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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WHITE ELECTRONIC DESIGNS CORPORATION
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed per Exchange Act Rules 14a-6(i)(1) and 0-11.
[ ] Fee paid previously with preliminary materials:
[ ] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT RULE
0-11(a)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS PAID
PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR
THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
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WHITE ELECTRONIC DESIGNS CORPORATION
3601 EAST UNIVERSITY DRIVE
PHOENIX, ARIZONA 85034
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on February 11, 2000
To the Shareholders of White Electronic Designs Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of White
Electronic Designs Corporation, an Indiana corporation ("Corporation"), will be
held at the headquarters' of White Electronic Designs Corporation, 3601 East
University Drive, Phoenix, Arizona 85034, on February 11, 2000, at 11:00 A.M.,
Mountain Standard time, for the following purposes:
1. To elect six directors of the Corporation;
2. To ratify the appointment of PricewaterhouseCoopers LLP as
independent accountants of the Corporation and its subsidiary for
the fiscal year ending September 30, 2000; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on December 29, 1999, as
the record date for the determination of shareholders that are entitled to
notice of and to vote at the meeting.
By order of the Board of Directors,
/s/ WILLIAM J. RODES
Secretary
Phoenix, Arizona
January 11, 2000
YOU ARE URGED TO SPECIFY YOUR CHOICES, DATE AND SIGN THE ACCOMPANYING PROXY AND
MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE, WHETHER OR NOT YOU PLAN
TO ATTEND THE MEETING.
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WHITE ELECTRONIC DESIGNS CORPORATION
3601 E. UNIVERSITY DRIVE
PHOENIX, ARIZONA 85034
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 11, 2000
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors ("Board") of White Electronic Designs Corporation, an
Indiana corporation ("the Corporation"), to be used at the Annual Meeting of
Shareholders of the Corporation, to be held at the offices of White Electronic
Designs Corporation, 3601 East University Drive, Phoenix, Arizona 85034, on
February 11, 2000, at 11:00 A.M., Mountain Standard time, and at any
adjournments thereof, pursuant to the accompanying Notice of Meeting.
VOTING
You are requested to complete, date and sign the accompanying proxy and return
it promptly to the Corporation in the enclosed envelope. The proxy may be
revoked at any time before it is voted by written notice to the Corporation
prior to the start of the meeting, and any shareholder attending the meeting may
vote in person whether or not they have previously submitted a proxy. Where no
instructions are indicated, proxies will be voted in accordance with the
recommendations of the Board as specified in this Proxy Statement. The holders
of a majority of the outstanding shares of the Corporation's Common Stock,
without par value (stated value $.10 per share) ("Common Stock"), and the
Corporation's $3.00 Senior Voting Cumulative Preferred Stock, par value $1.00
per share ("$3.00 Preferred Stock"), present in person or by proxy, is required
for a quorum at the meeting.
The Board has fixed the close of business on December 29, 1999, as the record
date for the determination of shareholders that are entitled to notice of and to
vote at the meeting. The transfer books of the Corporation will not be closed.
On the record date, there were 15,991,303 outstanding shares of Common Stock and
118,606 shares of $3.00 Preferred Stock, the holders of all of which are
entitled to one vote per share.
This Proxy Statement and the accompanying Notice of Annual Meeting of
Shareholders and Proxy are being first mailed to the Corporation's shareholders
on or about January 11, 2000.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of December 29, 1999, the names of all
persons known by the Corporation to be the beneficial owners of more than five
percent of the Corporation's Common Stock.
Number of Shares of Percent
Name and Address of Beneficial Owner Common Stock* of Class
----------------------------------------------------------------------------------------
New York Life Insurance Company 2,272,126 14.21%
51 Madison Avenue
New York, NY 10010
Technology Funding Partners III, L.P. 822,983 (1) 5.15%
2000 Alameda de las Pulgas
San Mateo, CA 94403
Edward A. White 1,491,866 (2) 9.33%
5780 Echo Canyon Circle
Phoenix, AZ 85018
*There are no holders of 5% or more of the Corporation's $3.00 Preferred Stock
and none of the persons included in this table beneficially own any shares of
the $3.00 Preferred Stock.
(1) TFI and Technology Funding Ltd. ("TFL") are the managing general
partners of TFP. The following individuals are executive officers of
TFI and/or general partners of TFL, and as such may be deemed to be
beneficial owners of the shares of Common Stock held by TFP described
in the table: Charles R.
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Kokesh, Peter F. Bernardoni and Gregory T. George.
(2) Includes options to purchase 6,000 shares of Common Stock granted under
the Corporation's Non-Qualified Stock Option Plan for Directors. Mr.
White has advised the Corporation that 1,485,866 shares of Common Stock
beneficially owned by him have been transferred to the Edward A. White
Family Limited Partnership, of which Mr. White is the sole general
partner and of which he and his wife are sole limited partners.
ELECTION OF DIRECTORS
Six directors of the Corporation are to be elected to the Board at the meeting.
Each such director will be elected to serve in accordance with the By-Laws of
the Corporation until the next annual meeting of shareholders and until his
successor is duly elected and qualified. Directors are elected by a plurality of
the votes cast, meaning that the six persons who receive the largest number of
the votes cast for the election of directors (counting both the Common Stock and
the $3.00 Preferred Stock) shall be elected directors, assuming there is a
quorum present. The aggregate number of votes entitled to be cast by all
shareholders present in person or represented by proxy at the meeting, whether
those shareholders vote "for", "against" or abstain from voting, will be counted
for purposes of determining the number of shares present to establish a quorum.
Abstentions and broker non-votes will result in the nominees receiving fewer
votes, but will not reduce the votes otherwise received by such nominees.
NOMINEES
It is the intention of the individuals named in the enclosed form of proxy to
vote such proxy for election as directors the following persons: Norman T. Hall,
Donald F. McGuinness, Thomas M. Reahard, Hamid R. Shokrgozar, Thomas J. Toy and
Edward A. White. Each of Messrs. Hall, McGuinness, Reahard, Shokrgozar, Toy and
White have been previously elected to the Board by the shareholders. The Board
has no reason to believe that any of the nominees will not be available for
election as a director. However, should any of them become unwilling or unable
to accept election, it is intended that the individuals named in the enclosed
proxy may vote for the election of such other person or persons as the Board may
recommend.
Set forth below is certain information concerning the nominees for election to
the Board.
NAME AND AGE BIOGRAPHICAL INFORMATION
- ------------ ------------------------
NORMAN T. HALL Current Director and nominee for reelection. Dr. Hall is a partner in
(45) Alliant Partners (formerly Bently Hall Von Gehr International). Prior to
joining Alliant Partners, he worked for Berkeley International Capital
Corporation and Intel Corporation. Dr. Hall was previously on the EDI
Board and is currently on the board of directors of Atmel Corporation. Dr.
Hall received his J.D. and M.B.A. from Golden Gate University, Ph.D. and
M.S. from the University of Hawaii, and S.Sc. from the University of
Alberta. He is a member of the State Bar of California. Dr. Hall has
served as a Director of the Corporation since October 31, 1998.
DONALD F. MCGUINNESS Current Director and nominee for reelection. Elected Chairman of the Board
(66) February 11, 1999. Prior to the merger he was Chairman, President and CEO
of Electronic Designs, Inc. Mr. McGuinness also serves on the board of
directors of Cabletron Systems, Inc., and Ibis/Technology Corporation. He
has served as a Director of the Corporation since October 31, 1998.
THOMAS M. REAHARD Current Director and nominee for reelection. Chairman and CEO of Symmetry
(47) Software Corporation established in 1984, a computer software development
company. Mr. Reahard has served as a Director of the Corporation since
November 1995.
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NAME AND AGE BIOGRAPHICAL INFORMATION
- ------------ ------------------------
HAMID R. SHOKRGOZAR Current Director and nominee for reelection. President, Chief Executive
(39) Officer and Director of the Corporation. Appointed President and CEO of
Bowmar Instrument Corporation on January 3, 1998 and Director of the
Corporation in February 1998. From 1993-1998 served as President of White
Microelectronics, the largest division of Bowmar Instrument Corporation.
Served as Vice President Engineering and Technology from 1988 to 1993. Mr.
Shokrgozar is the new Chairman of the American Electronic Association (AEA)
Arizona Council for the fiscal year 2000. Mr. Shokrgozar holds a U.S.
Patent for the invention of "Stacked Silicon Die Carrier Assembly."
THOMAS J. TOY Current Director and nominee for reelection. Thomas J. Toy is Managing
(43) Director of PacRim Venture Partners, a professional venture capital firm he
co-founded in 1999. PacRim Venture Partners specializes in information
technology investments. Previously he was at Technology Funding, a
professional venture capital firm, from 1987 to 1999. While at Technology
Funding, Mr. Toy was a Partner, Managing Director of Corporate Finance and
Chairperson of the firm's investment committee. Prior to Technology
Funding. Mr. Toy is also a director of UTStarcom and KOR Electronics. Mr.
Toy holds B.A. and M.M. degrees from Northwestern University. Mr. Toy has
served on the Board since October 31, 1998.
EDWARD A. WHITE Current Director and nominee for reelection. Mr. White is Vice Chairman of
(71) the Board of Directors of the Corporation and previously served as Chairman
of the Board from 1983 to 1998. Mr. White founded the company in 1951 and
has served as President and Chief Executive Officer. He has served as a
Director of the Corporation since 1951.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF ALL OF THE
ABOVE-NAMED NOMINEES AS DIRECTORS OF THE CORPORATION.
MEETINGS AND COMMITTEES OF THE BOARD
The Board met six times during fiscal 1999. Each current director of the
Corporation attended at least 75 percent of the aggregate of the total number of
meetings during fiscal 1999. During fiscal 1999, the Board had an Audit
Committee that recommended engagement of independent auditors, reviewed the
arrangement and scope of the audit, and considered comments made by the
independent auditors and during fiscal 1999, the Audit Committee consisted of
Thomas M. Reahard (chairman) and Mr. Thomas J. Toy and met five times.
During fiscal 1999 the Board had a Compensation Committee, which administered
the Corporation's compensation and stock option plans. During fiscal 1999 the
Compensation Committee consisted of Norm T. Hall (Chairman) and Thomas M.
Reahard and met one time.
DIRECTOR COMPENSATION
Each of the directors of the Corporation, who were not also officers of the
Corporation, were paid $3,000 per quarter for fiscal year 1999 plus $500 for
each Board and Committee meeting attended and related expenses. As Chairman, Mr.
McGuinness received $15,000 per quarter and as Vice Chairman, Mr. White received
$12,000 per quarter. In addition, under the Corporation's Non-Qualified Stock
Option Plan for Non-Employee Directors, upon each reelection, each of the
outside directors are granted options to acquire an additional 4,000 shares of
Common Stock at a price equal to 100% of the fair market value of the Common
Stock as of the close of business on the day immediately prior to reelection.
Under the Plan each award vests as to 2,000 shares six months following the date
of grant and, as to the balance, one year after such date.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's
directors and officers, and persons who own more than ten percent of a
registered class of the Corporation's equity securities, to file with the
Securities and Exchange Commission and the American Stock Exchange initial
reports of beneficial ownership and reports of changes in beneficial ownership
of any equity securities of the Corporation.
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To the Corporation's knowledge (based solely on review of the copies of such
reports furnished to the Corporation), all officers, directors and beneficial
owners of greater than ten percent of the Corporation's equity securities made
all required filings under Section 16(a), except William J. Rodes whose Form 3
filing was not made timely.
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation for
services rendered in all capacities to the Corporation during the 1999, 1998 and
1997 fiscal years of those persons who were (i) the chief executive officer
during fiscal 1999 and (ii) the other most highly compensated executive officers
during fiscal 1999 whose salary and bonus exceeded $100,000 (hereinafter the
"Named Executive Officers").
=============================================================================================================================
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------------------------
Long Term
Compensation
Annual Compensation Awards
- -----------------------------------------------------------------------------------------------------------------------------
Name and Principal Bonus Options (#) All Other
Position Year Salary ($) ($)(b) Compensations(a)
- -----------------------------------------------------------------------------------------------------------------------------
HAMID R. SHOKRGOZAR 1999 200,000 50,000 150,000 11,620
President, Chief 1998 180,000 4,500 0 3,666
Executive Officer 1997 140,000 91,000 32,500 2,730
- -----------------------------------------------------------------------------------------------------------------------------
JOSEPH G. WARREN, JR.* 1999 150,000 0 65,000 5,715
Vice President, Chief 1998 140,004 3,500 0 3,318
Financial Officer 1997 129,966 35,163 35,000 4,804
- -----------------------------------------------------------------------------------------------------------------------------
*Resigned July 27, 1999
(a) All Other Compensation includes contributions by the Corporation to its
401(k) Plan, and payments for officer's life insurance.
(b) Bonuses were paid in accordance with the policy established by the Board
and the Compensation Committee. See "Report of the Board and the
Compensation Committee" elsewhere in this Proxy Statement.
EMPLOYMENT AGREEMENTS
The Corporation has entered into employment agreements with certain of its
officers including Mr. Shokrgozar, who is employed as the President and Chief
Executive Officer of the corporation, and Mr. Warren, who was employed as the
Vice President Finance, Chief Financial Officer, Secretary and Treasurer.
Mr. Shokrgozar's agreement provides a term ending September 30, 2001 and
renewing automatically for subsequent two-year terms unless 30 days prior to a
renewal date either the Corporation or Mr. Shokrgozar notifies the other of its
intention not to renew. The agreement provides for an annual base salary of
$200,000 and participation by Mr. Shokrgozar in the fringe benefit programs of
the Corporation generally available to its senior executives. In the event of a
termination for cause, the Corporation is required to pay Mr. Shokrgozar only
those amounts earned by or accrued for his benefit under the Corporation's plans
to the date of termination. In the event of a termination without cause, the
Corporation is required to pay to Mr. Shokrgozar a lump sum severance payment
equal to the greater of (i) one year's base salary and incentive compensation,
or (ii) his base salary for the remainder of the term of the agreement as of the
date of such termination. The agreement also provides in such circumstance for
the continuation of his benefits for a period of at least twelve months,
provision of executive-level outplacement services and the immediate vesting of
his options, then exercisable for a period of twelve months after termination.
In the event the Corporation elects not to renew the agreement, the Corporation
is required to pay Mr. Shokrgozar a lump sum equal to his annual compensation as
well as other benefits as defined above. Mr. Shokrgozar's agreement includes
special provisions in the event of a "Change in Control" (as defined in the
agreement). Specifically, Mr. Shokrgozar's employment term would automatically
extend for a period of 18 months and during that term Mr. Shokrgozar could
terminate if his duties were materially changed, his
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annual compensation was decreased, he was required to relocate or the
Corporation's successor failed to assume the Corporation's obligations under the
agreement. In the event of such a termination, Mr. Shokrgozar is entitled to a
lump sum severance payment equal to 1.5 times his then current base salary and
incentive compensation as well as the continuing benefits provided in the event
of a termination without cause by the Corporation.
The agreement with Mr. Warren was for a one year term and renewed automatically
unless terminated by Mr. Warren or the Corporation on 30 days prior notice of an
intention not to review, or otherwise in accordance with the agreement. The
agreement provided for an annual base salary of $150,000 and provided that Mr.
Warren would have been entitled to participate in the Corporation's incentive
(bonus) compensation programs, stock option plan and fringe benefit programs
generally available to senior executives of the Corporation. In the event of
termination of Mr. Warren by the Corporation for cause, Mr. Warren would have
been entitled to receive only that compensation earned through the date of the
termination. In the event of a termination by the Corporation without cause, Mr.
Warren would have been entitled to a lump sum severance payment equal to Mr.
Warren's total base salary and incentive compensation paid for the calendar year
immediately preceding the termination, continuing benefit contributions (or the
cash equivalent) for twelve months, executive-level out placement services, and
the immediate vesting of all then unvested stock options and a twelve month
exercise period. The agreement provided that in the event of a Change in Control
(as defined in the agreement), if Mr. Warren was terminated or his duties were
materially changed, Mr. Warren was to relocate or successor corporation fails to
assume the Corporation's obligations under the agreement, Mr. Warren would have
received termination benefits equal to those if Mr. Warren is terminated without
cause. Finally, in the event the Corporation gave notice of its intention not to
renew the agreement at the end of its term, Mr. Warren would have been entitled
to a lump sum severance payment equal to Mr. Warren's total base salary and
incentive compensation paid for the calendar year immediately preceding the
termination, continuing benefit contributions (or the cash equivalent) for
twelve months, executive-level out placement services, and the immediate vesting
of all then unvested stock options and a twelve month exercise period. The
agreement with Mr. Warren terminated upon his resignation, July 27, 1999. No
payments were made under the agreement.
OPTION GRANTS IN 1999
During fiscal 1999, there were no additional options granted to the Named
Executive Officers by the Compensation Committee and Board of Directors.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth certain information with respect to the options
to purchase the Corporation's Common Stock which are held by the Named Executive
Officers:
===============================================================================================================================
AGGREGATED FISCAL YEAR-END OPTION VALUE
- -------------------------------------------------------------------------------------------------------------------------------
Shares
Acquired Number of Unexercised Value of Unexercised
on Exercise Value Realized Options at Fiscal Year-End In-the-Money-Options at Fiscal
Year-End
- -------------------------------------------------------------------------------------------------------------------------------
Name Exercisable/Unexercisable Exercisable/Unexercisable
- -------------------------------------------------------------------------------------------------------------------------------
HAMID R. SHOKRGOZAR 0 N/A 129,625/145,375 $91,577/$294,305
JOSEPH G. WARREN, JR. 48,750 $12,914 0 / 0 0 / 0
===============================================================================================================================
REPORT OF THE COMPENSATION COMMITTEE
The Board and the Compensation Committee of the Board ("Committee"), establishes
the compensation program and policy for, and determines the compensation of, the
Named Executive Officers. The current program consists of the following key
elements: annual payments of salary and bonuses and periodic grants of stock
options. Each element has a different purpose. Salary and bonus payments are
principally
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designed to reward current and past performance. Stock options are primarily
designed to provide incentives for superior long-term future performance and may
be forfeited if the Named Executive Officer leaves the Corporation before the
relevant vesting period.
The Compensation Committee is responsible for determining the timing and number,
if any, of stock options to be granted to the Named Executive Officers. Such
options are granted based upon the guidelines established in the Corporation's
Management Compensation Policy approved by the Board of Directors during fiscal
1997.
In determining the amount and form of executive compensation to be paid or
awarded in fiscal 1999, the Board and the Committee considered overall
performance rather than a formula based on any particular performance measure.
The Board and the Committee applied this subjective standard in determining the
Chief Executive Officer's compensation (Mr. Shokrgozar not participating as to
his own compensation). The Board and the Committee reviewed and accepted Mr.
Shokrgozar's recommendations regarding the compensation of the other executive
officer(s).
The committee retained, without change for fiscal 1999, other elements of
executive compensation for the Named Executive Officers. These included health,
life and disability insurance, an automobile allowance and supplemental medical
expense coverage.
Compensation Committee: Norm T. Hall (Chairman) and Thomas M. Reahard.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Shokrgozar is President and Chief Executive Officer of the Corporation. The
other members of the Board are not employees of the Corporation.
COMMON STOCK PERFORMANCE
The line graph which follows compares five years of yearly percentage changes in
the cumulative total shareholder return on the Common Stock against the
cumulative total return on the AMEX Market Value Index and the AMEX High
Technology Index.
[GRAPHIC OMITTED]
CUMULATIVE TOTAL RETURN
-----------------------------------------------
9/94 9/95 9/96 9/97 9/98 9/99
WHITE ELECTRONIC DESIGNS CORPORATION 100 80 49 76 33 118
AMEX MARKET VALUE 100 119 125 157 152 182
S & P TECHNOLOGY SECTOR 100 158 194 315 286 623
* $100 INVESTED ON 9/30/94 IN STOCK OR INDEX - INCLUDING REINVESTMENT
OF DIVIDENDS. FISCAL YEAR ENDING SEPTEMBER 30.
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RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board, upon recommendation of its Audit Committee, none of whose members is
an employee of the Corporation, intends to reappoint the firm of
PricewaterhouseCoopers LLP, independent accountants, to be auditors of the
Corporation and its subsidiary for the fiscal year ending September 30, 2000.
PricewaterhouseCoopers LLP served as auditors of the Corporation and its
subsidiary for the fiscal year ended October 2, 1999. Although it is not
required to do so, the Board of Directors is submitting the appointment of
PricewaterhouseCoopers LLP for ratification by shareholders in order to
ascertain the views of the shareholders. If such appointment is not ratified,
the Board will consider, but not necessarily select other auditors.
Representatives of PricewaterhouseCoopers LLP will be present at the
shareholders' meeting and will be given the opportunity to make a statement if
they desire to do so. They will also be available to respond to appropriate
questions. The Corporation has been advised by PricewaterhouseCoopers LLP that
no member of that firm has any financial interest, either direct or indirect, in
the Corporation or its subsidiary, and it has had no connection with the
Corporation or its subsidiary in any capacity other than that of independent
public accountants.
During the year ended October 2, 1999, PricewaterhouseCoopers LLP rendered to
the Corporation, in addition to audit services, certain non-audit professional
services. The audit services rendered included the audit of the annual financial
statements, pre-issuance reviews of quarterly financial results, and the audit
of the 401(k) and pension plans. Non-audit services involved tax assistance.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE RETENTION
OF PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S INDEPENDENT ACCOUNTANTS.
SECURITY OWNERSHIP BY MANAGEMENT
The following table sets forth the beneficial ownership of the Corporation's
Common Stock as to (i) each of the Corporation's current directors; (ii) each of
the Corporation's Named Executive Officers; and (iii) all directors and
executive officers of the Corporation as a group. All such information reflects
beneficial ownership as of December 29, 1999, as known by the Corporation.
Number of Shares
Name Beneficially Owned(1) Percent of Class(2)
-----------------------------------------------------------------------------------------------------
Norman T. Hall 89,898(3) *
Donald F. McGuinness 618,131(4) 3.87%
Thomas M. Reahard 27,000(5) *
Hamid R. Shokrgozar 129,625(6) *
Thomas J. Toy 21,125(7) *
Joseph G. Warren, Jr.** 5,000 *
Edward A. White 1,491,866(8) 9.33%
Directors and executive officers as a
group (7 persons) 2,382,645(9) 20.01%
* Represents less than 1% of the class.
** Resigned July 27, 1999.
(1) Unless otherwise noted the Corporation believes that all persons named in
the table has sole voting and investment power with respect to all shares
of the Corporation's Common Stock that are beneficially owned by them. A
person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days upon the exercise of options or
other such rights.
(2) Each owner's percentage ownership is determined by assuming that options
held by such person (but not those held by any other person) which are
exercisable within 60 days have been exercised. None of the persons named
in the table is a beneficial owner of the Corporation's $3.00 Preferred
Stock.
(3) Includes options to purchase 38,898 shares of Common Stock originally
granted under the Corporation's Non-Qualified Stock Option Plan for
Non-Employee Directors.
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(4) Includes options to purchase 615,836 shares of Common Stock originally
granted under the under the Corporation's Non-Qualified Stock Option Plan
for Non-Employee Directors.
(5) Includes options to purchase 24,000 shares of Common Stock granted under
the Corporation's Non-Qualified Stock Option Plan for Non-Employee
Directors.
(6) Includes options to purchase 11,000 shares of Common Stock granted under
the Corporation's 1986 Stock Option Plan and options to purchase 118,625
shares of Common Stock granted under the Corporation's 1994 Flexible Stock
Plan.
(7) Includes options to purchase 21,125 shares of Common Stock granted under
the Corporation's Non-Qualified Stock Option Plan for Non-Employee
Directors.
(8) See Note 1 to the beneficial ownership table of persons owning in excess
of 5% of the Corporation's Common Stock at page 3.
(9) Includes options as indicated in notes 3-7, above.
OTHER MATTERS
The Board of Directors does not know of any other matters which are likely to be
brought before the meeting. However, in the event that any other matters
properly come before the meeting, the persons named in the enclosed proxy will
vote said proxy in accordance with their judgment on such matters.
The cost of preparing, assembling and mailing this Proxy Statement, the Notice
of Meeting and the enclosed proxy will be borne by White Electronic Designs
Corporation. In addition to the solicitation of proxies by use of the mails, the
Corporation will utilize its stock transfer agent, American Stock Transfer and
Trust Company, to assist in the solicitation at no additional cost beyond the
annual retainer. The Corporation also may utilize the services of some of its
officers and regular employees (who will receive no compensation therefor in
addition to their regular salaries) to solicit proxies personally and by
telephone and telegraph. The Corporation will request banks, brokers and other
custodians, nominees and fiduciaries to forward copies of the proxy material to
their principals and to request authority for the execution of proxies, and will
reimburse such persons for their expenses in so doing.
A copy of the White Electronic Designs Corporation's Annual Report to
Shareholders for the fiscal year ended October 2, 1999, accompanies this Proxy
Statement. The Annual Report includes the Corporation's Annual Report on Form
10-K for such fiscal year, without exhibits, substantially as filed with the
Securities and Exchange Commission. Copies of the omitted exhibit list are
available to any shareholder free of charge. Copies of the omitted exhibits are
available for a fee equal to the Corporation's reasonable expenses in furnishing
such exhibits.
Shareholders desiring copies of either should address a written request to
Mr. William J. Rodes, Secretary, White Electronic Designs Corporation, 3601 E.
University Drive, Phoenix, Arizona 85034, and are asked to mark "1999 10-K
Request" on the outside of the envelope containing the request.
SHAREHOLDER PROPOSAL FOR 2001 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 2001 Annual
Shareholders' Meeting pursuant to Rule 14a-8 promulgated under the Securities
Exchange Act of 1934, must be received at White Electronic Designs Corporation's
offices at 3601 E. University Drive, Phoenix, Arizona 85034, prior to September
13, 2000, for inclusion, if appropriate, in the 2001 Proxy Statement and form of
proxy. A shareholder proposal submitted other than pursuant to Rule 14a-8 will
be timely for purposes of Rule 14a-4(c)(1) if submitted to the Corporation on or
before November 27, 2000. If a proposal is not timely submitted pursuant to Rule
14a-4(c)(1), the proxies named in the Corporation's proxy statement for the 2001
Annual Meeting will have discretionary authority to vote with respect to any
such proposal subsequently raised at that meeting.
By order of the Board of Directors,
/s/ WILLIAM J. RODES
Secretary
January 11, 2000
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WHITE ELECTRONIC DESIGNS CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 11, 2000
The undersigned hereby names, constitutes and appoints HAMID R. SHOKRGOZAR AND
WILLIAM J. RODES, as proxies of the undersigned, with full power of
substitution, to vote all shares of both Common Stock of White Electronic
Designs Corporation (the "Company") and $3.00 Preferred Stock of the Company
held by the undersigned as of the close of business on December 29, 1999, at
the Annual Meeting of Shareholders to be held at the Company's office at 3601
E. University Drive, Phoenix, Arizona 85034, on February 11, 2000, at 11:00
a.m. Standard Time, and at any adjournments thereof, on the matters set forth
on the reverse side more fully described in the accompanying Proxy Statement,
hereby revoking any proxy or proxies heretofore given.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
12
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
WHITE ELECTRONIC DESIGNS CORPORATION
FEBRUARY 11, 2000
[ARROW] Please Detach and Mail in the Envelope Provided [ARROW]
Please mark your
A / X / votes as in this
example.
The Board of Directors recommends a vote FOR the following proposals and ALL SHARES REPRESENTED BY THIS PROXY WILL BE SO VOTED
UNLESS OTHERWISE INDICATED.
FOR all nominees listed WITHHOLD AUTHORITY
at right (except as to vote for all nominees FOR AGAINST ABSTAIN
marked to the contrary) listed to the right
1. Election Nominees: 2. Ratification of
of / / / / Hamid R. Shokrgozar appointment of / / / / / /
Directors Donald F. McGuinness PricewaterhouseCoopers LLP
Edward A. White as independent auditors.
INSTRUCTION: To withhold authority to vote for any Thomas M. Reahard
individual nominee, write that nominee's name on the Norman T. Hall IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING,
space provided: Thomas J. Toy THIS PROXY WILL BE VOTED BY THE PROXIES IN THEIR BEST
JUDGMENT. AT PRESENT TIME, THE BOARD OF DIRECTORS
- ---------------------------------------------------- KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
ANNUAL MEETING. THIS PROXY ALSO CONFERS DISCRETIONARY
AUTHORITY ON THE PROXIES TO VOTE WITH RESPECT TO THE
ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEES
ARE UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE
AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL
MEETING.
The undersigned acknowledges receipt from the Company
prior to the execution of this proxy of the Notice of
Annual Meeting of Shareholders, a Proxy Statement and
the 1999 Annual Report to Shareholders.
Signature Signature Dated: , 2000
------------------------------------------- ------------------------------------------------- ----------
IF HELD JOINTLY
NOTE: Shareholders should sign only as name(s) appear(s) above. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate their capacity, and where more than one name appears, a majority must sign. An officer signing
for a corporation should state their title.