UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of
Earliest Event Reported): November 5, 2004
LOGICVISION, INC.
(Exact name of
registrant as specified in its charter)
Delaware
(State or Other Jurisdiction
of Incorporation) |
|
0-31773
(Commission File Number) |
|
94-3166964
(I.R.S. Employer
Identification Number) |
25 Metro Drive, Third Floor San Jose, CA
(Address of principal executive offices) |
|
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95110
(Zip Code) |
(408) 453-0146
(Registrant’s
telephone number,
including area code)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the
registrant under any of the following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [_] |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [_] |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [_] |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
Explanatory Note:
The
purpose of this Amendment No. 1 to Current Report on Form 8-K is to note that the
disclosure in Item 2.01 regarding the Registrant’s borrowings under its loan agreement
shall also deemed to be disclosed pursuant to Item 2.03(a) of Form 8-K and to provide
further disclosure under Item 2.03(a).
Item 1.01 Entry into
a Material Definitive Agreement.
On
November 5, 2004, at the closing of its acquisition of SiVerion, Inc. (“SiVerion”)
described in Item 2.01 below, LogicVision, Inc. (“LogicVision”) entered into a
Registration Rights Agreement with the former stockholders of SiVerion listed therein
(the “Registration Rights Agreement”) granting certain registration rights. Under the
Registration Rights Agreement, LogicVision agreed that, subject to certain exceptions, it
will use its reasonable efforts to file, and cause to become effective on or prior to May
5, 2005, a registration statement with the Securities and Exchange Commission covering
the resale of the 1,999,991 shares of common stock, $0.0001 par value, of LogicVision
(“LogicVision Common Stock”) issued to the former stockholders of SiVerion pursuant to
the Merger (as defined in Item 2.01 below).
The
foregoing description of the Registration Rights Agreement is qualified in its entirety
to the full text of the Registration Rights Agreement, a copy of which is attached hereto
as an exhibit and which is incorporated herein by reference.
Item 2.01 Completion
of Acquisition or Disposition of Assets.
On
November 5, 2004, Signal Acquisition Corporation (“Merger Subsidiary”), a Delaware
corporation and wholly owned subsidiary of LogicVision, was merged with and into
SiVerion, a Delaware corporation, pursuant to the terms of the Agreement and Plan of
Merger, dated October 13, 2004, by and among LogicVision, Merger Subsidiary and SiVerion
(the “Merger Agreement”). The merger of Merger Subsidiary with and into SiVerion (the
“Merger”) became effective on November 5, 2004 (the “Effective Time”).
As
of the Effective Time, (i) Merger Subsidiary ceased to exist; (ii) SiVerion became a
wholly owned subsidiary of LogicVision; (iii) each share of common stock of SiVerion (the
“SiVerion Common Stock”) outstanding immediately prior to the Effective Time was
converted into the right to receive $0.025639 in cash and 0.036751 of a share of
LogicVision Common Stock (together, “the Common Consideration”); (iv) each share of
Series A-1 and Series A-2 Preferred stock (the “SiVerion Preferred Stock” and, together
with the SiVerion Common Stock, the “SiVerion Capital Stock”) issued in May 2002 and
outstanding immediately prior to the Effective Time was converted into the right to
receive the Common Consideration, $0.133497 in cash and 0.191357 of a share of
LogicVision Common Stock; (v) each share of SiVerion Preferred Stock issued in January
2003 and outstanding immediately prior to the Effective Time was converted into the right
to receive the Common Consideration, $0.127571 in cash and 0.182862 of a share of
LogicVision Common Stock; and (vi) each share of SiVerion Preferred Stock issued in
February 2003 and outstanding immediately prior to the Effective Time was converted into
the right to receive the Common Consideration, $0.127130 in cash and 0.182231 of a share
of LogicVision Common Stock. The consideration described in (iii) - (vi) above is
referred to in this Current Report as the “Closing Merger Consideration.”
The
former stockholders of SiVerion are receiving, in the aggregate, approximately $1.4
million in cash and 1,999,991 shares of LogicVision Common Stock as Closing Merger
Consideration, and certain debt holders of SiVerion received, in the aggregate,
approximately $0.6 million in cash upon the closing, bringing the cash portion of the
purchase price payable upon closing to $2 million. As security for the rights of
LogicVision to indemnification under the Merger Agreement for certain liabilities, $0.6
million of the $1.4 million in cash has been placed into escrow until November 5, 2006.
The $2 million cash portion of the purchase price was provided from borrowings under
LogicVision’s loan agreement with a bank.
In
addition to the Closing Merger Consideration, an aggregate of up to $2 million (the
“Additional Cash Consideration”) may be payable with respect to the SiVerion Capital
Stock (on an as-converted basis immediately prior to the Effective Time) if, and only if,
the average closing price of the LogicVision Common Stock for the ten trading days
immediately prior to November 5, 2006 is less than $3.00 per share. The Additional Cash
Consideration, if any, will be
calculated by multiplying 2 million by the difference between $3.00 and the average
closing price, but in no event will the Additional Cash Consideration be greater than $2
million.
Also
on November 5, 2004, the subsequent merger of SiVerion with and into LogicVision (the
“Second Step Merger”) became effective pursuant to the terms of the Merger Agreement, and
SiVerion ceased to exist.
The
Merger and the Second Step Merger are intended to constitute one integrated transaction
for federal income tax purposes and to qualify as a reorganization within the meaning of
section 368 of the Internal Revenue Code.
As
described in Item 1.01 above, in connection with the closing of the Merger, LogicVision
entered into a Registration Rights Agreement with the former stockholders of SiVerion
listed therein granting certain registration rights. Under the Registration Rights
Agreement, LogicVision agreed that, subject to certain exceptions, it will use its
reasonable efforts to file, and cause to become effective on or prior to May 5, 2005, a
registration statement with the Securities and Exchange Commission covering the resale of
the 1,999,991 shares of LogicVision Common Stock issued to the former stockholders of
SiVerion pursuant to the Merger.
SiVerion
is provider of parametric yield analysis solutions.
The
foregoing description of the Merger Agreement is qualified in its entirety to the full
text of the Merger Agreement, a copy of which is attached hereto as an exhibit and which
is incorporated herein by reference.
| Item 2.03
|
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Creation
of Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant. |
(a)
As described in Item 2.01, the $2 million cash portion of the purchase price was provided
from borrowings under LogicVision’s loan agreement with a bank. Together with other
borrowings, the aggregate amount outstanding under the loan agreement was approximately
$4 million as of the date of this Current Report.
Item 3.02
Unregistered Sales of Equity Securities.
Under
the terms of the Merger Agreement described in Item 2.01 above, LogicVision issued an
aggregate of 1,999,991 shares of its Common Stock to the former stockholders of SiVerion
at the closing of the Merger. These shares were issued in reliance upon the exemption
from registration provided by Section 4(2) of the Securities Act of 1933 and Regulation D
promulgated thereunder.
| Item 5.02
|
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers. |
Effective
November 5, 2004, in connection with LogicVision’s acquisition of SiVerion, Gregg Adkin
was appointed to the Board of Directors of LogicVision. Mr. Adkin was previously a member
of the Board of Directors of SiVerion and a beneficial owner of approximately 34% of
SiVerion’s outstanding capital stock.
Item 9.01. Financial
Statements and Exhibits
(a)
Financial Statements of Business Acquired.
Financial
statements of SiVerion have not been included herein but are expected to be included in
an amendment to this Current Report on Form 8-K to be filed not later than 71 days after
the date that this Current Report on Form 8-K is required to be filed.
(b)
Pro Forma Financial Information.
Pro
forma financial statements have not been included herein but are expected to be included
in an amendment to this Current Report on Form 8-K to be filed not later than 71 days
after the date that this Current Report on Form 8-K is required to be filed.
(c)
Exhibits.
| Exhibit No. |
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Description |
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2.1* |
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Agreement
and Plan of Merger, dated as of October 13, 2004, by and among LogicVision,
Inc., Signal Acquisition Corporation and SiVerion, Inc. |
| |
The following
exhibits and schedules to the Agreement and Plan of Merger have been omitted.
LogicVision will furnish copies of the omitted exhibits and schedules to
the Commission upon request. |
| |
Exhibit A |
|
Form
of Lock-Up Agreement |
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Exhibit B |
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Form
of Stockholder Certificate |
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Exhibit C |
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Form
of Registration Rights Agreement |
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Exhibit D-1 |
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Form
of Non-Competition and Non-Solicitation Agreement with
Thomas Martis |
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Exhibit D-2 |
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Form
of Non-Competition and Non-Solicitation Agreement with S.
Jaffer Hussain |
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Exhibit E |
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Form
of FIRPTA Certificate |
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Exhibit F |
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Form
of Opinion of Osborn Maledon, P.A. |
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Exhibit G |
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Form
of Escrow Agreement |
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Exhibit H |
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Form
of Employment Agreement with Thomas Martis |
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Exhibit I |
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Form
of Employment Agreement with S. Jaffer Hussain |
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Exhibit J |
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Form
of Second Step Certificate of Merger |
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Exhibit K |
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Form
of Opinion of Pillsbury Winthrop LLP |
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Schedule 2.2
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Options
and Shares Subject to Acceleration |
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Schedule 6.1(o)
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Permitted
Payments |
| 99.1*
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|
Registration
Rights Agreement, dated as of November 5, 2004, by and among LogicVision,
Inc. and the former stockholders of SiVerion, Inc. listed therein. |
| |
The following
schedule to the Registration Rights Agreement has been omitted. LogicVision
will furnish copies of the omitted schedule to the Commission upon request.
|
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Schedule A -
List of Stockholders of SiVerion, Inc. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated:
November 12, 2004
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LOGICVISION, INC.
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By: |
/s/ Bruce M. Jaffe
Bruce M. Jaffe
Vice President of Finance and
Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. |
|
|
Description |
| |
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|
|
2.1* |
|
|
Agreement
and Plan of Merger, dated as of October 13, 2004, by and among LogicVision,
Inc., Signal Acquisition Corporation and SiVerion, Inc. |
| |
The following
exhibits and schedules to the Agreement and Plan of Merger have been omitted.
LogicVision will furnish copies of the omitted exhibits and schedules to
the Commission upon request. |
| |
Exhibit A
|
|
Form of Lock-Up
Agreement |
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Exhibit B
|
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Form of Stockholder
Certificate |
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Exhibit C
|
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Form of Registration
Rights Agreement |
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Exhibit D-1
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Form of Non-Competition
and Non-Solicitation Agreement with Thomas Martis |
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Exhibit D-2
|
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Form of Non-Competition
and Non-Solicitation Agreement with S. Jaffer Hussain |
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Exhibit E
|
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Form of FIRPTA
Certificate |
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Exhibit F
|
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Form of Opinion
of Osborn Maledon, P.A. |
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Exhibit G
|
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Form of Escrow
Agreement |
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Exhibit H
|
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Form of Employment
Agreement with Thomas Martis |
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Exhibit I
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Form of Employment
Agreement with S. Jaffer Hussain |
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Exhibit J
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Form of Second
Step Certificate of Merger |
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Exhibit K
|
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Form of Opinion
of Pillsbury Winthrop LLP |
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Schedule
2.2 |
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Options and
Shares Subject to Acceleration |
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Schedule
6.1(o) |
|
Permitted
Payments |
| 99.1*
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|
|
Registration
Rights Agreement, dated as of November 5, 2004, by and among LogicVision,
Inc. and the former stockholders of SiVerion, Inc. listed therein. |
| |
The following
schedule to the Registration Rights Agreement has been omitted. LogicVision
will furnish copies of the omitted schedule to the Commission upon request.
|
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Schedule
A - List of Stockholders of SiVerion, Inc. |