UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 2928, 2010

WHITE ELECTRONIC DESIGNS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Indiana	1-04817	35-0905052
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
3601 E. University Drive, Phoenix, Arizona		85034
(Address of Principal Executive Offices)		(Zip Code)

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

Registrant’s telephone number, including area code: (602) 437-1520

Not applicable

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

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

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

As previously disclosed, on March 29, 2010, White Electronic Designs Corporation, an Indiana corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Microsemi Corporation, a Delaware corporation (“Parent”), and Rabbit Acquisition Corp., an Indiana corporation and a wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, Purchaser commenced a tender offer (the “Offer”) to purchase all outstanding shares of the Company’s common stock, stated value $0.10 per share (the “Shares”), at a price of $7.00 per Share (the “Per Share Amount”), net to the selling shareholder in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 31, 2010, as amended and supplemented, and the related Letter of Transmittal.

OnAt ~~March~~12:00 midnight, New York City time, at the end of April 2927, 2010, ~~White Electronic~~the ~~Designs~~Offer ~~Corporation~~expired. ~~(the~~Based “on information provided by Computershare Trust Company”), ~~and~~N.A., ~~Microsemi~~the ~~Corporation~~depositary for the Offer, a ~~Delaware~~total ~~corporation~~of 13,519,550 Shares (~~“Microsemi”~~including Shares tendered by notice of guaranteed delivery), ~~entered~~representing approximately ~~into~~57% anof ~~Agreement~~the outstanding Shares, were validly tendered and ~~Plan~~not withdrawn as of ~~Merger~~the (expiration of the ~~“Merger~~Offer. ~~Agreement”)~~On byApril 28, 2010, Purchaser accepted for payment all Shares validly tendered and ~~among~~not withdrawn prior to the ~~Company,~~expiration ~~Microsemi~~of ~~and~~the ~~Rabbit~~Offer. ~~Acquisition~~Based ~~Corp~~on the per Share consideration of $7.,00 anand ~~Indiana~~the ~~corporation~~number of Shares validly tendered and aaccepted ~~wholly~~for ~~owned~~payment ~~subsidiary~~(including Shares tendered by notice of ~~Microsemi~~guaranteed ~~(“Purchaser”~~delivery) at the expiration of the Offer, ~~pursuant~~as toof ~~which~~April 27, ~~Microsemi~~2010, ~~will~~the value ~~acquire~~of the ~~Company~~Shares purchased by Purchaser in connection with the offer was approximately $94,636,850. The funds used by Purchaser to purchase the Shares were from cash on hand.

~~Pursuant~~After to the ~~terms~~expiration ~~and~~of ~~subject to~~ the ~~conditions set forth in the Merger Agreement, Purchaser will commence a cash tender offer (the “~~Offer”) toand ~~purchase~~acceptance ~~all~~ of the ~~outstanding~~tendered shares ofby Purchaser, the Company’s ~~common~~repurchased ~~stock,~~an ~~stated~~aggregate ~~value~~of ~~$0.10~~5,502,435 ~~per~~Shares ~~share~~from certain ~~(the~~third ~~“Shares”),~~parties at a purchase price of $7.00 per Share~~, net to the tendering shareholder in cash, without interest and less any required withholding taxes (the “Per Share Amount”)~~. ~~Upon~~The ~~successful~~funds ~~completion~~used of the Offer, and subject to the terms and conditions of the Merger Agreement, Purchaser will be merged with and into the Company (the “Merger,”) and the Company will survive the Merger as a wholly-owned subsidiary of Microsemi. At the effective time of the Merger (the “Effective Time”), each outstanding Share, other than Shares owned by the Company, ~~Microsemi or their respective subsidiaries immediately prior~~ to ~~the~~purchase ~~Effective Time, will automatically be converted into~~ the ~~right~~Shares towere ~~receive~~from ~~the~~cash ~~Per Share Amount~~ on ~~the terms and subject to the conditions set forth in the Merger Agreement~~hand.

~~Purchaser commenced the Offer on March~~On April 3129, 2010, ~~and~~in ~~Purchaser~~order ~~has agreed~~ to ~~keep~~acquire ~~the~~more ~~Offer~~than ~~open~~90% ~~for at least 20 business days, subject to extensions required under the Merger Agreement, with the availability~~ of ~~a subsequent offering period for~~ the ~~Offer~~outstanding atShares ~~Purchaser’s discretion of up to an additional 20 business days. The Offer and the Merger are subject to the satisfaction of customary closing conditions, including, among other things, the~~ (~~i) satisfaction~~excluding ofShares ~~the~~tendered ~~Minimum~~by ~~Condition~~notice ~~(as defined below) and (ii) the expiration or termination~~ of ~~any~~guaranteed ~~applicable~~delivery ~~waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,~~ and ~~the~~not ~~receipt~~yet ~~of any other required consents or approvals of any governmental authority of competent jurisdiction~~delivered), ~~the~~Purchaser ~~absence~~exercised ofits ~~which~~option ~~would reasonably be expected~~ to ~~dilute~~purchase ~~materially~~Shares ~~the~~pursuant ~~anticipated benefits~~ to ~~Parent of~~ the ~~transaction.~~terms ~~The term “Minimum Condition” generally requires that there has been validly tendered~~ and conditions ~~not~~of ~~withdrawn prior to~~ the ~~expiration date for the Offer (as it may have been extended or re-extended pursuant to the~~ Merger Agreement, (the “~~Expiration~~Top-Up ~~Date~~Option”), atwhereby ~~least~~Purchaser ~~that~~acquired ~~number of Shares that when added to any Shares already owned by Parent or any of its controlled subsidiaries~~40, ~~if any~~528,962 ~~equals~~newly ~~50.1%~~issued ~~of the sum of the then outstanding~~ Shares ~~plus (without~~at ~~duplication)~~ a ~~number~~purchase price equal to the ~~number~~Per ~~of Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights with an exercise price below the price per~~ Share ~~payable~~Amount. inAs ~~the~~a ~~Offer~~result, ~~including~~ ~~the~~Purchaser ~~Company’s~~then ~~outstanding~~owned ~~restricted stock units and options to purchase one or~~ more ~~Shares~~than in90% ~~each case, which are convertible or exercisable on or prior to the later~~ of ~~(i) September 30, 2010 and (ii)~~ the ~~Outside Date~~outstanding Shares (asexcluding ~~defined~~Shares intendered ~~the Merger Agreement), as the same may be extended pursuant to the terms of the Merger Agreement. Based upon the foregoing definition and solely~~ by ~~way~~notice of ~~example,~~guaranteed asdelivery ~~of March 26, 2010, assuming that no Shares were issued by the Company after March 26, 2010~~ and ~~that the Expiration Date is~~ not ~~extended,~~yet ~~the Minimum Condition would be satisfied if approximately 12~~delivered).~~2 million~~ ~~Shares were validly tendered and not withdrawn in the Offer.~~

~~Pursuant~~On toApril 30, ~~the Merger Agreement~~2010, ~~the~~pursuant ~~Company has granted~~ to ~~Purchaser an irrevocable option, exercisable only in accordance with~~ the terms ~~and~~ and conditions ~~set~~of ~~forth in~~ the Merger Agreement, ~~including~~Parent ~~satisfaction~~caused ofPurchaser ~~the~~to ~~Minimum~~merge ~~Condition~~with and ~~completion~~into of the ~~Offer,~~Company to(the ~~purchase~~“Merger”) upwithout toa ~~that~~meeting ~~number~~ of ~~Shares equal to~~ the ~~lowest~~shareholders ~~number~~ of ~~Shares that, when added to~~ the ~~number~~Company ofin ~~Shares collectively~~accordance ~~owned~~with byIndiana’s ~~Purchaser~~“short-form” atmerger ~~the time of exercise~~statute, with ~~shall constitute one Share more than 90% of~~ the ~~sum~~Company ofsurviving ~~(i)~~ the ~~then~~Merger ~~outstanding~~as ~~Shares plus (ii)~~ a ~~number~~wholly ~~equal~~owned tosubsidiary ~~the number~~ of ~~Shares~~Parent. ~~issuable~~As ~~upon~~a ~~the~~result ~~conversion~~ of ~~any convertible securities or upon~~ the ~~exercise of any options~~Merger, ~~warrants~~each oroutstanding ~~rights,~~Share ~~including~~that ~~RSUs~~was ~~and~~not ~~Stock~~purchased ~~Options,~~ in ~~each case, which are convertible or exercisable prior to~~ the ~~date~~Offer ~~that~~(other isthan ~~ten~~Shares ~~business~~held ~~days~~in ~~after such exercise and~~ the ~~issuance~~treasury of ~~the~~ ~~top-up option Shares, at a purchase price per top-up option Share equal to~~ the ~~price~~Company ~~per~~or ~~Share~~owned ~~payable~~by inPurchaser, ~~the~~Parent or ~~Offer.~~any ~~The~~direct ~~top-up~~or ~~option~~indirect ~~shall~~wholly ~~not~~owned besubsidiary ~~exercisable~~of ~~for~~Parent ~~Shares~~or ~~in excess of~~ the ~~number~~Company, ofwhich Shares ~~authorized~~were ~~and~~cancelled ~~unissued or held~~ in the ~~treasury~~ ofMerger) ~~the~~was ~~Company~~converted ~~(giving~~into ~~effect to~~ the ~~Shares~~right ~~issuable pursuant~~ to ~~all~~receive ~~then~~$7.00 ~~outstanding~~per ~~Stock Options~~Share, ~~RSUs~~in ~~and~~cash, ~~any~~without ~~other rights to acquire Shares as if such shares were outstanding)~~interest.

The ~~Company,~~foregoing ~~Microsemi~~summary ~~and~~of ~~Purchaser~~the ~~have~~Merger ~~made~~Agreement ~~customary representations~~ and ~~warranties~~the intransactions ~~the~~contemplated ~~Merger~~thereby ~~Agreement~~does ~~and~~not ~~agreed~~purport to ~~certain customary~~be ~~covenants,~~complete ~~including~~and ~~covenants~~is ~~regarding~~qualified ~~the~~in ~~operation~~its ofentirety by ~~the~~reference ~~Company’s business prior~~ to the ~~closing~~full text of the Merger ~~and covenants prohibiting the Company from soliciting~~Agreement, ora ~~providing~~copy ~~information~~of orwhich ~~entering~~was ~~into~~included ~~discussions concerning,~~as ~~proposals~~Exhibit ~~relating~~2.1 to ~~alternative~~the ~~business~~Current ~~combination~~Report ~~transactions,~~on ~~except~~Form in8-K ~~limited~~filed ~~circumstances~~by ~~relating~~the toCompany ~~unsolicited~~with ~~proposals~~the ~~that~~Securities ~~are,~~and orExchange ~~could~~Commission ~~reasonably~~(the be“SEC”) ~~expected~~on toApril 2, ~~lead to~~2010, aand which ~~proposal~~is ~~superior~~incorporated toherein ~~the transactions contemplated~~ by ~~the Merger Agreement~~reference.

~~The~~Item ~~Merger~~3.01 ~~Agreement~~Notice ~~contains certain termination rights for each~~ of ~~the~~Delisting ~~Company,~~or ~~Microsemi and~~Failure ~~Purchaser and further provides that upon termination of the Merger Agreement under specified circumstances the Company may be required~~ to ~~pay~~Satisfy ~~Microsemi~~ a ~~termination~~Continued ~~fee~~Listing ofRule ~~$6.6 million~~ or toStandard; ~~reimburse~~Transfer ~~Microsemi for its out-~~of~~-pocket~~ ~~expenses and fees in an amount not to exceed $2~~Listing.~~5 million.~~

~~The~~As ~~foregoing~~a ~~summary~~result of the Merger, ~~Agreement and~~ the ~~transactions contemplated~~Company ~~thereby~~no ~~does~~longer ~~not~~fulfills ~~purport~~the tonumerical belisting ~~complete~~requirements ~~and~~of isthe ~~subject~~Nasdaq ~~to,~~Global ~~and~~Market ~~qualified in its entirety by~~(“Nasdaq”). Accordingly, ~~the~~following ~~full~~completion ~~text~~ of the Merger ~~Agreement~~on ~~attached as Exhibit~~April ~~2.1~~30, to2010, ~~this~~at ~~Current~~the ~~Report~~Company’s ~~on Form 8-K~~request, ~~which~~Nasdaq issuspended ~~incorporated~~trading ~~herein~~in ~~by reference.~~Shares ~~The~~effective ~~Merger~~as ~~Agreement~~of ~~has~~the ~~been~~close ~~attached~~of tobusiness ~~provide~~on ~~investors~~April 30, ~~with~~2010 ~~information~~and ~~regarding~~filed ~~its~~with ~~terms. It is not intended to provide any other factual information about~~ the ~~Company,~~SEC ~~Microsemi~~a ornotification ~~Purchaser.~~on InForm ~~particular, the assertions~~25 ~~embodied~~to inreport ~~the~~that ~~representations and warranties contained in~~ the ~~Merger~~Shares ~~Agreement~~ are ~~qualified~~no bylonger ~~information~~traded inon ~~confidential~~Nasdaq, ~~disclosure~~thereby ~~schedules~~effecting ~~provided by~~ the ~~parties~~delisting ~~thereto in connection with the signing~~ of the ~~Merger~~Shares ~~Agreement~~from Nasdaq. ~~These disclosure~~The ~~schedules~~Company ~~contain~~also ~~information~~intends ~~that~~to ~~modifies,~~file ~~qualifies~~with ~~and creates exceptions to~~ the ~~representations~~SEC ~~and~~a ~~warranties~~certification ~~set~~on ~~forth in the Merger Agreement. Moreover~~Form 15, ~~certain~~requesting ~~representations~~that ~~and warranties in~~ the ~~Merger~~Shares ~~Agreement~~be ~~were~~deregistered ~~used~~and ~~for~~that the ~~purpose~~Company’s ofreporting ~~allocating~~obligations ~~risk~~under ~~between~~Sections 13 ~~the Company, Microsemi~~ and ~~Purchaser,~~15(d) ~~rather than establishing matters~~ of ~~fact. Accordingly,~~ the ~~representations~~Securities ~~and~~Exchange ~~warranties~~Act ~~in the Merger Agreement may not constitute the actual state~~ of ~~facts~~1934, ~~about~~as ~~the Company~~amended, ~~Microsemi~~be ~~and Purchaser~~suspended.

~~Form~~Item of3.02 ~~Indemnification~~Unregistered ~~Agreement~~Sales of Equity Securities.

~~The~~In ~~Board~~order ~~of Directors (the “Board”) of the Company approved a form of indemnification agreement (the “Indemnification Agreement”)~~ to becomplete ~~entered into by~~ the ~~Company and its directors and officers (each such executing individual~~Merger, anon ~~“Indemnitee”). On March~~April 2928, 2010, ~~the~~Purchaser ~~Company~~exercised ~~entered~~its ~~into~~Top-Up ~~Indemnification~~Option ~~Agreements~~and ~~with~~accordingly, ~~each~~the ofCompany ~~directors Gerald R.~~issued ~~Dinkel~~40, ~~Jack A. Henry~~528,962 ~~Brian R.~~Shares ~~Kahn,~~(the “Top-Up ~~Melvin L.~~Shares”) ~~Keating,~~to ~~Kenneth J.~~Purchaser ~~Krieg,~~pursuant ~~Paul D.~~to ~~Quadros,~~the ~~and~~terms ~~Thomas J.~~of ~~Toy~~the ~~and~~Merger ~~Dan Tarantine~~Agreement, ~~Executive~~at ~~Vice~~a ~~President,~~price ~~Sales &~~per ~~Marketing~~Share of ~~the Company~~$7.00, ~~With certain~~which ~~exceptions,~~resulted ~~these~~in ~~agreements~~an ~~provide~~aggregate ~~for~~purchase ~~indemnification~~price ~~for~~of ~~expenses~~$283, ~~including~~702,734 ~~among~~(the ~~other~~“Purchase ~~things,~~Price”). ~~attorneys’~~Purchaser ~~fees,~~paid ~~judgments,~~the ~~fines~~Purchase ~~and~~Price for ~~settlement~~such ~~amounts,~~Shares ~~incurred~~ by ~~any~~delivery of ~~these~~a ~~individuals~~promissory innote ~~proceedings~~with ~~resulting from the fact that the individual is or was~~ a ~~director~~principal oramount anequal ~~officer~~to of the ~~Company.~~aggregate ~~The~~amount ~~agreements also provide for the advancement~~ of ~~expenses to~~ the ~~individuals~~Purchase ~~in connection with any such proceedings~~Price.

The ~~foregoing~~issuance ~~description~~ of the ~~Indemnification~~Top-Up ~~Agreement~~Shares ~~and~~by the ~~parties’~~Company ~~rights~~was ~~and~~made ~~obligations~~in ~~thereunder~~a ~~does~~transaction not ~~purport~~involving any public offering pursuant to ~~be complete~~an ~~and~~exemption isfrom ~~subject~~registration tounder Section 4(2) of the Securities Act of 1933, ~~and~~as ~~qualified~~amended (the “Securities Act”). The offering was not a “public offering” as defined in ~~its~~Section 4(2) ~~entirety~~of ~~by,~~the Securities Act due to the ~~full~~fact ~~text~~that Purchaser was the only person involved in the transaction, the size of the ~~form~~offering, and the manner of ~~Indemnification~~the ~~Agreement~~offering. ~~attached~~In addition, Purchaser had the necessary investment intent as ~~Exhibit~~required by Section ~~10.1~~4(2) of the Securities Act since the Top-Up Shares were issued to ~~this~~facilitate ~~Current~~the ~~Report~~Merger pursuant to which the Company became a wholly owned subsidiary of Parent. Based on ~~Form~~the above ~~8-K~~factors, ~~which~~the isCompany ~~incorporated~~believes ~~herein~~that bythe ~~reference~~issuance of the Top-Up Shares meets the requirements to qualify for exemption under Section 4(2) of the Securities Act.

~~Additional~~Item ~~Information~~3.03 ~~and~~Material ~~Where~~Modification to ~~Find~~Rights Itof Security Holders.

~~The~~In ~~tender~~connection ~~offer~~with ~~for~~ the ~~outstanding~~consummation ~~shares~~ of the ~~Company~~Merger ~~described herein commenced~~ on ~~March~~April 3130, 2010., ~~This~~each ~~communication~~Share isissued ~~provided for informational purposes only~~ and isoutstanding ~~neither~~immediately anprior ~~offer~~ to ~~purchase~~ ~~nor a solicitation of an offer to sell any securities of~~ the ~~Company~~effective ~~pursuant~~time ~~to Microsemi’s tender offer or otherwise. Any offers to purchase or solicitations~~ of ~~offers to sell will be made only pursuant to~~ the ~~Tender Offer Statement~~ onMerger ~~Schedule TO~~ (~~including~~other ~~the~~than ~~offer~~Shares toheld ~~purchase,~~in the ~~letter~~treasury of ~~transmittal and other documents relating to~~ the ~~tender~~Company ~~offer)~~or ~~which~~owned ~~was filed~~ by Purchaser ~~with the U.S. Securities and Exchange Commission (“SEC”) on March 31~~, ~~2010.~~Parent ~~In addition,~~or ~~the~~any ~~Company~~direct ~~has~~or ~~filed~~indirect ~~with~~wholly ~~the~~owned ~~SEC~~subsidiary onof ~~April 1,~~Parent ~~2010~~or ~~a Solicitation/Recommendation Statement on Schedule 14d-9 with respect to~~ the ~~tender offer. The~~ Company~~’s shareholders are advised to read these documents~~, ~~any~~which ~~amendments to~~were ~~these~~cancelled ~~documents~~in ~~and any other documents relating to~~ the ~~tender~~Merger) ~~offer~~was ~~that~~converted ~~are~~into ~~filed with~~ the ~~SEC~~right ~~carefully and in their entirety prior~~ to ~~making~~receive ~~any decision with respect to Microsemi’s tender offer because these documents contain important~~$7.00 ~~information,~~per including the terms and conditions of the offer. The Company’s shareholders may obtain copies of these documents for free at the SEC’s website at www.sec.gov or from the information agent for the tender offerShare, ~~Georgeson~~in ~~Inc.~~cash, at ~~(866)~~without ~~729-6799 (toll-free)~~interest.

Item 95.01 ~~Financial~~Changes ~~Statements~~in ~~and~~Control ~~Exhibits~~of Registrant.

~~(d)~~The information ~~Exhibits~~set forth in Item 2.01, above, and Item 5.02, below, is incorporated herein by reference.

ExhibitNumber		Description
2.1		Agreement and Plan of Merger dated March 29, 2010 by and among Microsemi Corporation, Rabbit Acquisition Corp. and White Electronic Designs Corporation. Certain schedules referenced in the Agreement and Plan of Merger have been omitted in accordance with Item 601(b)(2) of Regulation S–K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.
10.1		Form of Indemnification Agreement (incorporated by reference to Exhibit (e)(27) to the Schedule 14d-9 filed with the Commission by the Company on April 1, 2010).

To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company or Parent, the operation of which may at a subsequent date result in a further change in control of the Company.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, as of the initial acceptance for payment by Purchaser on April 28, 2010 of the Shares validly tendered and not withdrawn prior to the expiration of the Offer, Purchaser became entitled to designate directors to the Company’s Board of Directors (the “Board”) equal to the product of (x) the total number of directors on the Board multiplied by (y) the percentage that the aggregate number of Shares beneficially owned by Purchaser and any affiliate of Purchaser following such acceptance for purchase bears to the total number of Shares then outstanding. On April 28, 2010, in accordance with the terms of the Merger Agreement, effective as of the acceptance of the Shares tendered in the Offer, Gerald R. Dinkel, Jack A. Henry, Brian R. Kahn, Melvin L. Keating, and Thomas J. Toy resigned as members of the Board, and Purchaser designated, and the Board appointed, three designees, each of whom are executive officers of Parent.

At the effective time of the Merger, pursuant to the Merger Agreement, the directors of Purchaser immediately prior to such effective time became the directors of the Company.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the effective time of the Merger, the Company’s articles of incorporation were amended and restated in their entirety to conform to the articles of incorporation of Purchaser, as in effect immediately prior to the effective time of the Merger, except that (a) the name of the surviving corporation set forth therein is “White Electronic Designs Corporation” and (b) the indemnification provisions were amended to give effect to the exculpation and indemnification provided for in Section 7.7 of the Merger Agreement. Such amended and restated articles of incorporation became the articles of incorporation of the surviving corporation.

Pursuant to the Merger Agreement, at the effective time of the Merger, the bylaws of Purchaser, as in effect immediately prior to the effective time of the Merger, became the bylaws of the surviving corporation. Following the Merger, the bylaws of the surviving corporation will be amended to provide that the name of the surviving corporation set forth therein is “White Electronic Designs Corporation.”

The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was included as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on April 2, 2010, and which is incorporated herein by reference.

SIGNATURE

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

	White Electronic Designs Corporation
		White Electronic Designs Corporation (Registrant)
		(Registrant)
Date: May 4, 2010		By:	/S/ JOHN W. HOHENER
Date: April 2, 2010	By:	/s/ Gerald R. Dinkel
			John W. Hohener
		Gerald R. Dinkel
			Chief Financial Officer and Secretary
		President and Chief Executive Officer

ExhibitNumber		Description
2.1		Agreement and Plan of Merger dated March 29, 2010 by and among Microsemi Corporation, Rabbit Acquisition Corp. and White Electronic Designs Corporation. Certain schedules referenced in the Agreement and Plan of Merger have been omitted in accordance with Item 601(b)(2) of Regulation S–K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.
10.1		Form of Indemnification Agreement (incorporated by reference to Exhibit (e)(27) to the Schedule 14d-9 filed with the Commission by the Company on April 1, 2010).

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