<PAGE> 1
COMMISSION FILE NO. 001-04817
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
APPLICATION FOR WITHDRAWAL FROM LISTING OF SECURITIES
PURSUANT TO SECTION 12(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
WHITE ELECTRONIC DESIGNS CORPORATION
(Exact name of registrant as specified in charter)
INDIANA 35-0905052
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
3601 E. University Drive
Phoenix, Arizona 85034
(Address of principal executive offices
Zip Code)
Securities to be withdrawn pursuant to Section 12(d) of the Act:
Name of Each Exchange
Title of Each Class on Which Each Class
to be so Withdrawn is to be Withdrawn
------------------ ------------------
Common Stock, par value $.10 per share American Stock Exchange
<PAGE> 2
The $.10 par value common stock of the Registrant has been listed for
trading on the American Stock Exchange, and pursuant to a Registration Statement
on Form 8-A which became effective on June 7, 2000, the Nasdaq National Market.
Trading in the Registrant's common stock on the Nasdaq National Market commenced
on the opening of business on June 8, 2000 and concurrently therewith such stock
was suspended from trading on the American Stock Exchange.
The Registrant has complied with Rule 18 of the American Stock Exchange
by filing with such Exchange a certified copy of preambles and resolutions
adopted by the Registrant's Board of Directors authorizing the withdrawal of its
common stock from listing on the American Stock Exchange and by setting forth in
detail to such Exchange the reasons for such proposed withdrawal, and the facts
in support thereof. In making the decision to withdraw its common stock from
listing on the American Stock Exchange, the Registrant considered that the
Nasdaq National Market by virtue of the trading system and the incentives it
gives to investment firms and the greater focus on technology will provide the
Registrant with greater exposure among investors.
A certified copy of the preambles and resolutions adopted by
Registrant's Board of Directors in connection with the withdrawal from listing
of Registrant's common stock on the American Stock Exchange is set forth as
Exhibit A to this Application.
The American Stock Exchange has informed the Registrant that it has no objection
to the withdrawal of the Registrant's common stock from listing on the American
Stock Exchange. A copy of the letter of the American Stock Exchange to that
effect is set forth as Exhibit B to this application.
This Application relates to the withdrawal from listing of the Registrant's
common stock from the American Stock Exchange and shall have no effect upon the
continued listing of such common stock on the Nasdaq National Market.
By reason of Section 12(b) of the Securities Exchange Act of 1934 and the rules
and regulations of the Securities and Exchange Commission thereunder, the
Registrant shall continue to be obligated to file reports under Section 13 of
the Act with the Securities and Exchange Commission and the Nasdaq National
Market.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, on
June 7, 2000.
WHITE ELECTRONIC DESIGNS CORPORATION
By: /S/ Hamid Shokrgozar
Hamid Shokrgozar
President and Chief Executive Officer
