ITEM
1(a). Name of Issuer:
White
Electronic Designs Corporation, an Indiana corporation.
ITEM
1(b). Address of Issuer's Principal Executive Offices:
3601 E
University Dr, Phoenix, Arizona 85034-7217
ITEM
2(a). Names of Persons Filing:
Wynnefield
Partners Small Cap Value, L.P. ("Partners")
Wynnefield
Partners Small Cap Value, L.P. I ("Partners I")
Wynnefield
Small Cap Value Offshore Fund, Ltd. ("Fund")
Wynnefield
Capital Management, LLC ("WCM")
Wynnefield
Capital, Inc. ("WCI")
ITEM
2(b). Address of Principal Business Office Or, If None,
Residence:
450
Seventh Avenue, Suite 509, New York, New York 10123
ITEM
2(c). Citizenship:
Partners
and Partners I are Delaware limited
partnerships.
Fund and
WCI are Cayman Islands companies.
WCM is a
New York limited liability company.
Mr. Obus
is a United States citizen.
Mr.
Landes is a United States citizen.
ITEM
2(d). Title of Class of Securities:
Common
Stock, $0.10 stated value per share
ITEM
2(e). CUSIP
Number: 963801105
ITEM
3. If this Statement is filed pursuant to Rules
13d-1(b) or 13d-2(b) or (c), check whether the person filing is:
o
Broker or dealer
registered under Section 15 of the Act.
o
Bank as defined in
Section 3(a)(6) of the Act.
o
Insurance company as
defined in Section 3(a)(19) of the Act.
o
Investment company
registered under Section 8 of the Investment Company Act of 1940.
o
An investment adviser
in accordance with Rule 13d-1(b)(1)(ii)(E);
o
An employee benefit
plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
o
A parent holding
company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
o
A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
o
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;
o
Group, in accordance
with Rule 13d-1(b)(1)(ii)(J).
This
statement is filed pursuant to Rule 13d-1(c).
ITEM
4. Ownership:
(a)
Amount beneficially owned by all reporting persons: 1,051,109
Shares
(b)
Percent of class: 4.5% of Common Stock
(c)
Number of shares as to which the reporting persons have:
(i) sole
power to vote or to direct the vote:
1,051,109
Shares
(ii) shared
power to vote or to direct the vote:
0
(iii)
sole power to dispose or to direct the disposition:
1,051,109
Shares
(iv) shared
power to dispose or to direct the disposition:
0
ITEM
5. Ownership of five percent or less of a class.
Not
applicable.
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.
See Item
2 (a) - (c).
ITEM
9. Notice of dissolution of group.
Not
applicable.