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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 18)*
Logic Devices Incorporated
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
541402 10 3
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(CUSIP Number)
Joshua S. Kanter, Chicago Investments, Inc., 333 West Wacker Drive, Suite 2700
Chicago, Illinois 60606 (312) 984-3120
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 1, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
SEC 1746 (11-03)
CUSIP NO. 541402 10 3 13D
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1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Chicago Investments, Inc. (83-0326134)
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
N/A
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e) [ ]
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6. Citizenship or Place of Organization
State of Delaware
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7. Sole Voting Power
Number of
336,160
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
-0-
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
336,160
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
-0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
336,160 shares
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
4.98%
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14. Type of Reporting Person (See Instructions)
CO
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ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the shares of common stock, no par value per
share (the "Common Stock"), of Logic Devices Incorporated, a California
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 1320 Orleans Drive, Sunnyvale, California 94089.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule is being filed by Chicago Investments, Inc., a Delaware
corporation ("CII" or the "Reporting Person"). The principal place of business
and principal office of CII is 8000 Towers Crescent Drive, Suite 1300, Vienna,
Virginia 22182. CII's principal business is investing in public securities.
The names and business addresses of the officers and directors of CII
are listed on Exhibit A attached hereto. All of said individuals are United
States citizens.
Neither the Reporting Person nor any of the parties listed on Exhibit A
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or fining any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
N/A
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person has consummated a number of transactions since the
filing of Amendment 17 to Schedule 13D on January 12, 2005, including the
following sales on the open market during the last 60 days. On June 30, 2005,
the Reporting Person sold 5,000 shares of Issuer's Common Stock on the open
market for $6,400 ($1.28 Per Share). On July 1, 2005, the Reporting Person sold
5,000 shares of Issuer's Common Stock on the open market for $6,250 ($1.25 per
share). Following the July 1, 2005 transactions, the Reporting Person no longer
beneficially owns 5.0% or more of the Issuer's Common Stock, and accordingly,
this Amendment No. 18 is the final amendment to the Schedule 13D and is an exit
filing.(1)
The Reporting Person has no present plan or proposal which relates to
or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
-----------------------
(1) The Reporting Person recently discovered that on May 1, 2001, it had
purchased 10 shares of the Issuer's Common Stock at $1.11 per share.
Accordingly, Amendment Nos. 9-17 to the Reporting Person's Schedule 13D filing
inadvertently underreported by 10 shares the number of shares of Issuer's Common
Stock beneficially owned by the Reporting Person. This 10 share discrepancy had
no material bearing on the disclosures contained in Amendment Nos. 9-17 or on
the percentage of Issuer's Common Stock owned by the Reporting Person at such
times and was unknown to the Reporting Person, its officers, its directors or
its counsel prior to this filing.
3
(d) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) AMOUNT BENEFICIALLY OWNED- 336,160 shares
PERCENT OF CLASS- 4.98%
(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON
HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT
THE VOTE- 336,160 shares
(ii) SHARED POWER TO VOTE OR TO DIRECT
THE VOTE- - 0 -
(iii) SOLE POWER TO DISPOSE OR TO DIRECT
THE DISPOSITION OF- 336,160 shares
(iv) SHARED POWER TO DISPOSE OR TO
DIRECT THE DISPOSITION OF- - 0 -
(c) DESCRIPTION OF TRANSACTIONS
The first paragraph under Item 4 is incorporated herein.
(d) OTHER PERSONS
None.
(e) DATE OF CESSATION
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
between the Reporting Person and any other person with respect to any securities
of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Officers and Directors of Chicago Investments, Inc.
4
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 14, 2005
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Date
CHICAGO INVESTMENTS, INC.
By: /s/ Joshua S. Kanter
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Its: President
EXHIBIT A
OFFICERS AND DIRECTORS OF CHICAGO INVESTMENTS, INC.
I. Directors
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Name Business Address
---- ----------------
Solomon A. Weisgal 120 South Riverside Plaza, Suite 1620
Chicago, Illinois 60606
Joshua S. Kanter 333 West Wacker Drive
Suite 2700
Chicago, Illinois 60606
II. Officers
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Name Position Business Address
---- -------- ----------------
Joshua S. Kanter President 333 West Wacker Drive
Suite 2700
Chicago, Illinois 60606
Linda Gallenberger Secretary 6340 South 3000 East, Suite 330
Salt Lake City, Utah 84121
Robert Mauer Vice President 8000 Towers Crescent Drive,
and Treasurer Suite 1300
Vienna, Virginia 22182