Form S-8

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 of 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 STOCK INCENTIVE 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    550,000    $4.11    $2,233,000    $287

 

(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 30, 2001 (File No. 333-74336), January 30, 2002 (File No. 333-81696) and March 12, 2003 (File No. 333-103766) 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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