As filed with the Securities and Exchange Commission on May 7, 2010
Registration No. 333-132688
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
White Electronic Designs Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Indiana | 35-0905052 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
3601 E. University Drive
Phoenix, Arizona 85034
(Address, Including Zip Code, of Principal Executive Offices)
White Electronic Designs Corporation
2006 Director Restricted Stock Plan
(Full Title of the Plan)
John W. Hohener
Chief Financial Officer and Secretary
White Electronic Designs Corporation
c/o Microsemi Corporation
2381 Morse Avenue
Irvine, California 92614
(949) 221-7100
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
COPIES TO:
Warren T. Lazarow, Esq.
Loren J. Weber, Esq.
O’Melveny & Myers LLP
2765 Sand Hill Road
Menlo Park, California 94025-7019
(650) 473-2600
EXPLANATORY NOTE
White Electronic Designs Corporation, an Indiana corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on March 24, 2006 (Commission File No. 333-132688 and referred to herein as the “Registration Statement”) with respect to shares of the Registrant’s common stock (the “Common Stock”), thereby registered for offer or sale pursuant to the White Electronic Designs Corporation 2006 Director Restricted Stock Plan (the “Plan”). A total of 216,666 shares of Common Stock were initially registered for issuance under the Registration Statement.
On April 30, 2010, after completion of a tender offer (the “Offer”) by Rabbit Acquisition Corp. (“Merger Sub”), a wholly owned subsidiary of Microsemi Corporation (“Parent”), for all of the outstanding shares of Common Stock, Merger Sub merged with and into the Registrant (the “Merger”). Pursuant to the Merger, each outstanding share of Common Stock not tendered in the Offer (other than the shares of Common Stock held in the treasury of the Registrant or owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or the Registrant, which shares were cancelled in the Merger) was converted into the right to receive $7.00 per share, in cash, without interest. The Merger became effective upon filing of Articles of Merger with the Secretary of State of the State of Indiana on April 30, 2010.
As a result of the Merger, the Registrant has terminated the offering of the Common Stock pursuant to its existing registration statements, including the Registration Statement, and no future awards will be made under the Plan. The purpose of this Post-Effective Amendment No. 1 to Form S-8 Registration Statement is to deregister the 176,666 shares of Common Stock that remain available for issuance under the Plan (referred to herein as the “Plan Shares”). The Plan Shares are hereby deregistered.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on May 7, 2010.
| WHITE ELECTRONIC DESIGNS CORPORATION | ||
| By: | /s/ John A. Caruso | |
John A. Caruso President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ John A. Caruso John A. Caruso | Director, President and Chief Executive Officer (Principal Executive Officer) | May 7, 2010 | ||
/s/ John W. Hohener John W. Hohener | Director, Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer) | May 7, 2010 | ||
/s/ James J. Peterson James J. Peterson | Director | May 7, 2010 | ||
