SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

White Electronic Designs Corporation

(Name of Issuer)

Common Stock, $0.10 stated value per share

(Title of Class of Securities)

963801105

(CUSIP Number)

Wynnefield Partners Small Cap Value, L.P. 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Obus Caiman Partners L.P. 5506 Worsham Court Windermere, FL 34786 Attention: Mr. Brian Kahn

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

1350 Avenue of the Americas, 26th Floor

New York, New York 10019

(212) 541-6222

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 8, 2008

(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box./   /. (See explanatory note to this Schedule 13D)

CUSIP No. 963801105 13D Page 2 of 24 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield Partners Small Cap Value, L.P. 13-3688497
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b)X
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or(E)                                                  o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 364,261 (See Item 5)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 364,261 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 364,261 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON (See Instructions) PN

CUSIP No. 963801105 13D Page 3 of 24 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield Partners Small Cap Value, L.P. I 13-3953291
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b)X
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 642,556 (See Item 5)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 642,556 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 642,556 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14	TYPE OF REPORTING PERSON (See Instructions) PN

CUSIP No. 963801105 13D Page 4 of 24 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b)X
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 420,184 (See Item 5)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 420,184 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 420,184 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%
14	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. 963801105 13D Page 5 of 24 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield Capital Management, LLC 13-4018186
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b)X
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,006,817(See Item 5)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,006,817(See Item 5)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,006,817(See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5%
14	TYPE OF REPORTING PERSON (See Instructions) OO (Limited Liability Company)

CUSIP No. 963801105 13D Page 6 of 24 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield Capital, Inc. 13-3688495
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b)X
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)  o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 420,184 (See Item 5)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 420,184 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 420,184 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%
14	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. 963801105 13D Page 7 of 24 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Nelson Obus
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b)X
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,427,001 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,427,001 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,427,001 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4%
14	TYPE OF REPORTING PERSON (See Instructions) IN

CUSIP No. 963801105 13D Page 8 of 24 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Joshua Landes
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b)X
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,427,001 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,427,001 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,427,001 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4%
14	TYPE OF REPORTING PERSON (See Instructions) IN

CUSIP No. 963801105 13D Page 9 of 24 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Caiman Partners, L.P. 20-0187100
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b)X
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 803,700 (See Item 5)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER  803,700 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 803,700 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6 %
14	TYPE OF REPORTING PERSON (See Instructions) PN

CUSIP No. 963801105 13D Page 10 of 24 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Caiman Capital GP, L.P. 20-0187123
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b)X
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 803,700 (See Item 5)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER  803,700 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 803,700 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6 %
14	TYPE OF REPORTING PERSON (See Instructions) PN

CUSIP No. 963801105 13D Page 11 of 24 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Caiman Capital Management, LLC 27-0066404
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b)X
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 803,700 (See Item 5)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER  803,700 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 803,700 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6 %
14	TYPE OF REPORTING PERSON (See Instructions) OO (Limited Liability Company)

CUSIP No. 963801105 13D Page 12 of 24 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Brian Kahn
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b)X
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 803,700 (See Item 5)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 803,700 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 803,700 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6 %
14	TYPE OF REPORTING PERSON (See Instructions) IN

CUSIP No. 963801105 13D Page 13 of 24 Pages

Explanatory Note

The beneficial ownership of certain of the shares of the Issuer’s common stock to which this Schedule 13D relates were previously reported by the Wynnefield Reporting Persons (as defined herein) on a Schedule 13D filed with the Securities and Exchange Commission on September 3, 2008, as amended by Amendment No. 1 filed on September 4, 2008, as amended by Amendment No. 2 filed on September 29, 2008, as amended by Amendment No. 3 filed on October 20, 2008, and as amended by Amendment No. 4 filed on November 3, 2008.

Item 1.  Security and Issuer.

This Schedule 13D (the “Statement”) relates to the shares of common stock, $0.10 stated value per share (the “Common Shares”) of White Electronic Designs Corporation (the “Issuer”), whose principal executive offices are located at 3601 East University Dr., Phoenix, Arizona 85034.

Item 2. Identity and Background.

This Statement is filed by the Wynnefield Reporting Persons and the Caiman Reporting Persons (collectively, the “Reporting Persons”).

(1)  Wynnefield Reporting Persons.

(a), (b), (c) and (f). The “Wynnefield Reporting Persons” are Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield Offshore”), Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”), Wynnefield Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”) and Nelson Obus and Joshua H. Landes. The Wynnefield Reporting Persons are each separate and distinct entities with different beneficial owners (whether designated as limited partners or shareholders).

         WCM, a New York limited liability company, is the general partner of Wynnefield Partners and Wynnefield Partners I, private investment companies organized as limited partnerships under the laws of the State of Delaware. Nelson Obus and Joshua H. Landes are the managing members of WCM and the principal executive officers of WCI, the investment manager of Wynnefield Offshore, a private investment company organized under the laws of the Cayman Islands. Mr. Obus and Mr. Landes are citizens of the United States of America.

            The business address of the Wynnefield Reporting Persons is 450 Seventh Avenue, Suite 509, New York, New York 10123.

(d) and (e). During the last five years, none of the Wynnefield Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

CUSIP No. 963801105 13D Page 14 of 24 Pages

(2)  Caiman Reporting Persons.

(a), (b), (c) and (f). The “Caiman Reporting Persons” are Caiman Partners, L.P. (“Caiman Partners”), Caiman Capital GP, L.P. (“Caiman Capital”), Caiman Capital Management, LLC (“Caiman Management”) and Brian Kahn. The Caiman Reporting Persons are each separate and distinct entities with different beneficial owners (whether designated as limited partners or shareholders).

Caiman Capital, is a limited partnership organized under the laws of the State of Delaware, is the general partner of Caiman Partners, a limited partnership organized under the laws of the State of Delaware. Caiman Management, a limited liability company organized under the laws of the State of Delaware is the general partner of Caiman Capital. Brian Kahn is the managing member of Caiman Management. Mr. Kahn is a citizen of the United States of America.

            The business address of the Caiman Reporting Persons is 5506 Worsham Court,Windermere, Florida 34786.

 (d) and (e). During the last five years, none of the Caiman Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration.

(1)  Wynnefield Reporting Persons.

The securities reported in this Statement as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $7,121,447.80 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially owns such securities.

 (2)  Caiman Reporting Persons.

The securities reported in this Statement as directly beneficially owned by the CaimanReporting Persons were acquired with funds of approximately $3,215,162.00 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Caiman Reporting Persons who directly beneficially owns such securities.

CUSIP No. 963801105 13D Page 15 of 24 Pages

Item 4. Purpose of Transaction.

The Reporting Persons currently intend to conduct a proxy solicitation seeking to elect five director candidates (the “Director Nominees”) to fill the four seats up for re-election at the Issuer’s annual meeting of shareholders to be held in calendar year 2009 (the “Annual Meeting”), plus the one vacancy currently existing on the Issuer’s Board of Directors (the “Board”).

Wynnefield Capital, on behalf of the Wynnefield Reporting Persons, and Caiman Partners, on behalf of the Caiman Reporting Persons, delivered a letter to the Issuer dated December 9, 2008 (the “Nomination Letter”) notifying the Issuer that the Reporting Persons intend to appear at the Annual Meeting and any adjournments or postponements thereof, in person or by proxy, to nominate and seek to elect the Director Nominees.  The five individuals named as Director Nominees in the Nomination Letter are as follows: (i) William H. Alderman; (ii) Jon C. Biro; (iii) Keith Butler; (iv) Brian Kahn, one of the Reporting Persons; and (v) Melvin L. Keating.   Biographical information with respect to each Director Nominee is set forth in Exhibit 1 to this Statement. 

The Reporting Persons believe that a proxy solicitation seeking to elect the Director Nominees is necessary because, as discussed below, the current Board is not acting, and, given their history of failed strategic initiatives, will not act, in what the Reporting Persons believe to be in the best interests of all of the Issuer’s shareholders to aggressively, transparently and with dispatch, evaluate strategic alternatives available to the Issuer to maximize shareholder value.

Under the watch of the current Board, the Issuer’s Common Shares have significantly underperformed its peers in the NASDAQ Composite index and the S&P Aerospace & Defense index, falling 76.4% since September 16, 2003, as compared to a fall of 16.7% and a rise of 62.9%, respectively, demonstrating that poor performance is specific in large measure to the Issuer and not soley an industry-wide or market related problem. Meanwhile, during a period when defense-oriented companies similar to the Issuer have received substantial acquisition premiums, the Issuer conducted a flawed, time consuming and failed sales process that excluded many logical strategic buyers.

On August 28, 2008, the Issuer announced that it had formed a special committee to review all strategic alternatives available to it. In March 2008, however, the Issuer also announced it was evaluating strategic alternatives. According to an Issuer press release dated August 28, 2008, as a special committee of directors was first appointed in August 2008, apparently the responsibility of the strategic review commenced by the Issuer in March 2008 was delegated by the Board to former CEO, Hamid Shokragozar.

On September 25, 2008, Mr. Kahn, offered, solely on behalf of Kahn Capital Management (“KCM”), an affiliate of the Caiman Reporting Persons, to acquire all of the Issuer’s outstanding Common Shares at a purchase price of $6.05 per share, which represented approximately a 28% premium over its closing price on September 24, 2008.  Mr. Kahn believed that the all cash, fully financed offer represented significant value for all of the Issuer’s shareholders and, as such, despite the Board’s history of structurally flawed reviews of strategic alternatives, expected the Board, or its strategic review committee, to engage KCM in a bona fide, meaningful discussion to further explore this offer.  However, neither the Board nor its newly formed strategic review committee ever responded to KCM’s offer or publicly disclosed the offer in an effort to elicit other offers, which would result in the Issuer’s shareholders receiving more than $6.05 per share.  After two months of silence from the Board and its special committee, on November 26, 2008, KCM sent a letter notifying the Issuer that it was withdrawing its $6.05 per share offer to acquire all of the Issuer’s outstanding Common Shares effective immediately.

CUSIP No. 963801105 13D Page 16 of 24 Pages

The Issuer’s unwillingness to even engage in a dialogue regarding KCM’s $6.05 per share offer, which represented approximately a 70% premium over the closing price of the Common Shares on November 26, 2008, the date the offer was withdrawn, raises significant doubt in the minds of the Reporting Persons as to whether the Board and its strategic review committee are acting in the best interests of the shareholders and truly conducting a bona fide evaluation of all possible strategic alternatives or merely going through the motions of a strategic review, similar to the flawed and failed process that took place between March 2008 and the formation of the special committee in August 2008.

The Reporting Persons are not seeking to gain control of the Board in an effort to cause it to necessarily enter into a transaction to sell the Issuer. The Director Nominees are eminently qualified to operate the Issuer, should they determine that such course is in the best interest of shareholders. The Reporting Persons understand that if the Director Nominees are elected, each of them will have an obligation under Indiana law to discharge their respective duties in good faith, consistent with their fiduciary duties to the Issuer and all shareholders.  We anticipate that if the Director Nominees are elected, they would act with dispatch to establish an end date to a strategic review process that is transparent, bona fide, fair and robust, and truly conducted in a manner designed to maximize shareholder value.   The Reporting Persons’ believe the Director Nominees will do a better job of ensuring that the interests of all of the Issuer’s shareholder are being best served.

Over the past several months, the Wynnefield Reporting Persons have repeatedly called for the Board to take proactive measures to protect the shareholders from another failed strategic evaluation process, which included public disclosure of a specific deadline for the Board’s strategic review committee to complete its analysis and publicly present its recommendations to the Board and shareholders.  The Wynnefield Reporting Persons also asked the Board not to divert its energy and focus, nor further risk the Issuer’s cash and shareholders’ equity on a search to find a new CEO to replace former CEO Hamid Shokragozar until the strategic review committee has completed its review of strategic alternatives available to the Issuer.    Lastly, in response to a letter from Mr. Kahn to the Board seeking to be named to the Board, the Wynnefield Reporting Persons independently endorsed the appointment of Mr. Brian Kahn of KCM, as a director to fill the vacancy on the Board created by the resignation of Mr. Shokragozar, and to also serve as a member of the strategic committee.  The Wynnefield Reporting Persons believe that Mr. Kahn’s extensive and successful experience in capital transactions, electronics, contract manufacturing and defense businesses, as well as the fact that he is a significant shareholder of the Company, would provide the Issuer’s outside shareholders with a much needed voice on the Board to express their concerns and objectives, which would ultimately facilitate the Issuer’s efforts to enhance shareholder value.  Unfortunately, the Issuer ignored most suggestions made by the Wynnefield Reporting Persons.

The Reporting Persons beneficially own approximately 9.9% of the Issuer’s Common Shares.  The Issuer’s current Board owns approximately 3.5% of the Issuer’s voting Common Shares.  The Reporting Persons do not believe that the interests of the current directors are sufficiently aligned with the interests of the Issuer’s outside shareholders.  As a result, under the watch of the current Board, the Issuer’s shareholders have suffered significant diminution in value of their shares, while the Issuer has engaged in:

§ An unsuccessful and wasteful acquisition strategy resulting in significant impairment of the Issuer’s assets acquired under such strategy.

§ Poor financial performance during a period of tremendous demand for military products.

§ A flawed, time consuming and failed initial portion of a strategic process apparently initially conducted in the spring/summer of 2008 by Mr. Shokragozar, the Issuer’s former CEO, that excluded many logical industry buyers, at a time when defense-oriented companies similar to the Issuer have received substantial acquisition premiums.

CUSIP No. 963801105 13D Page 17 of 24 Pages

Consequently, in light of the Issuer’s failure to respond to KCM’s cash offer and a track record of destroying shareholder value, the Reporting Persons have determined that the current Board is unwilling or incapable to act in the best interests of the Issuer’s shareholders or fulfill their fiduciary duties.  They are therefore seeking to reconstitute the Board with five highly qualified Director Nominees that will act decisively in the best interest of all of the Issuer’s shareholders.

On December 8, 2008, Wynnefield Capital, on behalf of the Wynnefield Reporting Persons, and Caiman Partners, on behalf of the Kahn Reporting Persons, entered into a written voting agreement (the “Agreement”) forming a group under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), consisting of the Reporting Persons.

Under the Agreement, each of the Reporting Persons has agreed to attend the Annual Meeting in person or by proxy, such that all Common Shares beneficially owned by such Reporting Persons are represented at the Annual Meeting, and to vote such Common Shares at the Annual Meeting, in person or by proxy, in favor of the election of the Director Nominees, and to vote as set forth in the Agreement with respect to other actions.

If the Reporting Persons’ Director Nominees receive the affirmative vote of a plurality of the Common Shares present in person or represented by proxy at the Annual Meeting, provided a quorum exists, the five Director Nominees proposed by the Reporting Persons would be elected and constitute five of the six directors comprising the entire Board. In the event the Issuer purports to increase the number of directors serving on the Board or otherwise increases the number of directors to be elected at the Annual Meeting, the Reporting Persons reserve the right to nominate additional persons as directors to fill any vacancies created by the increase or to fill any additional positions on the Board which the Issuer's shareholders shall vote on at the Annual Meeting.

Pursuant to the rules of the Securities and Exchange Commission promulgated under the Exchange Act, the Reporting Persons are deemed to have acquired beneficial ownership, for purposes of Sections 13(d) and 13(g) of the Exchange Act, of all equity securities of the Issuer beneficially owned by each member of the Reporting Persons. None of the members of the Reporting Persons purchased any additional Common Shares in connection with the Agreement. Each of the Reporting Persons disclaims beneficial ownership of (except as provided in the Agreement) and any pecuniary interest in, any of the Issuer’s Common Shares controlled or beneficially owned by the other Reporting Persons.  The description of the Agreement in this Statement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed with this Statement as Exhibit 2.

The Reporting Persons and others met prior to December 8, 2008 to discuss the transactions contemplated by the matters described in this Item 4, but no agreement was reached among the Reporting Persons to conduct a proxy solicitation seeking to elect the Director Nominees, and no group was formed under the Exchange Act, until December 8, 2008.

CUSIP No. 963801105 13D Page 18 of 24 Pages

Other than as set forth in this Item 4, none of the Reporting Persons have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of the Statement. The Reporting Persons intend to review their respective investment in the Issuer on a continuing basis, and to the extent permitted by law, and may seek to engage in discussions with other shareholders and/or with management and the Board concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may, subject to any obligations set forth in the Agreement,  in the future take such actions with respect to their respective investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Common Shares, engaging in short selling of or any hedging or similar transaction with respect to the Common Shares, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

As of December 8, 2008, the Reporting Persons may be deemed to beneficially own collectively an aggregate of 2,230,701 of the Common Shares, representing approximately 9.9% of the outstanding Common Shares (the percentage of shares owned being based upon 22,435,280 Common Shares outstanding as of August 4, 2008, as set forth in the Issuer’s most recent report on Form 10-Q for the period ended June 28, 2008, filed with the Securities and Exchange Commission on August 7, 2008).  The Wynnefield Reporting Persons and the Caiman Reporting Persons each expressly disclaims beneficial ownership for all purposes of the Common Shares held by each of the other Reporting Persons.  Additionally, each of the Wynnefield Reporting Persons and the Caiman Reporting Persons disclaims any pecuniary interest in the Common Shares beneficially owned by any other Reporting Person.

(1)  Wynnefield Reporting Persons.

 (a)-(c). As of December 8, 2008, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,427,001 Common Shares, constituting approximately 6.4% of the outstanding shares of Common Shares (the percentage of shares owned being based upon 22,435,280 Common Shares outstanding as of August 4, 2008, as set forth in the Issuer’s most recent report on Form 10-Q for the period ended June 28, 2008, filed with the Securities and Exchange Commission on August 7, 2008).  The following table sets forth certain information with respect to Common Shares directly beneficially owned by the Wynnefield Reporting Persons listed below:

Name	Number of Common Shares	Percentage of Outstanding Common Shares
Wynnefield Partners	364,261	1.6%
Wynnefield Partners I	642,556	2.9%
Wynnefield Offshore	420,184	1.9%

WCM is the sole general partner of the Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners, has the sole power to direct the voting and disposition of the Common Shares that Wynnefield Partners and Wynnefield Partners I beneficially own.  Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that WCM may be deemed to beneficially own.

CUSIP No. 963801105 13D Page 19 of 24 Pages

Each of Messrs. Obus and Landes, as co-managing members of WCM, shares with the other the power to direct the voting and disposition of the Common Shares that WCM may be deemed to beneficially own.  WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Wynnefield Offshore beneficially owns.

WCI as the sole investment manager of Wynnefield Offshore has the sole power to direct the voting and disposition of the Common Shares that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that WCI may be deemed to beneficially own. Each of Messrs. Obus and Landes, as executive officers of WCI, shares with the other the power to direct the voting and disposition of the Common Shares that WCI may be deemed to beneficially own.

Beneficial ownership of the Common Shares shown on the cover pages of and set forth elsewhere in this Statement for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 1,427,001 Common Shares, constituting approximately 6.4% of the outstanding Common Shares (the percentage of shares owned being based upon 22,435,280 Common Shares outstanding as of August 4, 2008, as set forth in the Issuer’s most recent report on Form 10-Q for the period ended June 28, 2008, filed with the Securities and Exchange Commission on August 7, 2008).

            The filing of this Statement and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission by any of the Wynnefield Reporting Persons that a “group” exists or that any of the Wynnefield Reporting Persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the Common Shares owned by the other Wynnefield Reporting Persons.

To the best knowledge of the Wynnefield Reporting Persons, except as described in this Statement, none of the Wynnefield Reporting Persons, any person in control (ultimately or otherwise) of the Wynnefield Reporting Persons, any general partner, executive officer or director thereof, as applicable, beneficially owns any Common Shares.

CUSIP No. 963801105 13D Page 20 of 24 Pages

The Wynnefield Reporting Persons have made the following purchase of the Common Shares during the last 60 days in open market broker’s transactions (prices do not include brokerage commissions):

Name	Date	Number of Shares		Price Per Share
Wynnefield Partners I	November 25, 2008		7,500	$	3.20
Wynnefield Partners I	November 24, 2008		12,000	$	3.40
Wynnefield Partners I	November 13, 2008		4,400	$	3.25
Wynnefield Partners I	November 12, 2008		10,000	$	3.45
Wynnefield Partners I	November 3, 2008		7,800	$	3.93
Wynnefield Partners I	October 21, 2008		16,800	$	3.50
Wynnefield Partners I	October 17, 2008		10,000	$	3.55
Wynnefield Partners Offshore	November 25, 2008		7,000	$	3.20
Wynnefield Partners Offshore	November 3, 2008		6,500	$	3.93
Wynnefield Partners Offshore	October 21, 2008		12,000	$	3.50
Wynnefield Partners	November 25, 2008		5,500	$	3.20
Wynnefield Partners	November 24, 2008		8,000	$	3.40
Wynnefield Partners	November 13, 2008		3,200	$	3.25
Wynnefield Partners	November 3, 2008		5,700	$	3.93
Wynnefield Partners	October 21, 2008		11,200	$	3.50
Wynnefield Partners	October 10, 2008		3,300	$	3.75

(d) and (e). Not Applicable.

CUSIP No. 963801105 13D Page 21 of 24 Pages

(2)  Caiman Reporting Persons.

(a)-(c). As of December 8, 2008, the Caiman Reporting Persons beneficially owned in the aggregate 803,700 Common Shares, constituting approximately 3.6% of the outstanding shares of Common Shares (the percentage of shares owned being based upon 22,435,280 Common Shares outstanding as of August 4, 2008, as set forth in the Issuer’s most recent report on Form 10-Q for the period ended June 28, 2008, filed with the Securities and Exchange Commission on August 7, 2008).  The following table sets forth certain information with respect to Common Shares directly beneficially owned by the Caiman Reporting Persons listed below:

Name	Number of Common Shares	Percentage of Outstanding Common Shares
Caiman Partners	803,700	3.6%

Caiman Capital is the sole general partner of Caiman Partners and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Caiman Partners beneficially owns.  Caiman Capital, as the sole general partner of Caiman Partners, has the sole power to direct the voting and disposition of the Common Shares that Caiman Partners beneficially owns.  Caiman Management is the managing general partner of Caiman Capital and, accordingly, Caiman Management may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Caiman Capital may be deemed to beneficially own.   Mr. Kahn is the managing member of Caiman Management and, accordingly, Mr. Kahn may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Caiman Management may be deemed to beneficially own.

Beneficial ownership of the Common Shares shown on the cover pages of and set forth elsewhere in this Statement for each member of the Caiman Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Caiman Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 803,700 Common Shares, constituting approximately 3.6% of the outstanding Common Shares (the percentage of shares owned being based upon 22,435,280 Common Shares outstanding as of August 4, 2008, as set forth in the Issuer’s most recent report on Form 10-Q for the period ended June 28, 2008, filed with the Securities and Exchange Commission on August 7, 2008).

            The filing of this Statement and any future amendment by the Caiman Reporting Persons, and the inclusion of information herein and therein with respect to Caiman Capital, Caiman Management and Mr. Kahn, shall not be considered an admission by any of the Caiman Reporting Persons that a “group” exists or that any of the Caiman Reporting Persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of Caiman Management and Mr. Kahn disclaim any beneficial ownership of the Common Shares beneficially owned by Caiman Capital.

To the best knowledge of the Caiman Reporting Persons, except as described in this Statement, none of the Caiman Reporting Persons, any person in control (ultimately or otherwise) of the Caiman Reporting Persons, any general partner, executive officer or director thereof, as applicable, beneficially owns any Common Shares.

CUSIP No. 963801105 13D Page 22 of 24 Pages

The Caiman Reporting Persons have made the following purchase of the Common Shares during the last 60 days in open market broker’s transactions (prices do not include brokerage commissions):

Name	Date	Number of Common Shares			Price Per Common Share
Caiman Partners	October 31, 2008		800,000	(1)	$	3.99
Caiman Partners	November 21, 2008		3,700		$	3.26

(1)  On October 31, 2008, these Shares were acquired from an affiliate of Mr. Kahn which had acquired such shares in numerous transactions between February 19, 2008 and October 13, 2008.

(d) and (e). Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

See Item 4 and Item 5.

Each of the Reporting Persons is a party to a Joint Filing Agreement, dated as of December 8, 2008  (the "Joint Filing Agreement"), pursuant to which they agreed to jointly file this Statement and any and all amendments and supplements hereto with the Securities and Exchange Commission. The Joint Filing Agreement is filed herewith as Exhibit 3 and is incorporated herein by reference to its entirety in this response to Item 6.

Except for the agreements described in this Statement, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit 1 Biographical Information of Director Nominees.

Exhibit 2	Voting Agreement, dated December 8, 2008.
Exhibit 3	Joint Filing Agreement, dated December 8, 2008.

CUSIP No. 963801105 13D Page 23 of 24 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: December 10, 2008

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By:	Wynnefield Capital Management, LLC, General Partner
	By:	/s/ Nelson Obus
		Nelson Obus, Co-Managing Member

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By:	Wynnefield Capital Management, LLC, General Partner
	By:	/s/ Nelson Obus
		Nelson Obus, Co-Managing Member

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By:	Wynnefield Capital, Inc.
	By:	/s/ Nelson Obus
		Nelson Obus, President

WYNNEFIELD CAPITAL MANAGEMENT, LLC
By:	/s/ Nelson Obus
	Nelson Obus, Co-Managing Member

WYNNEFIELD CAPITAL, INC.
By:	/s/ Nelson Obus
	Nelson Obus, President

By: /s/ Nelson Obus

Nelson Obus, Individually

By: /s/ Joshua H. Landes

Joshua H. Landes, Individually

CUSIP No. 963801105 13D Page 24 of 24 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: December 10, 2008

CAIMAN PARTNERS L.P.
By:	CAIMAN CAPITAL GP, L.P.,  its general partner
By:	CAIMAN CAPITAL MANAGEMENT LLC,
its managing general partner
	By:	/s/ Brian Kahn
		Name:  Brian Kahn Title:    Managing Member

CAIMAN CAPITAL GP, L.P.
By:	CAIMAN CAPITAL MANAGEMENT LLC,
its managing general partner
	By:	/s/ Brian Kahn
		Name:  Brian Kahn Title:    Managing Member

CAIMAN CAPITAL MANAGEMENT LLC
	By:	/s/ Brian Kahn
		Name:  Brian Kahn Title:    Managing Member
/s/ Brian Kahn
Brian Kahn, Individually

EX-1

INFORMATION REGARDING THE DIRECTOR NOMINEES

The following table sets forth for each Director Nominee (i) the name, age, and business address of such person, and (ii) the principal occupation or employment and five-year business history of such person, including all directorships held in other public companies or mutual funds.

Name, Age and Business Address	Present Principal Occupation or Employment and Business Experience During Last Five Years; Current Directorships
William H. Alderman 46years old c/o Alderman & Company Capital, LLC 20 Silver Brook Road Ridgefield, Connecticut 06877	Mr. Aldermanhas been President and a member of Alderman & Company Capital, LLC and its affiliates since March 2001. Alderman & Company Capital, LLC is a securities broker dealer specializing in the aerospace and defense industries. Mr. Alderman was managing director of the aviation investment banking practice of Fieldstone Investments from 1999 to 2001. Mr. Alderman was a registered securities representative and senior associate at GE Capital from 1991 to 1995 and Senior Vice President at Aviation Sales Company from 1996 to 1999. Mr. Alderman is currently a director of TeamStaff, Inc. (TSTF) and Breeze-Eastern Corporation (BZC), both public companies. Mr. Alderman is also a director of Alpha Growth & Opportunity Fund, an offshore fund.  Mr. Alderman received his M.B.A. from the JL Kellogg Graduate School of Management in 1989 and his A.B. from Kenyon College in 1984.
Jon C. Biro  42 years old  5858 Westheimer, Suite #200  Houston, Texas 77057	Mr. Biro is a certified public accountant and since January 2008, has been the Executive Vice President, Chief Financial and Accounting Officer, Treasurer and Secretary of Consolidated Graphics, Inc. (CGX), a public company and a leading commercial printer with operations in the United States, Canada and the Czech Republic. Prior to joining Consolidated Graphics, Inc., Mr. Biro held several executive positions with ICO, Inc. (ICOC) (“ICO”), a public company specializing in the manufacturing of specialty resins and concentrates. From April 2002 to January 2008, Mr. Biro was the Chief Financial Officer and Treasurer of ICO and served as its Interim Chief Executive Officer from July 2003 to February 2004. From September 1996 to April 2002, Mr. Biro was employed as Senior Vice President, Chief Accounting Officer and Treasurer of ICO, and from October 1994 to September 1996, he was employed as Controller of ICO. Prior to his employment with ICO, Mr. Biro was employed by PriceWaterhouse LLP.  Mr. Biro received a M.S. in Accountancy from the University of Houston in 1991 and his B.A. in Psychology from the University of Texas in 1988.

Keith M. Butler 50 years old 237 Via Vera Cruz San Marcos, California 92078

Mr. Butler has over 25 years of manufacturing industry experience.  From May 2007 to the present, Mr. Butler has served as Executive Vice President and General Manager of Oncore Manufacturing Services LLC, an electronics manufacturing company serving the defense, medical and industrial markets (“Oncore”). From 1979 until 1997, Mr. Butler founded and served as President of Verified Technical Corporation, d/b/a Veritek (“Veritek ”) (formerly known as Modular Assembly), a manufacturer of high quality Through Hole and Surface Mount Technology assemblies, when he sold Veritek  to REMEC, Inc. (“Remec”). From 1997 to July 2005, Mr. Butler served as the President of Remec’s Global EMS division. In 2005, Mr. Butler repurchased the Electronic Manufacturing Services division located in San Diego from REMEC and renamed it Veritek Manufacturing Services (“Veritek Manufacturing”), to provide turnkey manufacturing solutions to the western United States. Shortly thereafter, Mr. Butler acquired two additional manufacturing sites and merged Veritek Manufacturing with Nu Visions Manufacturing, LLC to form OnCore.

Brian Kahn 35 years old 5506 Worsham Court Windermere, Florida 34786

Mr. Kahn founded and has served as the investment manager of Caiman Partners L.P. (“Caiman”) and the managing member of the general partner of Caiman’s general partner, Caiman Capital GP, L.P., since their inception in August 2003.  Mr. Kahn founded and has served as the investment manager of Kahn Capital Management, LLC (“KCM”) since 1998. Caiman and KCM focus on public and private market investments in consumer, manufacturing, and defense industries. Mr. Kahn received his B.A. cum laude in Economics from Harvard University in 1996.

Melvin L. Keating 61 years old 18 Driftwood Drive Livingston, New Jersey 07039 From December 2005 to September 2008, Mr. Keating was the President and Chief Executive Officer of Alliance Semiconductor Corp. (ALSC) (“Alliance”), a worldwide manufacturer and seller of semiconductors, and a Special Consultant to Alliance from October 2005 to December 2005. From April 2004 to September 2005, Mr. Keating served as Executive Vice President, Chief Financial Officer and Treasurer of Quovadx Inc. (QVDX), a healthcare software company. Mr. Keating was employed as a strategy consultant for Warburg Pincus Equity Partners (“Warburg”), from 1997 to 2004, providing acquisition and investment target analysis and transactional advice while also serving on the board of directors and chairing the audit committee of Price Legacy, a public REIT principally owned by Warburg. Mr. Keating is currently a director of LCC International Inc., (LCCI) (“LCC”) and serves on LCC’s audit and compensation committees and as chairperson of its finance committee. Mr. Keating earned his B.A. degree in History of Art from Rutgers University in 1967 and received both his M.S. degree in Accounting and his M.B.A degree in Finance from the Wharton School at the University of Pennsylvania in 1968 and 1970, respectively.

EX-2

VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”), dated as of December 8, 2008 is made by and between Wynnefield Capital, Inc. (“WCI”), a Delaware corporation with an office at 450 Seventh Avenue, Suite 509, New York, NY 10123 and Caiman Partners L.P., (“Caiman Partners”), a Delaware limited partnership with an office at 5506 Worsham Court, Windermere, FL 34786 (each an “Interested Party” and collectively the “Interested Parties”).

WHEREAS, each of the Interested Parties together with their respective Affiliated Shareholders (as defined below) desire to nominate and seek to elect five individuals as members of the Board of Directors of the White Electronic Designs Corporation, an Indiana corporation (“WEDC”).

NOW, THEREFORE, in consideration of the promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, each of the Interested Parties hereby agree as follows:

1.           WEDC Securities.

(a)  As of the date hereof, each Interested Party represents that the Interested Parties and their Affiliated Shareholders as set forth on Exhibit A hereto, beneficially own and have the sole or shared, as indicated, right to vote the securities of WEDC set forth opposite each such party’s name on Exhibit A hereto (the “Current Shareholder Securities”). Securities of WEDC acquired by the Interested Parties and their Affiliated Shareholders after the date hereof shall be referred to herein as “Additional Shareholder Securities.” Each Interested Party shall promptly notify the other Interested Parties of any Additional Shareholder Securities acquired by such Interested Party or its Affiliated Shareholders after the date hereof. For purposes of this Agreement, “Affiliated Shareholders” are defined as persons or entities that directly or indirectly control, are controlled by or are under common control with the Interested Party. Control of a person or entity means the power to direct, or to cause the direction of, the management and policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise.

(b)  As of the date hereof, each Interested Party represents that the Interested Parties and their Affiliated Shareholders as set forth on Exhibit B hereto, have a direct or indirect economic or pecuniary interest, including, without limitation, interests or rights acquired through derivative, hedging or similar transactions of the securities of WEDC set forth opposite each such party’s name on Exhibit B hereto (the “Derivative Securities”).

Each Interested Party agrees, for itself and on behalf of its Affiliated Shareholders, not to sell, assign, transfer, loan or otherwise dispose of (any such transaction being herein collectively called a “Transfer”), or to advise any of its Affiliated Shareholders to Transfer, during the term of this Agreement, all or any of the Current Shareholder Securities (and Additional Shareholder Securities, upon their acquisition), Derivative Securities or the right to vote such Current Shareholder Securities (and any Additional Shareholder Securities), which are beneficially owned by such Interested Party or its Affiliated Shareholder, as applicable.

For purposes of this Agreement, “Meeting Date” shall mean the date of the 2009 Meeting. “2009 Meeting” shall mean the annual meeting of WEDC’s shareholders to be held in calendar year 2009 or any special meeting of stockholders called for the purpose of electing directors in calendar year 2009, and any adjournments or postponements thereof.

2.           Voting of Current Shareholder Securities and Additional Shareholder Securities. Each Interested Party shall, for itself and on behalf of its Affiliated Shareholders:

(a) during the term of this Agreement, retain, and not in any way compromise or encumber, the right to vote any Current Shareholder Securities (and Additional Shareholder Securities, upon their acquisition) beneficially owned by such Interested Party or Affiliated Shareholder, as applicable;

(b) take such commercially reasonable actions as may be required so that it may vote its Current Shareholder Securities and Additional Shareholder Securities, and cause any person with whom it has shared voting power to vote such securities at the 2009 Meeting; and

(c) on the Meeting Date, (i) attend the 2009 Meeting in person or by proxy such that all Current Shareholder Securities and Additional Shareholder Securities held by such Interested Party and its Affiliated Shareholders are represented at such meeting, (ii) at the 2009 Meeting, vote such Current Shareholder Securities and Additional Shareholder Securities in person or by proxy in the manner set forth in Exhibit B hereto with respect to each of the actions described therein (the “Actions”), and in favor of any ancillary or procedural actions or matters related to giving effect to the Actions or required to effect the approval of the Actions (but in no event in contravention of any of the Actions), and (iii) at the 2009 Meeting, not vote any such Current Shareholder Securities and Additional Shareholder Securities other than as set forth in Exhibit B hereto and any ancillary or procedural actions or matters related to the Actions or required to effect the approval of the Actions (but in no event in contravention of any of the Actions).

3.           Expenses.  Each Interested Party shall be responsible for its Share (as defined below) of all reasonable out-of-pocket and third-party expenses (including, without limitation, fees and disbursements of counsel, proxy solicitators or other professionals and advisors engaged by or to act on behalf of the Interested Parties with respect to matters set forth herein) incurred or to be incurred in connection with, the matters described by this Agreement, the Group Schedule 13D (as hereinafter defined), preliminary and definitive proxy statements filed with the Securities and Exchange Commission, letters, advertisements, solicitation of proxies and the Actions or transactions contemplated hereby or thereby (in each case, to the extent not reimbursed by WEDC).  Notwithstanding anything to the contrary, each Interested Party shall be fully responsible for all such expenses arising out of such Interested Party’s (or its Affiliated Shareholders’ or any of their respective affiliates’) gross negligence, fraud, bad faith or willful misconduct. For the purposes of this Agreement, an Interested Party’s Share shall be mutually agreed upon between the parties hereto at a later date.

4.           Cooperation.  Each Interested Party shall (a) use reasonable efforts to assist each other and timely provide all necessary or desirable information to each other and (b) to execute and deliver such additional documents, in each case, as may be reasonably required in order to effect the Actions and transactions contemplated by this Agreement and the Schedule 13D in respect of the parties’ collective beneficial ownership of securities of WEDC (as a “Group”), as may be amended from time to time (the “Group Schedule 13D”). Each party to this Agreement agrees, to the extent required by, and in accordance with, applicable federal securities laws, to update any information pertaining to such party in the Group Schedule 13D or any amendments thereto. Each Interested Party shall promptly, and in no event later than one business day following the acquisition of a beneficial interest in Additional Shareholder Securities by the Interested Party or its Affiliated Shareholders, provide such information to the other Interested Parties as is reasonably necessary with respect to any amendment of the Group Schedule 13D. Until the third anniversary of this Agreement, each of the Interested Parties agrees to cooperate, to the extent reasonable, including without limitation in a joint defense, with respect to any claim or action of any kind, at law or equity, or any appeal of any decision thereof, threatened in writing, initiated or pending which in any manner attempts to prevent, forestall or invalidate the consummation of any of the Actions or any matter contemplated by this Agreement or the Group Schedule 13D, or in a joint prosecution or other declaratory action which attempts to effectuate any matter contemplated by this Agreement or the Group Schedule 13D; provided, however, if any claim is pending by or against the Interested Parties on the third anniversary of this Agreement, this Agreement shall continue in full force and effect until such claim is finally resolved.

5.           Liability.  Except as set forth in Sections 3 and 11 hereof or resulting from any breach of any Interested Party’s representations, warranties or covenants hereunder, no Interested Party nor any of its Affiliated Shareholders nor any of their respective affiliates, partners, employees, counsel, agents or representatives shall be liable to any other Interested Party or their Affiliated Shareholders or any of their respective affiliates, partners, employees, counsel, agents or representatives, in each case for any loss, liability, damage or expense arising out of or in connection with this Agreement or the Group Schedule 13D or the Actions or transactions contemplated hereby or thereby, except to the extent such loss, liability, damage or expense is caused by such Interested Party’s gross negligence, fraud, bad faith or willful misconduct, or violation of law. Each Interested Party on behalf of itself and its respective Affiliated Shareholders, disclaims any beneficial ownership (except as provided herein) or pecuniary or economic interest in, of any of the Current Shareholder Securities, Additional Shareholder Securities or Derivative Securities controlled or beneficially owned by the other Interested Party and its Affiliated Shareholders.

6.           Representations; Power; Binding Agreement; Non-Contravention; Misstatements; Omissions. Each Interested Party represents, as to itself only, that: (a) it has the full right, power and authority to enter into this Agreement and perform all of its obligations hereunder; (b) neither the execution, delivery nor performance of this Agreement by such party will violate the charter, by-laws or other organizational or constitutive documents of such party, or any other agreement, contract or arrangement to which such party is a party or is bound, including any voting agreement, stockholders agreement or voting trust; (c) this Agreement has been duly authorized, executed and delivered by such party and constitutes a legal, valid and binding agreement of such party, enforceable in accordance with its terms; (d) neither the execution or delivery of this Agreement by such party will (i) require any material consent or approval of or filing with any governmental or other regulatory body, other than filings required under the federal or state securities laws, or (ii) constitute a violation of, conflict with or constitute a default under (A) any material law, rule or regulation applicable to such party, or (B) any material order, judgment or decree to which such party is bound; and (e) the Interested Party and its Affiliated Shareholders have the right to vote the Current Shareholder Securities as set forth on Exhibit A.

7.           Notices.  All notices, correspondence and information related to this Agreement should be sent to the Interested Parties at the addresses set forth below:

Wynnefield Partners, Inc. 450 Seventh Avenue, Suite 509 New York, New York 10123 Facsimile: (212) 760-0824 Attention: Mr. Max Batzer   Caiman Partners L.P. 5506 Worsham Court Windermere, FL 34786 Facsimile: (208) 728-8007 Attention: Mr. Brian Kahn  

With a copy to:

In all cases with a copy to:

Kane Kessler, P.C.

1350 Avenue of the Americas

New York, NY 10019

Attention: Jeffrey S. Tullman, Esq.

8.           Amendments; Successors. No waiver, amendment or other modification of this Agreement shall be effective unless in writing and signed by each Interested Party. This Agreement shall inure to the benefit of and be binding on each Interested Party and their respective successors. This Agreement is non-assignable.

9.           Termination.  Except as otherwise set forth in Section 4 hereof, this Agreement will terminate upon the earlier to occur of (x) December 31, 2009, unless such date is extended by agreement of the Interested Parties, and (y) the date of the 2009 Meeting at which the Actions set forth on Exhibit B have been voted on; provided that no matter shall be considered consummated hereunder, or the obligations of the Interested Parties terminated hereunder, while any claim or action of any kind, at law or equity, or any appeal of any decision thereof, is threatened in writing, initiated or pending which in any manner attempts to prevent, forestall or invalidate any of the Actions or matters contemplated thereby. Any termination of this Agreement pursuant to this Section 9 shall occur without any liability or continuing obligation of any party to any other party; provided, that the reimbursement obligations set forth in Section 3, and the obligations to cooperate and provide information set forth in Section 4 shall survive any such termination. Notwithstanding anything to the contrary, including any continuing obligations to cooperate hereunder, upon termination of this Agreement, no Interested Party intends to be, and shall no longer be, part of a “group” for any purpose, including for purposes of the federal securities laws.

10.         Public Announcements.  No Interested Party shall issue any written press release or make any other public statement regarding the Actions or other transactions contemplated by this Agreement or the Group Schedule 13D without the prior consent of the other Interested Parties.

11.         Representation. Each Interested Party represents and agrees that, to the best of its knowledge, the information about such Interested Party or any of its Affiliated Shareholders contained or which is required to be contained in the Group Schedule 13D or any amendment thereto is accurate, correct and complete in all material respects as of date of the applicable filing. Damages for any breach of the foregoing representation shall include not only judgments and amounts paid in settlement (with the approval of the misrepresenting Interested Party), but also other losses (excluding loss of value of the securities held or to be held) incurred by any other party to this Agreement.

12.          Counterparts. This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and both of which taken together shall constitute one and the same agreement.

13.         Choice of Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York, without giving effect to any choice of law or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto hereby agrees that any dispute under this Agreement shall be determined in the federal courts of the United States sitting in the Southern District of New York, or the courts of the State of New York sitting in the County of New York, and each party hereto hereby submits and consents to any such court’s exercise of jurisdiction.

14.         Severability. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction or other authority by judgment or order no longer subject to review, to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered on the date and year first above written

Wynnefield Capital, Inc.		Caiman Partners L.P.
		By:  Caiman Capital GP, L.P.,  its
By:	/s/ Nelson Obus	general partner
Name:   Nelson Obus
Title:  President		By: Caiman Capital Management LLC, its managing general partner
		By:	/s/ Brian Kahn
		Name:  Brian Kahn Title:    Managing Member

EXHIBIT A

INTERESTED PARTY	Interested Party Securities
Wynnefield Capital, Inc. (“WCI”)	Number of shares of WEDC common stock with (i) Sole right to vote: 420,184 (1) (ii) Shared right to vote: 0

AFFILIATED SHAREHOLDERS	Affiliated Shareholder Securities
Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”)	Number of shares of WEDC common stock with (i) Sole right to vote: 364,261 (ii) Shared right to vote: 0
Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”)	Number of shares of WEDC common stock with (i) Sole right to vote: 642,556 (ii) Shared right to vote: 0
Wynnefield Small Cap Value Offshore Fund, Ltd.(“Wynnefield Offshore”)	Number of shares of WEDC common stock with (i) Sole right to vote: 420,184 (ii) Shared right to vote: 0
Wynnefield Capital Management, LLC (“WCM”)	Number of shares of WEDC common stock with (i) Sole right to vote: 1,006,817 (2) (ii) Shared right to vote: 0
Nelson Obus	Number of shares of WEDC common stock with (i) Sole right to vote: 0 (ii) Shared right to vote: 1,427,001 (3)

Joshua Landes   Number of shares of WEDC common stock with (i) Sole right to vote: 0 (ii) Shared right to vote: 1,427,001 (3)

(1) WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the WEDC common stock that Wynnefield Offshore beneficially owns.

(2) WCM is the sole general partner of the Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the WEDC common stock that Wynnefield Partners and Wynnefield Partners I beneficially own.

(3) Messrs. Obus and Landes are executive officers of WCI and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the WEDC common stock that WCI may be deemed to beneficially own. In addition, each of Messrs. Obus and Landes are the co-managing members of WCM, and accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the WEDC common stock that WCM may be deemed to beneficially own.

INTERESTED PARTY	Interested Party Securities
Caiman Partners, L.P. (“Caiman Partners”)	Number of shares of WEDC common stock with (i) Sole right to vote: 803,700 (ii) Shared right to vote: 0

AFFILIATED SHAREHOLDERS	Interested Party Securities
Caiman Capital GP, L.P. (“Caiman Capital”)	Number of shares of WEDC common stock with (i) Sole right to vote: 803,700 (1) (ii) Shared right to vote: 0
Caiman Capital Management, LLC (“Caiman Management”)	Number of shares of WEDC common stock with (i) Sole right to vote: 803,700 (2) (ii) Shared right to vote: 0
Brian Kahn	Number of shares of WEDC common stock with (i) Sole right to vote: 803,700 (3) (ii) Shared right to vote: 0

(1)          Caiman Capital is the sole general partner of Caiman Partners and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the WEDC common stock that Caiman Partners beneficially owns.

(2)         Caiman Management is the managing general partner of Caiman Capital and, accordingly, Caiman Management may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the WEDC common stock that Caiman Capital may be deemed to beneficially own.

(3)         Mr. Kahn is the managing member of Caiman Management and, accordingly, Mr. Kahn may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the WEDC common stock that Caiman Management may be deemed to beneficially own.

EXHIBIT B

Actions to be Voted on

1. Against any adjournment or postponement of the 2009 Meeting until a vote has occurred on the item below.

2. For the election at the 2009 Meeting of five director nominees which currently are not members of the Board of Directors, the identity of whom is to be agreed to by all of the Interested Parties. In the event WEDC purports to increase the number of directorships pursuant to its Bylaws or otherwise increases the number of directors to be elected at the 2009 Meeting, the Interested Parties may nominate additional persons as directors to fill any vacancies created by the increase or to fill any additional positions on the board which the stockholders shall vote on at the 2009 Meeting.

EX-3

JOINT FILING AGREEMENT

This JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of this 8th day of December, 2008, by and among Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P.I, Wynnefield Small Cap Value Offshore Fund, Ltd., Wynnefield Capital Management LLC, Wynnefield Capital Inc., Nelson Obus, and Joshua Landes, Caiman Partners L.P., Caiman Capital GP, L.P., Caiman Capital Management LLC and Brian Kahn.

The parties to this Agreement hereby agree to prepare jointly and file timely (or otherwise to deliver as appropriate) all filings on Schedule 13D and Schedule 13G (the "Filings") required to be filed by them pursuant to Section 13(d) or 13(g) under the Securities Exchange Act of 1934, as amended, with respect to their respective ownership of the common stock of White Electronic Design Corporation, an Indiana corporation that are required to be reported on any Filings. Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

By: Wynnefield Capital Management, LLC,

its General Partner

By:	/s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., I
By:	Wynnefield Capital Management, LLC,
its General Partner
By:	/s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By:	Wynnefield Capital, Inc.,
its Investment Manager
By:	/s/ Nelson Obus
Nelson Obus, President
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By:	/s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD CAPITAL, INC.
By:	/s/ Nelson Obus
Nelson Obus, President
/s/ Nelson Obus
Nelson Obus, Individually
/s/ Joshua H. Landes
Joshua H. Landes, Individually

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

CAIMAN PARTNERS L.P.
By:  Caiman Capital GP, L.P.,  its general partner
	By: Caiman Capital Management LLC, its managing general partner
		By:	/s/ Brian Kahn
			Name:  Brian Kahn
			Title: Managing Member
CAIMAN CAPITAL GP, L.P.
	By: Caiman Capital Management LLC, its managing general partner
		By:	/s/ Brian Kahn
			Name:  Brian Kahn
			Title: Managing Member
CAIMAN CAPITAL MANAGEMENT LLC
		By:	/s/ Brian Kahn
			Name:  Brian Kahn
			Title: Managing Member
/s/ Brian Kahn
Brian Kahn, Individually