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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 3, 1998
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ELECTRONIC DESIGNS, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 0-21305 04-3298416
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
ONE RESEARCH DRIVE, WESTBOROUGH, MASSACHUSETTS 01581
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (508) 366-5151
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ITEM 5 - OTHER EVENTS
On May 3, 1998, Electronic Designs, Inc. (the "Company"), Bowmar
Instrument Corporation ("Bowmar") and Bravo Acquisition Subsidiary, Inc.
("Acquisition Subsidiary") entered into an Agreement and Plan of Merger (the
"May 3rd Merger Agreement") pursuant to which Acquisition Subsidiary, a
wholly-owned subsidiary of Bowmar, will merge with and into the Company (the
"Merger"), with the Company being the surviving corporation and a wholly-owned
subsidiary of Bowmar.
On August 24, 1998, the Company, Bowmar and Acquisition Subsidiary
entered into an amendment (the "Second Amendment") to the May 3rd Merger
Agreement. The Second Amendment changes the Exchange Ratio (as defined in the
May 3rd Merger Agreement) such that at the effective time of the Merger each
outstanding share of common stock of the Company will be converted into the
right to receive 1.275 shares of common stock of Bowmar. The Exchange Ratio had
originally been fixed at 1.375. In connection with the Second Amendment, the
parties agreed to change the accounting treatment of the Merger from pooling
accounting to purchase accounting. The parties had previously agreed to account
for the Merger as a pooling pursuant to the June 9, 1998 amendment (the "First
Amendment") to the Merger Agreement.
Copies of the May 3rd Merger Agreement, the First Amendment and the
Second Amendment are attached hereto as Exhibits 2.1, 2.2 and 2.3, respectively,
and are incorporated herein by reference, and copies of the Press Releases of
EDI and Bowmar are attached hereto as Exhibits 99.2, 99.3 and 99.4,
respectively, and are incorporated herein by reference.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 2.1* Agreement and Plan of Merger, dated as of May 3, 1998, by and
among Electronic Designs, Inc., Bowmar Instrument Corporation
and Bravo Acquisition Subsidiary, Inc.
Exhibit 2.2 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.
Exhibit 2.3 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.
Exhibit 99.2* Text of Press Release relating to the Merger
Exhibit 99.3 Text of Press Release relating to the First Amendment
Exhibit 99.4 Text of Press Release relating to the Second Amendment
* Previously filed
2
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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.
ELECTRONIC DESIGNS, INC.
Date: August 27, 1998 By: /s/ Donald F. McGuinness
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Donald F. McGuinness, Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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Exhibit 2.1* Agreement and Plan of Merger, dated as of May 3, 1998, by and
among Electronic Designs, Inc., Bowmar Instrument Corporation
and Bravo Acquisition Subsidiary
Exhibit 2.2 Amendment to Agreement and Plan of Merger, dated as of
June 9, 1998, by an among Bowmar Instrument Corporation,
Bravo Acquisition Subsidiary, Inc. and Electronic Designs,
Inc.
Exhibit 2.3 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.
Exhibit 99.2* Text of Press Release relating to the Merger
Exhibit 99.3 Text of Press Release relating to the First Amendment
Exhibit 99.4 Text of Press Release relating to the Second Amendment
* Previously filed
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EXHIBIT 2.2
AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This Amendment (the "Amendment") to Agreement and Plan of Merger dated as
of May 3, 1998 (the "Agreement") is made and entered into as of June 9, 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 representations, warranties and 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 certain representations, warranties and
agreements in the Agreement and, accordingly, have approved this 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, the parties agree as follows:
1. Section 1.4 of the Agreement is hereby deleted in its entirety and
replaced with the following:
1.4 STOCKHOLDERS' RIGHTS UPON MERGER. Upon consummation of the Merger,
the certificates which theretofore represented EDI Shares (other than
Dissenting Shares) (the "Certificates") shall cease to represent any
rights with respect thereto and, subject to applicable law and this
Agreement, shall only represent the right to receive the Merger
Consideration payable in lieu of fractional shares of Bowmar Stock
into which the EDI Shares have been converted pursuant to this
Agreement.
2. Section 1.11(a)(iii) of the Agreement is hereby deleted in its entirety
and replaced with the following: "(iii) holding the meeting of Bowmar's
shareholders to approve the amendment of Bowmar's Articles of Incorporation to
increase the number of authorized shares of Bowmar Stock and to change Bowmar's
name, and to approve the issuance of the Bowmar Stock and other securities in
the Merger and the other transactions contemplated hereby and thereby (the
"BOWMAR PROPOSALS"),".
3. Section 1.11(e) of the Agreement is hereby amended by adding the
following as the third sentence of such Section:
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In the event the parties agree that the Merger shall be accorded
pooling of interests accounting treatment in accordance with
Accounting Principles Board Opinion No. 16, prior to the filing of the
Prospectus/Proxy Statement, it shall be a condition to such filing
that Bowmar shall have received the written opinion of the independent
certified public accountants of Bowmar that such accountants concur
with management's conclusion that, as of the date of the letter, no
conditions exist that would preclude accounting for the Merger as
pooling of interests in accordance with Accounting Principles Board
Opinion No. 16.
4. Section 1.14 of the Agreement is hereby deleted in its entirety and
replaced with the following:
1.14 AUTHORIZED SHARES. On or prior to the Effective Time, the
Articles of Incorporation of Bowmar shall be amended to increase the
number of shares of Bowmar Stock that Bowmar shall be authorized to
issue to 60,000,000.
5. A new Section 1.19 is hereby added to Article I of the Agreement as
follows:
1.19 DISSENTING SHARES.
(a) Notwithstanding any provision of this Agreement to the
contrary, any shares of EDI Common Stock held by a holder who has
demanded and perfected his demand for appraisal of his shares of EDI
Common Stock in accordance with Section 262 of the Delaware Code and
as of the Effective Time has neither effectively withdrawn nor lost
his right to such appraisal (the "DISSENTING SHARES"), shall not be
converted into or represent a right to receive the Merger
Consideration pursuant to SECTION 1.3 hereof, but the holder thereof
shall be entitled to only such rights as are granted by the Delaware
Code.
(b) Notwithstanding the provisions of subsection (a) of this
SECTION 1.19, if any holder of shares of EDI Common Stock who demands
appraisal of such shares under the Delaware Code shall effectively
withdraw or lose (through failure to perfect or otherwise) his right
to appraisal, then as of the Effective Time or the occurrence of such
event, whichever later occurs, such holder's shares of EDI Common
Stock shall automatically be converted into and represent only the
right to receive the Merger Consideration pursuant to SECTION 1.3
hereof, without any interest thereon, upon surrender of the
certificate or certificates representing such shares of EDI Common
Stock.
(c) EDI shall give Bowmar (i) prompt notice of any written demands
for appraisal or payment of the fair value of any shares of EDI Common
Stock, withdrawals of such demands, and any other instruments served
pursuant to the Delaware Code received by EDI and (ii) the opportunity
to direct all negotiations and proceedings with respect to demands for
appraisal under the Delaware Code.
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EDI shall not voluntarily make any payment with respect to any demands
for appraisal and shall not, except with the prior written consent of
Bowmar, settle or offer to settle any such demands.
6. The following sentence is hereby deleted from Section 2.2 of the
Agreement: "The holders of shares of EDI Stock are not entitled to appraisal
rights under applicable Law (as hereinafter defined) or the Certificate of
Incorporation of EDI."
Bowmar hereby waives its right to assert breach of the Agreement by EDI
based upon the inaccuracy of this representation prior to the execution of this
Amendment.
7. A new Section 1.20 is hereby added to Article I of the Agreement as
follows:
1.20 BOWMAR CHANGE OF NAME. On or prior to the Effective Time, the
Bowmar Articles shall be amended to change the corporate name of
Bowmar to such other name as may be mutually agreed upon by EDI and
Bowmar prior to the mailing to stockholders of EDI and Bowmar of the
Prospectus/Proxy Statement.
8. A new Section 4.13 is hereby added to Article IV of the Agreement as
follows:
4.13 POOLING OF INTERESTS. EDI shall not take, and shall use
reasonable best efforts to ensure that none of the EDI Subsidiaries
and their respective stockholders, directors, officers or employees
takes, any action that would result in the Merger not qualifying for
pooling of interests accounting treatment in accordance with
Accounting Principles Board Opinion No. 16. In the event that the
Merger otherwise qualifies for pooling-of-interests accounting
treatment in accordance with Accounting Principles Board Opinion
No. 16, EDI shall use reasonable efforts to ensure that each person
who is or may be an "affiliate" of EDI within the meaning of Rule 145
promulgated under the Securities Act shall enter into an agreement
in substance as provided in the form attached hereto as SCHEDULE 4.13.
9. A new Section 5.14 is hereby added to Article V of the Agreement as
follows:
5.14 POOLING OF INTERESTS. Bowmar shall not take, and shall use
reasonable best efforts to ensure that none of the Bowmar
Subsidiaries and their respective stockholders, directors, officers
or employees takes, any action that would result in the Merger not
qualifying for pooling of interests accounting treatment in
accordance with Accounting Principles Board Opinion No. 16.
10. A new Section 5.15 is hereby added to Article V of the Agreement as
follows:
5.15 AFFILIATE AGREEMENTS. In the event that the Merger otherwise
qualifies for pooling of interests accounting treatment in accordance
with Accounting Principles Board Opinion No. 16, Bowmar shall use
reasonable efforts to ensure that each person who is or may be an
"affiliate" of Bowmar within the meaning
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of Rule 145 promulgated under the Securities Act shall enter into an
agreement in substance as provided in the form attached hereto as
SCHEDULE 5.15.
11. Section 6.3.5 of the Agreement is hereby deleted in its entirety and
replaced with the following:
6.3.5. AFFILIATE AGREEMENTS. Each person who is or may be an
"affiliate" of EDI within the meaning of Rule 145 of the rules and
regulations of the SEC promulgated under the Securities Act shall have
entered into an agreement in substance as provided in the form
attached hereto as SCHEDULE 4.11; provided, however, that the failure
to obtain such an agreement from New York Life Insurance Company shall
not be a condition to the obligations of Bowmar to effect the Merger.
12. A new SCHEDULE 4.13 and a new SCHEDULE 5.15, as each is attached to
this Amendment, are hereby made a part of the Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amendment to the
Agreement as of the date first above written.
BOWMAR INSTRUMENT CORPORATION
By: /s/ Hamid Shokrgozar
__________________________
Name: Hamid Shokrgozar
Title: Chief Executive Officer
BRAVO ACQUISITION SUBSIDIARY, INC.
By: /s/ Hamid Shokrgozar
__________________________
Name: Hamid Shokrgozar
Title: President
ELECTRONIC DESIGNS, INC.
By: /s/ Donald F. McGuinness
___________________________
Name: Donald F. McGuinness
Title: President
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EXHIBIT 2.3
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
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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.
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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.
IN WITNESS WHEREOF, the undersigned have executed this Second
Amendment to the Agreement as of the date first above written.
BOWMAR INSTRUMENT CORPORATION ELECTRONIC DESIGNS, INC.
By: /s/ Hamid Shokrgozar By: /s/ Donald F. McGuinness
__________________________ ____________________________
Name: Hamid Shokrgozar Name: Donald F. McGuinness
Title: Chief Executive Officer Title: President
BRAVO ACQUISITION SUBSIDIARY, INC.
By: /s/ Hamid Shokrgozar
__________________________
Name: Hamid Shokrgozar
Title: President
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EXHIBIT 99.3
BOWMAR AND EDI ANNOUNCE CHANGES TO MERGER AGREEMENT; BOWMAR REVERSES DECISION TO
SELL TECHNOLOGIES DIVISION
PHOENIX, and WESTBOROUGH, Mass., June 10 /PRNewswire/ -- Bowmar Instrument
Corporation (Bowmar) (Amex: BOM) and Electronic Designs, Inc. (EDI) (Nasdaq:
EDIX) today announced agreement on certain changes to the definitive Merger
Agreement signed by them on May 3, 1998.
Since the announcement of the merger, the companies have looked closely at the
potential combination of Bowmar's Technologies division and EDI's display
business and concluded that there are potential synergies between the product
lines of these businesses. Because of the synergies and the companies' desire to
account for the merger as a pooling, the Bowmar Board determined that reversing
its decision to sell the Technologies division was in the best interest of the
company and its stockholders.
The companies also announced that the combined company will adopt a new name
effective upon the merger. Management teams from both companies are working on
the selection of the name to recommend to the respective Boards and stockholders
for approval. "We believe that this combination signals a merger of equals and
we want the name of our combined company to reflect this reality," stated Hamid
R. Shokrgozar, President and Chief Executive Officer of Bowmar.
The companies expect to file the Joint Proxy Statement and Prospectus with the
SEC on June 11, 1998.
The statements contained in this release relating to the company's plans and
objectives are forward looking statements with meanings of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities and Exchange Act of
1934. These statements involve risks and uncertainties which could cause actual
results to differ materially, including but not limited to, risks related to the
consummation of the merger, integration of the companies' operations, expected
revenue and sales of the combined company, including international sales, and
other risks detailed in the companies' 10-Qs, 10-K, and 10-KSB on file with the
Securities and Exchange Commission.
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.
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EXHIBIT 99.4
TEXT OF PRESS RELEASE RELATING TO THE SECOND AMENDMENT.
BOWMAR AND EDI ANNOUNCE AMENDMENT TO MERGER AGREEMENT.
PHONEIX and WESTBOROUGH, Mass.-- (BUSINESS WIRE)--August 25, 1998-- 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, Ariz., designs manufactures and sells
state-of-the-art microelectronic, semiconductor memory, and electromedchanical
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,
Ind. and Phoenix, Ariz.
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.
