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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): August 24, 1998
BOWMAR INSTRUMENT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Indiana 1-4817 35-0905052
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification Number)
Incorporation)
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3601 E. University Drive
Phoenix, Arizona 85034
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (602) 437-1520
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ITEM 5. OTHER EVENTS.
On May 3, 1998, Bowmar Instrument Corporation, an Indiana corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Agreement") with
Electronic Designs, Inc., a Delaware corporation ("EDI"), and Bravo Acquisition
Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of the
Company ("Acquisition Subsidiary"), pursuant to which Acquisition Subsidiary
will merge with and into EDI and EDI will be the surviving, wholly owned
subsidiary corporation of the Company (the "Merger"). The Agreement originally
provided that each issued and outstanding share of EDI's common stock, par
value $.01 per share, would be converted into the right to receive 1.375 shares
of the Company's Common Stock, stated value $0.10 per share, (the "Exchange
Ratio"). On August 24, 1998, the Agreement was amended to provide for a change
in the Exchange Ratio from 1.375 to 1.275 and to make certain other changes.
The parties previously amended the Agreement on June 9, 1998 to make certain
changes, including those concerning the accounting treatment of the Merger. In
connection with the August 24, 1998 amendment, the parties also agreed to
certain changes to accommodate purchase accounting for the Merger.
The foregoing description of the Agreement, the amendments to the Agreement
and the transactions contemplated thereby do not purport to be complete and are
qualified in their entirety by reference to the Agreement (filed as Exhibit 2
to the Company's Current Report on Form 8-K filed on May 6, 1998 and
incorporated herein by reference) and to the amendments filed as Exhibits 2.1
and 2.2 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) The following exhibits are filed with this report:
EX - 2.1. Amendment to Agreement and Plan of Merger, dated as
of June 9, 1998, by and among Bowmar Instrument Corporation, Bravo Acquisition
Subsidiary, Inc. and Electronic Designs, Inc. (Previously filed as Exhibit 2.1A
to the Company's Registration Statement on Form S-4 filed June 11, 1998, and
incorporated herein by this reference).
EX - 2.2. Second Amendment to Agreement and Plan of Merger,
dated as of August 24, 1998, by and among Bowmar Instrument Corporation, Bravo
Acquisition Subsidiary, Inc. and Electronic Designs, Inc.
EX - 99. Joint press release issued by Bowmar Instrument
Corporation and Electronic Designs, Inc. on August 25, 1998.
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SIGNATURES
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 thereunto duly authorized.
BOWMAR INSTRUMENT CORPORATION
Date: August 28, 1998 By: /s/ HAMID SHOKRGOZAR
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Hamid Shokrgozar
President and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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EX - 2.1. Amendment to Agreement and Plan of Merger, dated as of June 9, 1998, by and among Bowmar Instrument Corporation,
Bravo Acquisition Subsidiary, Inc. and Electronic Designs, Inc. (Previously filed as Exhibit 2.1A to the Company's
Registration Statement on Form S-4 filed June 11, 1998, and incorporated herein by this reference).
EX - 2.2. Second Amendment to Agreement and Plan of Merger, dated as of August 24, 1998, by and among Bowmar Instrument
Corporation, Bravo Acquisition Subsidiary, Inc. and Electronic Designs, Inc.
EX - 99. Joint press release issued by Bowmar Instrument Corporation and Electronic Designs, Inc. on August 25, 1998.
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EXHIBIT 2.2
SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This Second Amendment (the "Second Amendment") to Agreement
and Plan of Merger dated as of May 3, 1998 (the "Agreement"), as amended June
9, 1998 (the "First Amendment"), is made and entered into as of August 24, 1998
by and among Bowmar Instrument Corporation ("Bowmar"), Bravo Acquisition
Subsidiary, Inc. ("Acquisition Subsidiary") and Electronic Designs, Inc.
("EDI"). All capitalized terms used herein and not defined shall have the
respective meanings assigned to them in the Agreement.
RECITALS
A. Pursuant to the Agreement, Bowmar, Acquisition
Subsidiary and EDI have made certain agreements in connection with the Merger.
B. The respective Boards of Directors of Bowmar,
Acquisition Subsidiary and EDI have determined that it is in the best interests
of their respective corporations and shareholders to modify the Agreement and,
accordingly, have approved this Second Amendment.
NOW, THEREFORE, in consideration of the mutual covenants set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and in accordance with Section 8.2
of the Agreement, the parties agree as follows:
1. Section 1.3 of the Agreement is hereby amended by deleting
"1.375" in the fifth line thereof and substituting therefor "1.275."
2. The third sentence of Section 1.11(e) of the Agreement which
was added by the First Amendment is hereby deleted in its entirety.
3. Section 1.17 of the Agreement is hereby deleted in its
entirety and replaced with the following:
1.17 VOTING AGREEMENTS. Concurrently with the execution
and delivery of the Second Amendment to the Agreement and Plan
of Merger, dated August 24, 1998, EDI and Bowmar shall cause
those persons set forth on Schedule 1.17(a) to execute and
deliver voting and support agreements in the form attached
hereto as Schedule 1.17(b) agreeing, among other things, to
vote in favor of this Merger Agreement, the Merger and the
transactions contemplated thereby.
4. A new Schedule 1.17(b), as attached to this Second Amendment,
is hereby made a part of the Agreement.
5. Sections 4.13, 5.14 and 5.15 of the Agreement which were added
by the First Amendment are hereby deleted in their entireties.
6. Schedules 4.13 and 5.15 to the Agreement which were added by
the First Amendment are hereby deleted in their entireties.
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IN WITNESS WHEREOF, the undersigned have executed this Second
Amendment to the Agreement as of the date first above written.
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BOWMAR INSTRUMENT CORPORATION ELECTRONIC DESIGNS, INC.
By: /s/ HAMID SHOKRGOZAR By: /s/ DONALD F. MCGUINNESS
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Name: Hamid Shokrgozar Name: Donald F. McGuinness
Title: Chief Executive Officer Title: President
BRAVO ACQUISITION SUBSIDIARY, INC.
By: /s/ HAMID SHOKRGOZAR
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Name: Hamid Shokrgozar
Title: President
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EXHIBIT 99
BOWMAR AND EDI ANNOUNCE
AMENDMENT TO MERGER AGREEMENT
August 25, 1998 9:25 AM EDT
PHOENIX, and WESTBOROUGH, Mass., Aug. 25 -- Bowmar Instrument Corporation
(Bowmar) (Amex: BOM) and Electronic Designs, Inc. (EDI) (Nasdaq: EDIX)
announced today that they have entered into an amendment to the Agreement and
Plan of Merger originally executed on May 3, 1998, to provide that upon
consummation of the Merger each share of common stock of Electronic Designs
will be converted into 1.275 shares of common stock of Bowmar (the "Exchange
Ratio"). The Exchange Ratio had originally been fixed at 1.375. Discussions
between the parties concerning the Exchange Ratio followed EDI's recent
announcement of third quarter results. In connection with the amendment, the
parties also agreed to change the accounting treatment of the Merger from
pooling accounting to purchase accounting. The parties expect to file an
amended registration statement with the Securities and Exchange Commission
shortly and anticipate that the Merger will close in late September or early
October, subject to approval by the stockholders of both companies.
Bowmar, which is headquartered in Phoenix, Arizona, designs, manufactures and
sells state-of-the-art microelectronic, semiconductor memory, and
electromechanical products for a variety of commercial, industrial and military
markets, particularly for telecommunications, data communications equipment and
aerospace. The Company's manufacturing facilities are located in Fort Wayne,
Indiana and Phoenix, Arizona.
EDI designs, manufactures and markets semiconductor memory and flat panel
display products for OEMs in the global commercial, industrial and military
markets, particularly telecommunications, data communications and avionics.
To learn more about Bowmar's business, visit its web site at
www.bowmarinstrument.com.
Information about EDI is accessible through its web site at
www.electronic-designs.com. SOURCE Bowmar Instrument Corporation.
