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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Bowmar Instrument Corporation
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(Name of Issuer)
Common Stock, $.10 stated value per share
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(Title of Class of Securities)
103025102
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(CUSIP Number)
Frank D. Edwards
Chief Financial Officer
Electronic Designs, Inc.
One Research Drive
Westborough, MA 01581
(508) 366-5151
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 3, 1998
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Continued on the following pages)
(Page 1 of 12 Pages)
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*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 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).
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SCHEDULE 13D
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CUSIP NO. 103025102 Page 2 of 12 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Electronic Designs, Inc. IRS No. 04-3298416
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX 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
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES See response to Item 5
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY See response to Item 5
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See response to Item 5
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
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14 TYPE OF REPORTING PERSON *
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 103025102 Page 3 of 12
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.10 stated value per share
("Common Stock"), of Bowmar Instrument Corporation (the "Issuer"), an Indiana
corporation with its principal executive offices at 5080 N. 40th Street, Suite
475, Phoenix, Arizona 85018.
ITEM 2. IDENTITY AND BACKGROUND.
The address of the principal office and the principal business of
Electronic Designs, Inc., a Delaware corporation ("EDI"), is One Research Drive,
Westborough, MA 01581.
During the last five years, neither EDI nor, to the knowledge of EDI, any
executive officer or director of EDI (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was 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 finding any
violation with respect to such laws.
Attached hereto as Schedule I is a list of the directors and executive
officers of EDI which contains the following information with respect to each
such person:
(a) name;
(b) business address; and
(c) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted.
To the knowledge of EDI, each person identified in Schedule I hereto is a
United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described in Item 5 below, EDI has been given a proxy with respect to,
but has not purchased, shares of Common Stock of the Issuer. EDI has not
expended any funds in connection therewith.
ITEM 4. PURPOSE OF TRANSACTION.
On May 3, 1998, EDI, Bravo Acquisition Subsidiary (the "Acquisition
Subsidiary") and the Issuer entered into an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which Acquisition Subsidiary, a wholly-owned
subsidiary of the Issuer, agreed to merge with and into EDI (the "Merger"), with
EDI being the surviving corporation and a wholly-owned subsidiary of the Issuer.
As an inducement to EDI to enter into the Merger Agreement, the Issuer and a
certain shareholder of the Issuer (the "Shareholder") entered into a voting
agreement with EDI dated as of May 3, 1998 (the "Voting Agreement") pursuant to
which, among other things, the Shareholder appointed EDI its proxy to vote
certain shares of Common Stock held by such Shareholder with respect to certain
matters relating to the Merger, as more fully described in Item 5 below.
Except as set forth above or in Item 5, EDI does not have any plans or
proposals concerning the Issuer with respect to the matters set forth in
subparagraphs (a) through (j) of Item 4 of this Schedule.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Pursuant to the Voting Agreement, the Shareholder appointed EDI its proxy
to vote the shares of Common Stock held by such Shareholder with respect to
certain matters relating to the Merger. As of April 30, 1998, the Shareholder
owned an aggregate of 1,495,866 shares of Common Stock and the proxy given to
EDI applied to all of such shares.
The proxy described above generally gives EDI the right to vote the shares
of Common Stock to which it applies (i) in favor of approval of the Merger
Agreement and the Merger and any matter necessary for consummation of the
Merger; (ii) against (x) approval of any Bowmar Takeover Proposal (as defined in
the Merger Agreement) and (y) any proposal for any action or agreement that
would result in a breach of any covenant, representation or warranty or any
other obligation or agreement of the Issuer or Acquisition Subsidiary under the
Merger Agreement or which could result in any of the conditions of the Company's
or Acquisition Subsidiary's obligations under the Merger Agreement not being
fulfilled, and (z) any action which could reasonably be expected to impede,
interfere with, delay, postpone or materially adversely affect consummation of
the transactions contemplated by the Merger Agreement; and (iii) in favor of any
other matter necessary for consummation of the transactions contemplated by the
Merger Agreement which is considered at any such meeting of stockholders or in
such consent, and in connection therewith to execute any documents which are
necessary or appropriate in order to effectuate the foregoing or, at the request
of EDI, to permit EDI to vote such shares of capital stock directly.
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CUSIP NO. 103025102 Page 4 of 12
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Except as described above, neither EDI nor, to the knowledge of EDI, any
person named in Schedule I beneficially owns any shares of Common Stock or has
effected any transactions in Common Stock during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth under Items 4 and 5 above and the Exhibit
attached hereto is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following document is filed an exhibit to this statement:
Exhibit 1. Voting Agreement dated as of May 3, 1998 by and among EDI,
Acquisition Subsidiary, the Issuer and the shareholder of the Issuer named on
the signature page thereto.
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CUSIP NO. 103025102 Page 5 of 12
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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.
Dated: May 11, 1998 By: /s/ Frank D. Edwards
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Frank D. Edwards, Senior Vice President
and Chief Financial Officer
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CUSIP NO. 103025102 Page 6 of 12
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SCHEDULE I
The name and present principal occupation or employment of each executive
officer and Director of EDI is set forth below. The business address of each
person is set forth below, and the address of the corporation or organization in
which such employment is conducted is the same as his business address. All of
the persons listed below are U.S. citizens. No person is a controlling
shareholder of EDI.
DIRECTORS
FRANK D. EDWARDS. Mr. Edwards has been the Senior Vice President of
Finance, Chief Financial Officer, and Secretary of the Company since October
1995. Mr. Edward's business address is: Electronics, Designs, Inc., One Research
Drive, Westborough, MA 01581.
THOMAS J. TOY. Mr. Toy has been a director of the Company since May 1990.
Mr. Toy currently serves as Group Vice President of Technology Funding Inc. and
is a partner of Technology Funding Ltd. Mr. Toy's business address is:
Technology Funding Partners III, L.P., 2000 Alameda de las Pulgas, Suite 250,
San Mateo, CA 94403.
DONALD F. MCGUINNESS. Mr. McGuinness has been the full-time Chairman of the
Board, President, and Chief Executive Officer of the Company since October 1995.
Mr. McGuinness' business address is: Electronic Designs, Inc., One Research
Drive, Westborough, MA 01581.
NORMAN T. HALL. Dr. Hall has been a director of the Company since October
1995. Dr. Hall is a partner in Alliant Partners, an investment banking firm
specializing in mergers, acquisitions, and divestitures, as well as private debt
and equity financings for growth or acquisition. Dr. Hall's business address is:
Alliant Partners, 435 Tasso Street, Suite 305, Palo Alto, CA 94301.
THOMAS A. SCHULTZ. Mr. Schultz has been a director of the Company since
February 1986, and served as Chairman of the Board and Chief Executive Officer
until October 1995. Currently, Mr. Schultz is the President of Schultz, Lovato
and Co., a business management services company. Mr. Schultz's business address
is: 833 Orchid Place, Los Altos, CA 94024.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
KENNETH K. BUCKLEY. Mr. Buckley is the Vice President and Director of Sales
and Marketing for Memory Products and has overall responsibility for the
Company's Memory Group's sales activities. Mr. Buckley's business address is:
Electronic Designs, Inc., One Research Drive, Westborough, MA 01581.
DANIEL R. DOYLE. Mr. Doyle is the Vice President and General Manager of
Display Products, and has overall responsibility for group operations. Mr. Doyle
joined EDI in 1986 as western area sales manager. Mr. Doyle's business address
is: Electronic Designs, Inc., One Research Drive, Westborough, MA 01581.
FRANK MUSCOLINO. Mr. Muscolino is Vice President and General Manager of the
Federal Products Division with overall responsibility for group operations. Mr.
Muscolino's business address is: Electronic Designs, Inc., One Research Drive,
Westborough, MA 01581.
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CUSIP NO. 103025102 Page 7 of 12
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EXHIBIT 1
VOTING AGREEMENT
This Voting Agreement (the "Agreement") is made and entered into as of
May 3, 1998, by and between Electronic Designs, Inc., a Delaware corporation
("EDI"), and the undersigned stockholder (the "Stockholder") of Bowmar
Instrument Corporation, an Indiana corporation (the "Company").
RECITALS
A. Concurrently with the execution of this Agreement, EDI, the
Company and Acquisition Subsidiary, a Delaware corporation and a wholly-owned
subsidiary of the Company ("Sub"), have entered into an Agreement and Plan of
Merger (the "Merger Agreement") which provides for the merger (the "Merger") of
Sub with and into EDI. Pursuant to the Merger, shares of common stock of EDI
will be converted into common stock of the Company on the basis described in the
Merger Agreement.
B. The Stockholder is the record holder and beneficial owner (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of such number of shares of the outstanding common stock,
stated value $.10 per share, of the Company as is indicated on the final page of
this Agreement (the "Shares").
C. EDI desires the Stockholder to agree, and the Stockholder is
willing to agree, not to transfer or otherwise dispose of any of the Shares, or
any other shares of capital stock of the Company acquired hereunder and prior to
the Expiration Date (as defined in Section 1.1 below, except as otherwise
permitted hereby), and to vote the Shares and any other such shares of capital
stock of the Company in a manner so as to facilitate consummation of the Merger,
as provided herein.
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
1. AGREEMENT TO RETAIN SHARES.
1.1 TRANSFER AND ENCUMBRANCE. Other than as provided herein,
until the Expiration Date, Stockholder shall not hereafter (a) sell, tender,
transfer, pledge, encumber, assign or otherwise dispose of any of the Shares or
New Shares (as defined in Section 1.2 below), (b) deposit any Shares or New
Shares into a voting trust or enter into a voting agreement or arrangement with
respect to such Shares or New Shares or grant any proxy or power of attorney
with respect thereto, (c) enter into any contract, option or other arrangement
or undertaking with respect to the direct or indirect sale, transfer, pledge,
encumbrance, assignment or other disposition of any Shares or New Shares, or (d)
take any action that would make any representation or warranty of Stockholder
contained herein untrue or incorrect or have the effect of preventing or
disabling Stockholder from performing Stockholder's obligations under this
Agreement. As used herein, the term "Expiration Date" shall mean the earlier to
occur of (i) the Effective Time (as defined in the Merger Agreement); and (ii)
such date and time as the Merger Agreement shall be terminated pursuant to
Article VII thereof.
1.2 ADDITIONAL PURCHASES. Stockholder agrees that any shares
of capital stock of the Company that Stockholder purchases or with respect to
which Stockholder otherwise acquires beneficial ownership after the execution of
this Agreement and prior to the Expiration Date ("New Shares") shall be subject
to the terms and conditions of this Agreement to the same extent as if they
constituted Shares.
2. AGREEMENT TO VOTE SHARES. At every meeting of the stockholders
of the Company called with respect to any of the following matters, and at every
adjournment thereof, and on every action or approval by written consent of the
stockholders of the Company with respect to any of the following matters,
Stockholder shall vote the Shares and any New Shares: (i) in favor of approval
of the Merger Agreement and the Merger and any matter necessary for consummation
of the Merger; (ii) against (x) approval of any Bowmar Takeover Proposal (as
defined in the Merger Agreement) and (y) any proposal for any action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company or Sub under the
Merger Agreement or which could result in any of the conditions of the Company's
or Sub's obligations under the Merger Agreement not being fulfilled, and (z) any
action which could reasonably be expected to impede, interfere with, delay,
postpone or materially adversely affect consummation of the transactions
contemplated by the Merger Agreement; and (iii) in favor of any other matter
necessary for consummation of the transactions contemplated by the Merger
Agreement which is considered at any such meeting of stockholders or in such
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CUSIP NO. 103025102 Page 8 of 12
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consent, and in connection therewith to execute any documents which are
necessary or appropriate in order to effectuate the foregoing or, at the request
of EDI, to permit EDI to vote such Shares and New Shares directly.
3. IRREVOCABLE PROXY. By execution of this Agreement, Stockholder
does hereby appoint and constitute EDI, until the Expiration Date, with full
power of substitution and resubstitution, as Stockholder's true and lawful
attorney and irrevocable proxy, to the full extent of the undersigned's rights
with respect to the Shares and any New Shares, to vote each of such Shares and
New Shares solely with respect to the matters set forth in Section 2 hereof.
Stockholder intends this proxy to be irrevocable and coupled with an interest
hereafter until the Expiration Date and hereby revokes any proxy previously
granted by Stockholder with respect to the Shares.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF STOCKHOLDER.
Stockholder hereby represents, warrants and covenants to EDI as follows:
4.1 DUE AUTHORITY. Stockholder has full power, corporate or
otherwise, and authority to execute and deliver this Agreement and to perform
his obligations hereunder. This Agreement has been duly executed and delivered
by or on behalf of Stockholder and constitutes a legal, valid and binding
obligation of Stockholder, enforceable against Stockholder in accordance with
its terms.
4.2 NO CONFLICT; CONSENTS. (a) The execution and delivery of
this Agreement by Stockholder do not, and the performance by Stockholder of the
obligations under this Agreement and the compliance by Stockholder with any
provisions hereof do not and will not, (i) conflict with or violate any law,
statute, rule, regulation, order, writ, judgment or decree applicable to
Stockholder or the Shares, (ii) conflict with or violate Stockholder's charter,
bylaws, partnership agreement or other organizational documents, if applicable,
or (iii) result in any breach of or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, or result
in the creation of a lien or encumbrance on any of the Shares pursuant to, any
note, bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which Stockholder is a party or
by which Stockholder or the Shares are bound.
(b) The execution and delivery of this Agreement by
Stockholder do not, and the performance of this Agreement by Stockholder will
not, require any consent, approval, authorization or permit of, or filing with
or notification to, any governmental or regulatory authority by Stockholder
except for applicable requirements, if any, of the Exchange Act, and except
where the failure to obtain such consents, approvals, authorizations or permits,
or to make such filings or notifications, could not prevent or delay the
performance by Stockholder of his or her obligations under this Agreement in any
material respect.
4.3 OWNERSHIP OF SHARES. Stockholder (i) is the beneficial
owner of the Shares, which at the date hereof are, and at all times up until the
Expiration Date will be, free and clear of any liens, claims, options, charges,
proxies or voting restrictions or other encumbrances, except as set forth on
Schedule A attached hereto, and (ii) does not beneficially own any shares of
capital stock of the Company other than the Shares.
4.4 NO SOLICITATIONS. Hereafter until the Expiration Date,
Stockholder shall not, nor, to the extent applicable to Stockholder, shall it
permit any of its affiliates to, nor shall it authorize any partner, officer,
director, advisor or representative of, Stockholder or any of its affiliates to,
(i) solicit, initiate or knowingly encourage the submission of, any inquiries,
proposals or offers from any person relating to a Bowmar Takeover Proposal, (ii)
enter into any agreement with respect to a Bowmar Takeover Proposal, (iii)
solicit proxies or become a "participant" in a "solicitation" (as such terms are
defined in Regulation 14A under the Exchange Act) with respect to a Bowmar
Takeover Proposal or otherwise encourage or assist any party in taking or
planning any action that would compete with, restrain or otherwise serve to
interfere with or inhibit the timely consummation of the Merger in accordance
with the terms of the Merger Agreement, (iv) initiate a stockholders' vote or
action by consent of the Company's stockholders with respect to a Bowmar
Takeover Proposal, or (v) become a member of a "group" (as such term is used in
Section 13(d) of the Exchange Act) with respect to any voting securities of the
Company that takes any action in support of a Bowmar Takeover Proposal.
5. NO LIMITATION ON DISCRETION AS DIRECTOR. Notwithstanding
anything herein to the contrary, the covenants and agreements set forth herein
shall not prevent Stockholder or his representatives or designees who are
serving on the Board of Directors of the Company from exercising his or their
duties and obligations as a Director of the Company or otherwise taking any
action, subject to the applicable provisions of the Merger Agreement, while
acting in such capacity as a director of the Company.
6. ADDITIONAL DOCUMENTS. Stockholder hereby covenants and agrees
to execute and deliver any additional documents necessary or desirable, in the
reasonable opinion of EDI to carry out the intent of the Agreement.
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CUSIP NO. 103025102 Page 9 of 12
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7. CONSENT AND WAIVER. Stockholder hereby gives any consents or
waivers that are reasonably required for the consummation of the Merger under
the terms of any agreements to which Stockholder is a party or pursuant to any
rights Stockholder may have.
8. TERMINATION. This Agreement shall terminate and shall have no
further force or effect as of the Expiration Date.
9. MISCELLANEOUS.
9.1 SEVERABILITY. If any term or other provision of this
Agreement is determined to be invalid, illegal or incapable of being enforced by
any rule of law or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible to the fullest extent permitted by applicable law in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled to the
extent possible.
9.2 BINDING EFFECT AND ASSIGNMENT. This Agreement and all of
the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but,
except as otherwise specifically provided herein, neither this Agreement nor any
of the rights, interests or obligations of the parties hereto may be assigned by
either party without the prior written consent of the other.
9.3 AMENDMENTS AND MODIFICATIONS. This Agreement may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto.
9.4 SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF. The parties
hereto agree that irreparable damage would occur in the event any provision of
this Agreement was not performed in accordance with the terms hereof or was
otherwise breached. It is accordingly agreed that the parties shall be entitled
to specific relief hereunder, including, without limitation, an injunction or
injunctions to prevent and enjoin breaches of the provisions of this Agreement
and to enforce specifically the terms and provisions hereof, in any state or
federal court in the State of Delaware, in addition to any other remedy to which
they may be entitled at law or in equity. Any requirements for the securing or
posting of any bond with respect to any such remedy are hereby waived.
9.5 NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram or facsimile (with confirmation of receipt), or sent
by mail (registered or certified mail, postage prepaid, return receipt
requested) or overnight courier (prepaid) to the respective parties as follows:
If to EDI: Electronic Designs, Inc.
One Research Drive
Westborough, MA
Attention: Donald F. McGuinness
with a copy to: Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
Attention: Thomas P. Storer, P.C.
If to the Stockholder: To the address for notice set forth
on the last page hereof
with a copy to: Bryan Cave LLP
700 Thirteenth Street, N.W.
Washington, DC 20005
Attention: LaDawn Naegle, Esq.
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CUSIP NO. 103025102 Page 10 of 12
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or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective upon receipt.
9.6 GOVERNING LAW; JURISDICTION AND VENUE. This Agreement
shall be governed by, and construed in accordance with, the internal laws of the
State of Delaware without regard to its rules of conflict of laws. The parties
hereto hereby irrevocably and unconditionally consent to and submit to the
exclusive jurisdiction of the courts of the State of Delaware and of the United
States of America located in such state (the "Delaware Courts") for any
litigation arising out of or relating to this Agreement and the transactions
contemplated hereby (and agree not to commence any litigation relating thereto
except in such courts), waive any objection to the laying of venue of any such
litigation in the Delaware Courts and agree not to plead or claim in any
Delaware Court that such litigation brought therein has been brought in any
inconvenient forum.
9.7 ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with
respect to such subject matter.
9.8 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
9.9 EFFECT OF HEADINGS. The section headings herein are for
convenience only and shall not affect the construction of interpretation of this
Agreement.
9.10 NO AGREEMENT UNTIL EXECUTED. Irrespective of negotiations
among the parties or the exchanging of drafts of this Agreement, this Agreement
shall not constitute or be deemed to evidence a contract, agreement, arrangement
or understanding between the parties hereto unless and until (i) the Board of
Directors of the Company has approved, for purposes of Section 23-1-43-18 of the
Indiana Business Corporation Law and any applicable provision of the Company's
Articles of Incorporation, the possible acquisition of the Shares by EDI
pursuant to this Agreement, (ii) the Merger Agreement is executed by all parties
thereto, and (iii) this Agreement is executed by all parties hereto.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the date and year first above written.
ELECTRONIC DESIGNS, INC.
By: /s/ Donald F. McGuinness
----------------------------------------
Name: Donald F. McGuinness
Title: President
STOCKHOLDER:
By: /s/ Edward A. White
----------------------------------------
Edward A. White
Stockholder's Address for Notice:
3601 E. University Drive
--------------------------------------------
Phoenix, AZ 85134
--------------------------------------------
Shares beneficially owned:
1,495,866 shares of Common Stock of Bowmar
Instrument Corporation
12
