<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

     (Mark One)

     |X|QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
        EXCHANGE ACT OF 1934

        For the quarterly period ended:  April 4, 1998

                                       OR

     |_|TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES 
        EXCHANGE ACT OF 1934

        For the transition period from_____________ to __________________





                          Commission File Number 1-4817



                          BOWMAR INSTRUMENT CORPORATION

             (Exact name of registrant as specified in its charter)

            INDIANA                                    35-0905052
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)              


         3601 E. UNIVERSITY DRIVE
            PHOENIX, ARIZONA                                 85034
  (Address of principal executive offices)                 (Zip Code)
                                                  Registrant's telephone number,
                                                      including area code:
                                                         602/437-1520


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  x   No

At May 5, 1998, 6,674,492 shares of the Registrant's Common Stock, and 119,906
shares of the Registrant's Preferred Stock were outstanding.
<PAGE>   2
                          BOWMAR INSTRUMENT CORPORATION


                                       AND

                                  SUBSIDIARIES



                                      Index



<TABLE>
<S>                                                                                                          <C>
PART I     FINANCIAL INFORMATION..........................................................................   2-7
                                                                                                             
       Item 1.        Financial Statements                                                                   
                                                                                                             
           Consolidated Balance Sheets (Unaudited)........................................................     2
           April 4, 1998 and September 27, 1997                                                              
                                                                                                             
           Consolidated Statements of Income (Unaudited)..................................................     3
           Second Quarter and Six Months Ended                                                               
           April 4, 1998 and March 29, 1997                                                                  
                                                                                                             
           Consolidated Statements of Cash Flows (Unaudited)..............................................     4
           Six Months Ended April 4, 1998 and                                                                
           March 29, 1997                                                                                    
                                                                                                             
           Notes to Consolidated Financial................................................................     5
           Statements (Unaudited)                                                                            
                                                                                                             
       Item 2.        Management's Discussion and Analysis................................................     6
                      of Financial Condition and Results                                                     
                      of Operations                                                                          
                                                                                                             
       PART II                 OTHER INFORMATION..........................................................     8
                                                                                                             
       Item 4.        Submission of Matters to a Vote of Security Holders.................................     8
                                                                                                             
       Item 6.        Exhibits and Reports on Form 8-K....................................................     9
</TABLE>



                                       1
<PAGE>   3
                 BOWMAR INSTRUMENT CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                           (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
                                                  April 4, 1998    September 27, 1997

-------------------------------------------------------------------------------------
<S>                                               <C>              <C>
ASSETS
Current Assets
    Cash                                               $    11             $ 1,218
    Accounts receivable, net                             5,760               4,476
    Inventories                                          7,718               8,158
    Prepaid expenses                                       438                 539
    Deferred income taxes                                2,782               2,782
----------------------------------------------------------------------------------
    Total Current Assets                                16,709              17,173
                                                                      
Property, Plant and Equipment, net                       2,636               2,642
Deferred Income Taxes                                      138                 492
Other Assets, net                                        1,228               1,202
----------------------------------------------------------------------------------
Total Assets                                           $20,711             $21,509
                                                                      
----------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY                                  
Current Liabilities                                                   
    Current portion of long-term debt                  $   884             $ 1,608
    Accounts payable                                     1,453               1,987
    Accrued salaries and benefits                        1,281               1,953
    Accrued expenses                                       260                 503
    Reserve for loss on discontinued operation             870               1,300
                                                                      
----------------------------------------------------------------------------------
    Total Current Liabilities                            4,748               7,351
                                                                      
Long-Term Debt                                           5,765               4,546
Other Long-Term Liabilities                                339                 339
----------------------------------------------------------------------------------
    Total Liabilities                                   10,852              12,236
                                                                      
----------------------------------------------------------------------------------
Shareholders' Equity                                     9,859               9,273
Total Liabilities and Shareholders' Equity             $20,711             $21,509
----------------------------------------------------------------------------------
</TABLE>

See Notes to Consolidated Financial Statements                        
                                                                  


                                       2
<PAGE>   4
                 BOWMAR INSTRUMENT CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)
                   (IN THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)


<TABLE>
<CAPTION>
                                                                                 (Restated See Note 4)
-------------------------------------------------------------------------------------------------------
                                                      Second Quarter                First Six Months
                                                  -----------------------       -----------------------
                                                    1998           1997           1998           1997

-------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>            <C>            <C>     
Sales                                             $  5,694       $  5,577       $ 11,693       $ 10,613
Cost of sales                                        3,437          3,311          6,949          6,275

-------------------------------------------------------------------------------------------------------
Gross margin                                         2,257          2,266          4,744          4,338

-------------------------------------------------------------------------------------------------------
Expenses:
    Selling, general and administrative              1,230          1,464          3,059          2,842
    Product development                                204            132            334            216
    Interest expense                                   163             98            304            203
    Other income, net                                 (228)          (161)          (207)          (280)
-------------------------------------------------------------------------------------------------------
Total expenses                                       1,369          1,533          3,490          2,981

-------------------------------------------------------------------------------------------------------
Income from continuing operations
    before income taxes                                888            733          1,254          1,357
Income tax expense                                     332            283            489            524
-------------------------------------------------------------------------------------------------------
Income from continuing operations                      556            450            765            833

-------------------------------------------------------------------------------------------------------
Discontinued Operations
    Electromechanical segment
Loss from operations, net of income tax
 expense/(credit) of $0, ($18), $0 and $26        $      0            (52)      $      0             (6)

-------------------------------------------------------------------------------------------------------
Income from discontinued operations               $      0            (52)      $      0             (6)

-------------------------------------------------------------------------------------------------------
NET INCOME                                             556            398            765            827

-------------------------------------------------------------------------------------------------------
Earnings per share, continuing operations         $   0.07       $   0.06       $   0.09       $   0.10
Earnings per share, discontinued operations       $   0.00       $  (0.01)      $   0.00       $   0.00

-------------------------------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE:                      $   0.07       $   0.05       $   0.09       $   0.10
-------------------------------------------------------------------------------------------------------
</TABLE>

Earnings per share-assuming dilution is the same as earnings per share and thus
is not shown separately.

See Notes to Consolidated Financial Statements



                                       3
<PAGE>   5
                  BOWMAR INSTRUMENT CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                            (IN THOUSANDS OF DOLLARS)


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
                                                               FIRST SIX MONTHS
                                                           -----------------------
                                                            APRIL 4,       MARCH 29,
                                                              1998           1997
----------------------------------------------------------------------------------
<S>                                                         <C>            <C> 
OPERATING ACTIVITIES:
Net income                                                   $   765       $   827
Adjustments to reconcile net income
       to net cash provided by operating activities:
    Depreciation and amortization                                320           277
    Deferred income tax expense                                  354           464
    Net changes in balance sheet accounts:
       Accounts receivable                                    (1,284)         (944)
       Inventories                                               440          (357)
       Prepaid expenses                                          101            34
       Accounts payable                                         (534)          763
       Accrued salaries & expenses                              (915)         (677)
       Reserve for loss from discontinued operations            (430)            0
       Other                                                     (25)           42
----------------------------------------------------------------------------------
Net cash provided by (used in) operating activities           (1,208)          429

----------------------------------------------------------------------------------
INVESTING ACTIVITIES:
    Purchases of property, plant and equipment                  (351)         (377)
    Proceeds from sale of property, plant and equipment           36             0
----------------------------------------------------------------------------------
Net cash used in investing activities                           (315)         (377)
----------------------------------------------------------------------------------
FINANCING ACTIVITIES:
    Borrowings under long-term debt                            1,207           117
    Retirement of long-term debt                                (712)         (261)
    Payment of dividends on preferred stock                     (180)         (180)
    Issuance of common stock                                       1           241
    Other                                                          0            (6)
----------------------------------------------------------------------------------
Net cash provided by (used in) financing activities              316           (89)

----------------------------------------------------------------------------------
Net change in cash                                            (1,207)          (37)
Cash at beginning of period                                    1,218           108
----------------------------------------------------------------------------------
Cash at end of period                                        $    11       $    71
----------------------------------------------------------------------------------
</TABLE>

See notes to Consolidated Financial Statements



                                       4
<PAGE>   6
                 BOWMAR INSTRUMENT CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       CONSOLIDATED FINANCIAL STATEMENTS

The consolidated balance sheets as of April 4, 1998 and September 27, 1997, the
consolidated statements of income for the second quarter and six months ended
April 4, 1998 and March 29, 1997, and the consolidated statements of cash flows
for the first six months ended April 4, 1998 and March 29, 1997, have been
prepared by the Registrant without audit. In the opinion of management, all
adjustments which are of a normal recurring nature necessary to present fairly
such financial statements have been made.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these consolidated financial statements
be read in conjunction with the consolidated financial statements and notes
thereto included in the Registrant's Annual Report on Form 10-K for the fiscal
year ended September 27, 1997. The results of operations for the above noted
periods ended are not necessarily indicative of the operating results for the
full year.

2.        INVENTORIES

Inventories consist of the following (in thousands):

--------------------------------------------------------------------------------
                                    April 4, 1998             September 27, 1997
--------------------------------------------------------------------------------

            Raw Materials               $1,947                      $3,277
           Work-in-process               4,950                       4,258
            Finished Goods                 821                         623
                                        ------                      ------

                                        $7,718                      $8,158
                                        ======                      ======
--------------------------------------------------------------------------------

3.       EARNINGS PER SHARE (EPS) DISCLOSURES:

The Company has adopted the provisions of the Statement of Financial Accounting
Standards No. 128, Earnings Per Share ("SFAS 128") effective January 3, 1998.
SFAS 128 requires the presentation of basic and diluted earnings per share.
Basic EPS is computed by dividing income available to common stockholders by the
weighted average number of common shares outstanding for the period. Diluted EPS
is computed giving effect to all dilutive potential common shares that were
outstanding during the period. Dilutive potential common shares consist of the
incremental common shares issuable upon exercise of stock options. All prior
period earnings per share amounts have been restated to comply with the SFAS
128.

In accordance with the disclosure requirements of SFAS 128, a reconciliation of
the numerator and denominator of basic and diluted EPS is provided as follows
(in thousands, except per share amounts).



                                       5
<PAGE>   7
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                 SECOND QUARTER ENDED
                                               FISCAL 1998                                FISCAL 1997
---------------------------------------------------------------------------------------------------------------------
                                                                   Per                                         Per
                                      Income         Shares      Share          Income          Shares        Share
                                   (Numerator)    (Denominator)  Amount       (Numerator)    (Denominator)   Amount
---------------------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>           <C>           <C>            <C>            <C>
Earnings from continuing
operations, net of tax                $556,000                                     $450,000
Less: preferred stock
dividends                               90,000                                       90,000
---------------------------------------------------------------------------------------------------------------------
BASIC EPS
Earnings applicable to
Continuing operations, net of
tax                                    466,000       6,674,497     $0.07            360,000     6,658,980     $0.06
EFFECT OF DILUTIVE SECURITIES
Common stock options                                   171,603                                     14,693
---------------------------------------------------------------------------------------------------------------------
DILUTED EPS
Earnings from continuing
operations available to
common stock holders                  $466,000       6,846,100     $0.07           $360,000     6,673,673     $0.06
                                      ========       =========     =====           ========     =========     =====
</TABLE>





<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                   FIRST SIX MONTHS
                                               FISCAL 1998                                FISCAL 1997
---------------------------------------------------------------------------------------------------------------------
                                                                    Per                                        Per
                                      Income          Shares       Share          Income         Shares        Share
                                   (Numerator)    (Denominator)    Amount      (Numerator)    (Denominator)   Amount
---------------------------------------------------------------------------------------------------------------------
<S>                                <C>            <C>             <C>          <C>             <C>            <C> 
Earnings from continuing              $765,000                                     $833,000
operations, net of tax

Less: preferred stock
dividends                             $180,000                                     $180,000
---------------------------------------------------------------------------------------------------------------------
BASIC EPS
Earnings applicable to
continuing operations, net of
tax                                    585,000        6,674,495      $0.09         $653,000      6,610,843     0.10
EFFECT OF DILUTIVE SECURITIES
Common stock options                                     96,589                                     10,351
---------------------------------------------------------------------------------------------------------------------
DILUTED EPS
Earnings from continuing
operations available to
common stock holders                  $585,000        6,771,084      $0.09         $653,000      6,621,194    $0.10
                                      ========        =========      =====         ========      =========    =====
</TABLE>


The convertible preferred stock, which was convertible to 1,598,346 common
shares on April 4, 1998 and on March 29, 1997, which could potentially dilute
basic EPS in the future was not included in the computation of diluted EPS
because to do so would have been antidilutive for the periods presented.

Options to purchase 78,000 shares of common stock at prices ranging from $2.56
to $3.56 per share were outstanding during the first quarter and six months of
1998 but were not included in the computation of diluted EPS because the option
exercise price was greater than the average market price of the common shares.
These options expire at various times through December, 2007.


                                       6
<PAGE>   8
4.       DISCONTINUED OPERATIONS

In December, 1997 the Board of Directors decided to sell its Technologies
division. The results of operations for the six months and quarter ended March
29, 1997, have been restated to reflect this division as a discontinued
operation. Thus, this division is reflected as a discontinued operation for all
periods presented in the Company's Statement of Income. As of September 27,
1997, the Company recorded a reserve of $1,300,000 for estimated future
operating losses of the Technologies division and the estimated costs and losses
associated with the disposition.

During the first six months of fiscal 1998, the Technologies division incurred
losses of $390,000 which, combined with $40,000 of additional cost associated
with the disposition, leaves a reserve balance of $870,000 on April 4, 1998.

While the estimated net future loss is based on management analysis, it is
difficult to estimate what the Company may ultimately realize on the sale of
this division. What the Company could eventually realize may differ materially
in the near term from the amounts assumed in arriving at the estimated net loss.

The following table reflects the results of the discontinued operations:


<TABLE>
<CAPTION>
                                   SECOND QUARTER                     SIX MONTHS
-------------------------------------------------------------------------------------------
TECHNOLOGIES DIVISION
OPERATING RESULTS         FISCAL, 1998      FISCAL, 1997      FISCAL, 1998     FISCAL, 1997
-------------------------------------------------------------------------------------------
<S>                        <C>               <C>               <C>               <C>       
Net sales                  $2,471,000        $1,121,000        $4,105,000        $2,573,000
Gross margin               $  522,000        $  343,000        $  626,000        $  850,000
Product development        $   35,000        $   43,000        $   84,000        $   62,000
Operating expenses         $  464,000        $  370,000        $  932,000        $  768,000
</TABLE>


The components of net assets of discontinued operations included in the
Company's Consolidated Balance Sheets at April 4, 1998 and September 27, 1997
are as follows:


<TABLE>
<CAPTION>
TECHNOLOGIES DIVISION                                  APRIL 4, 1998            SEPTEMBER 27, 1997
--------------------------------------------------------------------------------------------------
<S>                                                     <C>                           <C>         
Receivables, net                                        $   1,743,000                 $  1,089,000
Inventories                                                 2,635,000                    1,958,000
Other current assets                                          317,000                      385,000
Property and equipment                                        666,000                      700,000
Accounts payable and other current liabilities
                                                           (1,057,000)                    (694,000)
Long-term debt                                                (27,000)                     (41,000)
                                                        -------------                 ------------
Net Assets                                              $   4,277,000                 $  3,397,000
                                                        =============                 ============
</TABLE>


5.        SUBSEQUENT EVENTS

On April 30, 1998, the company sold certain land and building in Acton,
Massachusetts for approximately $1,200,000. No significant gain or loss was
realized on the sale. As of April 4, 1998, the land and buildings are included
in other assets. The proceeds were used to retire the Industrial Revenue Bonds
and repay $950,000 of the Bank One term loan.

On May 3, 1998, the Company entered into a definitive agreement to merge with
Electronic Designs, Inc. (EDI). Under the terms of the agreement, each share of
EDI's common stock will be 


                                       7
<PAGE>   9
exchanged for 1.375 shares of Bowmar common stock.

ITEM 2

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

Except for the historical information contained herein, certain matters
discussed here contain forward-looking statements. The words "believe", "expect"
and "anticipate" identify forward-looking statements which speak only as of the
date the statement is made. These forward-looking statements are based largely
on the Company's expectations and are subject to a number of risks and
uncertainties, some of which cannot be predicted or quantified and are beyond
the Company's control. Potential risks and uncertainties include but are not
limited to such factors as the ability of the Company to identify a potential
buyer for the Technologies division and to conclude a beneficial agreement in a
timely fashion, the ability of the Company to conclude such a sale without
substantial disruption to the business of the Technologies division, demand for
the products of the White Microelectronics division, the instability of the
Asian markets, the ability of the Company to penetrate successfully the
commercial market for microelectronic products, demand for microelectronic
products generally, industry competitiveness, reductions in price and other
risks of doing business generally. In light of these risks and uncertainties,
there can be no assurance that the forward-looking information contained in this
document will in fact transpire or prove to be accurate. Actual results may
differ materially from those in the forward-looking statements.

INTRODUCTION

As previously disclosed, the Board of Directors has determined to implement a
series of actions expected to strategically reposition the Company, reduce
corporate overhead and realign management. Although the Board of Directors has
determined to seek a buyer for the Company's Technologies division, the Company
is not yet in serious discussions with any particular potential buyers. The
Company has retained an investment advisor to assist in its efforts to sell this
division. There can be no assurance that the Board of Directors will be able to
identify a suitable buyer, or any buyer at all, or that if a sale is concluded
it will be on terms and conditions advantageous to the Company. Based on the
decision to sell the Technologies division, the division has been accounted for
as a "discontinued operation". Accordingly, a $1.3 million reserve for
anticipated losses and the cost of disposition was recorded in the fourth
quarter of fiscal 1997 of which $430,000 was used in the first six months of
fiscal 1998. The following discussion takes into account the treatment of the
Technologies division as a discontinued operation.

In addition, the Board of Directors reduced and relocated the Company's
corporate headquarters. The Company will operate exclusively out of the new
White Microelectronics division facility located in Phoenix, Arizona. To cover
the expenditures related to the reduction and relocation, the Company incurred
an approximate $400,000 charge in the first quarter of 1998.


RESULTS OF OPERATION

Net Sales

Sales for the second quarter of Fiscal 1998 were $5,694,000 compared to prior
year sales for the second quarter of $5,577,000 (restated). The increase in
sales was a result of increased sales of plastic packaged SRAM products.

The Company has seen some decline in bookings affecting the fourth quarter,
which management believes is primarily a result of the current Asian economic
situation. Given the softness in the 



                                       8
<PAGE>   10
fourth quarter bookings and the current situation in the military markets, the
Company now believes that changes in defense spending could have an adverse
effect on the Company's overall results. Thus the Company is continuing to
pursue its goal of reduced dependency on the defense industry by pursuing
commercial business while emphasizing niche military markets where it has a
competitive advantage.

Gross Margin

Gross margins for the second quarter of fiscal 1998 were very similar to the
same period of fiscal 1997. Gross margin for the first six months of fiscal 1998
increased by $406,000 over the same period for fiscal 1997 primarily as a result
of increased sales.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the second quarter of fiscal
1998 decreased $234,000 versus the same period in fiscal 1997. The decrease is
due primarily to the savings realized as a result of the Company's decision to
reduce and relocate its corporate headquarters in Phoenix, Arizona. The increase
of $217,000 in expenses for the first six months of fiscal 1998 as compared to
the same period in fiscal 1997 was due to the $400,000 charge taken in the first
quarter of 1998 for the reduction and relocation of its corporate headquarters.

Product Development Expenses

Product development expenses for the second quarter of fiscal 1998 were
approximately $72,000 higher than the same period of fiscal 1997 and were
$118,000 higher for the first six months of fiscal 1998 as compared to the same
period of fiscal 1997. The increases were a result of a commercial product
development at the microelectronics segment.

Interest Expense

Interest expense for the second quarter and the first six months in fiscal 1998
increased by $65,000 and $101,000, respectively, as compared to the same periods
of fiscal 1997. The increase is primarily a result of additional borrowings to
complete the Company's leasehold improvements for the new facility and to
finance increasing receivables.

Other Income

Other income was greater for the second quarter of fiscal 1998 by $67,000
compared to the same period of fiscal 1997. The increase in other income in the
second quarter is due to a tax settlement, which resulted in $292,000 of income.
The reason the increase in other income was not higher in the quarter was the
loss of rental income as a result of the lease expiration on the Company's
building in Acton, Massachusetts in February, 1997 combined with the additional
expenses incurred in fiscal 1998 to maintain and prepare the property for sale.
Additionally there was a gain from the sale of a stock investment in the second
quarter of 1997. Other income for fiscal 1998 was down for the first six months
of fiscal 1998 as compared to the same period of fiscal 1997 because of the loss
of rental income as explained above.

Provision for Income Taxes

The provision for income taxes increased by approximately $49,000 for the second
quarter of fiscal 1998 and decreased by $35,000 for the six months of fiscal
1998 as compared to the same fiscal 



                                       9
<PAGE>   11
1997 periods. The higher income before income taxes caused the increase in the
second quarter and the lower income before income taxes over the first six
months of fiscal 1998 resulted in a lower income tax expense as compared to the
same period of fiscal 1997.


FINANCIAL CONDITION AND LIQUIDITY

As of April 4, 1998, working capital had increased to $11,961,000 from
$9,822,000 as of September 27, 1997, principally as a result of the
profitability of the Company and reduction in current liabilities.

Changes in the components of working capital are detailed in the Consolidated
Statements of Cash Flows.

During the second quarter of fiscal 1998 the Company executed a modification to
its credit facility with Bank One, which extended the Company's due date on its
revolving line of credit to February 28, 2000 and modified certain restrictive
covenants.

The Company's operations used approximately $1,208,000 cash in the first six
months of fiscal 1998. The Company expects that revenues from operations, when
combined with the Company's available credit facilities, should be sufficient in
management's opinion to fund the Company's cash needs for the foreseeable
future.

RECENT DEVELOPMENTS

On April 30, 1998, the Company sold certain land and a building in Acton,
Massachusetts for approximately $1,200,000. No significant gain or loss was
realized on the sale. As of April 4, 1998, the land and buildings are included
in other assets.

On May 3, 1998, the Company entered into an Agreement and Plan of Merger (the
"Agreement") with Electronic Designs, Inc., a Delaware corporation ("EDI") and
Bravo Acquisition Subsidiary, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company formed for the purpose of entering into the Agreement
("Acquisition Subsidiary"). Pursuant to the Agreement, Acquisition Subsidiary
will merge with and into EDI and EDI will be the surviving, wholly owned
subsidiary corporation of the Company. Each issued and outstanding share of
EDI's common stock, par value $.01 per share, will be converted into the right
to receive 1.375 shares of the Company's common stock, stated value $.10 per
share (the "Exchange Ratio"). The Company will assume all outstanding options
and warrants of EDI, amended to take into account the Exchange Ratio. Pursuant
to the Agreement, Hamid Shokrgozar, President and Chief Executive Officer of the
Company, will be the president and chief executive officer of the combined
company and Don McGuinness, EDI's Chairman and Chief Executive Officer, will be
the Chairman of the combined company.

The merger is subject to the approval of the shareholders of each of the Company
and EDI, as well as certain regulatory approvals.


                                       10
<PAGE>   12
PART II   OTHER INFORMATION


ITEM 4

         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)      The Annual Meeting of Shareholders was held on February 5, 1998.

(b) At that meeting all of the then current directors were re-elected. The vote
was as follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
             Name                                       For                        Withhold Authority
-----------------------------------------------------------------------------------------------------
<S>                                                   <C>                          <C>    
       Thomas K. Lanin                                6,154,793                               132,669
       Steven P. Matteucci                            6,170,693                               116,769
       Dan L. McGurk                                  6,171,088                               116,374
       Thomas M. Reahard                              6,171,193                               116,269
       Edward A. White                                6,160,381                               127,081
</TABLE>


(c)      At that meeting the shareholders ratified the selection of Coopers &
         Lybrand L.L.P. as the Company's independent auditors for fiscal 1997.
         The vote was as follows:

         For        6,196,360
         Against       41,108
         Abstain       49,994


ITEM 6

         EXHIBITS AND REPORTS ON FORM 8-K

a.       Exhibits.

2.       Agreement and Plan of Merger, dated as of May 3, 1998, by and among
         Bowmar Instrument Corporation, Bravo Acquisition Subsidiary, Inc. and
         Electronic Designs, Inc. (Previously filed as Exhibit 2 to the
         Registrant's Form 8-K filed May 6, 1998 and incorporated herein by this
         reference).

3.1      Amended and Restated Articles of Incorporation. (Previously filed as
         Exhibit A to the Registrant's definitive Proxy Statement prepared in
         connection with the 1993 Annual Meeting of Shareholders, which is
         incorporated herein by this reference.)

3.2      Amended and Restated Code of By-laws, as further amended on July 28,
         1995. (The former having been previously filed as Exhibit 3 to the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended June
         30, 1993, and the latter having been previously filed as Exhibit 5(a)
         to the Current Report on Form 8-K dated October 16, 1995, both of which
         are incorporated herein by this reference.)

4.1      Indenture, Bowmar Instrument Corporation 13-1/2% Convertible
         Subordinated Debentures due December 15, 1995. (Previously filed as
         Exhibit 4.4 to the Registration Statement of Form S-7, File No.
         2-70025, on November 25, 1980, which is incorporated herein by this


                                       11
<PAGE>   13
        reference.)

4.2     Amended and Restated Articles of Incorporation (See Exhibit 3.1, above.)

4.3     Rights Agreement, dated as of December 6, 1996 between Bowmar
        Instrument Corporation and American Stock Transfer and Trust
        Corporation. (Previously filed as Exhibit 5C to the Form 8-K filed by
        the Registrant on December 19, 1996.)

10.4(h) Fourth Amendment to Credit Agreement, dated as of March 16, 1998 by and 
        between Bowmar Instrument Corporation and Bank One, Arizona, NA.

10.4(i) Promissory Note Modification Agreement dated March 16, 1998 by and 
        between Bowmar Instrument Corporation and Bank One, Arizona NA.

10.4(j) Executive Employment Agreement by and between Hamid Shokrgozar and 
        Bowmar Instrument Corporation.

27      Financial Data Schedule.



b. Reports on Form 8-K.

None

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 thereto duly authorized.




BOWMAR INSTRUMENT CORPORATION

/s/Joseph G. Warren, Jr.
-----------------------------
Joseph G. Warren, Jr.
Vice President Finance
Dated:  May x, 1998



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