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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20552
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): January 5, 2000
WHITE ELECTRONIC DESIGNS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Indiana 1-4817 35-0905052
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification no.)
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.
White Electronic Designs Corporation (AMEX: WHT; f/k/a Bowmar Instrument
Corporation) (the "Company") announced on January 5, 2000 that it would redeem
all outstanding shares of its Senior Voting Convertible Preferred Stock (AMEX:
"WHT_P") effective 5:00 p.m. (EST) February 7, 2000. The redemption price is
$25.00 per Preferred Share. In lieu of redemption, holders of the Preferred
Stock may, prior to the redemption time, convert their shares of Preferred Stock
into shares of the Company's Common Stock at the conversion price of $1.875 per
share, which is equivalent to 13-1/3 shares of Common Stock per share of
Preferred Stock. Holders of the Preferred Stock are being sent by first-class
mail a notice package outlining the procedures to be followed in connection with
such redemption or conversion. The Company's press release regarding this
announcement is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
THE FOREGOING MAY CONTAIN FORWARD-LOOKING STATEMENTS. THERE CAN BE NO ASSURANCE
AS TO HOW MANY SHARES OF PREFERRED STOCK WILL BE CONVERTED, ON ONE HAND, OR
REDEEMED, ON THE OTHER HAND, AND THUS THE CASH COST OF THE REDEMPTION, AND THE
EXISTENCE OR EXTENT OF POSSIBLE DILUTION OF THE COMPANY'S COMMON STOCK DUE TO
POSSIBLE CONVERSION, ARE UNKNOWN AT THIS TIME.
ITEM 7. EXHIBITS
(C) EXHIBITS.
The following exhibit is filed with this report:
Number Description
99.1 Press release dated January 5, 2000.
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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: January 5, 2000 By: /s/ Hamid Shokrgozar
--------------------------------------------
Hamid Shokrgozar
President and Chief Executive Officer
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EXHIBIT INDEX
99.1 Press release dated January 5, 2000
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Hamid Shokrgozar Michael Brod
White Electronic Designs Corp. Cameron Associates
602-437-1520 212-245-8800
[email protected] [email protected]
WHITE ELECTRONIC DESIGNS CORPORATION TO REDEEM
SENIOR VOTING CONVERTIBLE PREFERRED STOCK
Phoenix, AZ. January 5, 2000--(AMEX: WHT) White Electronic Designs Corporation
today announced that it would redeem all outstanding shares of its Senior Voting
Convertible Preferred Stock (AMEX: "WHT_P") (f/k/a Bowmar Instrument Corporation
(AMEX: "BOM.PR") effective 5:00 p.m. (EST) February 7, 2000. The redemption
price is $25.00 per Preferred Share. In lieu of redemption, holders of the
Preferred Stock may, prior to the redemption time, convert their shares of
Preferred Stock into shares of the Company's Common Stock at the conversion
price of $1.875 per share, which is equivalent to 13-1/3 shares of Common Stock
for every share of Preferred Stock. Holders of the Preferred Stock are now being
sent by first-class mail a notice package outlining the procedures to be
followed in connection with such redemption or conversion.
White Electronic Designs Corp. designs, engineers and manufactures critical
products used in three high technology sectors in both the commercial and
military markets: For Internet and Broadband data and telecommunications
applications; Ruggedized high-legibility flat panel displays for commercial
/military display applications; and electromechanical assemblies for OEM's in
commercial and military applications. Headquartered in Phoenix, Arizona, the
Company has manufacturing facilities in Arizona, Massachusetts and Indiana.
Additional information about White Electronic Designs Corporation is located at
whiteedc.com.
THE FOREGOING MAY CONTAIN FORWARD-LOOKING STATEMENTS. THERE CAN BE NO ASSURANCE
AS TO HOW MANY SHARES OF PREFERRED STOCK WILL BE CONVERTED, ON ONE HAND, OR
REDEEMED, ON THE OTHER HAND, AND THUS THE CASH COST OF THE REDEMPTION, AND THE
EXISTENCE OR EXTENT OF POSSIBLE DILUTION OF THE COMPANY'S COMMON STOCK DUE TO
POSSIBLE CONVERSION, ARE UNKNOWN AT THIS TIME.
