Item 1.01. Entry into a Material Definitive Agreement.

On November 4, 2005, the Board of Directors of LogicVision, Inc. (the “Company”) approved a separation package for Dr. Vinod K. Agarwal, the Company’s Chairman, Chief Strategist and Secretary, in connection with his resignation from the Company and the Board of Directors.  Under the separation package, Dr. Agarwal will be paid an aggregate of $240,000, of which $10,000 will be payable semi-monthly from November 1, 2005 through February 28, 2006, with the remainder to be paid as a lump-sum payment of $160,000 in March 2006.

Item 2.05. Costs Associated with Exit or Disposal Activities

On November 7, 2005, the Company communicated to affected employees and announced that it is implementing a restructuring plan to reduce its North American workforce by approximately 20% and taking other measures to reduce costs.  The total costs related to the restructuring, primarily through termination benefits for affected employees and lease termination costs, are currently estimated to be approximately $1million, to be incurred over the next three to six months.  One-time termination benefits are estimated to be $0.6 million in cash charges; lease termination costs are estimated to be $0.3 million in cash charges; and other costs, primarily the write off of net book value of property and equipment, are estimated to be $0.1 million.  The Company decided to implement the restructuring plan in order to adjust its operating expenses to a level more consistent with anticipated revenues and to better align expenditures with the Company’s strategy. 

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective November 7, 2005, Dr. Vinod K. Agarwal, the Company’s Chairman, Chief Strategist and Secretary, resigned from the Company and the Board of Directors.

Cautionary Note Regarding Forward-Looking Statements

Except for the historical information contained herein, the matters set forth in this Current Report on Form 8-K, including statements as to the exact size of the workforce reduction, expected total costs relating to the restructuring and timing of the incurrence of those costs, and expected benefits of the restructuring, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including, but not limited to, unanticipated costs, delays or difficulties in implementing the restructuring plan, factors affecting the Company’s ability to realize the anticipated savings from the restructuring plan, and other risks detailed in the Company’s Form 10-K for the year ended December 31, 2004, Form 10-Q for the quarter ended June 30, 2005 and from time to time in the Company’s SEC reports. These forward-looking statements speak only as of the date hereof.  The Company disclaims any obligation to update these forward-looking statements.