~~Table~~UNITED ofSTATES ~~Contents~~

~~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~~Pursuant ofto ~~report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event reported): March 25, 2010~~

~~WHITE~~Securities ~~ELECTRONIC~~Exchange ~~DESIGNS~~Act ~~CORPORATION~~ of 1934

~~(Exact~~Date ~~Name~~ of ~~Registrant~~Report as(Date ~~Specified~~of inearliest ~~Charter~~event reported): March 29, 2010

Indiana		1-4817		35-0905052
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

WHITE ELECTRONIC DESIGNS CORPORATION

~~Check~~(Exact ~~the~~Name ~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy~~of ~~the~~Registrant ~~filing~~as ~~obligation~~Specified ofin ~~the~~its ~~registrant~~Charter) ~~under any of the following provisions:~~

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Indiana

1-04817

35-0905052

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


3601 E. University Drive, Phoenix, Arizona		85034
(Address of Principal Executive Offices)		(Zip Code)

~~o Pre-commencement~~Registrant’s ~~communications~~telephone ~~pursuant~~number, toincluding ~~Rule 14d-2(b)~~area ~~under~~code: ~~the Exchange Act~~ (~~17 CFR 240.14d-2(b~~602)) 437-1520

~~o Pre-commencement~~Not ~~communications~~applicable ~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))~~

~~TABLE~~(Former OFName ~~CONTENTS~~or Former Address, if Changed Since Last Report.)

	Item 2.01. Completion of Acquisition or Disposition of Assets.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-10.1

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:

~~Table~~¨ ofWritten ~~Contents~~communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

~~Item 2.01.~~¨ ~~Completion~~Soliciting ofmaterial ~~Acquisition~~pursuant orto ~~Disposition~~Rule of14a-12 ~~Assets~~under the Exchange Act (17 CFR 240. 14a-12)

On¨ ~~March 25,~~Pre-commencement ~~2010,~~communications ~~White~~pursuant ~~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~~Rule the identified assets, including among other assets, real estate, equipment, personal property and inventory of the Company’s 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 build14d-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 2(ib) to aunder ~~new labor agreement with~~ the ~~labor~~Exchange ~~union~~Act ~~of the Business, and~~ (~~ii) to~~17 ~~continue~~CFR ~~to employ the employees of the Business, with a few limited exceptions~~240.$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 non14d-~~compete provisions~~2(b) 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~~Pre-commencement ~~description~~communications ofpursuant ~~the~~to ~~Asset~~Rule ~~Purchase~~13e-4(c) ~~Agreement~~under ~~is not complete and is qualified in its entirety by reference to~~ the ~~Asset~~Exchange ~~Purchase~~Act ~~Agreement,~~(17 aCFR ~~copy of which is filed herewith as Exhibit 10~~240.1. 13e-4(c))

~~Table~~Item of1.01 ~~Contents~~Entry into a Material Definitive Agreement.

~~Item 9.01.~~Agreement ~~Financial~~and ~~Statements~~Plan ~~and~~of ~~Exhibits.~~ Merger

~~(b)~~On March ~~Pro~~29, ~~Forma~~2010, ~~Financial Information. The following unaudited pro forma condensed consolidated~~White ~~financial~~Electronic ~~information~~Designs ofCorporation (the “Company”) ~~is derived from the Company’s historical consolidated financial statements~~ and ~~should~~Microsemi ~~be read in conjunction with the audited financial statements and notes thereto appearing in the Company’s Annual Report on Form 10-K for the year ended September 30~~Corporation, ~~2009~~a ~~and~~Delaware ~~the~~corporation ~~Company’s Quarterly Report on Form 10-Q for the period ended December 31~~(“Microsemi”), ~~2009. The~~entered ~~accompanying~~into ~~unaudited~~an ~~pro~~Agreement ~~forma~~and ~~condensed~~Plan ~~consolidated statements~~ of ~~income~~Merger ~~for~~ (the ~~three months~~“Merger ~~ended~~Agreement”) ~~December 31,~~by ~~2009~~ and ~~the~~among ~~year ended September 30, 2009 are presented as if~~ the ~~disposition~~ ~~of the Business as discussed in Item 2.01 hereof~~Company, ~~had been completed as of December 31,~~Microsemi ~~2009~~ and ~~September 30,~~Rabbit ~~2009,~~Acquisition ~~respectively~~Corp. ~~The unaudited pro forma condensed consolidated balance sheet is presented as if the disposition had been completed as of December 31~~, ~~2009~~an ~~and~~Indiana ~~September 30,~~corporation ~~2009, respectively. The unaudited pro forma condensed financial information is for informational purposes only~~ and ~~does~~a ~~not~~wholly ~~purport~~owned tosubsidiary ~~present what our results would actually have been had these transactions actually occurred on the dates presented or to project our results~~ of ~~operations~~Microsemi ~~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~~(“Purchaser”), ~~are~~pursuant ~~based upon available information and certain assumptions that we believe are reasonable. The allocations are preliminary in nature and subject~~ to ~~change~~which ~~following~~Microsemi ~~the~~will ~~transaction~~acquire ~~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~~Company.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Purchaser will commence a cash tender offer (dthe “Offer”) ~~Exhibits~~ to purchase all of the outstanding shares of the Company’s common stock, stated value $0.10 per share (the “Shares”), at a purchase price of $7.00 per Share, net to the tendering shareholder in cash, without interest and less any required withholding taxes (the “Per Share Amount”). Upon successful completion of the Offer, and subject to the terms and conditions of the Merger Agreement, Purchaser will be merged with and into the Company (the “Merger,”) and the Company will survive the Merger as a wholly-owned subsidiary of Microsemi. At the effective time of the Merger (the “Effective Time”), each outstanding Share, other than Shares owned by the Company, Microsemi or their respective subsidiaries immediately prior to the Effective Time, will automatically be converted into the right to receive the Per Share Amount on the terms and subject to the conditions set forth in the Merger Agreement.

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

Purchaser commenced the Offer on March 31, 2010, and Purchaser has agreed to keep the Offer open for at least 20 business days, subject to extensions required under the Merger Agreement, with the availability of a subsequent offering period for the Offer at Purchaser’s discretion of up to an additional 20 business days. The Offer and the Merger are subject to the satisfaction of customary closing conditions, including, among other things, the (i) satisfaction of the Minimum Condition (as defined below) and (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of any other required consents or approvals of any governmental authority of competent jurisdiction, the absence of which would reasonably be expected to dilute materially the anticipated benefits to Parent of the transaction. The term “Minimum Condition” generally requires that there has been validly tendered and not withdrawn prior to the expiration date for the Offer (as it may have been extended or re-extended pursuant to the Merger Agreement, the “Expiration Date”) at least that number of Shares that when added to any Shares already owned by Parent or any of its controlled subsidiaries, if any, equals 50.1% of the sum of the then outstanding Shares plus (without duplication) a number equal to the number of Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights with an exercise price below the price per Share payable in the Offer, including the Company’s outstanding restricted stock units and options to purchase one or more Shares in each case, which are convertible or exercisable on or prior to the later of (i) September 30, 2010 and (ii) the Outside Date (as defined in the Merger Agreement), as the same may be extended pursuant to the terms of the Merger Agreement. Based upon the foregoing definition and solely by way of example, as of March 26, 2010, assuming that no Shares were issued by the Company after March 26, 2010 and that the Expiration Date is not extended, the Minimum Condition would be satisfied if approximately 12.2 million Shares were validly tendered and not withdrawn in the Offer.

~~Table~~Pursuant to the Merger Agreement, the Company has granted to Purchaser an irrevocable option, exercisable only in accordance with the terms and conditions set forth in the Merger Agreement including satisfaction of ~~Contents~~the Minimum Condition and completion of the Offer, to purchase up to that number of Shares equal to the lowest number of Shares that, when added to the number of Shares collectively owned by Purchaser at the time of exercise, shall constitute one Share more than 90% of the sum of (i) the then outstanding Shares plus (ii) a number equal to the number of Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, including RSUs and Stock Options, in each case, which are convertible or exercisable prior to the date that is ten business days after such exercise and the issuance of the top-up option Shares, at a purchase price per top-up option Share equal to the price per Share payable in the Offer. The top-up option shall not be exercisable for Shares in excess of the number of Shares authorized and unissued or held in the treasury of the Company (giving effect to the Shares issuable pursuant to all then outstanding Stock Options, RSUs and any other rights to acquire Shares as if such shares were outstanding).

~~WHITE~~The ~~ELECTRONIC~~Company, ~~DESIGNS~~Microsemi ~~CORPORATION~~and ~~AND~~Purchaser ~~SUBSIDIARIES~~have made customary representations and warranties in the Merger Agreement and agreed to certain ~~CONDENSED~~customary ~~CONSOLIDATED~~covenants, ~~BALANCE~~including ~~SHEETS~~covenants regarding the operation of the Company’s business prior to the closing of the Merger and covenants prohibiting the Company from soliciting, or providing information or entering into discussions ~~(Unaudited) (In~~concerning, ~~thousands)~~proposals relating to alternative business combination transactions, except in limited circumstances relating to unsolicited proposals that are, or could reasonably be expected to lead to, a proposal superior to the transactions contemplated by the Merger Agreement.

	As of December 31, 2009
				Pro Forma			Pro Forma
	As Reported			Adjustments [a]			Adjusted
ASSETS
Current Assets
Cash and cash equivalents	$	65,387		$	1,413	[c]	$	66,800
Accounts receivable, net		10,747			—			10,747
Inventories		14,054			(1,232	)		12,822
Prepaid expenses and other current assets		3,965			—			3,965
Deferred income taxes		2,563			(287	)		2,276
Assets held for sale		—			—			—
Total Current Assets		96,716			(106	)		96,610
Property, plant and equipment, net		10,992			(569	)		10,423
Deferred income taxes		1,145			(64	)		1,081
Goodwill		1,764			—			1,764
Other assets		67			300	[d]		367
Assets held for sale		—			—			—
Total Assets	$	110,684		$	(439	)	$	110,245
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	2,350		$	—		$	2,350
Accrued salaries and benefits		1,353			—			1,353
Other accrued expenses		1,439			—			1,439
Deferred revenue		1,048			—			1,048
Liabilities related to assets held for sale		—			—			—
Total Current Liabilities		6,190			—			6,190
Accrued pension liability		412	[b]		—			412
Other liabilities		743			—			743
Total Liabilities		7,345			—			7,345
Commitments and Contingencies
Total Shareholders’ Equity		103,339			(439	)		102,900
Total Liabilities and Shareholders’ Equity	$	110,684		$	(439	)	$	110,245

The Merger Agreement contains certain termination rights for each of the Company, Microsemi and Purchaser and further provides that upon termination of the Merger Agreement under specified circumstances the Company may be required to pay Microsemi a termination fee of $6.6 million or to reimburse Microsemi for its out-of-pocket expenses and fees in an amount not to exceed $2.5 million.

[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 December 31, 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]		The net cash received represents the cash proceeds of $1.5 million less applicable liabilities and settlement costs.
[d]		Amounts represent the $0.3 million note receivable obtained as part of the transaction.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement attached as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Microsemi or Purchaser. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by the parties thereto in connection with the signing of the Merger Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between the Company, Microsemi and Purchaser, rather than establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts about the Company, Microsemi and Purchaser.

~~Table~~Form of ~~Contents~~Indemnification Agreement

~~WHITE~~The ~~ELECTRONIC~~Board ~~DESIGNS~~of ~~CORPORATION~~Directors ~~AND~~(the ~~SUBSIDIARIES CONDENSED~~“Board”) ~~CONSOLIDATED~~of ~~BALANCE~~the ~~SHEETS~~ Company approved a form of indemnification agreement (~~Unaudited)~~the “Indemnification Agreement”) to be entered into by the Company and its directors and officers (Ineach ~~thousands~~such executing individual, an “Indemnitee”). On March 29, 2010, the Company entered into Indemnification Agreements with each of directors Gerald R. Dinkel, Jack A. Henry, Brian R. Kahn, Melvin L. Keating, Kenneth J. Krieg, Paul D. Quadros, and Thomas J. Toy and Dan Tarantine, Executive Vice President, Sales & Marketing of the Company. With certain exceptions, these agreements provide for indemnification for expenses, including, among other things, attorneys’ fees, judgments, fines and settlement amounts, incurred by any of these individuals in proceedings resulting from the fact that the individual is or was a director or an officer of the Company. The agreements also provide for the advancement of expenses to the individuals in connection with any such proceedings.

	As of September 30, 2009
				Pro Forma			Pro Forma
	As Reported			Adjustments [a]			Adjusted
ASSETS
Current Assets
Cash and cash equivalents	$	64,170		$	1,413	[c]	$	65,583
Accounts receivable, net		10,136			—			10,136
Inventories		15,642			(1,167	)		14,475
Prepaid expenses and other current assets		3,607			—			3,607
Deferred income taxes		2,464			(413	)		2,051
Assets held for sale		174			—			174
Total Current Assets		96,193			(167	)		96,026
Property, plant and equipment, net		11,677			(939	)		10,738
Deferred income taxes		1,100			(68	)		1,032
Goodwill		1,764			—			1,764
Other assets		67			300	[d]		367
Assets held for sale		796			—			796
Total Assets	$	111,597		$	(874	)	$	110,723
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	3,823		$	—		$	3,823
Accrued salaries and benefits		1,874			—			1,874
Other accrued expenses		1,546			—			1,546
Deferred revenue		923			—			923
Liabilities related to assets held for sale		352			—			352
Total Current Liabilities		8,518			—			8,518
Accrued pension liability		434	[b]		—			434
Other liabilities		755			—			755
Total Liabilities		9,707			—			9,707
Commitments and Contingencies
Total Shareholders’ Equity		101,890			(874	)		101,016
Total Liabilities and Shareholders’ Equity	$	111,597		$	(874	)	$	110,723

The foregoing description of the Indemnification Agreement and the parties’ rights and obligations thereunder does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Indemnification Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

[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]		The net cash received represents the cash proceeds of $1.5 million less applicable liabilities and settlement costs.
[d]		Amounts represent the $0.3 million note receivable obtained as part of the transaction.

Additional Information and Where to Find It

~~Table~~The tender offer for the outstanding shares of ~~Contents~~the Company described herein commenced on March 31, 2010. This communication is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Company pursuant to Microsemi’s tender offer or otherwise. Any offers to purchase or solicitations of offers to sell will be made only pursuant to the Tender Offer Statement on Schedule TO (including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) which was filed by Purchaser with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2010. In addition, the Company has filed with the SEC on April 1, 2010 a Solicitation/Recommendation Statement on Schedule 14d-9 with respect to the tender offer. The Company’s shareholders are advised to read these documents, any amendments to these documents and any other documents relating to the tender offer that are filed with the SEC carefully and in their entirety prior to making any decision with respect to Microsemi’s tender offer because these documents contain important information, including the terms and conditions of the offer. The Company’s shareholders may obtain copies of these documents for free at the SEC’s website at www.sec.gov or from the information agent for the tender offer, Georgeson Inc., at (866) 729-6799 (toll-free).

~~WHITE~~Item ~~ELECTRONIC~~9.01 ~~DESIGNS~~Financial ~~CORPORATION~~Statements ~~AND~~and ~~SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)~~ Exhibits.

(~~In thousands, except share and per share data~~d) Exhibits.

	Three Months Ended December 31, 2009
ExhibitNumber	Description
				Pro Forma			Pro Forma
2.1	Agreement and Plan of Merger dated March 29, 2010 by and among Microsemi Corporation, Rabbit Acquisition Corp. and White Electronic Designs Corporation. Certain schedules referenced in the Agreement and Plan of Merger have been omitted in accordance with Item 601(b)(2) of Regulation S–K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.
	As Reported			Adjustments [a]			Adjusted
10.1	Form of Indemnification Agreement (incorporated by reference to Exhibit (e)(27) to the Schedule 14d-9 filed with the Commission by the Company on April 1, 2010).
Net sales	$	15,568		$	(655	)	$	14,913
Cost of sales		9,817			(672	)[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.

SIGNATURE

~~Table~~Pursuant to the requirements of ~~Contents~~the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WHITE ELECTRONIC DESIGNS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


	White Electronic Designs Corporation
		(Registrant)

Date: April 2, 2010	By:	/s/ Gerald R. Dinkel
		Gerald R. Dinkel
		President and Chief Executive Officer

(In thousands, except share and per share data)


Exhibit Number		Description

2.1		Agreement and Plan of Merger dated March 29, 2010 by and among Microsemi Corporation, Rabbit Acquisition Corp. and White Electronic Designs Corporation. Certain schedules referenced in the Agreement and Plan of Merger have been omitted in accordance with Item 601(b)(2) of Regulation S–K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.

10.1		Form of Indemnification Agreement (incorporated by reference to Exhibit (e)(27) to the Schedule 14d-9 filed with the Commission by the Company on April 1, 2010).

	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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