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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 27, 2005
LOGICVISION, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-31773 94-3166964
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
25 Metro Drive, 3rd Floor San Jose, California 95110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 453-0146
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 27, 2005, the Board of Directors of LogicVision, Inc. (the
"Company") approved accelerating the vesting of all currently unvested stock
options awarded to employees, officers and directors under its stock option
plans that had exercise prices greater than $2.20. The closing price of the
Company's common stock on October 27, 2005, the last trading day before
acceleration, was $1.93. The unvested options to purchase up to approximately
1.5 million additional shares became immediately exercisable as a result of the
vesting acceleration. Typically, stock options granted by the Company vest over
a four year period. The number of shares and exercise prices of the options
subject to the acceleration remain unchanged.
The purpose of the accelerated vesting was to enable the Company to
avoid recognizing in its statement of operations non-cash compensation expense
associated with these options in future periods, upon the expected
implementation of FASB Statement of Financial Accounting Standards No. 123
(Revised 2004), "Share-Based Payment" in January 2006. As a result of the
acceleration, the Company expects to avoid recognition of up to approximately
$1.5 million of compensation expense over the course of the original vesting
periods. Up to approximately $0.9 million of such compensation expense is
expected to be avoided in 2006.
Restrictions will be imposed upon the sale of any shares received
through the exercise of accelerated options held by officers and directors.
Those restrictions will prevent the sale of any shares received from the
exercise of an accelerated option prior to the earlier of the original vesting
date of the option and the individual's termination of employment.
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 1, 2005
LOGICVISION, INC.
By: /s/ Bruce M. Jaffe
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Bruce M. Jaffe
Vice President of Finance and
Chief Financial Officer