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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): October 26, 1998
WHITE ELECTRONIC DESIGNS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Indiana 1-4817 35-0905052
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification Number)
Incorporation)
3601 E. University Drive
Phoenix, Arizona 85034
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (602) 437-1520
Bowmar Instrument Corporation
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
To the extent the transaction described in Item 2 below may be deemed to be a
change in control for the purpose of this Item 1 of Form 8-K, the Registrant
hereby incorporates by reference into this Item 1, the information set forth in
response to Item 2 below.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 26, 1998, Bowmar Instrument Corporation, an Indiana corporation (the
"Company"), acquired Electronic Designs, Inc., a Delaware corporation ("EDI"),
pursuant to the merger (the "Merger") of Bravo Acquisition Subsidiary, Inc., a
Delaware corporation and a wholly owned subsidiary of the Company ("Acquisition
Subsidiary"), with and into EDI. Upon consummation of the Merger, the Company
changed its name to White Electronic Designs Corporation, and EDI became a
wholly owned subsidiary of the Company. The Merger was effected pursuant to a
Merger Agreement dated May 3, 1998, as amended on June 9, 1998 and August 24,
1998, by and among the Company, Acquisition Subsidiary, and EDI (the
"Agreement").
As a result of the Merger, each issued and outstanding share of EDI's common
stock, par value $.01 per share, was converted into the right to receive 1.275
shares of the Company's common stock, stated value $0.10 per share, or
approximately 10 million shares of the Company's common stock, and the former
stockholders of EDI now own approximately 57% of the Company's outstanding
common stock.
Upon effectiveness of the Merger, the then outstanding and unexercised options
and warrants exercisable for shares of EDI common stock were converted into
options and warrants, respectively, exercisable for shares of Company common
stock and amended to take into account the exchange ratio of 1.275.
The basic terms of the Merger, and the relationship between the Company and EDI
and their respective directors and executive officers, were described in the
Joint Proxy Statement/Prospectus dated September 16 l998, filed in connection
with the Company's Registration Statement on Form S-4 (Registration No.
333-56565), which is incorporated by reference herein. The terms of the Merger
were determined in accordance with the Agreement and were established through
arm's length negotiations between the Company and EDI.
Through its acquisition of EDI, the Company acquired the EDI business of the
design, manufacture and marketing of high performance memory solutions and
active matrix liquid crystal displays for original equipment manufacturers in
the global commercial, industrial and military markets. The Company intends to
continue using the property, plant and equipment acquired pursuant to the Merger
for the same purposes used by EDI prior to the Merger, subject to possible
determinations to eliminate duplicate assets as between the Company and EDI.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired
To be filed by amendment.
(b) Pro Forma Financial Information
To be filed by amendment.
(c) Exhibits
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EXHIBIT NO. DESCRIPTION
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2 Merger Agreement, as amended June 9, 1998
and August 24, 1998 (filed as Exhibits 2.1,
2.1A and 2.1B to the Registration Statement
on Form S-4, Registration No. 333-56565, and
incorporated herein by this reference).
99 Press release issued on October 26,
l998
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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.
WHITE ELECTRONIC DESIGNS CORPORATION
Date: November 9 , 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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2 Merger Agreement, as amended June 9, 1998
and August 24, 1998 (filed as Exhibits 2.1,
2.1A and 2.1B to the Registration Statement
on Form S-4, Registration No. 333-56565, and
incorporated herein by this reference).
99 Press release issued on October 26,
l998
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BOWMAR AND ELECTRONIC DESIGNS MERGER RECEIVES SHAREHOLDER APPROVAL
October 26, 1998 8:53 AM EST
PHOENIX/WESTBOROUGH, Mass.--(BUSINESS WIRE)--Oct. 26, 1998--Bowmar Instrument
Corporation (Bowmar) (Amex: BOM) and Electronic Designs, Inc. (EDI) (Nasdaq:
EDIX) announced today that their respective shareholders have approved the two
companies' merger which was first announced on May 3, 1998. The merger is
scheduled to become effective on Monday, October 26, 1998.
The resulting company, White Electronic Designs Corporation, will be a leading
provider of state-of-the-art semiconductor memory products to the
telecommunications and data communications markets and one of the largest
providers of memory products to the US military. The combined company will have
pro forma revenues approaching $60 million.
"Our relationship with Electronic Designs has continued to develop very
positively since the announcement of our merger agreement," commented Hamid
Shokrgozar, President and Chief Executive Officer of Bowmar. "We are extremely
encouraged by the opportunities we see for our two companies to work together,"
added Shokrgozar.
Donald F. McGuinness, Chairman and Chief Executive officer of Electronic
Designs, Inc., stated, "Hamid and I are very pleased with the manner in which
the transaction has progressed and with the shareholders' approval of the
merger. During the last several months, we have finalized the executive
management team and worked together to develop a combined operating strategy and
transition plan. We will continue to move forward with our plan to rapidly
integrate the merged company upon closing."
Under the terms of the agreement, shareholders of EDI will receive a fixed
exchange of 1.275 shares of Bowmar common stock for each share of EDI common
stock. The common stock of Electronic Designs, Inc. will be suspended from
trading on the Nasdaq at market close on Monday, October 26, 1998. White
Electronic Designs Corporation will begin trading on the American Stock Exchange
on Tuesday, October 27, 1998 under the symbol "WHT" for the common stock and
"WHT.Pr" for the preferred stock.
This press release contains-forward looking statements within meaning of section
27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange
Act of 1934. Actual results may differ materially from those stated depending
upon a number of factors, including but not limited to the Company's ability to
develop new products, product supply and demand, order patterns and
cancellations, pricing pressure and stability, trends in outsourcing,
competition from suppliers with greater resources and uncertainties related to
the consummation of the proposed merger.
Bowmar, which is headquartered in Phoenix, Arizona, designs, manufactures and
sell 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.
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EDI, which is headquartered in Westborough, Massachusetts, designs, manufactures
and markets semiconductor memory and flat panel display products for the global
commercial, industrial and military markets, particularly for
telecommunications, data communications and avionics. The Company's
manufacturing facility is located in Westborough, Massachusetts.
To learn more about Bowmar's business, visit its website at www.bowmar
instrument.com
Information about EDI is accessible through its website at
www.electronic-designs.com.
