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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
 Form 10-K/A (Amendment No. 1 to Form 10-K)
 FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 þ
    
    ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended: October 2, 2004
 OR o
    
    TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 1-4817 WHITE ELECTRONIC DESIGNS CORPORATION  Indiana
(State or other jurisdiction of incorporation or organization)
    
    35-0905052
(I.R.S. Employer Identification No.)3601 E. University Drive
Phoenix, Arizona
(Address of principal executive offices)
    
    85034
(Zip Code)Registrants telephone number, including area code:
    
    602/437-1520
 Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock,
stated value $0.10 per share
    
    NASDAQ National Market
 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
þ No £ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in PART III of this Annual
Report on Form 10-K or any amendment to this Annual Report on Form 10-K. £ Indicate by check mark whether the registrant is an accelerated filer (as defined in the Exchange
Act Rule 12b-2). Yes þ No £ As of April 2, 2004, the aggregate market value of the Registrants Common Stock held by
non-affiliates (based upon the closing price of the shares on the NASDAQ National Market on April
2, 2004) was approximately $187,776,000. On January 21, 2005, 24,435,546 shares of the Registrants Common Stock were outstanding.




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TABLE OF CONTENTS  PART IIIITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11 EXECUTIVE COMPENSATIONITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICESPART IVITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESExhibit 31.3Exhibit 31.4Exhibit 32.3Exhibit 32.4    Table of Contents  The registrant hereby files this report on Form 10-K/A to amend its Annual Report on Form 10-K for
the fiscal year ended October 2, 2004 to include certain information previously omitted from PART
III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K, which was previously intended
to be incorporated by reference to the information to be included in the registrants definitive
Proxy Statement prepared in connection with the 2005 Annual Meeting of Shareholders (Proxy
Statement). 
 PART III 
 ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Directors of the Company The Corporations Board of Directors is presently comprised of the following six members, each of
which is a nominee for election to the Board at the 2005 Annual Meeting of Shareholders: Name and Age
    
    Biographical InformationThomas M. Reahard
(52)
    
    Thomas M. Reahard has served on our Board since
November 1995 and currently serves as the Chairman of
our Compensation Committee. Mr. Reahard has been the
Chairman and Chief Executive Officer of Symmetry
Software/Scottsdale.com Corporation, a computer
software development corporation, since 1984. Mr.
Reahard holds a Bachelors of Science in Industrial
Engineering from Cornell University and a Masters of
Science in Industrial Engineering from the University
of Missouri.Hamid R. Shokrgozar
(44)
    
    Hamid R. Shokrgozar has been our President and Chief
Executive Officer since October 1998 and the Chairman
of our Board since August 2000. Mr. Shokrgozar served
as a Director and as President and Chief Executive
Officer of Bowmar from January 1998 until the merger
of Bowmar and EDI in October 1998. Mr. Shokrgozar
served as President of White Microelectronics, the
largest division of Bowmar, from June 1993 to December
1997 and as its Vice President of Engineering and
Technology from July 1988 to June 1993. Mr. Shokrgozar
also served as Chairman of American Electronic
Association (AEA), Arizona Council, during fiscal
years 1999 and 2000. In addition, Mr. Shokrgozar holds
a United States Patent for the invention of Stacked
Die Carrier Assembly. Mr. Shokrgozar holds a
Bachelors of Science in Electrical Engineering from
California State University Fullerton.Thomas J. Toy
(49)
    
    Thomas J. Toy has served on our Board since October
1998 and currently serves as the Chairman of our
Corporate Governance and Nominating Committee. Mr.
Toy is also Managing Director of PacRim Venture
Partners, a venture capital firm he co-founded in
1999. Previously, he was at Technology Funding, a
venture capital firm, from January 1987 to March 1999.
While at Technology Funding, Mr. Toy was a Partner
and Managing Director of Corporate Finance and
Chairperson of the firms investment committee. Mr.
Toy also serves as a director of UTStarcom, a
manufacturer of wireless communications equipment as
well as several private companies. Mr. Toy holds
Bachelors of Arts and Masters of Management degrees
from Northwestern University.Edward A. White
(77)
    
    Edward A. White has served on our Board since we were
founded as Bowmar in September 1951. Mr. White is
currently the Vice Chairman of the Board. Mr. White
previously served as Chairman of our Board from
September 1983 to October 1998. Mr. White founded us
in September 1951 and served as our President and
Chief Executive Officer from June 1980 to May 1986.
Mr. White holds a Bachelors of Science in Engineering
from Tufts University.Jack A. Henry
(61)
    
    Jack A. Henry has served on our Board since January
2004 and currently serves as the Chairman of our Audit
Committee. He began his career with Arthur Andersen
LLP in 1982 and held positions in Detroit, Michigan,
San Jose, California, Seattle, Washington and Phoenix,
Arizona. In 2000, Mr. Henry retired as Managing
Partner of the Phoenix office and formed Sierra Blanca
Ventures LLC, a private advisory and investment firm.
Mr. Henry currently serves on the Board of Directors
of Vodavi Technology, Inc., American AgCredit, a
member of the U.S. farm credit system, Tickets.com and
a private retail concern. Mr. Henry
 2




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Name and Age
    
    Biographical Informationpreviously served
on the Boards of Directors of Simula, Inc., and SOS
Staffing Services, Inc., both public companies. Mr.
Henry has served in a variety of community positions
including chairman of the Arizona Chamber of Commerce
and Greater Phoenix Leadership and currently serves as
president of the Arizona Chapter of the National
Association of Corporate Directors. Mr. Henry holds
both a Bachelors and Masters of Business
Administration from the University of Michigan.Paul D. Quadros
(57)
    
    Paul D. Quadros has served on our Board since January
2004. He is a co-founder and former Chairman of the
Board of CorAutus Genetics (NASDAQ:VEGF), a
cardiovascular gene therapy company. In 1995, Mr.
Quadros co-founded GenStar Therapeutics and served as
its President and Chief Executive Officer through a
milestone partnering agreement with Baxter Healthcare
in 1998. Mr. Quadros also served as Chief Financial
Officer of GenStar, a public company listed on the
AMEX, from inception through 2003. Corautus was
formed through the merger of GenStar with Vascular
Genetics in 2003. Mr. Quadros served as the Chairman
of GenStar from 1998 and of the merged company until
2004. From 1986 to 1995 Mr. Quadros was a General
Partner of Technology Funding, a venture capital fund.
While at Technology Funding, he assisted Crystallume,
one of the companies that merged to form White
Electronic Designs Corporation, with its IPO. He is
currently a Managing Partner of Tenex Greenhouse
Ventures Ltd., a venture capital fund. He also serves
as a director of several private companies. Mr.
Quadros was co-founder and served at various times
from 1991-2001 as Chairman of the Board and Audit and
Compensation Committee Chairman of Cardiac Science
(NASDAQ: DFIB). He holds a Bachelors of Arts in
Finance from California State University Fullerton and
a Masters of Business Administration from the Anderson
School at UCLA.
 Audit Committee of the Board The Board of Directors has a standing audit committee. The Audit Committee is responsible for
reviewing the accounting principles, policies and practices followed by the Corporation in
accounting for and reporting its financial results of operations, and for selecting and meeting
with the Corporations independent accountants. The Committee meets from time to time with members
of the Corporations accounting staff who perform internal audit functions and also, among other
things, reviews the financial, investment and risk management policies followed by the Corporation
in conducting its business activities; the Corporations annual financial statements; the
Corporations internal financial controls; and the performance and compensation of the
Corporations independent auditors. The Audit Committee operates under a written Audit Committee
Charter adopted by the Board. A copy of the current Audit Committee Charter is attached as
Appendix A to our Proxy Statement. During fiscal 2004, the Audit Committee consisted of
Mr. Jack A. Henry (Chairman), Mr. Thomas J. Toy and Mr. Paul D. Quadros. The Board has determined
that each member of the Audit Committee is independent as defined under applicable National
Association of Securities Dealers (NASD) listing standards. In addition, Mr. Jack A. Henry
serves as the Audit Committee financial expert, as defined by Securities and Exchange Commission
(SEC) regulations and is considered independent under the NASDs listing standards. Executive Officers of the Company The information required by this Item for our executive officers is set forth under Part I, Item 1,
of this Annual Report on Form 10-K, under the subheading Executive Officers of the Company. Code of Ethics and Business Conduct We have adopted a Code of Ethics and Business Conduct that applies to all of our executive
officers, corporate controller and division controllers. A copy of the Code of Ethics and Business
Conduct is posted on our internet web site at www.wedc.com. If we make any amendment to, or grant
any waivers of, a provision of the Code of Ethics and Business Conduct that applies to our
principal executive officer, principal financial officer, corporate controller or division
controllers where such amendment or waiver is required to be disclosed under applicable SEC rules,
we intend to disclose such amendment or waiver and the reasons therefore on our internet web site. 3




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Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires the Corporations directors and
officers, and persons who own more than 10 percent of a registered class of the Corporations
equity securities, to file with the SEC initial reports of beneficial ownership and reports of
changes in beneficial ownership of any equity securities of the Corporation. To the Corporations
knowledge, based solely on review of the copies of such reports furnished to the Corporation, all
officers, directors and beneficial owners of greater than 10 percent of the Corporations equity
securities made all required filings under Section 16(a) on a timely basis, except that one Form 3
filing for Mr. Derse was filed subsequent to the filing due date following Mr. Derses receipt of
the required electronic filing identification information from the SEC. 
 ITEM 11 EXECUTIVE COMPENSATION Director Compensation For fiscal 2004, each of the directors of the Corporation who were not also officers of the
Corporation were paid (i) $5,000 per quarter, (ii) $500 for each quarterly Board meeting attended,
and (iii) reimbursements for related expenses. As Vice Chairman, Mr. White received $12,000 per
quarter and $4,000 for supplemental medical benefits. As Audit Committee Chairman, Mr. Henry
received $8,000 per quarter. Each of the outside directors are granted options to acquire
additional shares of Common Stock under the Corporations 2001 Directors Stock Plan at a price
equal to 100% of the fair market value of the Common Stock as of the close of business on the date
of grant upon their initial election to the Board. In addition, in March of fiscal 2004, options
to acquire 15,000 shares were granted to each of the then serving directors. Under the Plan, each
award of options vests in equal pro rata amounts over three years. Executive Compensation The following table sets forth the annual and long-term compensation for services rendered in all
capacities to the Corporation during the 2004, 2003 and 2002 fiscal years of those persons who were
(i) the chief executive officer during fiscal 2004, and (ii) the other most highly compensated
executive officers during fiscal 2004 whose salary and bonus exceeded $100,000 and Mr. Rodes, who
would have been among the Corporations most highly compensated executive officers on the last day
of the 2004 fiscal year had he not resigned earlier during that year (the Named Executive
Officers). SUMMARY COMPENSATION TABLELong TermAnnual Compensation
    
    
    
    
    
    
    
    Compensation AwardsName and Principal
    
    
    
    
    
    
    
    
    
    Bonus
    
    
    
    Securities Underlying
    
    
    
    All OtherPosition
    
    Year
    
    
    Salary ($)
    
    
    ($)(1)
    
    
    
    Options/SARrs (#)(1)
    
    
    
    Compensation ($)Hamid R. Shokrgozar
President, Chief
    
    
    2004
    
    
    
    450,000
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    55,135
    (2)Executive Officer,
    
    
    2003
    
    
    
    450,000
    
    
    
    -0-
    
    
    
    
    
    
    
    
    
    61,471
    (2)Chairman of the Board
    
    
    2002
    
    
    
    350,000
    
    
    
    300,000
    
    
    
    
    
    
    
    
    
    60,321
    (2)Dante V. Tarantine
Vice-President, Sales &
    
    
    2004
    
    
    
    198,462
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    13,536
    (3)Marketing
    
    
    2003
    
    
    
    160,000
    
    
    
    70,000
    
    
    
    
    
    
    
    
    
    13,082
    (3)Roger A. Derse
Vice-President, Chief
    
    
    2004
    
    
    
    88,617
    
    
    
    8,000
    
    
    
    
    50,000
    
    
    
    
    4,379
    (4)Financial Officer, 
Secretary, TreasurerWilliam J. Rodes
Former Vice-President,
    
    
    2004
    
    
    
    135,385
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,956
    (5)Chief Accounting Officer,
    
    
    2003
    
    
    
    160,000
    
    
    
    15,000
    
    
    
    
    
    
    
    
    
    13,784
    (5)Secretary, Treasurer
    
    
    2002
    
    
    
    108,078
    
    
    
    70,000
    
    
    
    
    
    
    
    
    
    10,005
    (5)
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1)
    Bonuses were paid and stock options were awarded in accordance with the policy established by
the Board and the Compensation Committee.2)
    With respect to Mr. Shokrgozar, the amount consists of $26,091 of unused vacation payout in
2004, $32,896 in 2003 and $32,249 in 2002; $18,196 for car allowance in 2004, $18,200 in 2003
and $18,200 in 2002; $4,000 for supplemental medical payments in 2004, 2003 and 2002,
respectively; $6,500, $6,000 and $5,500 for matching contribution payments to the 401(k) Plan
in 2004, 2003 and 2002, respectively; and $349, $375 and $372 for life insurance premiums in
2004, 2003 and 2002, respectively.3)
    With respect to Mr. Tarantine, the amount consists of $8,400 for automobile allowance in both
2004 and 2003; $4,833 in 2004 and $4,410 in 2003 for matching contribution payments to the
401(k) plan and $302 in 2004 and $272 in 2003 for life insurance premiums.4)
    With respect to Mr. Derse, the amount consists of $4,200 for automobile allowance and $179
for life insurance premiums.5)
    With respect to Mr. Rodes, the amount consists of $26,516 in 2004 and $2,418 in 2003 of
unused vacation payout; $3,300 in 2004, $6,600 in 2003 and $6,600 in 2002 for car allowance;
$1,917, $4,573 and $3,300 for matching contribution payments to the 401(k) Plan in 2004, 2003
and 2002, respectively; and $223, $193 and $105 for life insurance premiums in 2004, 2003 and
2002, respectively. Option Grants in 2004 In fiscal 2004, the Named Executive Officers were granted the following options. During fiscal
2004, none of the Named Executive Officers received any stock appreciation rights (SARs). OPTION/SAR GRANTS IN LAST FISCAL YEARPotential Realizable Value AtAssumed Annual Rates of StockPrice Appreciation For OptionIndividual Grants
    
    TermNumber of
    
    
    
    Percent of TotalSecurities
    
    
    
    Options/SARs
    
    
    
    ExerciseUnderlying
    
    
    
    Granted To
    
    
    
    of BaseOption/SARs
    
    
    
    Employees In
    
    
    
    Price
    
    
    
    ExpirationName
    
    
    Granted (#)
    
    
    
    Fiscal Year
    
    
    
    ($/Sh)
    
    
    
    Date
    
    
    
    5% ($)
    
    
    
    10% ($)Hamid R. Shokrgozar
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dante V. Tarantine
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Roger A. Derse
    
    
    
    50,000
    
    
    
    
    84.7
    %
    
    
    $
    6.38
    
    
    
    
    5-26-14
    
    
    
    $
    200,617
    
    
    
    $
    508,404William J. Rodes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
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With respect to the options awarded to Mr. Derse, 25% are exercisable after one year and
thereafter, the remaining 75% becomes exercisable in 36 equal monthly installments. The following table provides information, with respect to the Named Executive Officers, concerning
the exercise of options during the 2004 fiscal year and unexercised options held by them at the end
of that fiscal year. None of the Named Executive Officers exercised any stock appreciation rights
during the 2004 fiscal year, and none of them held any stock appreciation rights at the end of that
fiscal year. AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUESShares
    
    
    
    
    
    
    
    
    Number of Securities
    
    
    
    Value of UnexercisedAcquired on
    
    
    
    Value
    
    
    
    Underlying Unexercised
    
    
    
    In-the-Money-OptionsExercise
    
    Realized
    
    Options at Fiscal Year-End
    
    at Fiscal Year-EndName
    
    
    
    
    
    
    
    
    
    
    
    
    Exercisable/Unexercisable
    
    
    
    Exercisable/UnexercisableHamid R. Shokrgozar
    
    
    
    
    
    
    
    
    
    
    
    
    
    782,750/31,250
    
    
    
    
    1,847,074/37,250Dante V. Tarantine
    
    
    
    
    
    
    
    
    
    
    
    
    
    124,208/7,292
    
    
    
    
    338,084/9,934Roger A. Derse
    
    
    
    
    
    
    
    
    
    
    
    
    
    0/50,000
    
    
    
    
    0/0William J. Rodes
    
    
    
    31,666
    
    
    
    
    34,576.6
    
    
    
    
    25,166/0
    
    
    
    
    50,870/0
 Employment Agreements On December 14, 2004, we entered into a new employment agreement with Mr. Shokrgozar, who is
employed as our President and Chief Executive Officer. Mr. Shokrgozars agreement provides a term
ending December 13, 2007, and renews automatically for subsequent two-year terms unless 90 days
prior to the renewal date, either the Corporation or Mr. Shokrgozar notifies the other of its
intention not to renew. The agreement provides for an annual base salary of $500,000, which may be
increased at the discretion of our Compensation Committee, an annual bonus to be determined by our
Compensation Committee and participation by Mr. Shokrgozar in fringe benefit programs generally
available to our senior executives. In the event of a termination for cause, we are required to
pay Mr. Shokrgozar only his unpaid salary and those amounts earned by or accrued for his benefit
under our plans to the date of termination. In the event of a termination without cause, or if we
elect not to renew the agreement, we are required to pay to Mr. Shokrgozar a lump sum severance
payment equal to two times the sum of Mr. Shokrgozars highest annual base salary and highest
annual bonus/incentive compensation. The agreement also provides in such circumstance for the
continuation of his benefits for a period of at least 18 months, provision of executive-level
outplacement services and the immediate vesting of his options then exercisable for a period of 18
months after termination. Mr. Shokrgozars agreement includes special provisions in the event of a
Change in Control (as defined in the agreement). Specifically, Mr. Shokrgozars employment term
would automatically extend for a period of 18 months. During that term, Mr. Shokrgozar could
terminate his agreement if his duties were materially changed, his annual compensation was
decreased, he was required to relocate or if our successor failed to assume our obligation under
the agreement. In the event of such a termination, Mr. Shokrgozar is entitled to a lump sum
severance payment equal to three times his highest annual base salary and highest annual
bonus/incentive compensation as well as the continuing benefits provided in the event of a
termination without cause by us. Compensation Committee Interlocks and Insider Participation The Board of Directors has a standing compensation committee. The Compensation Committee is
responsible for reviewing the compensation arrangements in effect for the Corporations executive
officers and for administering all of the Corporations stock option plans. During fiscal 2004,
the Compensation Committee consisted of Mr. Thomas M. Reahard (Chairman), Mr. Edward A. White and
Mr. Paul D. Quadros. None of the members of our Compensation Committee was an officer or employee
of the Corporation at any time during the 2004 fiscal year. During fiscal 2004, no current
executive officer of the Corporation served as a member of the board of directors or compensation
committee of any other entity that has or has had one or more executive officers serving as a
member of our Board or Compensation Committee. 6




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ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Principal Shareholders and Security Ownership by Management The following table sets forth the beneficial ownership of the Corporations Common Stock for (i)
each of the Corporations current directors; (ii) each of the Corporations Named Executive
Officers; (iii) each beneficial owner of more than five percent of the Common Stock; and (iv) all
current directors and executive officers of the Corporation as a group. All such information
reflects beneficial ownership as of January 21, 2005, as known by the Corporation. Number of Shares BeneficiallyName and Address of Beneficial Owner (1)
    
    Owned (2)
    
    Percent of Class (3)Thomas M. Reahard
    
    
    92,084

(4)
    
    *Hamid R. Shokrgozar **
    
    
    966,250
    (5)Thomas J. Toy **
    
    
    67,917
    (6)
    
    *Edward A. White **
    
    
    808,650
    (7)Jack A. Henry
    
    
    13,502
    (8)
    
    *Paul D. Quadros
    
    
    10,002
    (9)
    
    *Dante V. Tarantine **
    
    
    125,000
    (10)
    
    *Roger Derse
    
    
    0
    (11)
    
    *Massachusetts Financial Services Company
    
    
    2,029,180
    (12)
    
    8.30Directors and executive officers as a group (8
persons)
    
    
    2,083,905
    
    
    8.53
    ** Subject to a Rule 10b5-1 Plan.  1)
    Unless otherwise noted, the address of each listed shareholder is 3601 East University Drive,
Phoenix, Arizona, 85034.2)
    Unless otherwise noted, the Corporation believes that all persons named in the table have
sole voting and investment power with respect to all shares of the Common Stock that are
beneficially owned by them. A person is deemed to be the beneficial owner of securities that
can be acquired by such person within 60 days upon the exercise of options or other such
rights.3)
    Each owners percentage ownership is determined by assuming that options held by such person
(but not those held by any other person), which are exercisable within 60 days, have been
exercised.4)
    Shares beneficially owned by Mr. Reahard include the following options that are currently
exercisable or that will become exercisable within 60 days after January 21, 2005: options to
purchase 32,000 shares of Common Stock granted under the Corporations 1992 Non-Qualified
Stock Option Plan for Non-Employee Directors; and options to purchase 57,084 shares of Common
Stock granted under the Corporations 2001 Directors Stock Option Plan.5)
    Shares beneficially owned by Mr. Shokrgozar include the following options that are currently
exercisable or that will become exercisable within 60 days after January 21, 2005: options to
purchase 682,750 shares of Common Stock granted under the Corporations 1994 Flexible Stock
Plan; options to purchase 125,000 shares of Common Stock from an independent grant in fiscal
2000; and options to purchase 150,000 shares of Common Stock granted under the Corporations
2000 Broad Based Non-Qualified Stock Plan.6)
    Shares beneficially owned by Mr. Toy include the following options that are currently
exercisable or that will become exercisable within 60 days after January 21, 2005: options to
purchase 10,000 shares of Common Stock granted under the Corporations 1992 Non-Qualified
Stock Option Plan for Non-Employee Directors; and options to purchase 57,917 shares of Common
Stock granted under the Corporations 2001 Directors Stock Option Plan.7)
    Shares beneficially owned by Mr. White include the following options that are currently
exercisable or that will become exercisable within 60 days after January 21, 2005: options to
purchase 14,000 shares of Common Stock granted under the Corporations 1992 Non-Qualified
Stock Option Plan for Directors; and options to purchase 42,917 shares of Common Stock granted
under the Corporations 2001 Directors Stock Option Plan. Mr. White has advised the
Corporation that 751,733 shares of Common 7




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Stock beneficially owned by him have been transferred to the Edward A. White Family Limited Partnership, of which Mr. White is the sole
general partner and of which he and his wife are the only limited
partners.8)
    Shares beneficially owned by Mr. Henry include the following options that are currently
exercisable or that will become exercisable within 60 days after January 21, 2005: options to
purchase 10,002 shares of Common Stock granted under the Corporations 2001 Directors Stock
Option Plan.9)
    Shares beneficially owned by Mr. Quadros include the following options that are currently
exercisable or that will become exercisable within 60 days after January 21, 2005: options to
purchase 10,002 shares of Common Stock granted under the Corporations 2001 Directors Stock
Option Plan.10)
    Shares beneficially owned by Mr. Tarantine include the following options that are currently
exercisable or that will become exercisable within 60 days after January 21, 2005: options to
purchase 87,500 shares of Common Stock granted under the Corporations 1994 Flexible Stock
Plan and options to purchase 37,500 shares of Common Stock granted under the Corporations
2000 Broad Based Non-Qualified Stock Plan.11)
    Mr. Derse does not have any shares beneficially owned that are currently exercisable or that
will become exercisable within 60 days after January 21, 2005.12)
    Shares beneficially owned by Massachusetts Financial Services Company were determined based
solely on our review of a Schedule 13G filed February 13, 2004 with the Securities and
Exchange Commission. Massachusetts Financial Services is located at 500 Boylston Street,
Boston, MA 02116. Equity Compensation Plan Information The following table provides information as of October 2, 2004, with respect to the shares of the
Companys common stock that may be issued under the Companys existing equity compensation plans: Number of securities to be
    
    
    Weighted average exerciseissued upon exercise of
    
    
    price of outstanding
    
    
    Number of securitiesoutstanding options,
    
    
    options, warrants, and
    
    
    remaining available forPlan category
    
    warrants and rights
    
    
    rights
    
    
    future issuanceEquity compensation plans approved
by security holders (1)
    
    
    1,242,014
    
    
    $
    4.03
    
    
    
    1,257,996Equity compensation plans not
approved by security holders
(2)
    
    
    974,471
    
    
    $
    4.68
    
    
    
    183,715Total
    
    
    2,216,485
    
    
    $
    4.32
    
    
    
    1,441,711
    2) Equity compensation plans not approved by security holders include the following plans: Shokrgozar Plan  During fiscal 2000, the Companys Board of Directors approved an independent
grant to Mr. Shokrgozar for a nonqualified stock option to purchase up to 125,000 shares of common
stock at an exercise price of $2.75 per share, vesting over four years. At October 2, 2004, 125,000
shares from this independent option right were still under option. 2000 Broad Based Non-qualified Stock Plan  During fiscal 2001, the Companys Board of Directors
approved the 2000 Broad Based Non-qualified Stock Plan, which provides for the issuance of options
to purchase shares of Common Stock at an exercise price equal to the fair market value at the date
of grant. As of October 2, 2004, 183,715 shares were available for grant and 597,532 granted
options were unexercised. IDS Plan  The Company assumed the IDS Stock Option Plan and 169,000 warrants with the acquisition
of IDS in January, 2003. As of October 2, 2004, 83,089 granted options were unexercised and no
shares were available for grant, and all of the warrants were 8




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unexercised. 
 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Corporation was not involved in any transactions with management requiring disclosure under
applicable securities regulations. 
 ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES Audit Fees PricewaterhouseCoopers LLP has billed the Corporation $847,135, in the aggregate, for professional
services rendered by PricewaterhouseCoopers LLP for the audit of the Corporations financial
statements for the Corporations 2004 and 2003 fiscal years, the reviews of the interim financial
statements included in the Corporations quarterly reports for the Corporations 2004 and 2003
fiscal years, the restatement of the Corporations financial statements for our 2003 fiscal year
and services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory
and regulatory filings or engagements such as fees relating to registration statements and common
stock offerings, the review of documents filed with the SEC, comfort letters and consents
associated with such statements. Audit-Related Fees During our 2004 and 2003 fiscal years, PricewaterhouseCoopers LLP has billed us $74,893, in the
aggregate, for assurance and related services that were reasonably related to the performance of
the audit or review of our financial statements that are not reported under Audit Fees above.
These services include employee benefit plan audits, accounting consultations in connection with
acquisitions, and consultations concerning financial accounting and reporting standards. Tax Fees During our 2004 and 2003 fiscal years, PricewaterhouseCoopers LLP has billed us $531,117, in the
aggregate, for professional services rendered by PricewaterhouseCoopers LLP for tax compliance, tax
advice, and tax planning. These services include assistance regarding federal, state and local tax
compliance, tax audit defense, mergers and acquisitions, and tax planning. All Other Fees We did not engage PricewaterhouseCoopers LLP to perform any other services during fiscal 2004
or 2003. Summary of Fees Billed to the Corporation by PricewaterhouseCoopers LLP FY 2003
    
    
    
    FY 2004Audit Fees
    
    
    $
    544,707
    
    
    
    $
    302,428Audit-Related Fees
    
    
    $
    70,560
    
    
    
    $
    4,333Tax Fees
    
    
    $
    276,704
    
    
    
    $
    254,413All Other Fees
    
    
    
    
    
    
    
    
    Total Fees
    
    
    $
    891,971
    
    
    
    $
    561,174
 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Registered Public Accounting Firm. The Audit Committee is responsible to review and pre-approve both audit and permissible non-audit
services to be provided by the independent auditor. This pre-approval duty may be delegated to one
or more designated members of the Audit Committee, provided that any pre-approval given by such
delegate(s) must be reported to the Audit Committee at its next regularly scheduled meeting. The
Audit Committees pre-approval policies and procedures are included within the Audit Committee
Charter. The Audit Committee has determined that the provision of the foregoing services and the
related fees are compatible with maintaining PricewaterhouseCoopers LLPs independence from the
Corporation. The Audit Committee has considered whether the non-audit services provided by
PricewaterhouseCoopers LLP are compatible with maintaining the independence of
PricewaterhouseCoopers LLP. 9




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##### Table of Contents



PART IV 
 ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Financial Statements
    
    PageReport of Independent Registered Public Accounting FirmConsolidated Balance Sheet as of October 2, 2004 and September 27, 2003Consolidated Statement of Income for the years ended October 2, 2004,
September 27, 2003 and September 28, 2002Consolidated Statement of Shareholders Equity for the years ended
October 2, 2004, September 27, 2003, and September 28, 2002Consolidated Statement of Cash Flow for the years ended October 2, 2004,
September 27, 2003 and September 28, 2002Notes To Consolidated Financial Statements
 (a)(2) Financial Statement Schedules INDEX TO FINANCIAL STATEMENT SCHEDULES Financial Schedule
    
    PageSchedule II Valuation and Qualifying Accounts and Reserves
 (a)(3) Exhibits 2.1
    
    Agreement and Plan of Merger dated May 3, 1998 by and among Bowmar
Instrument Corporation and Electronic Designs, Inc. and Bravo
Acquisition Subsidiary, Inc. (incorporated herein by reference to Exhibit 2 to the current Report on Form 8-K filed on May 6, 1998.)2.2
    
    Amendment to Agreement and Plan of Merger dated June 9, 1998
(incorporated herein by reference to Exhibit 2.1A to the Registration
Statement on Form S-4 filed on June 11, 1998, Registration No.
333-56565).2.3
    
    Amendment to Agreement and Plan of Merger dated August 24, 1998
(incorporated herein by reference to Exhibit 2.1B to the Registration
Statement on Form S-4, filed on September 2, 1998, Registration No.
333-56565).2.4
    
    Agreement and Plan of Reorganization dated as of January 22, 2003 by
and among White Electronic Designs Corporation, IDS Reorganization
Corp., and Interface Data, Systems, Inc. (incorporated herein by
reference to Exhibit 2.1 to the Current Report on Form 8-K filed
January 24, 2003.2.5
    
    Agreement and Plan of Reorganization dated January 29, 2001, by and
among White Electronic Designs Corporation, PV Acquisition Corporation,
Panelview, Inc. and Panelview Partners L.P. (incorporated herein by
reference to Exhibit 10.29 to the Companys Quarterly Report on Form
10-Q, filed on February 13, 2001).3.1
    
    Amended and Restated Articles of Incorporation of White Electronic
Designs Corporation (incorporated herein by reference to Exhibit 3.1 on
Form 10-K filed December 24, 1998).3.2
    
    Amended and Restated Code of By-Laws of White Electronic Designs
Corporation (incorporated herein by reference to Exhibit 3.1 on Form
S-3 filed June 2, 2003).4.1
    
    Shareholder Rights Agreement, effective December 6, 1996, (incorporated
herein by reference to Exhibit 5 on Form 8-K, filed on December 19,
1996).
 10




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##### Table of Contents



4.2
    
    Amendment No. 1 to Rights Agreement, effective as of May 3, 1998
(incorporated herein by reference to Exhibit 4.3 to the Registration
Statement on Form S-4, filed on June 11, 1998, Registration No.
333-56565).10.1
    
    Agreement to be Bound by Registration Rights Agreements, dated as of
May 3, 1998, by and between Bowmar Instrument Corporation and
Electronic Designs, Inc. (incorporated herein by reference to Exhibit
10.1 to the Registration Statement on Form S-4, filed on Jun 11, 1998,
Registration No. 333-56565).** 10.2
    
    Agreement to be Bound by Severance Agreements and Employment Agreement,
dated as of May 3, 1998, by and between Bowmar Instrument Corporation
and Electronic Designs, Inc. (incorporated herein by reference to
Exhibit 10.2 to the Registration Statement on Form S-4, filed on June
11, 1998, Registration No. 333-56565).10.3
    
    1994 Flexible Stock Plan (incorporated herein by reference to Exhibit A
to the Companys definitive Proxy Statement prepared in connection with
the 1994 Annual Meeting of Shareholders).10.4
    
    Amendment to Companys 1994 Flexible Stock Plan, effective May 7, 2001
(incorporated herein by reference to Exhibit 99 to the Registration
Statement on Form S-8, filed on May 9, 2001, Registration No.
333-60544).10.5
    
    Revolving Credit and Term Loan Agreement by and between Bank One, Texas
and White Electronic Designs Corporation, an Indiana Corporation, dated
January 7, 2000. (Incorporated herein by reference to Exhibit 10.27 to
the Companys 10-Q for the quarter ended January 1, 2000).10.6
    
    First Amendment to Revolving Credit Agreement by and between Bank One
effective as of June 3, 2000; Promissory Note effective June 3, 2000,
Notice of Final Agreement effective June 3, 2000 (incorporated herein
by reference to Exhibit 10.28 to the Companys Quarterly Report on Form
10-Q for the quarter ended July 1, 2000).10.7
    
    Third Modification agreement between Bank One N.A. and White Electronic
Designs Corporation, effective March 28, 2002 (incorporated herein by
reference to Exhibit 10.38 to the Companys Quarterly Report on Form
10-Q filed on May 13, 2002).10.8
    
    Fourth Modification agreement between Bank One N.A. and White
Electronic Designs Corporation, effective January 13, 2003
(incorporated herein by reference to Exhibit 10.41 to the Companys
Quarterly Report on Form 10-Q filed on February 11, 2003).10.9
    
    Fifth Modification agreement between Bank One N.A. and White Electronic
Designs Corporation, effective March 13, 2003 (incorporated herein by
reference to Exhibit 10.42 to the Companys Quarterly Report on Form
10-Q filed on May 13, 2003).10.10
    
    Term Loan Agreement between Bank One N.A. and White Electronic Designs
Corporation, effective March 13, 2003 (incorporated herein by reference
to Exhibit 10.43 to the Companys Quarterly Report on Form 10-Q filed
on May 13, 2003).10.11
    
    Modification letter to term loan agreement between Bank One N.A. and
White Electronic Designs Corporation, effective April 24, 2003
(incorporated herein by reference to Exhibit 10.43 to the Companys
Quarterly Report on Form 10-Q filed on May 13, 2003).**10.12
    
    White Electronic Designs Corporation 2001 Director Stock Plan
(incorporated herein by reference to Exhibit 99 to the Registration
Statement on Form S-8, filed on May 9, 2001, Registration No.
333-60536).**10.13
    
    White Electronic Designs Corporation 2000 Employee Stock Purchase Plan
(incorporated herein by reference to Exhibit 99 to the Registration
Statement on Form S-8, filed May 9, 2001, Registration No. 333-60546).**10.14
    
    Amendment to Companys Stock Option Plan for Non-Employee Directors
(incorporated herein by reference to Exhibit 99 to the Registration
Statement on Form S-8, filed on May 9, 2001, Registration No.
333-60548).**10.15
    
    White Electronic Designs Corporation 2000 Broad Based Employee Stock
Option Plan (incorporated herein by reference to Exhibit 99 to the
Registration Statement on Form S-8, filed on May 9, 2001, Registration
No. 333-60542).
 11




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##### Table of Contents



**10.16
    
    Executive Employment Agreement made as of December 14, 2004 between
White Electronic Designs Corporation and Hamid R. Shokrgozar.**10.17
    
    Non-Qualified Stock Option Agreement between White Electronic Designs
Corporation and Donald McGuinness dated December 3, 1998 (incorporated
herein by reference to Exhibit 10.41 to the Companys Annual Report on
Form 10-K filed on December 23, 2002).**10.18
    
    Non-Qualified Stock Option Agreement between White Electronic Designs
Corporation and Hamid Shokrgozar dated November 10, 1999 (incorporated
herein by reference to Exhibit 10.42 to the Companys Annual Report on
Form 10-K filed on December 23, 2002).10.19
    
    Industrial Real Estate Lease dated February 4, 1997 between Bowmar
Instrument Corp., as tenant, and Allred Phoenix Properties, L.L.C., as
landlord (incorporated herein by reference to Exhibit 10.5 to the
Companys Annual Report on Form 10-K for the fiscal year ended
September 27, 1997).10.20
    
    Sixth Modification Agreement between Bank One N.A. and White Electronic
Designs Corporation, effective March 19, 2004 (incorporated herein by
reference to Exhibit 10.1 to the Companys Quarterly Report on Form
10-Q filed on May 14, 2004).10.21
    
    First Amendment to certain Industrial Real Estate Lease dated February
4, 1997 between White Electronic Designs Corporation (as successor  in
 interest of Bowmar Instrument Corp.) and Gus Enterprises  XII,
L.L.C. (as successor  in  interest of Allred Phoenix Properties,
L.L.C.) dated November 5, 2004 (incorporated herein by reference to
Exhibit 10.21 to the Companys Annual Report on Form 10-K filed on
December 16, 2004).***21.1
    
    Subsidiaries of White Electronic Designs Corporation.***23.1
    
    Consent of PricewaterhouseCoopers LLP.*** 31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*** 31.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.3
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.4
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.***32.1
    
    Certification Pursuant to 18 U.S. C. Section 1350, As Adopted Pursuant
To Section 906 of the Sarbanes-Oxley Act of 2002.***32.2
    
    Certification Pursuant to 18 U.S. C. Section 1350, As Adopted Pursuant
To Section 906 of the Sarbanes-Oxley Act of 2002.*32.3
    
    Certification Pursuant to 18 U.S. C. Section 1350, As Adopted Pursuant
To Section 906 of the Sarbanes-Oxley Act of 2002.*32.4
    
    Certification Pursuant to 18 U.S. C. Section 1350, As Adopted Pursuant
To Section 906 of the Sarbanes-Oxley Act of 2002.
   *
    
    Furnished or filed herewith.**
    
    Management compensatory contract, plan or arrangement.***
    
    Previously furnished or filed with the Companys Annual Report on Form 10-K for the fiscal
year ended October 2, 2004. 12




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized. WHITE ELECTRONIC DESIGNS CORPORATIONDate: February 7, 2005
    /s/ Roger A. DerseRoger A. DerseChief Financial Officer, Secretary and Treasurer 13