Registration Statement on Form S-8

As filed with the Securities and Exchange Commission on March 12, 2003.

 

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)

 

VINOD K. AGARWAL

President and

Chief Executive Officer

LogicVision, Inc.

101 Metro Drive, Third Floor

San Jose, California 95110

(408) 736-6900

  

Copy to:

STANTON D. WONG

Pillsbury Winthrop LLP

2550 Hanover Street

Palo Alto, California

94304-1115

(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

    

$1.48

  

$185,000

    

$15


(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 6, 2003.

 


 

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) and January 30, 2002 (File No. 333-81704) 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, 2002.

 

(2)  Registrant’s Current Report on Form 8-K (File No. 0-31773) filed with the Commission on February 27, 2003.

 

(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).

99.1

  

Amendment No. 1 to the LogicVision, Inc. 2000 Employee Stock Purchase Plan.

 

 

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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 12, 2003.

 

LOGICVISION, INC.

By

 

/s/    VINOD K. AGARWAL          


   

Vinod K. Agarwal,

President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Vinod K. Agarwal and John H. Barnet, 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/    NAVINDRA JAIN        


Navindra Jain

  

Chairman of the

Board of Directors

 

March 12, 2003

/s/    VINOD K. AGARWAL        


Vinod K. Agarwal

  

Director, President and Chief Executive Officer

(Principal Executive Officer)

 

March 12, 2003

/s/    JOHN H. BARNET        


John H. Barnet

  

Vice President of Finance and Chief Financial Officer

(Principal Financial and Accounting Officer)

 

March 12, 2003

/s/    RICHARD C. BLACK        


Richard C. Black

  

Director

 

March 12, 2003

/s/    D. JAMES GUZY        


D. James Guzy

  

Director

 

March 12, 2003

/s/    JON D. TOMPKINS        


Jon D. Tompkins

  

Director

 

March 12, 2003

 

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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).

99.1

  

Amendment No. 1 to the LogicVision, Inc. 2000 Employee Stock Purchase Plan.

 

 

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