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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Electronic Designs, Inc.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
22942D 10 6
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(CUSIP Number)
Joseph G. Warren, Jr.
Vice President Finance, Secretary
Bowmar Instrument Corporation
3601 E. University Drive
Phoenix, Arizona 85034
602/437-1520
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 9, 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 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 and 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).
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CUSIP NO. 22942D 10 6 Page 2 of 4 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Bowmar Instrument Corporation
35-0905052
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
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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
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7 SOLE VOTING POWER
NUMBER OF SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -----------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING -----------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12 CHECK BOX 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)
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14 TYPE OF REPORTING PERSON (See Instructions)
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CUSIP NO. 22942D 10 6 Page 3 of 4 Pages
13D
AMENDMENT NO. 1
Bowmar Instrument Corporation ("Bowmar") hereby amends and
supplements the statement on Schedule 13D originally filed by Bowmar on May 13,
1998 (the "Schedule 13D"), with respect to the Common Stock, par value $0.01 per
share ("EDI Common Stock") of Electronic Designs, Inc., a Delaware corporation
("EDI"). Except as expressly stated herein, there have been no material changes
in the information set forth in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented as follows:
On June 9, 1998, Bowmar and Technology Funding Partners III, L.P. executed an
Amended and Restated Voting Agreement (the "Amended Voting Agreement") to revise
the Irrevocable Proxy to delete provisions which were deemed inconsistent with a
pooling of interests accounting treatment for the Merger.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and restated as follows:
Pursuant to the Amended Voting Agreement and concurrently with the execution of
the Amended Voting Agreement, Technology Funding granted an Irrevocable Proxy to
Bowmar to vote the Shares and any New Shares (as defined in the Amended Voting
Agreement), at every meeting of the stockholders of EDI called with respect to
any of the following matters, and at every adjournment thereof, and on every
action or approval by written consent of EDI's stockholders with respect to any
of the following matters: (i) in favor of approval of the Merger Agreement and
the Merger and any matter necessary for consummation of the Merger; and (ii) 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 Bowmar, to permit Bowmar to vote such Shares and
New Shares directly.
Pursuant to the Amended Voting Agreement, Technology Funding may not transfer,
sell, exchange, pledge or otherwise dispose of or encumber any of the Shares.
The Amended Voting Agreement and the Irrevocable Proxy terminate on the earlier
of (i) the Effective Time (as defined in the Merger Agreement), or (ii) the
termination of the Merger Agreement pursuant to Article VII thereof.
The description set forth above of the terms of the Amended Voting Agreement and
the Irrevocable Proxy does not purport to be a complete statement of the
parties' rights and obligations, and is qualified in its entirety by reference
to the Amended Voting Agreement, which is set forth as Exhibit 4 to this
Amendment No. 1 to the Schedule 13D. Reference is made to such agreement for a
complete description of the terms and provisions thereof and the agreement of
the parties thereunder. All capitalized terms not defined herein shall have the
meaning prescribed in the Amended Voting Agreement.
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CUSIP NO. 22942D 10 6 Page 4 of 4 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and supplemented by the addition of the
following:
4. Amended and Restated Voting Agreement, dated as of June 9, 1998,
by and between Bowmar Instrument Corporation, an Indiana corporation, and
Technology Funding Partners III, L.P., in its capacity as a stockholder of
Electronic Designs, Inc. (incorporated herein by reference to Exhibit 9.1 to the
Issuer's Registration Statement on Form S-4, Registration No. 333-56565, filed
June 11, 1998).
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.
June 16, 1998
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Date
BOWMAR INSTRUMENT CORPORATION
By: /s/ Joseph G. Warren, Jr.
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Name: Joseph G. Warren, Jr.
Title: Vice President Finance, Secretary
