UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
White Electronic Designs
Corporation
(Name
of Issuer)
(Title
of Class of Securities)
963801105
(CUSIP
Number)
(Date
of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(the “Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
|
CUSIP
NO. 963801105
|
13G
|
Page 2
of 12 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield
Partners Small Cap Value, L.P.
13-3688497
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
Reporting person is
affiliated with other persons
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
364,261
|
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
364,261
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
364,261
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
|
CUSIP
NO. 963801105
|
13G
|
Page 3
of 12 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield
Partners Small Cap Value, L.P. I
13-3953291
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
Reporting person is
affiliated with other persons
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
642,556
|
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
642,556
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
642,556
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
|
CUSIP
NO. 963801105
|
13G
|
Page 4
of 12 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield
Small Cap Value Offshore Fund, Ltd.
(No
IRS Identification No.)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
Reporting person is affiliated
with other persons
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
420,184
|
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
420,184
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
420,184
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
|
CUSIP
NO. 963801105
|
13G
|
Page 5
of 12 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield
Capital Management, LLC
13-4018186
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
Reporting person is
affiliated with other persons
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
1,006,817
(1)
|
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
1,006,817
(1)
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,006,817
(1)
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
(Limited Liability Company)
|
(1)
Wynnefield Capital Management, LLC holds an indirect beneficial interest in
these shares which are directly beneficially owned by Wynnefield Partners Small
Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P.I.
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CUSIP
NO. 963801105
|
13G
|
Page 6
of 12 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield
Capital, Inc.
13-3688495
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
Reporting person is affiliated
with other persons
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
420,184 (1)
|
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
420,184 (1)
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
420,184 (1)
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8
%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
(1)
Wynnefield Capital, Inc. holds an indirect beneficial interest in these shares
which are directly beneficially owned by Wynnefield Small Cap Value Offshore
Fund, Ltd.
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CUSIP
NO. 963801105
|
13G
|
Page 7
of 12 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Nelson
Obus
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
Reporting person is
affiliated with other persons
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
(a)
United States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,427,001
(1)
|
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
1,427,001
(1)
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,427,001
(1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2
%
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
(1) Mr.
Obus may be deemed to hold an indirect beneficial interest in these shares,
which are directly beneficially owned by Wynnefield Partners Small Cap Value,
L.P., Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value
Offshore Fund, Ltd, because he is a co-managing member of Wynnefield Capital
Management, LLC and an executive officer of Wynnefield Capital, Inc. The filing
of this Statement and any future amendment by Mr. Obus, and the inclusion of
information herein and therein with respect to Mr. Obus, shall not be considered
an admission that he, for the purpose of Section 16(b) of the Exchange Act, is
the beneficial owner of any shares in which he does not have a pecuniary
interest. Mr. Obus disclaims any beneficial ownership of the shares of Common
Stock covered by this Statement.
|
CUSIP
NO. 963801105
|
13G
|
Page 8
of 12 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Joshua
Landes
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
Reporting person is
affiliated with other persons
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
(b)United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,273,301
(1)
|
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
1,273,301(1)
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,273,301
(1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7
%
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
(1) Mr.
Landes may be deemed to hold an indirect beneficial interest in these shares,
which are directly beneficially owned by Wynnefield Partners Small Cap Value,
L.P., Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value
Offshore Fund, Ltd, because he is a co-managing member of Wynnefield Capital
Management, LLC and an executive officer of Wynnefield Capital, Inc. The filing
of this Statement and any future amendment by Mr. Landes, and the inclusion of
information herein and therein with respect to Mr. Landes, shall not be
considered an admission that he, for the purpose of Section 16(b) of the
Exchange Act, is the beneficial owner of any shares in which he does not have a
pecuniary interest. Mr. Landes disclaims any beneficial ownership of the shares
of Common Stock covered by this Statement
|
CUSIP
NO. 963801105
|
13G
|
Page 9
of 12 Pages
|
Explanatory Note:
This
Statement of Beneficial Ownership on Schedule 13G (the “Statement”) is being
filed to amend the Reporting Persons’ (as defined below) Statement of Beneficial
Ownership on Schedule 13D filed with the Securities and Exchange Commission on
December 11, 2008, as further amended by Amendment No. 1 filed on December 19,
2008 and Amendment No. 2 filed on February 10, 2009, to re-establish the
Reporting Persons’ Schedule 13G eligibility pursuant to Rule 13d-1(h) under the
Securities Exchange Act of 1934, as amended, since the Reporting Persons have
determined that
they no
longer hold the Common Share (as defined below) with a purpose or effect of
changing or influencing control of the Issuer or in connection with or as a
participant in any transaction having that purpose or
effect.
|
Item
1(a).
|
Name
of Issuer:
|
White
Electronic Designs Corporation, an Indiana corporation the (“
Issuer
”).
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
3601 E
University Dr, Phoenix, Arizona 85034-7217
|
Item
2(a).
|
Name of Filing
Person:
The “Reporting Persons”
are:
|
Wynnefield
Partners Small Cap Value, L.P. ("
Partners
")
Wynnefield
Partners Small Cap Value, L.P. I ("
Partners
I
")
Wynnefield
Partners Small Cap Offshore Fund, Ltd. ("
Fund
")
Wynnefield
Capital Management, LLC (“
WCM
”)
Wynnefield
Capital Inc. (“
WCI
”)
Nelson
Obus (“
Obus
”)
Joshua
Landes (“
Landes
”)
|
Item
2(b).
|
Address
of Principal Business Office or, if none,
Residence:
|
450
Seventh Avenue, Suite 509, New York, New York 10123
Partners
and Partners I are Delaware Limited Partnerships.
Fund is a
Cayman Islands Company.
WCM is a
New York Limited Liability Company.
WCI is a
Delaware Corporation.
Mr. Obus
is a United States citizen.
Mr.
Landes is a United States citizen.
|
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock, $0.10 stated value per share (the “Common Shares”)
963801105
|
Item
3.
|
If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is
a:
|
None of
the reporting persons is an entity specified in Rule
13d-1(b)(1)(ii).
(a)
Amount beneficially owned by all Reporting Persons: 1,427,001 Common
Shares
(b)
Percent of class: 6.2% of the outstanding Common Shares (the percentage of
shares owned being based upon 22,940,196 Common Shares outstanding as of August
7, 2009, as set forth in the Issuer’s most recent report on Form 10-Q for the
period ended June 28, 2009, filed with the Securities and Exchange Commission on
August 12, 2009).
(c)
Number of shares as to which the Reporting Persons have:
(i) sole
power to vote or to direct the vote: 1,427,001 Common Shares
(ii)
shared power to vote or to direct the vote: 0
(iii)
sole power to dispose or to direct the disposition: 1,427,001
Common Shares
(iv)
shared power to dispose or to direct the disposition: 0
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
Not
applicable.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
|
CUSIP
NO. 963801105
|
13G
|
Page 10
of 12 Pages
|
Not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person:
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group:
|
See Item
2.
|
Item
9.
|
Notice
of Dissolution of Group:
|
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
|
CUSIP
NO. 963801105
|
13G
|
Page 11
of 12 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: December
4, 2009
WYNNEFIELD
PARTNERS SMALL
CAP
VALUE, L.P.
By:
Wynnefield Capital Management, LLC,
General
Partner
By:
/s/ Nelson
Obus
Nelson
Obus, Co-Managing Member
WYNNEFIELD
PARTNERS SMALL
CAP
VALUE, L.P. I
By:
Wynnefield Capital Management, LLC,
General
Partner
By:
/s/ Nelson
Obus
Nelson
Obus, Co-Managing Member
WYNNEFIELD
SMALL CAP VALUE OFFSHORE FUND, LTD.
By:
Wynnefield Capital, Inc.
By:
/s/ Nelson
Obus
Nelson
Obus, President
WYNNEFIELD
CAPITAL MANAGEMENT, LLC
By:
/s/ Nelson
Obus
Nelson
Obus, Co-Managing Member
|
CUSIP
NO. 963801105
|
13G
|
Page 12
of 12 Pages
|
WYNNEFIELD
CAPITAL, INC.
By:
/s/ Nelson
Obus
Nelson
Obus, President
/s/ Nelson
Obus
Nelson
Obus
/s/ Joshua H.
Landes
Joshua H.
Landes
Grafico Azioni White Electronic Designs Corp. (MM) (NASDAQ:WEDC)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni White Electronic Designs Corp. (MM) (NASDAQ:WEDC)
Storico
Da Giu 2023 a Giu 2024
