UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 <checked-box>ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 1996 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.) 1320 ORLEANS DRIVE SUNNYVALE, CALIFORNIA 94089 (Address of principal executive offices, including Zip Code) (408) 542-5400 (Registrant's telephone number, including Area Code) Securities registered pursuant to Section 12(b) of the Act Title of Class Name of each exchange on which registered NONE NONE 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 April 25, 1997 was approximately $12,243,500. On that date, there were 6,121,750 shares of Common Stock issued and outstanding. Documents Incorporated By Reference: None -- The definitive Proxy Statement for the 1997 Annual Meeting of Shareholders will not be filed on or before May 01, 1997 so the information to be contained therein relating to Items 11, 12 and 13 is also set forth herein. Page 1 of 8 PART III ITEM 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE Furnished below is information with respect to compensation paid or accrued for services in all capacities during the twelve months ended December 31, 1996, to the Company's most highly paid executive officers serving at the end of 1996 whose total annual salary and bonus exceed $100,000: LONG-TERM OTHER COMPENSATION ANNUAL AWARDS NAME AND ANNUAL COMPENSATION Compensation (options) PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($) NO. OF SHARES) William J. Volz.... 1996 $110,374 - - - President and 1995 118,942 - - - Chief Executive 1994 131,904(1) - - - Officer William Jackson.... 1996 96,486 - - - Vice President, 1995 105,756 - - 15,000 Manufacturing 1994 110,558(2) - - 20,000 Todd J. Ashford.... 1996 108,581(3) - - - Chief Financial 1995 99,334(3) - - 7,000 Officer 1994 119,814(3) - - - ________________________ (1) Includes compensation as a result of distributions of common stock under the Company's ESOP to Mr. Volz during 1994 of $12,026 which were valued at the market price at the time of distributions. (2) Includes compensation as a result of distributions of common stock under the Company's ESOP to Mr. Jackson during 1994 of $8,055 which were valued at the market price at the time of distributions. (3) Includes compensation as a result of distributions of common stock under the Company's ESOP to Mr. Ashford during 1994 of $9,383 which were valued at the market price at the time of distributions and also includes compensation consisting of automobile allowances of $6,000 for each of 1994, 1995. and 1996. STOCK OPTIONS The following table sets forth information concerning the Stock Options granted under the 1990 Incentive and Non-Qualified Stock Option Plan during the 1996 fiscal year to the named Executive Officers. The table also sets forth hypothetical gains or potential "option spreads" for those options at the end of their respective ten-year terms. These potential realizable values are based on the assumption that the market price of the Company's common stock will appreciate at a rate of five percent (5%) and ten percent(10%), compounded annually, from the date the option was granted to the last day of the full option term. The actual value realized upon the exercise of these options, if any, will be dependant upon the future performance of the Company's common stock and overall market conditions. During the 1996 fiscal year, no stock appreciation rights were granted to the named Executive Officers. OPTION GRANTS IN LAST FISCAL YEAR POTENTIAL REALIZABLE INDIVIDUAL GRANTS Value at Assumed % of Total Annual Rates of Options Options Exercise Stock Price Granted Granted to Price Appreciation for (No. of Employees in Per Expiration OPTION TERM NAME SHARES) FISCAL YEAR SHARE ($) DATE 5%($) 10%($) William J. Volz.. - - - - - - William Jackson.. - - - - - - Todd J. Ashford.. - - - - - - _____________________ AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE The following table provides information related to the number of stock options exercised during 1996, the number of exercisable and unexercisable options held at December 31, 1996, and the year-end value of exercisable and unexercisable options held at December 31, 1996. VALUE OF UNEXERCISED NUMBER OF IN-THE-MONEY OPTIONS AT SHARES UNEXERCISED OPTIONS FISCAL YEAR END (MARKET ACQUIRED AT FISCAL YEAR-END PRICE OF SHARES LESS ON VALUE(1) (NO. OF SHARES) EXERCISE PRICE) ($)(2)(3) NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE William J. Volz... - - - - - - William Jackson... 5,000 $ 13,750 7,500 7,500 - - Todd J. Ashford. - - 3,500 3,500 - - _______________________ (1) The "value realized" represents the difference between the exercise price of the option shares and the market price of the option shares on the date the option was exercised. The value realized was determined without considering any taxes which may have been owed. (2) "In-the-money" options are options whose exercise price was less than the market price of the common stock at December 29, 1996. (3) Assuming a stock price of $2.188 per share, which was the closing price of a share of the Company's common stock reported on the Nasdaq National Market System on December 29, 1996. COMPENSATION OF DIRECTORS Directors did not receive any cash compensation during 1996 or the previous ten years for either their services as directors or for their services on the various Board committees. As discussed under "Certain Relationships and Related Transactions", three of the current non-employee directors were granted on February 15, 1995 warrants to purchase an aggregate of 220,000 shares of the Company's Common Stock at an exercise price of $2.5625 per share (the last reported Nasdaq transaction price on February 15, 1995). During 1996 the Company extended loans to two of the non-employee director warrant holders to purchase 120,000 shares of Common Stock at the warrant exercise price of $2.5625. The notes mature July 1998 and accrue interest at the reference rate of the Company's primary commercial lender plus 2%. EMPLOYMENT CONTRACTS The Company currently has no employment agreements with any of its employees. None of the Company's executive officers has employment or severance arrangements with the Company. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Howard L. Farkas, William J. Volz and Burton W. Kanter served as members of the Compensation Committee of the Company's Board of Directors during the fiscal year ended December 31, 1996. Mr. Volz was and currently is the Company's President and Chief Executive Officer. Messrs. Farkas and Kanter each received warrants to purchase 100,000 shares of the Company's Common Stock during the fiscal year ended December 31, 1995. See "Certain Relationships and Related Transactions." Mr. Volz is eligible to receive stock under the Company's Incentive and Non-qualified Stock Option Plan. Mr. Volz does not vote on committee matters regarding his salary or option grants and has not received any option grants under the Incentive and Non-qualified Stock Option Plan. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of May 1, 1997, certain information concerning the beneficial ownership of Common Stock and Preferred Stock by each shareholder known by the Company to be the beneficial owner of more than 5%, by each director, by each non-director executive officer and by all executive officers and directors as a group. The persons named in the table have sole voting and investment power with respect to the shares owned by them subject to community property laws where applicable and the information contained in the footnotes to this table. Beneficial Share Percentage NAME AND ADDRESS OWNERSHIP(1) OWNERSHIP(1)(2) 5% SHAREHOLDERS: S.A. Hellerstein Trustee of the Farkas Trusts(3) 749,305(3) 12.2% 1139 Delaware Street Denver, CO 80204 BRT Partnership(4) 319,482 5.2% 120 South Riverside Drive Suite 1420 Chicago, Illinois 60606 Windy City, Inc.(5) 8000 Towers Crescent Drive 500,000 8.2% Suite 1070 Vienna, Virginia 22182 DIRECTORS: Howard L. Farkas 100,000(6) 1.6% 5460 South Quebec Street Suite 300 Englewood, CO 80111 William J. Volz 125,165 2.0% 1320 Orleans Drive Sunnyvale, CA 94089 Albert Morrison, Jr. 20,877(7) 0.3% 9795 South Dixie Highway Miami, FL 33156 Burton W. Kanter 877(8) 0.0% 2 North LaSalle Street Twenty Second Floor Chicago, IL 60602 Bruce B. Lusignan - (8) 0.0% Communication Satellite Planning Center Stanford University Stanford, CA 94305 NON-DIRECTOR EXECUTIVE OFFICERS: William Jackson 10,000(9) 0.2% 1320 Orleans Drive Sunnyvale, CA 94089 Todd J. Ashford 10,691(10) 0.2% 1320 Orleans Drive Sunnyvale, CA 94089 ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP (7 PERSONS) 267,610(11) 4.4% (1) Assumes the exercise of any warrants or options held by such person, but not the exercise of any other person's warrants or options. (2) Assumes 6,121,750 shares of Common Stock outstanding as of May 1, 1997. (3) Consists of 15 irrevocable trusts administered by Mr. Hellerstein, an independent trustee, the beneficiaries of which consist of Mr. Farkas and members of his family. (4) An Illinois general partnership. 25 of the partners of the BRT Partnership are separate and individual trusts commonly and collectively known as the Bea Ritch Trusts administered by Mr. Soloman A. Weisgal, an independent trustee, for the benefit of various members of Mr. Kanter's extended family but excluding Mr. Kanter. (5) The BRT Partnership owns 100% of the outstanding common stock of Windy City, Inc which constitutes all of the currently existing voting stock of Windy City, Inc.. (6) Consisting of 100,000 shares of Common Stock issued to Mr. Farkas upon exercise of certain warrants funded through a loan from the Company, See "Certain Relationships and Related Transactions". Mr. Farkas disclaims any beneficial ownership of the shares held by or issuable to Mr. Hellerstein, as Trustee of the Farkas Trusts. (7) Includes 20,000 shares of Common Stock issued to Mr. Morrison upon exercise of certain warrants funded through a loan from the Company, See "Certain Relationships and Related Transactions". (8) Mr. Kanter disclaims any beneficial ownership of the shares held by BRT Partnership and Windy City, Inc. (9) Such beneficial share ownership reflects an aggregate of 10,000 shares of exercisable options of Common Stock. (10) Such beneficial share ownership reflects an aggregate of 7,000 shares of exercisable options of Common Stock. (11) Such beneficial share ownership reflects an aggregate of 17,000 shares of exercisable options of Common Stock for this group. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Various trusts consisting of 15 separate irrevocable trusts administered by S.A. Hellerstein, the beneficiaries of which consist of Mr. Howard Farkas, the Company's Chairman of the Board, and members of his family (the "Farkas Trusts") and 25 separate irrevocable trusts administered by Solomon A. Weisgal, the beneficiaries of which consist of members of the family of Mr. Burton Kanter, a director of the Company, but do not include Mr. Kanter (the "Bea Ritch Trusts" and, collectively with the Farkas Trusts, the "Trusts") have loaned various amounts to the Company. The various loans were consolidated into a single loan which had an original principal balance of $3,367,913 as of December 31, 1987, and the maturity date of such loan was extended on several occasions. In June 1995 the Company obtained a term loan from its bank for repayment of the entire shareholder loan (principal plus accrued interest). The total principal plus accrued interest paid by the Company on the shareholder loan for the fiscal year ended December 31, 1995 was $863,900 and $44,200, respectively. In connection with various of the loan extensions, the Trusts were issued warrants ("Warrants") to purchase an aggregate of 150,000 shares of Common Stock. As of March 1996, all of the Warrants had been exercised. The exercise price of the Warrants was $3.45 per share (120% of the March 31, 1991 closing bid price of $2.875). The shares underlying the Warrants are registered under the Securities Act. On February 15, 1995, the three then non-employee directors were granted warrants to purchase an aggregate of 220,000 shares of the Company's Common Stock. The exercise price is $2.5625 per share which is the last reported transaction price on the grant date. Mr. Farkas and Mr. Kanter each received warrants to purchase 100,000 shares of the Company's Common Stock for their services as directors and members of the Board's Executive Committee and Mr. Morrison received warrants to purchase 20,000 shares of the Company's Common Stock for his services as an outside director to the Company's Board of Directors. The warrants were approved at a meeting of the Board of Directors on February 15, 1995. Mr. Volz was not present at the meeting. The warrant grants were approved by the shareholders at the 1995 annual meeting of shareholders. The warrant initially issued to Mr. Kanter was transferred by him after the 1995 fiscal year end and is currently outstanding. The warrants issued to Messrs. Farkas and Morrison were exercised in 1996 through financing provided by the Company. The loans are evidenced by promissory notes which are secured by the shares of Common Stock acquired on exercise of the warrants, bear interest at the reference rate, as announced by the Company's primary commercial lender from time to time, plus 2% and mature in July 1998. Any future transactions with the Company's officers, directors or principal shareholders, or any of their affiliates, will be on terms the Board of Directors believe to be no less favorable to the Company than those that could be obtained from an unrelated third party in an arms-length transaction. 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 20 to 34 of the Form 10-K for the fiscal year ended December 31, 1996 ("Form 10-K"). See Index to Consolidated Financial Statements at page 19 of the Form 10-K. (2) Consolidated Financial Statement Schedules appear at pages 39 to 43 of the Form 10-K; see Index to Consolidated Financial Statement Schedules at page 19 of the Form 10-K. (3) The Index to Exhibits appears at page 41 of the Form 10-K. (b) Reports on Form 8-K: During the last quarter of fiscal 1996, the Company filed no Current Report on Form 8-K. 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: April 28, 1996 By: /S/ TODD J. ASHFORD Todd J. Ashford, Chief Financial and Accounting Officer