-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pjr/75+Gr8MBumUN0MhZTQz8WpFvz4jlKqRmwaRh0UZLAZM8zxuS/DC4PBQ8YrRN vfMW9Hk+k8kxOU7a0QLJEA== 0001166744-05-000005.txt : 20050214 0001166744-05-000005.hdr.sgml : 20050214 20050211182840 ACCESSION NUMBER: 0001166744-05-000005 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WHITE ELECTRONIC DESIGNS CORP CENTRAL INDEX KEY: 0000013606 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 350905052 STATE OF INCORPORATION: ID FISCAL YEAR END: 1003 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-03327 FILM NUMBER: 05600935 BUSINESS ADDRESS: STREET 1: 3601 E UNIVERSITY DRIVE CITY: PHOENIX STATE: AZ ZIP: 85034 BUSINESS PHONE: 6024371520 MAIL ADDRESS: STREET 1: 3601 E UNIVERSITY DRIVE STREET 2: SUITE 475 CITY: PHOENIX STATE: AZ ZIP: 85034 FORMER COMPANY: FORMER CONFORMED NAME: BOWMAR INSTRUMENT CORP/IN/ DATE OF NAME CHANGE: 19980917 FORMER COMPANY: FORMER CONFORMED NAME: BOMAR INSTRUMENT CORP DATE OF NAME CHANGE: 19980917 FORMER COMPANY: FORMER CONFORMED NAME: BOWMAR INSTRUMENT CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BYRAM CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001166744 IRS NUMBER: 752987779 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 41 WEST PUTNAM AVENUE STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038695570 MAIL ADDRESS: STREET 1: 41 WEST PUTNAM AVENUE STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G 1 wedc.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* White Electronic Designs Corporation ----------------------------------------- (Name of Issuer) Common Stock ----------------------------------------- (Title of Class of Securities) 963801105 ----------------------------------------- (CUSIP Number) December 31, 2004 ----------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 963801105 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Seth M. Lynn, jr. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization: United States Citizen 5. Sole Voting Power 1,303,623 Number of 6. Shared Voting Power Shares Beneficially None Owned By Each Reporting Person With 7. Sole Dispositive Power 1,303,623 8. Shared Dispositive Power None 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,303,623 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9): 5.4% 12. Type of Reporting Person (See Instructions): IN CUSIP No. 963801105 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Byram Capital Management LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization: State of Delaware 5. Sole Voting Power 1,303,623 Number of 6. Shared Voting Power Shares Beneficially None Owned By Each Reporting Person With 7. Sole Dispositive Power 1,303,623 8. Shared Dispositive Power None 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,303,623 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9): 5.4% 12. Type of Reporting Person (See Instructions): IA Item 1. (a) Name of Issuer: White Electronic Designs Corporation (b) Address of Issuer's Principal Executive Offices: 3601 E. University Drive; Phoenix, AZ 85034 Item 2. (a) Name of Person Filing: Seth M. Lynn, jr. Byram Capital Management LLC This statement is jointly filed by Byram Capital Management LLC ("BCM") and Seth M. Lynn, jr. (together with BCM, the "Reporting Persons"). Because Seth M. Lynn, jr. is the majority owner and managing member of BCM, the Reporting Persons may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), to be the beneficial owners of all shares of Common Stock of the Issuer held by BCM. The Reporting Persons are filing this joint statement, as they may be considered a "group" under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists. Seth M. Lynn, jr. disclaims beneficial ownership of the shares of Common Stock of the Issuer covered by this Schedule 13-G except to the extent of his pecuniary interest therein. (b) Address of Principal Business Office or, if none, Residence: 41 West Putnam Avenue Greenwich, CT 06830 (c) Citizenship: Seth M. Lynn, jr. - United States Citizen Byram Capital Management LLC - State of Delaware (d) Title of Class of Securities: Common Stock, $0.10 par value per share (e) CUSIP Number: 963801105 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) [ X ] An investment adviser in accordance with 240.13d-1 (b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 5 U.S.C. 80a-3); (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 1,303,623 (Note 1) (b) Percent of class: 5.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 1,303,623 (Note 1) (ii) Shared power to vote or to direct the vote: None (iii) Sole power to dispose or to direct the disposition of: 1,303,623 (Note 1) (iv) Shared power to dispose or to direct the disposition of: None Note 1: Represents shares held directly by BCM. Seth M. Lynn, jr., as the majority owner and managing member of BCM, may be deemed to beneficially own the 1,303,623 shares of Common Stock of the Issuer held by BCM. Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable Item 8. Identification and Classification of Members of the Group Not applicable Item 9. Notice of Dissolution of Group Not applicable Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. ENTER DATE OF FILING February 14, 2005 /s/ Seth M. Lynn, jr. - ---------------------------- Seth M. Lynn, jr. Byram Capital Management LLC By:/s/ George R. Kress - ---------------------------- George R. Kress, CFA Managing Director and Chief Compliance Officer EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G, dated February 14, 2005, with respect to the shares of Common Stock of White Electronic Designs Corporation and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Dated: February 14, 2005 -----END PRIVACY-ENHANCED MESSAGE-----