- Current report filing (8-K)
31 March 2010 - 8:39AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): March 25, 2010
WHITE ELECTRONIC DESIGNS CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Indiana
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1-4817
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35-0905052
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3601 E. University Drive, Phoenix, Arizona 85034
(Address of Principal Executive Offices) (Zip Code)
(602) 437-1520
(Registrants telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
TABLE OF CONTENTS
Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 25, 2010, White Electronic Designs Corporation (the Company) entered into an Asset
Purchase Agreement (the Asset Purchase Agreement) with Bowmar LLC, an Indiana limited liability
company (Bowmar), to sell the identified assets, including among other assets, real estate,
equipment, personal property and inventory of the Companys Fort Wayne, Indiana operations
associated with the Electromechanical Products Division of the Company (the Business) to Bowmar
for approximately $1,800,000 million (the Purchase Price) and the assumption of identified
liabilities. The Business manufactures, sells, installs and services build-to-print mechanical,
electromechanical, and electronic assemblies, and interface products. This transaction closed the
same day as the execution of the Asset Purchase Agreement and also resulted in Bowmar agreeing (i)
to a new labor agreement with the labor union of the Business, and (ii) to continue to employ the
employees of the Business, with a few limited exceptions.$1,500,000 of the Purchase Price was paid
in cash at closing and the remaining $300,000 is deferred Purchase Price paid out pursuant to the
terms and conditions of the associated promissory note. The Asset Purchase Agreement contains
representations and warranties, covenants (including confidentiality and non-compete provisions)
and indemnification provisions that are customary for transactions of this type. In addition, the
Asset Purchase Agreement provides, subject to the terms and conditions of the Asset Purchase
Agreement, for certain post-closing services to be provided by the Company during a transitional
period of the Business.
The foregoing description of the Asset Purchase Agreement is not complete and is qualified in
its entirety by reference to the Asset Purchase Agreement, a copy of which is filed herewith as
Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information. The following unaudited pro forma condensed consolidated
financial information of the Company is derived from the Companys historical consolidated
financial statements and should be read in conjunction with the audited financial statements and
notes thereto appearing in the Companys Annual Report on Form 10-K for the year ended September
30, 2009 and the Companys Quarterly Report on Form 10-Q for the period ended December 31, 2009.
The accompanying unaudited pro forma condensed consolidated statements of income for the three
months ended December 31, 2009 and the year ended September 30, 2009 are presented as if the
disposition of the Business as discussed in Item 2.01 hereof, had been completed as of December 31,
2009 and September 30, 2009, respectively. The unaudited pro forma condensed consolidated balance
sheet is presented as if the disposition had been completed as of December 31, 2009 and September
30, 2009, respectively. The unaudited pro forma condensed financial information is for informational purposes
only and does not purport to present what our results would actually have been had these
transactions actually occurred on the dates presented or to project our results of operations or
financial position for any future period. The pro forma adjustments as described herein and in the
notes to the unaudited pro forma condensed consolidated financial statements, are based upon available
information and certain assumptions that we believe are reasonable. The allocations are preliminary
in nature and subject to change following the transaction based on refinements as actual data
becomes available. The Company cannot reasonably estimate the amount of the loss on the disposition
at this time and therefore, the pro forma condensed consolidated financial statements do not
include the amount of any loss from the disposition.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Asset Purchase Agreement, dated as
of March 25, 2010, between White Electronic Designs Corporation and
Bowmar LLC, an Indiana limited liability company
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WHITE ELECTRONIC DESIGNS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
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As of December 31, 2009
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Pro Forma
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Pro Forma
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As Reported
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Adjustments [a]
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Adjusted
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ASSETS
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Current Assets
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Cash and cash equivalents
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$
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65,387
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$
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1,413
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[c]
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$
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66,800
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Accounts receivable, net
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10,747
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10,747
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Inventories
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14,054
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(1,232
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)
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12,822
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Prepaid expenses and other current assets
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3,965
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3,965
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Deferred income taxes
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2,563
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(287
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)
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2,276
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Assets held for sale
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Total Current Assets
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96,716
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(106
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)
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96,610
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Property, plant and equipment, net
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10,992
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(569
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)
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10,423
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Deferred income taxes
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1,145
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(64
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)
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1,081
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Goodwill
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1,764
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1,764
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Other assets
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67
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300
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[d]
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367
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Assets held for sale
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Total Assets
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$
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110,684
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$
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(439
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)
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$
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110,245
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LIABILITIES AND SHAREHOLDERS EQUITY
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Current Liabilities
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Accounts payable
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$
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2,350
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$
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$
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2,350
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Accrued salaries and benefits
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1,353
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1,353
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Other accrued expenses
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1,439
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1,439
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Deferred revenue
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1,048
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1,048
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Liabilities related to assets held for sale
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Total Current Liabilities
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6,190
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6,190
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Accrued pension liability
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412
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[b]
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412
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Other liabilities
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743
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743
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Total Liabilities
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7,345
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7,345
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Commitments and Contingencies
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Total Shareholders Equity
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103,339
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(439
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)
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102,900
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Total Liabilities and
Shareholders Equity
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$
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110,684
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$
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(439
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)
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$
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110,245
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[a]
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Unless otherwise noted, the proforma adjustments represent the assets, liabilities and equity related to the Ft. Wayne operations, assuming the disposition had occurred on December 31, 2009.
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[b]
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The accrued pension liability relates to the Ft. Wayne operations, but was not sold as part of the transaction and remains the obligation of the Company.
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[c]
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The net cash received represents the cash proceeds of $1.5 million less applicable liabilities and settlement costs.
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[d]
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Amounts represent the $0.3 million note receivable obtained as part of the transaction.
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WHITE ELECTRONIC DESIGNS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
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As of September 30, 2009
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Pro Forma
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Pro Forma
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As Reported
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Adjustments [a]
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Adjusted
|
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ASSETS
|
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Current Assets
|
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Cash and cash equivalents
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$
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64,170
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$
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1,413
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[c]
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$
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65,583
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Accounts receivable, net
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10,136
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10,136
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Inventories
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15,642
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(1,167
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)
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14,475
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Prepaid expenses and other current assets
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3,607
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3,607
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Deferred income taxes
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2,464
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(413
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)
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2,051
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Assets held for sale
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174
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174
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|
|
|
|
|
|
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Total Current Assets
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96,193
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|
|
|
(167
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)
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96,026
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|
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|
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|
|
|
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Property, plant and equipment, net
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11,677
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|
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(939
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)
|
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10,738
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Deferred income taxes
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|
1,100
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|
|
|
(68
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)
|
|
|
1,032
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|
Goodwill
|
|
|
1,764
|
|
|
|
|
|
|
|
1,764
|
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Other assets
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|
|
67
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|
|
|
300
|
[d]
|
|
|
367
|
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Assets held for sale
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|
|
796
|
|
|
|
|
|
|
|
796
|
|
|
|
|
|
|
|
|
|
|
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Total Assets
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$
|
111,597
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|
|
$
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(874
|
)
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$
|
110,723
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|
|
|
|
|
|
|
|
|
|
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LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
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Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
3,823
|
|
|
$
|
|
|
|
$
|
3,823
|
|
Accrued salaries and benefits
|
|
|
1,874
|
|
|
|
|
|
|
|
1,874
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|
Other accrued expenses
|
|
|
1,546
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|
|
|
|
|
|
|
1,546
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Deferred revenue
|
|
|
923
|
|
|
|
|
|
|
|
923
|
|
Liabilities related to assets held for sale
|
|
|
352
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|
|
|
|
|
|
352
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|
|
|
|
|
|
|
|
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Total Current Liabilities
|
|
|
8,518
|
|
|
|
|
|
|
|
8,518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued pension liability
|
|
|
434
|
[b]
|
|
|
|
|
|
|
434
|
|
Other liabilities
|
|
|
755
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|
|
|
|
|
|
|
755
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|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
9,707
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|
|
|
|
|
|
|
9,707
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|
|
|
|
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|
|
|
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|
|
Commitments and Contingencies
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Shareholders Equity
|
|
|
101,890
|
|
|
|
(874
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)
|
|
|
101,016
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|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and
Shareholders Equity
|
|
$
|
111,597
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|
|
$
|
(874
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)
|
|
$
|
110,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[a]
|
|
Unless otherwise noted, the proforma adjustments represent the assets, liabilities and equity related to the Ft. Wayne operations, assuming the disposition had occurred on September 30, 2009.
|
|
[b]
|
|
The accrued pension liability relates to the Ft. Wayne operations, but was not sold as part of the transaction and remains the obligation of the Company.
|
|
[c]
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The net cash received represents the cash proceeds of $1.5 million less applicable liabilities and settlement costs.
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[d]
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Amounts represent the $0.3 million note receivable obtained as part of the transaction.
|
WHITE ELECTRONIC DESIGNS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2009
|
|
|
|
|
|
|
|
Pro Forma
|
|
|
Pro Forma
|
|
|
|
As Reported
|
|
|
Adjustments [a]
|
|
|
Adjusted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net sales
|
|
$
|
15,568
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|
|
$
|
(655
|
)
|
|
$
|
14,913
|
|
Cost of sales
|
|
|
9,817
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|
|
|
(672
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)[b]
|
|
|
9,145
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
5,751
|
|
|
|
17
|
|
|
|
5,768
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
4,072
|
|
|
|
(274
|
)
|
|
|
3,798
|
|
Research and development
|
|
|
1,228
|
|
|
|
(36
|
)
|
|
|
1,192
|
|
Impairment loss
|
|
|
345
|
|
|
|
(345
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
5,645
|
|
|
|
(655
|
)
|
|
|
4,990
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
106
|
|
|
|
672
|
|
|
|
778
|
|
Interest income
|
|
|
77
|
|
|
|
|
|
|
|
77
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
183
|
|
|
|
672
|
|
|
|
855
|
|
Provision for income taxes
|
|
|
(56
|
)
|
|
|
(219
|
)
|
|
|
(275
|
)
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
127
|
|
|
|
453
|
|
|
|
580
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of discontinued operations, net of tax
|
|
|
183
|
|
|
|
|
|
|
|
183
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations
|
|
|
183
|
|
|
|
|
|
|
|
183
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
310
|
|
|
$
|
453
|
|
|
$
|
763
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.01
|
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.01
|
|
|
$
|
0.02
|
|
|
$
|
0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.01
|
|
|
$
|
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.01
|
|
|
$
|
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.01
|
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.01
|
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares and
equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
23,116,201
|
|
|
|
23,116,201
|
|
|
|
23,116,201
|
|
Diluted
|
|
|
23,353,343
|
|
|
|
23,353,343
|
|
|
|
23,353,343
|
|
|
|
|
[a]
|
|
The pro forma adjustments represent the results of operations for the Ft. Wayne operations during the period presented.
|
|
[b]
|
|
Cost of sales excludes adjustment of $0.04 million for pension expense.
|
WHITE ELECTRONIC DESIGNS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended September 30, 2009
|
|
|
|
|
|
|
|
Pro Forma
|
|
|
Pro Forma
|
|
|
|
As Reported
|
|
|
Adjustments [a]
|
|
|
Adjusted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
62,559
|
|
|
$
|
(6,049
|
)
|
|
$
|
56,510
|
|
Cost of sales
|
|
|
37,993
|
|
|
|
(3,707
|
)[b]
|
|
|
34,286
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
24,566
|
|
|
|
(2,342
|
)
|
|
|
22,224
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
16,385
|
|
|
|
(952
|
)
|
|
|
15,433
|
|
Research and development
|
|
|
4,408
|
|
|
|
(126
|
)
|
|
|
4,282
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
20,793
|
|
|
|
(1,078
|
)
|
|
|
19,715
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
3,773
|
|
|
|
(1,264
|
)
|
|
|
2,509
|
|
Interest income
|
|
|
441
|
|
|
|
|
|
|
|
441
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
4,214
|
|
|
|
(1,264
|
)
|
|
|
2,950
|
|
Provision for income taxes
|
|
|
(1,218
|
)
|
|
|
468
|
|
|
|
(750
|
)
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
2,996
|
|
|
|
(796
|
)
|
|
|
2,200
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations, net of tax
|
|
|
(344
|
)
|
|
|
|
|
|
|
(344
|
)
|
Gain on sale of discontinued operations, net of tax
|
|
|
(623
|
)
|
|
|
|
|
|
|
(623
|
)
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations
|
|
|
(967
|
)
|
|
|
|
|
|
|
(967
|
)
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,029
|
|
|
$
|
(796
|
)
|
|
$
|
1,233
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.13
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.13
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.04
|
)
|
|
$
|
|
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
(0.04
|
)
|
|
$
|
|
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.09
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.09
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares and
equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
22,875,371
|
|
|
|
22,875,371
|
|
|
|
22,875,371
|
|
Diluted
|
|
|
23,121,614
|
|
|
|
23,121,614
|
|
|
|
23,121,614
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[a]
|
|
The pro forma adjustments represent the results of operations for the Ft. Wayne operations during the period presented.
|
|
[b]
|
|
Cost of sales excludes adjustment of $0.2 million for pension expense.
|
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 hereunto duly authorized.
|
|
|
|
|
|
WHITE ELECTRONIC DESIGNS CORPORATION
|
|
Date: March 30, 2010
|
By:
|
/s/ Gerald R. Dinkel
|
|
|
|
Gerald R. Dinkel
|
|
|
|
President and Chief Executive Officer
|
|
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
Asset Purchase Agreement, dated as of March 25, 2010, between
White Electronic Designs Corporation and Bowmar LLC, an
Indiana limited liability company
|
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