<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Bowmar Instrument Corporation
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.10 stated value per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
103025102
-------------------------------------------------------
(CUSIP Number)
Frank D. Edwards
Chief Financial Officer
Electronic Designs, Inc.
One Research Drive
Westborough, MA 01581
(508) 366-5151
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 24, 1998
-------------------------------------------------------
(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 9 Pages)
- --------------------------------
*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).
<PAGE> 2
SCHEDULE 13D
- ----------------------- -----------------------
CUSIP NO. 103025102 Page 2 of 9 Pages
- ----------------------- -----------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Electronic Designs, Inc. IRS No. 04-3298416
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) | |
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
| |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES See response to Item 5
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY See response to Item 5
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See response to Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
14 TYPE OF REPORTING PERSON *
CO
================================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE> 3
CUSIP NO. 103025102 Page 3 of 9
- ------------------- -----------
This Amendment No. 2 to Schedule 13D (the "Amendment") should be read in
conjunction with the Schedule 13D filed with the Securities and Exchange
Commission (the "Commission") on May 12, 1998 relating to the common stock, $.10
stated value per share (the "Common Stock"), of Bowmar Instrument Corporation
(the "Issuer"), as amended by Amendment No. 1 to Schedule 13D filed with the
Commission on June 16, 1998 (collectively, the "Schedule 13D"). This Amendment
amends the Schedule 13D only with respect to those Items listed below. All
capitalized terms not otherwise defined shall have the meanings ascribed thereto
in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
On May 3, 1998, EDI, Bravo Acquisition Subsidiary, Inc. (the "Acquisition
Subsidiary") and the Issuer entered into an Agreement and Plan of Merger, as
amended June 9, 1998 and August 24, 1998 (the "Merger Agreement"), pursuant to
which Acquisition Subsidiary, a wholly-owned subsidiary of the Issuer, has
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, EDI and a certain shareholder of the Issuer
(the "Shareholder") entered into a voting agreement dated as of May 3, 1998, as
amended and restated June 9, 1998 (the "Voting Agreement"), pursuant to which,
among other things, the Shareholder appointed EDI as 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. On August 24,
1998, EDI, Acquisition Subsidiary and the Issuer entered into an amendment (the
"Amendment") to the Merger Agreement and in connection therewith, EDI and the
Shareholder entered into a Second Amended and Restated Voting Agreement (the
"Amended and Restated Voting Agreement").
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 Amended and Restated Voting Agreement, the Shareholder
appointed EDI as its proxy to vote the shares of Common Stock held by such
Shareholder with respect to certain matters relating to the Merger. As of
August 24, 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.
At every meeting of the stockholders of the Issuer called with respect to
the following matters, and at every adjournment thereof, and on every action or
approval by written consent of the stockholders of the Issuer, 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 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 EDI, to permit EDI to vote such shares of capital stock directly.
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 7. MATERIAL TO BE FILED AS EXHIBITS.
The following document is filed as an exhibit to this Amendment:
Exhibit 1. Second Amended and Restated Voting Agreement, dated as of
August 24, 1998, by and between EDI and the Shareholder
listed therein.
3
<PAGE> 4
CUSIP NO. 103025102 Page 4 of 9
- ------------------- -----------
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: August 27, 1998 By: /s/ Donald F. McGuinness
-------------------------------------------
Donald F. McGuinness, Chief
Executive Officer
4
<PAGE> 5
CUSIP NO. 103025102 Page 5 of 9
- ------------------- -----------
SECOND AMENDED AND RESTATED VOTING AGREEMENT
This Second Amended and Restated Voting Agreement (the "Agreement") is made
and entered into as of August 24, 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. 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, dated May 3, 1998, as amended (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 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 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.
5
<PAGE> 6
CUSIP NO. 103025102 Page 6 of 9
- -------------------- -----------
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.
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.
6
<PAGE> 7
CUSIP NO. 103025102 Page 7 of 9
- -------------------- -----------
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.
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.
7
<PAGE> 8
CUSIP NO. 103025102 Page 8 of 9
- -------------------- -----------
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.
8
<PAGE> 9
CUSIP NO. 103025102 Page 9 of 9
- -------------------- -----------
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
9
