on Form S-1 filed  March 24, 2011, and incorporated herein by reference).

10.19

 

Registration  Rights Agreement dated January 25, 2011 between William J. Volz and  Registrant (included as Exhibit 10.19 to the Registration Statement on Form  S-1 filed March 24, 2011, and incorporated herein by reference).

10.20

 

Stock Purchase  Agreement dated January 31, 2011 between Robert C. Stanley and Registrant  (included as Exhibit 10.20 to the Registration Statement on Form S-1 filed  March 24, 2011, and incorporated herein by reference).

10.21

 

Registration  Rights Agreement dated January 31, 2011 between Robert C. Stanley and  Registrant (included as Exhibit 10.21 to the Registration Statement on Form  S-1 filed March 24, 2011, and incorporated herein by reference).

10.22

 

Stock Purchase  Agreement dated February 7, 2011 between Howard L. Farkas and Registrant  (included as Exhibit 10.22 to the Registration Statement on Form S-1 filed  March 24, 2011, and incorporated herein by reference).

10.23

 

Registration  Rights Agreement dated February 7, 2011 between Howard L. Farkas and  Registrant (included as Exhibit 10.23 to the Registration Statement on Form  S-1 filed March 24, 2011, and incorporated herein by reference).

10.24

 

Investment  Agreement dated March 10, 2011 between Dutchess Opportunity Fund, II, L.P.  and Registrant (included as Exhibit 4.1 to the Current Report on Form 8-K,  filed March 15, 2011, and incorporated herein by reference).

10.25

 

Registration  Rights Agreement dated March 10, 2011 between Dutchess Opportunity Fund, II,  L.P. and Registrant (included as Exhibit 4.2 to the Current Report on Form  8-K, filed March 15, 2011, and incorporated herein by reference).

10.26

 

Stock Purchase  Agreement dated April 11, 2011 between Howard L. Farkas and Registrant  (included as Exhibit 10.26 to the Registration Statement on Form S-1 filed  July 1, 2011, and incorporated herein by reference).

10.27

 

Registration  Rights Agreement dated April 11, 2011 between Howard L. Farkas and Registrant  (included as Exhibit 10.27 to the Registration Statement on Form S-1 filed  July 1, 2011, and incorporated herein by reference).

10.28

 

Stock Purchase  Agreement dated April 29, 2011 between Robert C. Stanley and Registrant  (included as Exhibit 10.28 to the Registration Statement on Form S-1 filed  July 1, 2011, and incorporated herein by reference).

10.29

 

Registration  Rights Agreement dated April 29, 2011 between Robert C. Stanley and  Registrant (included as Exhibit 10.29 to the Registration Statement on Form  S-1 filed July 1, 2011, and incorporated herein by reference).

10.30

 

Stock Purchase  Agreement dated July 13, 2011 between Robert Stanley and Registrant (included  as Exhibit 10.30 to the Quarterly Report on Form 10-Q for the quarter ended June  30, 2011, filed July 22, 2011, and incorporated herein by reference).

10.31

 

Registration  Rights Agreement dated July 13, 2011 between Robert Stanley and Registrant (included  as Exhibit 10.31 to the Quarterly Report on Form 10-Q for the quarter ended June  30, 2011, filed July 22, 2011, and incorporated herein by reference)..

10.32

 

Stock Purchase  Agreement dated July 14, 2011 between Howard L. Farkas and Registrant (included  as Exhibit 10.32 to the Quarterly Report on Form 10-Q for the quarter ended June  30, 2011, filed July 22, 2011, and incorporated herein by reference).

10.33

 

Registration  Rights Agreement dated July 14, 2011 between Howard L. Farkas and Registrant (included  as Exhibit 10.33 to the Quarterly Report on Form 10-Q for the quarter ended June  30, 2011, filed July 22, 2011, and incorporated herein by reference).

10.34

 

Stock Purchase  Agreement dated July 29, 2011 between Howard L. Farkas and Registrant (included  as Exhibit 10.34 to the Annual Report on Form 10-K for the fiscal year ended September  30, 2011, filed December 29, 2011, and incorporated herein by reference).

10.35

 

Registration  Rights Agreement dated July 29, 2011 between Howard L. Farkas and Registrant  (included as Exhibit 10.35 to the Annual Report on Form 10-K for the fiscal  year ended September 30, 2011, filed December 29, 2011, and incorporated  herein by reference).

10.36

 

Stock Purchase  Agreement dated August 23, 2011 between Howard L. Farkas and Registrant (included  as Exhibit 10.36 to the Annual Report on Form 10-K for the fiscal year ended  September 30, 2011, filed December 29, 2011, and incorporated herein by  reference).

10.37

 

Registration  Rights Agreement dated August 23, 2011 between Howard L. Farkas and  Registrant (included as Exhibit 10.37 to the Annual Report on Form 10-K for  the fiscal year ended September 30, 2011, filed December 29, 2011, and  incorporated herein by reference).

10.38

 

Stock Purchase  Agreement dated August 23, 2011 between Robert C. Stanley and Registrant (included  as Exhibit 10.38 to the Annual Report on Form 10-K for the fiscal year ended  September 30, 2011, filed December 29, 2011, and incorporated herein by  reference).

10.39

 

Registration  Rights Agreement dated August 23, 2011 between Robert C. Stanley and  Registrant (included as Exhibit 10.39 to the Annual Report on Form 10-K for  the fiscal year ended September 30, 2011, filed December 29, 2011, and  incorporated herein by reference).

10.40

 

Stock Purchase  Agreement dated September 27, 2011 between Richard C. Saunders and Registrant  (included as Exhibit 10.40 to the Annual Report on Form 10-K for the fiscal  year ended September 30, 2011, filed December 29, 2011, and incorporated  herein by reference).

10.41

 

Warrant to  Purchase Common Stock Agreement dated September 27, 2011 between Richard C.  Saunders and Registrant (included as Exhibit 10.41 to the Annual Report on  Form 10-K for the fiscal year ended September 30, 2011, filed December 29,  2011, and incorporated herein by reference).

10.42

 

Stock Purchase  Agreement dated October 18, 2011 between Howard L. Farkas and Registrant (included  as Exhibit 10.42 to the Annual Report on Form 10-K for the fiscal year ended  September 30, 2011, filed December 29, 2011, and incorporated herein by  reference).

10.43

 

Registration  Rights Agreement dated October 18, 2011 between Howard L. Farkas and  Registrant (included as Exhibit 10.43 to the Annual Report on Form 10-K for  the fiscal year ended September 30, 2011, filed December 29, 2011, and  incorporated herein by reference).

10.44

 

Stock Purchase  Agreement dated December 1, 2011 between Robert C. Stanley and Registrant (included  as Exhibit 10.44 to the Annual Report on Form 10-K for the fiscal year ended  September 30, 2011, filed December 29, 2011, and incorporated herein by  reference).

10.45

 

Registration  Rights Agreement dated December 1, 2011 between Robert C. Stanley and  Registrant (included as Exhibit 10.45 to the Annual Report on Form 10-K for  the fiscal year ended September 30, 2011, filed December 29, 2011, and  incorporated herein by reference).

10.46

 

Stock Purchase  Agreement dated December 2, 2011 between Howard L. Farkas and Registrant (included  as Exhibit 10.46 to the Annual Report on Form 10-K for the fiscal year ended  September 30, 2011, filed December 29, 2011, and incorporated herein by  reference).

10.47

 

Registration  Rights Agreement dated December 2, 2011 between Howard L. Farkas and  Registrant (included as Exhibit 10.47 to the Annual Report on Form 10-K for  the fiscal year ended September 30, 2011, filed December 29, 2011, and  incorporated herein by reference).

10.48

 

Stock Purchase  Agreement dated December 7, 2011 between Robert C. Stanley and Registrant (included  as Exhibit 10.48 to the Annual Report on Form 10-K for the fiscal year ended  September 30, 2011, filed December 29, 2011, and incorporated herein by  reference).

10.49

 

Registration  Rights Agreement dated December 7, 2011 between Robert C. Stanley and  Registrant (included as Exhibit 10.49 to the Annual Report on Form 10-K for  the fiscal year ended September 30, 2011, filed December 29, 2011, and  incorporated herein by reference).

10.50

 

Stock Purchase  Agreement dated December 23, 2011 between Howard L. Farkas and Registrant (included  as Exhibit 10.50 to the Annual Report on Form 10-K for the fiscal year ended September  30, 2011, filed December 29, 2011, and incorporated herein by reference).

10.51

 

Registration  Rights Agreement dated December 23, 2011 between Howard L. Farkas and  Registrant (included as Exhibit 10.51 to the Annual Report on Form 10-K for  the fiscal year ended September 30, 2011, filed December 29, 2011, and  incorporated herein by reference).

23.1

 

Consent letter of Hein & Associates LLP  (included as Exhibit 23.1 to the Annual Report on Form 10-K for the fiscal  year ended September 30, 2011, filed December 29, 2011, and incorporated  herein by reference).

31.1

 

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 and 15d-14  (filed herewith).

31.2

 

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and 15d-14  (filed herewith).

32.1

 

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.  Section 1350 (filed herewith).