UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

Washington, D.C. 20549

 

**FORM 10-K/A**

**Amendment No. 2**

 

[X] Annual ReportPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

**For the FiscalYear Ended September 30, 2010**

or

[   ]Transition Report Pursuant to Section 13 or 15(d) of the Securities ExchangeAct of 1934

For the TransitionPeriod ______ to ______

 

Commission FileNumber

**0-17187**

 

**LOGIC DEVICESINCORPORATED**

(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 registeredpursuant to Section 12(b) of the Act : **NONE**

 

Securities registeredpursuant to Section 12(g) of the Act: **Common Stock, no par value**

 

Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined in Rule 405 of the Securities Act. Yes[   ]  No [X]

 

Indicate by check mark if the registrant is not required tofile report pursuant to Section 13 or Section 15(d) of the Act. 

Yes [   ]  No [X]

 

Indicate by check mark whether the registrant (1) has filedall reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports) and (2) has been subjectto such filing requirements for the past 90 days. Yes [X]  No [   ]

 

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K is not contained herein, and will not becontained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. [   ]

 

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See definitions of “large accelerated filer,” “acceleratedfiler,” 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 the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act). Yes [   ]  No[X]

 

The aggregate market value of the voting and non-votingcommon stock held by non-affiliates computed by reference to the closing priceof the common stock as of March 31, 2010, the last day of the registrant’s mostrecently completed second quarter was $6,499,900.

 

As of December 23, 2010, the Registrant had 7,398,172 sharesof its common stock issued and outstanding.

----

 

 

**EXPLANATORYNOTE**

 

This Amendment No. 1 to the Annual Report on Form 10-K/Ais being filed as Amendment No. 1 to the Annual Report on Form 10-K for thefiscal year ended September 30, 2010 for LOGIC Devices Incorporated. ThisAnnual Report on Form 10-K/A is filed with the Securities and ExchangeCommission solely for the purpose of revising paragraph 4 of Exhibit 31.1 andExhibit 31.2, the Certifications of the President and Chief Financial Officer,to include additional references to their responsibilities for establishing andmaintaining internal control over financial reporting.

----

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, as amended, the registrant has duly causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 

LOGIC DEVICES INCORPORATED

 
| Dated:  May 6, 2011 | By:   /s/  William  J.  Volz                         |
|---------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |                                                                                                                                                                                             | William  J. Volz, President and

Principal  Executive Officer |

 

Pursuant to the requirements of the Securities Exchange Actof 1934, as amended, this report has been signed below by the following personsin the capacities and on the dates indicated.

 
| Signature                                                                                                                                                         |   | Title                                                                           |   | Dated

  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------|--------|---------------|
|   /s/  William  J. Volz           

    William  J. Volz           |   | President  and Director

(Principal  Executive Officer)

                  |   | May 6, 2011   |
|   /s/  Kimiko  Milheim         

    Kimiko  Milheim                         |   | Chief  Financial Officer

(Principal  Financial and Accounting Officer)

  |   | May 6, 2011   |
|   /s/  Howard  L. Farkas       

    Howard  L. Farkas

                          |   | Chairman  of the Board of Directors

                                      |   | May 6, 2011   |
|   /s/  James  T. Hooper         

    James  T. Hooper

                |   | Director                                                                        |   | May 6, 2011   |
|   /s/  Hal  Shoemaker            

    Hal  Shoemaker

  |   | Director                                                                        |   | May 6, 2011   |
|   /s/  Robert  Stanley             

    Robert  Stanley |   | Director                                                                        |   | May 6, 2011   |
|                                                                                                                                                              |   |                                                                            |   |          |