As filed with the Securities and Exchange Commission on March 17, 2004.
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
LOGICVISION, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
94-3166964 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| LogicVision, Inc. 101 Metro Drive, Third Floor San Jose, California |
95110 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
LOGICVISION, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
| JAMES T. HEALY President and Chief Executive Officer LogicVision, Inc. 101 Metro Drive, Third Floor San Jose, California 95110 (408) 453-0146 |
Copy to: STANTON D. WONG Pillsbury Winthrop LLP 2475 Hanover Street Palo Alto, California 94304-1114 (650) 233-4500 | |
| (Name, address and telephone number, including area code, of agent for service) |
CALCULATION OF REGISTRATION FEE
| Title of Securities To Be Registered |
Amount To Be Registered(1) |
Proposed Maximum Offering Price per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee | ||||
| Common Stock, $0.0001 par value | 125,000 | $4.11 | $513,750 | $66 | ||||
| (1) | Calculated pursuant to General Instruction E to Form S-8. |
| (2) | Pursuant to Rule 457(h)(1), the proposed maximum offering price per share and the registration fee has been computed on the basis of the average of the high and low prices of the Common Stock on the Nasdaq National Market on March 11, 2004. |
The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.
INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
General Instruction E Information
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.
Registrant’s Form S-8 Registration Statements filed with the Securities and Exchange Commission on November 8, 2001 (File No. 333-73008), January 30, 2002 (File No. 333-81704) and March 12, 2003 (File No. 333-103767) are hereby incorporated by reference.
Part II
Incorporation of Documents by Reference
The following documents previously filed by Registrant with the Commission are hereby incorporated by reference in this Registration Statement:
(1) Registrant’s Annual Report on Form 10-K (File No. 0-31773) for the year ended December 31, 2003.
(2) Registrant’s Current Report on Form 8-K (File No. 0-31773) filed with the Commission on February 17, 2004.
(3) The description of Registrant’s Common Stock contained in Registrant’s registration statement on Form 8-A, filed October 13, 2000 pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
EXHIBITS
| Exhibit Number |
Exhibit | |
| 5.1 | Opinion of Pillsbury Winthrop LLP. | |
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Accountants. | |
| 23.2 | Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1). | |
| 24.1 | Power of Attorney (see page 2). | |
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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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on March 17, 2004.
| LOGICVISION, INC. | ||
| By | /s/ James T. Healy | |
| James T. Healy President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James T. Healy and Bruce M. Jaffe, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:
| Signature |
Title |
Date | ||
| /s/ James T. Healy James T. Healy |
Director, President and Chief Executive Officer (Principal Executive Officer) |
March 17, 2004 | ||
| /s/ Bruce M. Jaffe Bruce M. Jaffe |
Vice President of Finance and Chief Financial Officer (Principal Financial and Accounting Officer) |
March 17, 2004 | ||
| /s/ Vinod K. Agarwal Vinod K. Agarwal |
Chairman of the Board of Directors |
March 17, 2004 | ||
| /s/ Richard C. Black Richard C. Black |
Director | March 17, 2004 | ||
| /s/ D. James Guzy D. James Guzy |
Director | March 17, 2004 | ||
| /s/ Navindra Jain Navindra Jain, Ph.D. |
Director | March 17, 2004 | ||
| /s/ Richard C. Yonker Richard C. Yonker |
Director | March 17, 2004 | ||
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INDEX TO EXHIBITS
| Exhibit Number |
Exhibit | |
| 5.1 | Opinion of Pillsbury Winthrop LLP. | |
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Accountants. | |
| 23.2 | Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1). | |
| 24.1 | Power of Attorney (see page 2). | |
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